August 24, 2001
Dear Sir or Madam,
Address: 26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo
Company name: Global Media Online Inc.
Company representative: Masatoshi Kumagai, Representative Director and President
OTC issues: Code No. 9449
Contact person: Yoshihiro Himeji, Director and General Manager of Management Department
Phone: 03-5456-2555 (switchboard)
URL: http://www.gmo.jp

Conversion of Mailin Inc. into Complete Subsidiary by Stock Swap
At a Board Meeting held on August 27, 2001 Global Media Online decided to make Mailin Inc. into a complete
subsidiary company by stock swap, taking September 29, 2001 as the stock swap deadline.

1. Aim of conversion into complete subsidiary by stock swap
Through group companies such as Magclick Inc. (Osaka Stock Exchange NASDAQ: Japan market: 4784), Global
Media Online is expanding diverse Internet advertising media business focusing on e-mail advertising in mailmagazines and mailing lists and, with the aim of further advancement, is working to develop direct mail businessusing e-mail.
Meanwhile, Mailin Inc. offers an extremely effective advertising service whereby users are e-mailed advertisements
and information on items they selected themselves and, with a view to strengthening its profit basis, is trying todiversify its service and increase membership.
In this context, Global Media Online and Mailin Inc. decided that, by expanding group companies involved in theInternet advertising media business, they would share the technology, expertise, marketing and sales, etc. they havebuilt up in the mail media business thus far, and that, with the aim of further development of mail media, theywould implement a stock swap.
Global Media Online holds 35.0% of Mailin Inc.’s stock.

2. Conditions, etc. of stock swap
(1) Schedule of stock swap
Board meeting to approve stock swap agreement
August 27, 2001
Conclusion of stock swap agreement
August 27, 2001
General meeting to approve stock swap agreement Will implement without obtaining the approval of general
meeting of stockholders prescribed in Paragraph 1, Article 358 of the Commercial Code
Deadline for stock swap
September 29, 2001

(2) Stock swap ratio
Stock swap ratio

Global Media Online Inc.
(Complete parent company)
1

Mailin Inc.
(Complete subsidiary company)
329(Notes)1. Stock allocation ratio
We will allocate 1,283,100 stocks of Global Media Online Inc to 6,000 stocks (total stock issued) ofMailin Inc.

However, for the 2,100 stocks of Mailin Inc. held by Global Media Online Inc. we will not allot

any stocks of Global Media Online.
2. Result of calculation by third-party organization, calculation method and calculation grounds
The third party organization Inoue Business Consultants Inc. determined the stock swap ratio between the parties
involved in the stock swap with reference to results calculated using the similar company comparison methodand the DCF method.
3. New stock issued as a result of stock swap
1,283,100 face-value ordinary shares (Face value 50 yen)

(3) Stock swap grants
We shall not pay any stock swap grants.
(4) Initial date of reckoning for dividend
The initial date of reckoning for dividend on new stocks issued as a result of the stock swap is July 1, 2001.

3. Profile of companies involved in stock swap
Trade NameBusiness

Date of Foundation
Location of HeadOffice
Representative
Capital
Total Stock Issued(face value)
Shareholders’ Equity
Settlement Period
Main customers
Employee
Sales target
Main Stockholders
and Stockholding
Ratios (Stockholding
ratio of at least 10%)Main Bank
No. of Stockholders

Global Media Online Inc.
(Complete parent company)
Internet general infrastructure business
1. Access service
2. Server service
3. Domain service
May 24, 1991
26-1. Sakuragaoka-cho, Shibuya-ku,
Tokyo
Masatoshi Kumagai
3,229,375,000 yen
25,673,694 stocks(50 yen)
8,189,944,000 yen(Term ending December 2000)
9,297,924,000 yen(Term ending December 2000)
December 31
119 (Term ending December 2000)
General customers, etc.
Shoei 45.41 %Masatoshi Kumagai 11.55 %(Term ending December 2000)
Tokyo Mitsubishi Bank
1,376 (Term ending December 2000)

Mailin Inc.
(Complete subsidiary company)
Opt-In Mail business

July 31, 2000
1-12-1 Dogenzaka,Shibuya-ku, Tokyo
Shinichi Saijyo
300,000,000 yen
6,000 stocks(50,000 yen)
194,801,000 yen(Term ending September 2000)
310,026,000 yen(Term ending September 2000)
September 30
4 (Term ending September 2000)
Advertising agencies, etc.
Cyber Agent 55.0%
Global Media Online Inc. 35.01%
On the Edge Inc. 10.0%
Fuji Bank3

Business Results in Last 3 Settlement Periods
Global Media Online Inc.
(Complete parent company)
Settlement Period
Sales (thousand yen)
Operating profit(thousand yen)
Ordinary profit(thousand yen)
Net Income(thousand yen)
Net Income Per Share(Yen)Dividend Per Share (Yen)
Stockholders’ Equity
Per Share (Yen)

Mailin Inc.
(Complete subsidiary company)
Term ending
September 2000※（12/7〜12/9）

Term ending
September 2001※（13/10〜13/3）

Term ending
December
1998

Term ending
December
1999

Term ending
December
2000

1,945,989

3,703,421

6,784,578

11,964

243,016

219,894

715,482

1,308,637△105,154

20,893215,256784,297

1,202,370△105,149

21,02098,294

329,009562,786△105,198

20,875366.77

60.62

22.70

△17,533.03

3,479.30

−−

5.0ー−

1,460.6

765.23326.3032,466.96

35,946.26* Mailin’s term ending September 2000 is a three-month term as this was the businessyear of its foundation. For the term ending September 2001 the table shows data for the interim period.
4. Conditions following stock swap
Trade NameBusiness

Location of Head Office
Representative
CapitalGlobal Media Online Inc.
(Complete parent company)
Internet general infrastructurebusiness
1. Access service
2. Server service
3. Domain service
26-1. Sakuragaoka-cho,Shibuya-ku, Tokyo
Masatoshi Kumagai
3,229,375,000 yen

Mailin Inc.
(Complete subsidiary company)
Opt-In Mail business

1-12-1 Dogenzaka,Shibuya-ku,
Tokyo
Shinichi Saijyo
300,000,000 yen(1) Impact on business results
We believe that as a result of this stock swap we will expand our Internet advertising media business and definitely
strengthen the corporate base of the GMO Group.
(2) Consolidated result forecasts following stock swap
For reasons such as the volatility and unpredictability of the environment surrounding the Internet, we are notreleasing business forecasts as in the past and are therefore disclosing the quarterly settlement. From now on, in
place of business forecasts, we will continue to disclose our quarterly settlement promptly.
Concluded