(Translation)
March 2, 2007
For Immediate Release
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, Managing Director

Telephone:+81 3 5456 2555
http://www.gmo.jp

URL:

Partial Change to Articles of Incorporation
At the GMO Internet Board of Directors meeting held today, it was decided to submit a partial change
to the Articles of Incorporation to be discussed at the 2007 Annual General Stockholders meeting.
1. Reasons for the Change
The following changes have been made in accordance with Company Law, (Law No. 86/2005) andthe Associated Coordination Laws Concerning Company Law Enforcement Regulations (Law No.
87/ 2005 hereafter the “coordination laws”) enacted on May 1, 2006.
（1）Article 9 (Voting right restrictions for shareholders of fractional shares) has been added todefine shareholder rights that may be exercised in relation to fractional shares.
（2）In light of the spread of the Internet, in accordance with the Company Law Enforcement
Regulations, Article 16 (Disclosure over the Internet of reference documents for generalstockholders meetings), has been added allowing general stockholders meeting documents tobe provided over the Internet.
（3）Under Company Law Enforcement Regulations, in regard to the exercise of voting rights by aproxy voter, the number of proxy voters is defined as one.
（4）Article 43 (Auditor exemption from liability) Paragraph 2 has been added in order make itpossible enter into a limitation of liability contract thus enabling expectations to be clearly set
out in regard to the role of external auditors.
（5）Chapter 6 (Accounting Auditor) has been added to determine the content of the newly
established role.

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.

（6）The following items, as defined by the coordination laws, were deemed to have taken effect on
the company Articles of Incorporation when the laws came into effect on May 1, 2006. The
revisions have been made to clarify those items.
i. Provisions regarding the establishment of the Board of Directors, auditors, Board ofAuditors and accounting auditors. (proposed amendment to Article 4).
ii. Provisions regarding the issue of share certificates. (proposed amendment to Article 8)iii. Provisions regarding the appointment of a shareholder registry administrator. (proposed
amendment to Article 11)（7）Changes in terminology from the old commercial law terminology to the new company law
terminology and the changes necessary to bring the Articles of Incorporation into line with
Company Law Enforcement Regulations.
（8）Other general changes including changes in wording and the numbering and structure of thearticles.
(Note: Some of these changes in wording are not reflected in the translation)

2. Details of Amendments to Articles of Incorporation
Details are provided in the attached document.
3. Schedule
Date of Annual Stockholders Meeting to amend Articles of Incorporation: March 28, 2007
Date that amendments to the Articles of Incorporation come into effect: March 28, 2007

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.

(Appendix)(Changes are underlined)
Current Articles of Incorporation

Proposed Amendment(new)(Article 4 – text omitted)

Article 4 (Organization)
In addition to a general shareholders meeting anddirectors, the company shall appoint the following.
(1) Board of Directors(2) Auditors(3) Board of Auditors(4) Accounting Auditors(No change to Article 5)

Chapter 2 – Stock

Chapter 2 – Stock

Article 5 (Total number of shares to be issued)
The total number of shares issued by the company
shall be 248,125,000.

Article 6 (Total number of shares that may be issued)
The total number of shares that may be issued by
the company is 248,125,000.

Article 6 (Number of shares in one unit)
The company’s number of shares in one unit shallbe 100.

Article 7 (Number of shares per unit)
The company’s number of shares per unit shall be
100.

Article 7 (Share certificates for fractional shares)
The company will not issue share certificates for anumber of shares less than one unit.

Article 8 (Issue of share certificates)
1. The company shall issue share certificates for it’s
stock.
2. Irrespective of the previous paragraph, thecompany may not issue share certificates for
fractional shares.

(new)

Article 9. (Voting right restrictions for shareholdersof fractional shares)
Holders of fractional shares in the company may
not exercise voting rights other than those listed
below.
(1) The rights laid out in Company Law Article
189 Paragraph 2(2) The right to receive surplus dividends(3) Right to demand the purchase of stockacquisition rights(4) The right to receive an allocation of available
shares or equity warrants.

Article 8 (Acquisition of treasury stock)
In accordance with Commercial Law, Article
211.3.1.2, treasury stock may be purchased upon
resolution of the Board of Directors.

Article 10 (Acquisition of treasury stock)
The company may, upon resolution of the Board of
Directors, acquire treasury stock through suchmeasures as market transactions .

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.

Current Articles of Incorporation

Proposed Amendment

Article 9 (Transfer agent)
1. The company shall appoint a stock transfer
agent.
2. The transfer agent or agency shall be selectedby decision of the Board of Directors.

Article 11 (Shareholders register administrator)
1. The company shall appoint a shareholders
register administrator.
2. The shareholders register administrator or
administrating agency shall be determined bydecision of the Board of Directors and public
notice thereof shall be given.

3. The company’s shareholder register, beneficial
shareholder register and register of lost sharecertificates shall be held at the place ofbusiness of the transfer agent and all mattersrelating to shares including the transfer ofshares, right of pledge registration, record of
shares held in trust, unclaimed sharecertificates, notifications to shareholders,delivery of share certificates, the purchase of
fractional shares, provision of a beneficial
shareholders registry, receipt of notification
frombeneficial
shareholders
andtheregistration of lost share certificates shall behandled by the transfer agent and shall not be
handled by the company.
Article 10 (Stock handling regulations)
All handling and commissions related to shares
including the company’s share certificate
denominations, transfer of shares, right of pledge
registration, record of shares held in trust,
unclaimed share certificates, notifications toshareholders, delivery of share certificates,
purchase of fractional shares, provision of abeneficial shareholders registry, receipt of
notification from beneficial shareholders and theregistration of lost share certificates shall begoverned by the stock handling regulations
determined by the Board of Directors.
Article 11 (Record date)
1. The company shall deem the shareholders(including beneficial shareholders) listed on the
final shareholders registry and beneficial
shareholders registry on December 31 of eachyear as the shareholders who may exercise
voting rights at the Annual General
Shareholders Meeting for that accounting
period.
2. In regard to shareholder meetings other thanthose in the above paragraph and in thesearticles of incorporation, when required, thecompany shall, by decision of the board of
directors,
withadvancenotice,deem
shareholders recorded on the final shareholders
register and beneficial shareholders register ona fixed date as well as registered pledgees as theshareholders and registered pledgees entitled toexercise voting rights.

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.

3. The company’s shareholder register (including
the beneficial shareholder register), register oflost share certificates and equity warrants
ledger shall be held at the place of business ofthe shareholders register administrator and all
duties concerning shares and equity warrants
including transfer of shares, registration of lost
share certificates as well as the maintenance ofthe equity warrants ledger and the purchase of
fractional shares shall be handled by theshareholders register administrator and shallnot be handled by the company.

Article 12 (Stock handling regulations)
All handling and commissions related to sharesand equity warrants including denomination ofshare certificates issued by the company and theshareholders register, the register of lost sharecertificates, the maintenance of the equity
warrants ledger and the purchase of fractional
shares shall be governed by the relevant laws andarticles of incorporation as well as the sharehandling regulations determined by the Board of
Directors.

Article 13 (Record date)
1. The company shall deem the shareholders(including beneficial shareholders) that are inpossession of voting rights and listed on the final
register on December 31 of each year as theshareholders that are entitled to exercise voting
rights at the Annual General Shareholders
Meeting for that fiscal year.
2. Notwithstanding the previous paragraph, whenrequired, the company shall, by decision of theBoard of Directors, with advance notice, deem
shareholders recorded on the final shareholders
registry and beneficial shareholders registry on a
fixed date as well as registered stock pledgees, as
the shareholders and registered stock pledgees
entitled to exercise voting rights.

Current Articles of Incorporation

Proposed Amendment

Chapter 3 – General Shareholders Meeting

Chapter 3 – General Shareholders Meeting

Article 12 (Convening)
The company’s Annual General Shareholders
Meeting shall be convened within three months ofthe day following the end of the fiscal term.
Extraordinary meetings shall be convened any
time they are required.

Article 14 (Convening)
The company’s Annual General Shareholders
Meeting shall be convened each year in March.
Extraordinary meetings shall be convened as
required.

Article 13 (The convener and chairperson)
General shareholders meetings, unless otherwise
stipulated by law, shall be convened and chairedby the CEO of the company in accordance with
Board of Director decision. However, in case of theabsence or disability of the CEO, another director
shall carry the task out in the order determined inadvance by the Board of Directors.

Article 15 (The convener and chairperson)
1. General shareholders meetings, unlessotherwise stipulated by law, shall be convened by
the CEO in accordance with Board of Director
decision. In case of absence or disability anotherdirector shall convene the meeting in the order
determined in advance by the Board of Directors.
2. The CEO shall chair general shareholders
meetings. In case of absence or disability anotherdirector shall chair the meeting in the order
determined in advance by the Board of Directors.

(new)
(new)

Article 16 (Disclosure over the Internet of reference
documents for general shareholders meetings)
When the company convenes a generalshareholders meeting, reference documents, theannual report, financial statements or consolidated
financial statements and any other informationthat must be provided shall, in accordance with the
Ministry of Justice laws, be deemed to have been
provided to shareholders when they have been
disclosed over the Internet.

Article 14 (Voting by Proxy)
1. Shareholders that hold voting rights may
appoint another shareholder to exercise theirvoting rights.
2. In this case, the representative is required to
produce a document evidencing their proxystatus at each general shareholders meeting.

Article 17 (Voting by Proxy)
1. Shareholders that hold voting rights may
appoint another shareholder to exercise thosevoting rights.
2. In this case, the shareholder or the
representative, at each general shareholders
meeting, must present documents evidencing
their proxy status.

Article 15 (Method of decision)
1. Except when otherwise determined by law or by
the articles of incorporation of this company,
decisions of general shareholders meetings shallbe determined by a majority of the shareholder
voting rights in attendance.
2. According to Commercial Law Article 343 a
resolution is made when general shareholders
holding over one third of voting rights are inattendance and over two thirds of the vote isgained.

Article 18 (Method of decision)
1. Except when otherwise determined by law or by
the articles of incorporation of this company,
decisions of the general shareholders meetings
shall be determined by a majority of theshareholder voting rights of shareholders inattendance that hold voting rights.
2. According to Company Law, Article 309
Paragraph 2, except when otherwise stated bythese articles of incorporation, a generalshareholders meeting resolution is made, whenshareholders that can exercise voting rights
holding over one third of total voting rights arepresent and over two thirds of the vote is gained.

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.

Current Articles of Incorporation

Proposed Amendment

Article 16 (Record of proceedings)
1. An outline of general shareholders meeting
proceedings and the results thereof shall berecorded in the minutes which shall bear thename and seal impressions or the electronic
signatures of the chairperson and the directors
in attendance.
2. Minutes of the shareholders meeting shall beheld at the head office for ten years from thedate of the minutes being accepted andduplicates shall be held at branch offices for five
years.

Article 19 (Record of proceedings)
1. At the general shareholders meeting, an outlineof the proceedings and the results thereof shallbe recorded in the minutes in addition to any
other items defined by law.

Chapter 4 - Directors and the Board of Directors

Chapter 4 - Directors and the Board of Directors

2. Minutes of the shareholders meeting shall beheld at the head office for ten years from the dateof the minutes being accepted and where theminutes are taken in writing, duplicates shall beheld at branch offices for five years.

Article 17 (Number of Members)(omitted)

Article 20

Article 18 (Election process)(new)
1. The election of directors is decided at thegeneral shareholders meeting by majority votewhen shareholders holding over one third ofgeneral shareholder voting rights are inattendance.
2. (omitted)

Article 21 (Director election process)1. Directors are elected by decision of the generalshareholders meeting.
2. The election of directors is decided by majority
vote at the general shareholders meeting whenshareholders who are entitled to exercise voting
rights holding over one third of shareholder
voting rights are in attendance.
3. (no change)

Article 19 (Dismissal of directors)
A decision to dismiss a director requires over two
thirds of the vote when shareholders holding a
combined total of more than one third of voting
rights are in attendance.

Article 22 (Dismissal of directors)
A decision to dismiss a director requires over two
thirds of the vote when shareholders who areentitled to exercise voting rights, holding over one
third of voting rights are in attendance.

Article 20 (Term of Office)
1. The term of office for a director shall expire at
the close of the annual general shareholders
meeting regarding the final accounting periodthat falls within one year of their assumption of
office.

Article 23 (Director Term of Office)The term of office for a director shall expire at theclose of the annual general shareholders meeting
regarding the final fiscal year that ends within one
year of their election.

2. The term of office of a director who is elected toreplace another director will begin from theexpiration of the retiring director’s term.
3. When a director is elected in an increase of
directors the term of office of the elected director
shall be the same as the remaining term ofexisting directors.

（deleted）(Articles 21-22 are omitted)

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(Number of Directors)(no change)（deleted）(No change to Articles 24-25)

Current Articles of Incorporation

Proposed Amendment

Article 23 (Board of Directors meeting convener andchairperson)
The Board of Directors meeting, unless otherwise
stipulated by law, shall be convened and chairedby the CEO. However, in case of the absence ordisability of the CEO, another director shall carry
the task out in the order determined in advance by
the Board of Directors.

Article 26 (Board of Directors meeting convener andchairperson)
The Board of Directors meeting, unless otherwise
stipulated by law, shall be convened and chaired by
the CEO. In case of the absence or disability
another director shall convene and chair the
meeting in the order determined in advance by the
Board of Directors.

(Articles 24-25 are omitted)(No change to Articles 27-28)

Article 26 (Record of proceedings)
1. An outline of the Board of Directors meeting
proceedings and the results thereof shall berecorded in the minutes which shall bear thename and seal impression or the electronic
signature of the chairperson and the directors
and auditors in attendance.
2. (omitted)

Article 29 (Record of proceedings)
1. At the Board of Directors meeting, an outline ofthe proceedings and the results thereof in
addition to any other items defined by law shallbe recorded in the minutes which shall bear thename and seal impression or electronic signatureof the directors and auditors in attendance.
2. (no change)(Articles 27-28 are omitted)(No change to Articles 30-31)

Article 29 (Remuneration)
Director remuneration and retirement benefits
shall be determined by decision of the generalshareholders meeting.

Article 32 (Director remuneration etc.)
Director remuneration etc. shall be determined bydecision of the general shareholders meeting.

Article 30 (Director exemption from liability)
1. Pursuant to Commercial Law, Article 266
Paragraph 12 the company may by decision of
the Board of Directors, exempt directors(including former directors) from the liabilities
set out in Article 1 Paragraph 5 of the same law.
2. The company may, under Commercial Law,
Article 266 Paragraph 19, enter into contracts
with external directors that restrict the total
amount of money defined under Article 19 of thesame laws, in regard to the limitation of
liabilities set out under Article 1 Paragraph 5 ofthe same law.

Article 33 (Director exemption from liability)
1. The company may, by decision of the Board of
Directors, when the requirements defined underordinances on limitation of liability, Company
Law, Article 423, Paragraph 1 are met, exempt
directors (including former directors) from anamount up to the minimum liability limit as
defined by law subtracted from the amount ofliability indemnity.
2. The company may enter into contracts withexternal directors that limit the extent ofliabilities set out in Company Law, Article 423
Paragraph 1 when requirements defined by law
are met.

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.

Current Articles of Incorporation

Proposed Amendment

Chapter 5 – Auditors and the Board of Auditors

Chapter 5 – Auditors and the Board of Auditors

Article 31 (Number of members)(text is omitted)

Article 34 (Number of Board of Auditor members).
(no change)

Article 32 (Election process)(new)
The election of auditors is by majority vote at thegeneral shareholders meeting when shareholders
holding over one third of general shareholder
voting rights are in attendance.

Article 35 (Board of Auditor election process)1. Auditors shall be elected by decision of thegeneral shareholders meeting.
2. The election of auditors is decided by majority
vote at the general shareholders meeting whenshareholders who are entitled to exercise voting
rights holding over one third of shareholder
voting rights are in attendance.

Article 33 (Term of Office)
1. The term of office for an auditor shall expire at
the close of the general shareholders meeting
concerning the final accounting period that falls
within four years of their assumption of office.
2. The term of office of an auditor who is elected toreplace another auditor will begin from theexpiration of the term of the retiring auditor.

Article 36 (Auditor term of office)
1. The term of office for an auditor shall expire at
the close of the general shareholders meeting
regarding the final fiscal year that ends withinfour years of their election.
2. The term of an auditor who is elected as areplacement for an auditor who retires before theend of their term shall begin from the expirationof the term of the retiring auditor.

Article 34 (Full-time auditor)
More than one full-time auditor must be elected by
and among the auditors.

Article 37 (Full time auditor)
The Board of Auditors shall select full-time
auditor(s) from among the auditors.

(Articles 35-36 are omitted)(No change to Articles 38-39)

Article 37 (Record of proceedings)
1. An outline of the Board of Auditors meeting
proceedings and the results thereof shall berecorded in the minutes which shall bear thename and seal impression or the electronic
signature of the auditors in attendance.
2. Minutes of the Board of Auditors meeting shallbe held at the head office for ten years from thedate they are accepted.

Article 40 (Record of proceedings)
1. At the Board of Auditors meeting, an outline ofthe proceedings and the results thereof in
addition to any other items defined by law shallbe recorded in the minutes which shall bear thename and seal impression or electronic signatureof the auditors in attendance.
2. Minutes of the Board of Auditors meeting shallbe held at the head office for ten years from thedate they are recorded.

(Article 38 is omitted)(no change to Article 41)

Article 39 (Remuneration)
Board of Auditor remuneration and retirement
benefits shall be determined by decision of thegeneral shareholders meeting.

Article 42 (Auditor remuneration)
Board of Auditor remuneration shall be determinedby decision of the general shareholders meeting.

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.

Current Articles of Incorporation
Article 40 (Auditor exemption from liability)
Pursuant to Commercial Law Article 280
Paragraph 1, the company may, by decision of theBoard of Directors, limit auditor (including former
auditor) liability to the extent that it is allowable
under the law.

(new)

Proposed Amendment
Article 43 (Auditor exemption from liability)
1. The company may, by decision of the Board of
Directors, when the requirements defined
under ordinances on limitation of liability,
Company Law, Article 423, Paragraph 1 aremet, exempt auditors (including former
auditors) from an amount up to the minimum
liability limit as defined by law subtracted
from the amount of liability indemnity.
2. The company may enter into contracts withexternal corporate auditors that limit theextent of liabilities when the requirements
regarding limitation of liability set out in
Company Law, Article 423 Paragraph 1 are
met.

(new)

Chapter 6 – Accounting Auditor(new)

Article 44（Election of accounting auditor）
The accounting auditor shall be elected by thegeneral stockholders meeting.

(new)

Article 45 (Term of office)
1. The term of office for an accounting auditor shall
expire at the close of the general shareholders
meeting regarding the final fiscal year that ends
within one year of their election.
2. The accounting auditor shall be deemed to havebeen reappointed at the annual generalshareholders meeting when no resolution ismade at the general shareholders meetingreferred to in the above paragraph.

(new)

Article 46 (Accounting auditor remuneration etc.)
Accounting auditor remuneration shall be
determined by the CEO with the approval of theBoard of Auditors.

Chapter 6 - Accounting

Chapter 7 - Accounting

Article 41 (The fiscal year and accounting term)
The company’s fiscal year is from January 1 to
December 31 and the end of the fiscal year shall be
the closing date of the year.

Article 47 (The fiscal year)
The company’s fiscal year is from January 1 to
December 31.

Article 42 (Payment of profit distribution dividends)
Profit distribution dividends shall be paid toshareholders listed on the final shareholders
register and beneficial shareholders register of
each accounting term and to registered pledgees.

(removed)(new)

Article 48 (Record date of dividends)
Surplus dividends will be paid to shareholders
listed on the final shareholders register on
December 31 of each year and to registered stock
pledgees.

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.

Current Articles of Incorporation

Proposed Amendment

Article 43 (Payment of interim dividends)
The company may, by decision of the Board of
Directors, distribute cash (hereafter interim
dividends) as defined under Commercial Law
Article 293.5 to shareholders listed on the final
shareholders register and beneficial shareholders
register of June 30 each year and to registeredpledgees.

Article 49 (Interim dividends)
The company may, by decision of the Board of
Directors, pay an interim dividend to shareholders
listed on the final shareholder registry on June 30
of each year and to registered stock pledgees, as
defined by Company Law, Article 454 Paragraph 5.

Article 44 (Statute of limitation on dividends)
1. The company is not obligated to pay dividends
or interim dividends when three years has
passed from the date the dividend first became
available and no application has been received.
2.The above unpaid dividends shall notaccumulate interest.

Article 50 (Statute of limitation on dividends)
1. When cash dividends are to be paid, The
company is not obligated to pay dividends orinterim dividends when three years has passed
from the date the dividends first became
available and no application has been received.
2.Unpaid dividends and interim dividends shallnot accumulate interest.

Copyright (C) 2007 GMO Internet, Inc. All Rights Reserved.