October 18, 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 3721 Soft Inc. to a Wholly-Owned Subsidiary by
Stock Swap and the Conversion of AccessPort Inc. to a Subsidiary
Global Media Online INC. (“GMO”) wishes to announce that, a meeting of the Board of Directors
held today (October 18, 2004) resolved that GMO will convert 3721 Soft Inc. into a wholly-owned
subsidiary through a stock swap with an effective date of December 5, 2004. A stock swap
agreement has been concluded.
3721 Soft Inc. is the largest shareholder of AccessPort Inc. which manages the Jword service andowns 59.0% of the voting rights. As a result of the share exchange, GMO, together with 3721 SoftInc. will own 73.9% of voting rights of AccessPort Inc. Consequently, AccessPort Inc. will become asubsidiary of GMO with an effective exchange date of December 5, 2004.

1. Aim of conversion to a wholly-owned subsidiary through a stock swap
On September 19, 2004, GMO, in cooperation with AccessPort, launched a comprehensive
information search service called 9199.jp, or quickjp. The service is based on Jword, the firstJapanese language keyword search system in Japan managed by AccessPort
The new service, 9199.jp, provides a comprehensive search function that combines three services,namely Jword, an Internet Number Service, and a Telephone Directory Search. The main function is9199 Comparative Search and 9199 Telephone Directory. The 9199 Telephone directory offers ayellow pages service.
To strengthen the partnership with AccessPort Inc., which manages mission-critical systems, andJword, we have acquired 3262 shares , or 40% of 3721 Soft Inc.
Following the acquisition of the shares, GMO considered measures to strengthen the ties with3721 Soft Inc. as well as AccessPort Inc., and has decided to make 3721 Soft Inc. a wholly-owned
subsidiary through a stock swap.

2. Details of Stock Swap
(1) Share Stock Swap
DateItemGMO3721 SoftInc.
○Meeting of board of directors○
to approve stock swap
October 18, 2004 (Mon.)agreement
Conclusion of stock swap○○
agreement
October 19, 2004 (Tue.)
Simple public notice of stock○−swap
Special shareholders’ meeting※○
November 2, 2004 (Tue.)for approval of stock swap
agreement
December 5, 2004 (Sun.)
Deadline for stock swap○○
Mid-December 2004
Issuance of stock certificates○−* 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.
3721 Soft Inc.
100%subsidiary）（（100% parent company）
Ratio
204.331Notes1.
Shareallocation
ratio（）
A total of 204.33 shares of Global Media Online Inc. stock will be allocated foreach share of 3721 Soft Inc. stock. The number of new shares to be issued as aresult of the share exchange will be 1,000,000 (normal shares) after theadjustment is made to shares less than the minimum trading lot
The GMO holding of 3,262 shares will not be allocated. As a result, the numberof shares of 3721 Soft Inc. to be allocated is 4,894.
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, Attax Business Consulting Co., Ltd. .
3. New shares to be issued as a result of the share exchange:
1,000,000 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 beJuly 1, 2004.

3．Profile of Companies Involved in Share Exchange
1.Company name
Global Media Online Inc.
2.
1. Access businessType(s) of business 2. Rental server business3. Domain business4. Web site production business
3.Date ofestablishment
4.Location of headoffice
5.Representative
Director

May 24, 1991

6.Capital

3,311,130,000 yen（ Dec. 2003）

7.No. of sharesissued
8.Shareholder
capital
9.Total assets

59,646,188 (as of October 18,

10.End of fiscalyear
11.No. ofemployees
12.Major clients

December 31

13.Mainshareholder &shareholding

26-1, Sakuragaoka-cho,Shibuya-ku, Tokyo
Masatoshi Kumagai2004)

9,962,170,000 yen（ Dec. 2003）
11,803,920,000（ Dec. 2003）

173 （ Dec. 2003）
Sales customers: general clients
et al.
Kumagai Masatoshi Office Ltd.
41.2％（ Dec. 2003）（more than 10%）14.Main bank

Bank of Tokyo-Mitsubishi

15.Relationship ofcompanies involved
Capital relationship n/a
Personnel
n/arelationship
Businessn/arelationship3721 Soft Inc.
Securities investment business

July 7, 2004
2-21-1, Akasaka, Minato-ku, Tokyo
Weng Yongbiao
Shen Haiyin
40,780,000 yen (as of October 18,2004)
8,156 (as of October 18, 2004)
40,780,000 yen (as of October 18,2004)
40,780,000 yen (as of October 18,2004)

March 31−−

GlobalMediaOnline

40.0％
Weng Yongbiao 30.0％
Shen Haiyin 30.0％(as of October 18, 2004)

Sumitomo Mitsui Banking
Corporation

Inc.

16.Performance Over Past 3 Fiscal Years (of Each Company)
Global Media Online Inc.
（ 100% parent company）
2002
2003
Period2001 (~Dec.)(~Dec.)

Sales（ thousand yen）
Operating profit（ thousand yen）
Ordinary profit（ thousand yen）
Net profit（ thousand yen）
Net profit per share（ yen）
Annual dividendper share（ yen）
Shareholder capitalper share（ yen）(~Dec.)

6,925,122

6,648,037

7,238,375

613,644479,859

854,621568,095

461,644883,505

60,043

123,839

576,056

2.31

4.48

20.81

246

307.96294.73360.063721 Soft Inc.
(100% subsidiary） ?
−−−−−−−−−−−−−−

−

−

−

−

−

−−−−

−

※No information on business performance is available as 3721 Soft Inc. has only recently been
established.

4. Post-Share Exchange Status
As a result of the share exchange, GMO, together with 3721 Soft Inc. will own 73.9% of thevoting rights of AccessPort Inc. Consequently, AccessPort Inc. will become a subsidiary of GMO
with an effective exchange date of December 5, 2004.
Profile of AccessPort Inc
Company name(1)
(2)

Representative
Director

AccessPort Inc.
Weng Yongbiao
Shen Haiyin

(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)

Location of head
officeDate ofestablishment
Type(s) ofbusinessEnd of fiscal year
No. of employees

2-21-1, Akasaka, Minato-ku, Tokyo
August 16, 2000
JWord (Japanese language keyword) business, Technology Licensingbusiness

March 3126 (as of September 30, 2004)

Principal place of
Minato-ku and Shibuya-ku, Tokyo
business

CapitalNo. ofissued

114,500,000 yen (as of March 31, 2004)
sharesMajor shareholders

12,070 (as of March 31, 2004)
3721 Soft Inc. 59.0% (as of October 18, 2004)

(12)and number of Global Media Online Inc.
shares held
Performance in the most recent business year

14.9% (as of October 18, 2004)
2004 (~March)

Sales（ thousand yen）
Gross profit（ thousand yen）
Operating profit （ thousand yen）
Ordinary profit （ thousand yen）
Net profit （ thousand yen）
Total assets（ thousand yen）
Shareholder capital（ thousand yen）
Dividend per share（ yen）
Post-Share Exchange Status
1.Company name
2.Type(s) of business

3.Location of head office
4.Representative Director
5.Capital
6.Effect on businessperformance

305,117
185,044
42,83643,18742,897
398,517
145,327−

Global Media Online Inc.
1. Access business
2. Rental server business3. Domain business4. Web site production business
26-1, Sakuragaoka-cho, Shibuya-ku, Tokyo
Masatoshi Kumagai
3,311,130,000 yen (the share exchange will have no effect on
GMO’s capital)
The acquisition of the shares does not change the consolidated
earnings forecast for the year ended December 31, announced on
August 19, 2004, as the deemed acquisition date for the purposesof consolidated accounting is December 31, 2004.

End