February 27, 2017
Company Name:

GMO Internet, Inc.
(TSE First Section, Code: 9449)

Address:

26-1 Sakuragaoka-cho Shibuya-ku Tokyo JAPAN

Representative:

Masatoshi Kumagai, CEO and Representative Director

Contact:

Masashi Yasuda, Chief Financial Officer

Telephone:+81 3 5456 2555

URL:

http://www.gmo.jp/en

Notice of Independent Investigation Committee Established by Consolidated Subsidiary
GMO Ad Partners
Notice of Postponement of GMO AD Partners 2017 Annual General Shareholders Meeting
Notice of Change of Schedule of GMO Internet 2017 Annual General Shareholders Meeting
GMO Internet, Inc. consolidated subsidiary, GMO AD Partners, Inc. (JASDAQ: 4784) today convened anextraordinary Board of Directors meeting during which it was resolved to establish an independent investigationcommittee and postpone the company’s 2017 Annual General Shareholders Meeting. Details of the decision areprovided in the attached document.
As a result of this decision, GMO Internet plans to revise the schedule of its Annual General Shareholders
Meeting currently scheduled for March 20, 2017. The revised date will be announced as soon as it is finalized.
GMO Internet, as the parent company with external Directors serving on the board of the company, is currently
continuing to investigate.

Attachment「Notice of Establishment of a Third-Party Committee and Postponement of the 18th Annual

General Meeting of Shareholders」(GMO AD Partners, Inc. February 27, 2017)1

February 27, 2017
Address:

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

Headquarters:

1-16-3 Dogenzaka, Shibuya-ku, Tokyo JAPANCompany name:

GMO AD Partners Inc.

Representative:

Makoto Hashiguchi, CEO and Representative Director（Code: 4784 JASDAQ）

Contact:

Masaaki Moritake, Director

Telephone:

03-5728-7900

URL:

http://www.gmo-ap.jp/

Notice of Establishment of a Third-Party Committee and Postponement of the 18th
Annual General Meeting of Shareholders
During the audit of the financial results for the year ended December 31, 2016 by independent auditors,
questions arose over credibility of calculation basis for part of the sales transactions by GMO NIKKO Inc., ourconsolidated subsidiary (“Transactions”).
As we need to understand the facts accurately, we decided that the facts should be investigated by an
external third party in order to ensure objectivity. Therefore, we announce that it was resolved at theextraordinary meeting of the Company’s board of directors held on February 27, 2017 to establish a third-party
committee consisting of external professionals who are independent of the Company, as follows.
We also announce that it was also resolved to postpone the 18th Annual General Meeting of Shareholders
scheduled to be held on March 18, 2017 (“General Meeting”) on the ground that it is expected to take aconsiderable amount of time to complete the investigation by the third-party committee and to fix the financial
results, which makes it difficult to go through the convocation procedures.

1. Members of the third-party committee (Honorifics omitted and in no particular order)
Chair

Hironobu

Yasuda,Apr. 1978

Prosecutor at Tokyo District Public Prosecutors Office

Attorney-at-law

Apr. 2004

Prosecutor at Tokyo High Public Prosecutors Office

DOB: December 13,

Jan. 2005 Chief National Tax examiner (Director of Tokyo National Tax Tribunal)

1950

Jan. 2009 Chief public prosecutor at Yamaguchi District Public Prosecutors OfficeJun. 2010 Prosecutor at Supreme Public Prosecutors Office
Oct. 2010 Admitted in Dai-ichi Tokyo Bar Association1

Jan. 2012 Partner of Seiryo Law Office
Apr. 2013

Deputy Director-General of Asia Crime Prevention Foundation (to present)

May 2013 Member of Chiba Prefecture Compliance Committee (to present)
Jun. 2013 Outside Director of Astellas Pharma Inc. (to present)
Apr. 2015

Part-time instructor at Keio University Graduate School of Law(Tax Procedures Act) (to present)
Jun. 2015 Outside Director of Remixpoint, Inc. (member of Audit and SupervisoryCommittee) (to present)
Jun. 2016 Statutory Auditor of Takata Corporation (to present)
Jan. 2017 Opened Hirakawacho Law OfficeMemberShinya

Fukuzaki,Mar. 1997 Completed legal apprentice training (49th generation)

Attorney-at-law

Apr. 1997

Admitted in Tokyo Bar AssociationDOB: April 24, 1969

Apr. 1997

Joined Kudan Law Office

Oct. 2001 Opened Bancho Square Law Firm and became PartnerJun. 2004 Director of Long To Servicer Co., Ltd.
Jun. 2014 Statutory Auditor of Yamashin-Filter Corp.
Jun. 2016 Director of Yamashin-Filter Corp., (member of Audit and SupervisoryCommittee) (to present)
Jun. 2016 Director of COLOWIDE Co., Ltd. (member of Audit and Supervisory
Committee) (to present)
MemberYoshiyuki

Wada,Apr. 1974 Joined Coopers & Lybrand

CPA

Jun. 1977 Joined Chuo Audit Corporation

DOB: March 2, 1951

Sep. 1978 Registered as Certified Public AccountantAug. 1985 Partner of Chuo Audit Corporation
Jun. 1988 Representative Partner of Chuo Audit Corporation
Jul. 2000 General Manager of Business Development Division of Chuo Aoyama
Audit Corporation
May 2003 Director in charge of Business Development of Chuo Aoyama Audit
Corporation
Aug. 2007 Joined Grant Thornton Taiyo ASG (now Grant Thornton Taiyo LLC) andbecame Representative Partner
Sep. 2014 Statutory Auditor of ZERO CO., LTD. (to present)
Jun. 2015 Director of Forval Telecom, Inc. (to present)
Dec. 2015 Director of CAREER DESIGN CENTER CO., LTD. (to present)
Jun. 2016 Director of LIXIL VIVA CORPORATION (to present)
Aug. 2016 President of Wada Accounting Office (to present)

2. Objective of the investigation by the third-party committee(1) Conduct an investigation of the facts regarding the calculation basis that raised some questions,
identify the cause if there are any problems, clarify where responsibility lies, and present2

recommendations on measures to prevent recurrence(2) Consider an appropriate accounting treatment to be applied by the Company based on (1) above

3. Schedule
The third-party committee will commence its investigation on February 27, 2017, but the schedule forcompilation of the investigation report and reporting to the Company’s board of directors is yet to be determined.
If any adjustments to disclosed materials and financial results are required after the reporting to the Company’sboard of directors, they will be reflected promptly.

4. Future measures
The Company will cooperate fully with the investigation by the third-party committee. Also, we will disclose
findings from the investigation by the third-party committee in a timely manner.

5. Impacts on the financial results for the year ended December 31, 2016 and for the year ending December31, 2017
The Company has disclosed consolidated financial results under Japan GAAP for the year ended December
31, 2016 on February 6, 2017, but it is possible that they may be amended or corrected. The amount of theTransactions that raised questions is approximately 250 million yen (sales), and we will promptly disclose
revisions to the forecast of the financial results for the year ending December 31, 2017, if any, once the amountis fixed based on the results of the investigation by the third-party committee.

6. Reason of postponement of the 18th Annual General Meeting of Shareholders and future plans
We have decided to postpone the General Meeting as it is expected to take a considerable amount of time
to complete the investigation by the third-party committee and to fix the financial results. Accordingly, theCompany plans to set the record date for the convocation of the General Meeting and determine the date of
the General Meeting, and will make the announcement as soon as it is determined.We would like to express
our sincerest apologies for causing tremendous inconvenience and concerns to our stakeholders including
shareholders and investors.

7. Inquiries
For inquiries, please contact:
Telephone ： +813-6427-0929
Hours： From 9:00 a.m. to 7:00 p.m. (except the Company’s non-business days including
Saturdays, Sundays, and national holidays)

3