GMO Internet : Notice of the FY2021 Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 9449)

March 4, 2022

To Shareholders with Voting Rights:

Masatoshi Kumagai

CEO, Chairman of the Board and

President, and Group CEO

GMO Internet, Inc.

26-1,Sakuragaoka-cho,Shibuya-ku,

Tokyo

		NOTICE OF
		THE FY2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Date and Time:	Saturday, March 20, 2022 at 10:00 a.m.
		Reception opens at 9:30a.m.
Place:	GMO Yours FUKURAS, 16F GMO Internet Group 2nd Headquarter
		(SHIBUYA FUKURAS), 1-2-3, Dogenzaka, Shibuya-ku, Tokyo

Meeting Agenda:

Matters to be reported: 1. Reporting on the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the Company's Fiscal Year 2021 (January 1, 2021 - December 31, 2021)

2. Reporting on the results of audits by the Financial Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

Proposals to be resolved:

Proposal 1 Partial Amendment to the Articles of Incorporation

Proposal 2: Election of 5 Directors

(excluding Directors who are Audit and Supervisory Committee Members)

Proposal 3: Election of 4 directors who are Audit and Supervisory Committee Members

Proposal 4: Revision of the compensation amount for directors who are Audit and Supervisory Committee Members

Proposal 5: Election of the Financial Auditor

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Reference Documents for the General Meeting of Shareholders

Company Proposals

Proposal 1: Partial Amendment to the Articles of Incorporation

1. Reasons for the amendments

1. The board of directors of GMO Internet, Inc. has resolved at the meeting held on November 21, 2021, to acquire 55% of trust beneficiary rights set for Setagaya Business Square (Yoga, Setagaya City, Tokyo), which is a high-rise composite facility. As a result, the company's Articles of Incorporation are changed to facilitate real estate holding, management, and leasing businesses. (Article 3, Item 22 of the revised Articles of Incorporation)
2. GMO Internet decided the amendments to part of the company's Articles of Incorporation so that it could hold fully digital shareholders meetings (so-called"virtual-only shareholders meetings") to secure the profit of shareholders by taking measures against infectious diseases including the novel coronavirus infectious diseases and aim to facilitate, improve the efficiency of, and activate the shareholders meeting by making it easier for many shareholders - such as those in a remote place - to attend. (Article 21 of the revised Articles of Incorporation)
3. GMO Internet decided the amendments to the company's Articles of Incorporation as follows in order to prepare for the introduction of a system to provide digital documents related to the General Meeting of Shareholders as the amended provisions as defined in the proviso to Article 1 of the Supplementary Provisions to the Act for Partial Amendment of the Companies Act (Act No. 70 of 2019) would be enforced on September 1, 2022.
4. 1. Article 23, Paragraph 1 of the revised Articles of Incorporation includes a provision stipulating that the Company will implement the measures to provide digital information about the content of reference documents for shareholders' meetings.
   2. Article 23, Paragraph 2 of the revised Articles of Incorporation determines the provisions to limit the scope of matters to set forth in documents to be issued to the shareholders who request the issuance of documents.
   3. As the provisions of the Internet Disclosure and Deemed Provision of Reference Materials, Etc. for General Meeting of Shareholders (Article 23 of the current Articles of Incorporation) are unnecessary, the Company proposes to delete them.
   4. The Company proposes to determine the Supplementary Provisions for the effective date, etc. due to adding and deleting provisions as explained above.

2. Description of the amendments

Description of the amendment is as follows.

The effective date of amendments to Articles of Incorporation (excluding change of Article 23) is at the conclusion of the FY2021 Annual General Shareholders Meeting.

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Current articles of incorporation	Proposed amendments
Chapter 1 General	Chapter 1 General
Article 1 to Article 2	Article 1 to Article 2
Omitted	Unchanged
Article 3 (Purposes)	Article 3 (Purposes)
The purpose of the Company shall be to engage	The purpose of the Company shall be to engage
in the following businesses:	in the following businesses:
Omitted	Unchanged
(New)	(22) Real estate rental and administration business
Article 4 to Article 20	Article 4 to Article 20
Omitted	Unchanged
Article 21(Convocation)	Article 21(Convocation)
An ordinary general meeting of shareholders	1.An ordinary general meeting of
shall be convened in March every year. An	shareholders shall be convened in March
extraordinary general meeting of shareholders	every year. An extraordinary general meeting
may be convened as necessary.	of shareholders may be convened as
	necessary.
(New)	2. General meetings of shareholders may be
	held without including physical locations.
Article 23 (Disclosure by Internet of Reference	(Delete)
Documents, etc. for General Meetings of
Shareholders and Deemed Provision)
In connection with convocation of a general
meeting of shareholders, the Company may
deem that the information relating to the
matters to be described or shown in the
reference documents for the general meeting
of shareholders, the business report, financial
statements and the consolidated financial
statements, be provided to the shareholders by
disclosing such information on the internet as
provided in the relevant Ministerial Ordinance
of the Ministry of Justice.
(New)	Article 23. (Electronic provision measure, etc.)
	1. When convening the General Meeting of
	Shareholders, the Company shall take an
	electronic provision measure for information
	that constitutes the contents of reference
	materials, etc., for the General Meeting of
	Shareholders.
	2. The Company may not include all or part
	of the matters for an electronic provision
	measure as set forth in the Ordinance of the
	Ministry of Justice in documents to be
	delivered to shareholders who submit a
	request for the delivery of written documents
	by the record date for voting rights.
Article 24 to Article 52	Article 24 to Article 52

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Current articles of incorporation		Proposed amendments
Omitted		Unchanged
(New)	（Supplementary provisions）
		1. The deletion of the current Article 23
		(Internet Disclosure and Deemed Provision
		of Reference Materials, Etc. for General
		Meeting of Shareholders) of the Articles of
		Incorporation and the creation of the
		proposed amendment in Article 23
		(Electronic provision measure, etc.) shall be
		effective from the date of enforcement of the
		amending provisions provided in the proviso
		to Article 1 of the Supplementary Provisions
		of the Act for Partially Amending the
		Companies Act (Act No. 70 of 2019) (the
		"Enforcement Date").
		2. Notwithstanding the preceding paragraph,
		the current Article 23 of the Articles of
		Incorporation shall be still effective for the
		General Meeting of Shareholders whose date
		falls within six months from the Enforcement
		Date.
		3. This supplementary provision shall be
		deleted after the later of either the date six
		months from the Enforcement Date or the
		date three months from the date of the
		General Meeting of Shareholders as set forth
		in the preceding paragraph.

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Proposal 2: Election of 5 Directors (excluding Directors who are Audit and Supervisory Committee Members)

The terms of office of all of our Directors (17 in total) will expire at the conclusion of this Annual General Meeting of Shareholders.

We will adopt a group executive officer system to achieve the further enhancement of the managerial framework and improve the flexibility of business execution.

The Company, therefore, proposes to reduce the number of Directors by twelve and elect five Directors for the above purpose. This proposal was discussed at the Audit and Supervisory Committee, with no opinions given.

The candidates are as follows:

Table: List of Candidates for Election as Directors

Candidate	Name	Positions	Responsibilities
No.
1	Masatoshi Kumagai	Founder,	Group CEO
Chairman
2	Masashi Yasuda	Vice President	Deputy to Group CEO, Group CFO and Head of
Group Management Division
3	Hiroyuki Nishiyama	Vice President	Deputy to Group CEO, Group COO and Head of
Group Human Resources Development Division
4	Issei Ainoura	Vice President	Head of Group Payment Processing Division
5	Tadashi Ito	Vice President	Head of Group Infrastructure Division and
General Manager of Business Division

(Note)1. There is no shared interest between the candidates for the Board of Directors and the Company.

2. Each candidate approved the Policy toward Large-scale Purchases of the Company's Shares adopted by the Company. For the outline of the policy, please refer to "7. Basic Policy Regarding the Control of the Stock Company" on page 61 through page 67 of this Notice of Convocation.

3. The Company has concluded a directors and officers liability insurance contract under which all directors are insured. The liability insurance policy compensates for any damage that may arise if a given director, who is an insured person, is liable for executing his or her duties or receives requests to pursue the liabilities. If the above candidates are appointed as directors, they will be insured under the insurance contract, and the Company intends to renew the insurance contract during their terms.

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