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 9, 2023

To Shareholders with Voting Rights:

Masatoshi Kumagai

Founder, Chairman and Group CEO

GMO Internet Group, Inc.

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

Tokyo

NOTICE OF

THE FY2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date and Time:

11:00 a.m. on Friday, March 24, 2023

Time of commencing login: 10:30 a.m.

Preliminary Date and Time:

11:00 a.m. on Saturday, March 25, 2023

Time of commencing login: 10:30 a.m.

Venue:

Virtual-only shareholders' meeting

This Annual General Meeting of Shareholders will be held without

including physical locations. The communication method that we will use to transmit and receive information during the General Meeting is the Internet. For the method of remote attendance, please refer to the "Login method of virtual-only shareholders' meeting (Japanese version only)" within the Notice of Convocation.

Meeting Agenda:

Matters to be resolved: 1. Reporting on the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the Company's Fiscal Year 2022 (January 1, 2022 - December 31, 2022)

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

Meeting Agenda: 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 1 director who is an Audit and Supervisory Committee Member

1

Reference Documents for the General Meeting of Shareholders

Company Proposals

Proposal 1: Partial Amendment to the Articles of Incorporation

1. Reasons for the amendments

GMO Internet Group has never held the deemed resolution as the Company believes that, in principle, the face-to- face debate is significant at the meetings of the Board of Directors, a significant business decision-making authority. However, we will adopt the deemed resolution provided for in Article 370 of the Companies Act of Japan for the Board of Directors to approve the financial statements and business reports and annexed detailed statements accompanying them provided for in Article 436, Paragraph 3 of the Companies Act of Japan (Article 35, Paragraph 2 of the revised Articles of Incorporation) and carry out other specified changes, taking a flexible approach to coping with increases in time and effort required for the increasingly complex financial closing.

2. Description of the amendments Description of the amendment is as follows.

Current articles of incorporation

Proposed amendments

Articles 1-34

Articles 1-34

Omitted

As per the current provisions

Article 35 (Decision-making process)

Article 35 (Decision-making process)

Decisions made by the Board of Directors will require

1. Decisions made by the Board of Directors

more than half of the directors to be in attendance and

will require more than half of the directors to be

will need the support of more than half of those in

in attendance and will need the support of more

attendance.

than half of those in attendance.

(New)

2. The Company deems that, with regard to the

Board of Directors' approval of Article 436,

Paragraph 3 of the Companies Act of Japan, if

the requirements of Article 370 of the

Companies Act of Japan are fulfilled, the

matters are resolved by the Board of Directors.

Articles 36-52

Articles 36-52

As per the current provisions

Omitted

(Supplementary provisions)

(Supplementary provisions)

1-2

1-2

As per the current provisions

Omitted

(Transitional measures for electronic provision measure,

(Transitional measures for electronic provision measure,

etc.)

etc.)

(Deleted)

3. The deletion of the current Article 23 (Deemed

provision of the disclosure via the Internet of reference

materials, etc., for the 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

Current articles of incorporation

Proposed amendments

4. Notwithstanding the preceding paragraph, the current

(Deleted)

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.

5. This supplementary provision shall be deleted after

the later of either the date six months from the

(Deleted)

Enforcement Date or the date three months from the date

of the General Meeting of Shareholders as set forth in

the preceding paragraph.

(Date of entry into force of the Articles of Incorporation)

(Date of entry into force of the Articles of Incorporation)

6. Date of entry into force of change of Article 1

(Deleted)

(company name) is September 1, 2022.

3

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

The terms of office of all of our Directors (5 in total) will expire at the conclusion of this Annual General Meeting of Shareholders.

The Company, therefore, proposes to elect five Directors.

Regarding remuneration and nomination of a director, the Company has established Voluntary Nomination and Remuneration Committees, in which independent directors account for the majority of Members, with the aim of further enhancing objectivity and transparency of the function of the Board of Directors. The Company decides the selection of the candidate for the Board of Directors based on the committee's deliberation and reports.

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

Director

Executive Vice President and Group CFO, Deputy to

Group CEO, Head of Group Management Division

3

Director

Executive Vice President and Group COO,

Hiroyuki Nishiyama

Deputy to Group CEO, Head of Group Human

Resources Development Division

4

Issei Ainoura

Director

Executive Vice President, Head of Group Payment

Processing Division.

Executive Vice President, Head of Group

5

Tadashi Ito

Director

Infrastructure Division, General Manager of

Business Division, Head of Cryptoassets Mining

Business

(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 adoptedby the Company. For the outline of the policy, please refer to "7. Basic Policy Regarding the Control of the Stock Company" 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.

4

No.

Name

Past experience, positions, responsibilities

Number of

shares of the

(Date of birth)

and significant concurrent positions

Company held

May 1991

CEO of Voice Media Inc. (currently, GMO Internet Group,

Inc.)

September 1999 CEO of MagClick Inc. (currently, GMO AD Partners, Inc.)

April 2000

Director of MagClick Inc. (currently, GMO ADPartners,

Inc.)

August 2001

Representative Director and Chairman of iSLE Inc.

( currently, GlobalSign Holdings K.K.)

April 2002

Chairman of the Board of GMO Research Institute

(currently, GMO Research, Inc.) (current position)

March 2003

CEO, Chairman of the Board and President of Global

Media Online Inc. (currently, GMO Internet Group,

Inc.) Chairman of the Board of iSLE Inc. ( currently,

GlobalSign Holdings K.K.) (current position)

March 2004

Chairman of the Board of paperboy&co. Inc. (currently,

GMO Pepabo, Inc.) (current position)

Chairman of the Board of GMO Mobile and Desktop Inc.

(currently, GMO Media, Inc.) (current position)

December 2004 Chairman of the Board of Card Commerce Services Inc.

(currently, GMO Payment Gateway, Inc.)

March 2007

Chairman of the Board of MagClick Inc. (currently, GMO

1

Masatoshi Kumagai

AD Partners, Inc.)

8,990,911

May 2008

CEO, Chairman of the Board and President, and Group

(July 17, 1963)

CEO of GMO Internet, Inc.(currently, GMO Internet

[Reappointment]

Group, Inc.)

April 2009

Chairman of the Board of Inovex, Inc. (currently, GMO

TECH, Inc.) (current position)

December 2011 Chairman of the Board and President of GMO Payment

Gateway, Inc.

December 2012 Chairman of the Board of GMO Payment Gateway, Inc.

(current position)

March 2015

Director of GMO AD Partners, Inc.

March 2016

Chairman of the Board of GMO AD Partners, Inc. (current

position)

March 2022

Founder, Chairman and Group CEO of GMO Internet,

Inc. (currently, GMO Internet Group, Inc.; current

position)

[Reasons for the selection]

With rich experience as the founder running the Company, Masatoshi Kumagai

has demonstrated excellent leadership at the helm of our comprehensive Internet

group - Internet Infrastructure and Internet Finance are the segments at the core

of the Group - comprising 10 listed companies including the Company, as well

as 110 Group companies. We have determined that he, who looks at the whole

Internet industry from a broad perspective, is qualified as the driving force to

achieve sustained growth of the Group.

5

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GMO Internet Inc. published this content on 03 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2023 08:49:06 UTC.