September 13, 2004
For Immediate Release
Address: 26-1 Sakuragaoka-cho , Shibuya-ku, Tokyo
Company name: Global Media Online Inc.
Code No.9449
Company representative: Masatoshi Kumagai , Representative Director and President
Contact person: Masashi Yasuda , Executive Director
TEL: 03-5456-2555 (switchboard)
FAX: 03-3780-2611
URL: http://www.gmo.jp

Announcing the Conversion of Forval Co., Ltd.
to a Wholly-Owned Subsidiary by Stock Swap

Global Media Online INC. (“the Company”) is pleased to announce that, at a meeting of the Board ofDirectors held today (September 13, 2004), the Company decided that, with the conclusion of a basic
agreement on the acquisition of the diary space free service Saru Saru Nikki announced on August 4, 2004,
the Company will convert Forval Co.,Ltd., which manages the Saru Saru Nikki business, to awholly-owned subsidiary through a stock swap with the effective date of November 2, 2004. A stock swap
agreement has been concluded.
1. Aim of conversion to a wholly-owned subsidiary through a stock swap

The environment for Internet connection use is improving, with the spread of low-cost ADSL
connection services and fiber-optic infrastructure, etc., and the Internet is no longer simply regarded asa tool for purposes such as searching and mailing, but it is also changing into a life-enriching andenjoyable entertainment tool, and personal community-type services look set for increasing expansion.
Under the personal service slogan “That’s Intertainment!” (※), the GMO Group, in which theCompany is the core member, is using the Internet as a communication tool that generates amusement
and emotion to provide Free ML, which boasts Japan’s largest mailing list service in mailcommunities so far, the blog services that are attracting attention in the latest Internet JUGEM,
yapeus! and yaplog!, the avatar service LoveLe and the online game service Corum Online.
The Company is also actively proceeding to strengthen its personal services, concluding, on July 26,
2004, a basic agreement on participation in the GMO Group with Tea Cup Communication, Ltd., which

operates the bulletin board free rental service teacup, and the personal user group is expanding.

※ “Intertainment” is a word coined by combining “Internet” and “entertainment.”
Meanwhile, Saru Saru Nikki is a long-established diary site opened June 18, 1999. It is used by a wide
range of age groups from elementary school students to users aged over 70, has more than 130,000 users
and is proud of its number one scale among diary sites.

With a view to the further expansion of community-type services, the GMO Group has decided to make
Forval Co., Ltd., which runs the diary space free service Saru Saru Nikki, into a group company throughthe stock swap system.

2. Details of Stock Swap
(1) Share Stock Swap
Date
September 13, 2004 (Mon.)
September 14, 2004 (Tue.)
September 29, 2004 (Wed.)
November 2, 2004 (Tue.)
Mid-November 2004

Item
Meeting of board of directors toapprove stock swap agreement
Conclusion of stock swap
agreement
Simple public notice of stockswap
Special shareholders’ meetingfor approval of stock swap
agreement
Deadline for stock swap
Issuance of stock certificates

GMO○Forval
○

○

○

○

−

※

○

○
○

○
−

※In compliance with Article 358 (Simple Method for Stock Swap) of the Commercial Code, GMO
does not plan to receive approval at a shareholders’ meeting.
(2) Share exchange ratio
Global Media Online Inc.
（100% parent company）1Ratio

Forval Co.,Ltd.
（100% subsidiary）
328.5（Notes）1. Share allocation ratio
A total of 328.5 shares of Global Media Online Inc. stock will be allocated for eachshare of Forval Co.,Ltd. stock. The number of new shares to be issued as a result of theshare exchange will be 65,700 (normal shares).
2. Results, method, and basis of third party’s appraisal
The share allocation ratio was agreed upon by the parties involved in the shareexchange based on the results of an appraisal conducted by the third-party institution,
AER Corporation.
3. New shares to be issued as a result of the share exchange:
65,700 normal shares(3) Cash transfer

No cash will be transferred.
(4) Dividend computation date
The initial date from which the dividends for the new shares will be calculated is to be July 1,
2004.
3．Profile of Companies Involved in Share Exchange
1.Company name
Global Media Online Inc.
2.Type(s) of
1. Access business
2. Rental server businessbusiness3. Domain business4. Web site production business

3.Date ofestablishment

May 24, 1991

4.Location of head
officeCerulean Tower, 26-1,
Sakuragaoka-cho,Shibuya-ku,Tokyo
Masatoshi Kumagai

5.Representative
Director
6.Capital

3,311,130,000 yen

7.No. of shares
28,364,394
issued
8.Shareholder capital 9,962,170,000 yen（Dec. 2003）
9.Total assets

11,803,920,000（Dec. 2003）

10.End of fiscal year
11.No. of employees
12.Major clients

December 31
173 （Dec. 2003）
Sales customers: general clients etal.
Kumagai Masatoshi Office Ltd.
41.2％（Dec. 2003）
Bank of Tokyo-Mitsubishi

Forval Co.,Ltd.※１．
Operator of diary site andother Internet services
２．
Advertising
agencybusinessAugust 18, 2004
Change of organization from limited
company to joint-stock company
6-2-3, Nishinakajima, Yodogawa-ku,Osaka-shi, Osaka
Norihiko Tsuyama
10,000,000 yen (as of August 18,2004)
200 shares (as of August 18, 2004)
10,093,000 yen (as of August 18,2004)
18,846,000 yen (as of August 18,2004)
March 314 (as of August 18, 2004)
Google, ValueCommerce Co., Ltd.

Norihiko Tsuyama 100.0%
13.Main shareholder(as of August 18, 2004)& shareholding
14.Main bank
Resona Bank, Limited.
15.Relationship ofcompanies involved
Capitaln/arelationship
Personnel
n/arelationship
Businessn/arelationship※ On August 18, 2004, Forval Co., Ltd. changed its organization from Forval, Ltd. Therefore, thefigures shown are as of the date of the organizational change, August 18, 2004.

16.Performance Over Past 3 Fiscal Years (of Each Company)

Global Media Online Inc.
（100% parent company）
PeriodSales（thousand yen）
Operating profit（thousand yen）（△loss）
Ordinary profit（thousand yen）（△loss）
Net profit（thousand yen）（△loss）
Net profit pershare（yen）
Annual dividend
per share（yen）
Shareholder capitalper share（yen）（△loss）

2001(~Dec.)

2002(~Dec.)Forval Co.,Ltd.
（100% subsidiary）※

2003(~Dec.)

2002(~March.)2003(~March.)2004(~March.)6,925,122

6,648,037

7,238,375

27,80320,502

22,141

613,644479,859

854,621△7,929△1,798285

568,095

461,644883,505△7,328△1,049930

60,043

123,839

576,056△7,328△1,119

860

2.31

4.48

20.81

―

――

24

6―

―

―

307.96294.73360.06―――※ On August 18, 2004, Forval Co., Ltd. changed its organization from Forval, Ltd. Therefore, thefigures shown are for Forval Ltd., as there are no operating results for Forval Co., Ltd.

4. Post-Share Exchange Status
Post-Share Exchange Status will be as follows.
(1) Company name
Global Media Online Inc.
(2) Business activities
1. Access business
2. Rental server business3. Domain business4. Web site production business(3) Location of head office
Cerulean Tower, 26-1,
Sakuragaoka-cho, Shibuya-ku, Tokyo(4) Representative
Masatoshi Kumagai(5) Capital
3,311,130,000 yen (the share exchange will have no effect on
GMO’s capital)(6) Effect on business
There is no change to business forecasts, as the impact of the stockperformanceswap on consolidated results will be slight. The Company willpromptly disclose any fluctuations, etc. in business forecasts.
End