(Stock Exchange Code: 3788)
March 4, 2024
(Commencement Date of Measures for Electronic Provision: February 26, 2024)

To Shareholders with Voting Rights:
GMO GlobalSign Holdings K.K.
President & CEO
Mitsuru Aoyama
26-1, Sakuragaoka-cho, Shibuya-ku,
Tokyo

NOTICE OF CONVOCATION OF
THE 31ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We extend our heartfelt condolences to all those affected by the recent Noto Peninsula earthquake, as
well as to their families. Our thoughts are with you during this challenging time, and we sincerely pray
for the swift recovery and reconstruction of the affected areas.
You are cordially invited to attend the 31st Annual General Meeting of Shareholders as described
below.
For convening this General Meeting of Shareholders, we have taken measures for electronic provisionand posted matters to be provided electronically as the “Notice of Convocation of the 31st Annual
General Meeting of Shareholders” on the following website.
The Company’s website: https://www.gmogshd.com/ir/stock/shareholder/
In addition to the website above, they have been posted on the following website.
The Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show* Please enter “GMO GlobalSign” or “3788” and search for it, and select “Basic information” and “Documents for public
inspection/PR information” to confirm them.

1. Date and Time:
2. Alternate Dateand Time:
2. Method of:
3. Meeting Agenda:
Matters to be reported:

Tuesday, March 19, 2024 at 3:30 p.m. Japan time
(Log-in starts at 3:00 p.m.)
Friday, March 22, 2024 at 12:30 p.m. Japan time
(Log-in starts at 12:00 p.m.)
Virtual-Only Shareholders Meeting
1. Reporting on the Business Report, Consolidated Financial
Statements and results of audits by the Accounting Auditor andthe Audit and Supervisory Committee of the Consolidated
Financial Statements for the Company’s 31st Fiscal Year

(January 1, 2023 - December 31, 2023)
2. Reporting on Non-Consolidated Financial Statements for theCompany’s 31st Fiscal Year (January 1, 2023 - December 31,
2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (excluding Directors who are Audit
Proposal 2:
and Supervisory Committee Members)
Election of Three (3) Directors who are Audit and Supervisory
Proposal 3:
Committee Members* Exercising your voting rights:
You may exercise your voting rights by mail or through the Internet. Please review the Reference toExercise of Voting Rights posted on matters regarding measures for electronic provision, andexercise your voting rights by 6:30 p.m. on Monday, March 18, 2024.
When neither approval nor disapproval of a proposal is indicated on your Voting Rights Exercise Form,it will be deemed as a vote for approval.
* Modifications, if any, to matters regarding measures for electronic provision, will be posted on therelevant websites.
* Changes, if any, in the operation of this General Meeting of Shareholders, will be informed via the
Company’s website (https://www.gmogshd.com/ir/stock/shareholder/).

Proposal 1: Appropriation of Surplus
In consideration of factors such as business performance and financial standing for the fiscal year
under review, the Company proposes the year-end dividend for the fiscal year under review asfollows:
1. Type of dividend property
Cash
2. Matters concerning allotment of dividend property to shareholders and the total amount thereof¥38.46 per share of common stock of the Company
Total amount: ¥443,033,047
3. Effective date of distribution of surplus
March 25th, 2024

Proposal 2: Election of Six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office for the five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members; the same applies in this proposal) will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the Company proposes the election of Six (6) Directors.
The Audit & Supervisory Committee has considered this proposal and stated that there is no issue tobe pointed out.
In addition, based on the premise that the Board of Directors consists of directors who have expertise,
experience, etc. required to enhance our Group’s corporate value, the company has determined theselection of candidates for Directors after receiving the recommendation of the Nomination andCompensation Committees.
The candidates for Directors are as follows:
Candidate No.

Name

Positions

Responsibilities

1

Mitsuru Aoyama

President & CEO and Executive OfficerCEO2

Masatoshi Kumagai

Chairman－3

Ichiro Chujo

Vice President & Executive Officer

In charge of global
strategy

4

Susumu Ikeya

Executive Officer

5

Masashi Yasuda

Director－

6

Yukari Akiyama

Director－

In charge of corporate
division

Attendance atmeetings of theBoard of Directors
18 out of 18
meetings(100%)
16 out of 18
meetings(89%)
18 out of 18
meetings(100%)
14 out of 14
meetings(100%)
18 out of 18
meetings(100%)－

Candidate No.

Name

1

Mitsuru Aoyama

April 1989

Career summary, positions, responsibilities and significant concurrent positions
Joined TOKYO KEIKI INC.

(February 8, 1967)

September 1995

Joined iSLE LLC (currently, GMO GlobalSign Holdings K.K.)[Reappointment]

May 1997

President & CEO, iSLE Inc. (currently, GMO GlobalSign Holdings K.K.)

March 2003

Director of Global Media Online, Inc. (currently, GMO Internet Group,Inc.)
President & CEO, GMO CARS, Inc.

Number of

October 2016

the Company’s

January 2020

President & CEO, GMO Mobility Cloud Inc.

shares owned

March 2022

President & CEO and Executive Officer, GMO GlobalSign Holdings K.K.
(to present)

198,169

Reasons for the selection

sharesMr. Mitsuru Aoyama has been presiding over the overall management of the Company as
President and CEO since 1997. We have determined that he can make use of these skills toperform the duties expected of President & CEO in 2024 and beyond, and therefore propose toelect him as a Director.

2

Masatoshi
Kumagai(July 17, 1963)[Reappointment]

May 1991
September 1999
April 2000
August 2001

Number of
the Company’s
shares owned－
sharesApril 2002
March 2003

March 2004

December 2004
March 2007
May 2008
April 2009
December 2011
December 2012
March 2015
March 2016
March 2022
September 2022

President & CEO of Voice Media, Inc. (currently, GMO Internet
Group, Inc.)
President & CEO of MagClick Inc. (currently, GMO AD Partners
Inc.)
Director of MagClick Inc. (currently, GMO AD Partners Inc.)
Representative Director and Chairman of iSLE Inc. (currently,
GlobalSign Holdings K.K.)
Chairman of the Board of GMO Research Institute (currently, GMO
Research, Inc.) (to present)CEO, Chairman of the Board and President of Global Media Online,
Inc. (currently, GMO Internet Group, Inc.)
Chairman of the Board of iSLE Inc. (currently, GlobalSign Holdings
K.K.) (to present)
Chairman of the Board of paperboy&co., Inc. (currently, GMO
Pepabo, Inc.) (to present)
Chairman of the Board of GMO Mobile and Desktop, Inc. (currently,
GMO Media, Inc.) (to present)
Chairman of the Board, Card Commerce Services, Inc. (currently,
GMO Payment Gateway, Inc.)
Chairman of the Board, MagClick Inc. (currently, GMO AD Partners
Inc.)
CEO, Chairman of the Board and President, Founder and Group
CEO, GMO Internet, Inc. (currently, GMO Internet Group, Inc.)
Chairman of the Board of Inovex, Inc. (currently, GMO TECH, Inc.)(to present)
Chairman of the Board and President of GMO Payment Gateway,
Inc.
Chairman of the Board of GMO Payment Gateway, Inc. (to present)
Director of GMO AD Partners Inc.
Chairman of the Board of GMO AD Partners Inc. (current position)
Founder, Group Chairman and Group CEO of GMO Internet, Inc.
(currently, GMO Internet Group, Inc.)
Founder, Chairman and Group CEO of GMO Internet Group, Inc. (topresent)

Reasons for the selection
Mr. Masatoshi Kumagai has a wealth of experience and knowledge, etc. as CEO of GMO
Internet, Inc. We have determined that he can make use of these skills for the managementof the Company, and therefore propose to elect him as a Director.
3

Ichiro Chujo(July 18, 1965)[Reappointment]

July 1997
February 2000
April 2003
March 2006

Number of
the Company’s
shares owned
48,000sharesMarch 2010

December 2011

January 2013

Joined WEBKEEPERS, Inc. (currently, GMO-Z.COM USA, INC.)
Director of iSLE Inc. (currently, GMO GlobalSign Holdings K.K.)
President and Representative Director of GeoTrust Japan, Inc.
(currently, GMO GlobalSign K.K.) (to present)
Director and Head of Security Service Business of GMO Hosting &Security, Inc. (currently, GMO GlobalSign Holdings K.K.)
Vice PrVice President and Head of Security Service Business of
GMO HOSTING & SECURITY, INC. (currently, GMO GlobalSign
Holdings K.K.)
Vice President, Head of Security Service Business and Head ofEnterprise Sales Division of GMO CLOUD K.K. (currently, GMO
GlobalSign Holdings K.K.)
Vice President, Head of Security Service Business and Head ofMarketing Division of GMO CLOUD K.K. (currently, GMO
GlobalSign Holdings K.K.)

January 2014
January 2015
March 2016
March 2017
February 2021
March 2022

Vice President and Head of Security Service Business of GMO
CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.)
Vice President in charge of Security Business and IAM Business of
GMO CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.)
Director of GMO Internet, Inc. (currently, GMO Internet Group, Inc.)
Vice President in charge of Security Business of GMO CLOUD K.K.
(currently, GMO GlobalSign Holdings K.K.)
Vice President in charge of Digital Certificate and eSignature
Business of GlobalSign Holdings K.K.
Vice President & Executive Officer in charge of global strategy of
GMO GlobalSign Holdings K.K. (to present)

Reasons for the selection
Mr. Ichiro Chujo has been serving as a Director of the Company since 2000 and as a
Director in charge of security business since 2003. In addition, he has been performing
duties as the person in charge of Global strategy officer since 2022, and has a wealth ofexperience and knowledge, etc. We have determined that he can make use of these skills toperform the duties expected of the person in charge of global strategy in 2024 and beyond,and therefore propose to elect him as a Director.
4

Susumu Ikeya(April 30, 1976)[Reappointment]

January 2005
June 2011
September 2013

Number of
the Company’s
shares owned

April 2018
March 2022

Joined KYODO PUBLIC RELATIONS CO., LTD.
Joined Deloitte Tohmatsu Consulting Co., Ltd. (Currently, Deloitte
Tohmatsu Consulting LLC)
Joined GMO CLOUD K.K. (currently, GMO GlobalSign Holdings
K.K.)
Internal Audit Group Chief, GMO CLOUD K.K. (currently, GMO
GlobalSign Holdings K.K.)
Executive Officer in charge of Corporate Division, GMO GlobalSign
Holdings K.K. (to present)

78
sharesReasons for the selection
Mr. Susumu Ikeya, since joining the Company, has been engaged in the corporate planning
division and the management division. He has been performing duties as an Executive
Officer in charge of these divisions since 2022, having a wealth of experience andknowledge, etc. We have determined that he can make use of these skills to perform theduties expected of a Director in charge of the corporate division, and therefore propose toelect him as a Director.
5

Masashi Yasuda(June 10, 1971)[Reappointment]

April 2000
April 2000
September 2001
March 2002

Number of
the Company’s
shares owned－
sharesMarch 2003

March 2005

May 2008
March 2013

Registered as a certified public accountant
Joined interQ, Inc. (currently, GMO Internet Group, Inc.)
Head of Corporate Strategy of Global Media Onlince, Inc. (currently,
GMO Internet Group, Inc.)
Director and Head of Corporate Strategy of Global Media Onlince,
Inc. (currently, GMO Internet Group, Inc.)
Executive Director in charge of Group Corporate Strategy andInvestor Relations of Global Media Onlince, Inc. (currently, GMO
Internet Group, Inc.)
Managing Director and Head of Management Division, in charge ofGroup Corporate Strategy and Investor Relations of Global Media
Online, Inc. (currently, GMO Internet Group, Inc.)
Managing Director and Head of Group Management Division of
GMO Internet, Inc. (currently, GMO Internet Group, Inc.)
Managing Director, Deputy to Group CEO and Head of GroupManagement Division of GMO Internet, Inc. (currently, GMO Internet
Group, Inc.)March 2015
March 2016

June 2016

December 2016
June 2019
March 2022

Deputy CEO, Deputy to Group CEO and Head of GroupManagement Division of GMO Internet, Inc. (current position)
Director of GMO Media, Inc. (to present)
Director of GMO CLOUD K.K. (currently,GMO GlobalSign
Holdings K.K.) (to present)
Director of GMO Pepabo, Inc.
Director of GMO Research, Inc. (to present)
Director of GMO AD Partners Inc. (to present)
Director of GMO TECH, Inc. (to present)
Director of GMO CLICK Holdings, Inc. (currently, GMO Financial
Holdings, Inc.) (to present)
Auditor of Aozora Trust Bank, Ltd (currently, GMO Aozora Net
Bank, Ltd.)
Director of GMO Payment Gateway, Inc. (to present)
External Director of GMO Aozora Net Bank, Ltd. (to present)
Director, Executive Vice President and Group CFO, Deputy to Group
CEO, Head of Group Management Division, GMO Internet, Inc.
(Currently, GMO Internet Group, Inc.) (to present)

Reasons for the selection
Mr. Masashi Yasuda has a wealth of experience and knowledge, etc. as a Director in chargeof the management division of GMO Internet, Inc. and also has advanced expertise as acertified public accountant. We have determined that he can make use of these skills for the
management of the Company, and therefore propose to elect him as a Director.
6

Yukari Akiyama(January 25, 1973)

July 1996
April 2000

[New appointment][External Director]

Number of
the Company’s
shares owned－
sharesNovember 2004
April 2008
November 2010
April 2012
January 2023

Joined Intel Corporation
Joined Boston Consulting Group Inc. (Currently, Boston Consulting
Group LLC)
Joined SAP Japan Co., Ltd.
Joined GE International Inc.
Joined IBM Japan, Ltd.
President & CEO of Leonessa, Inc. (to present)
External Director of Morpho, Inc. (to present)

Reasons for selection as a candidate for External Director and roles expected to be fulfilled
Ms. Yukari Akiyama, after working in global corporations and the consulting industry,
assumed the position of Representative Director of Leonessa Co., Ltd. in 2012. Withextensive experience and expertise as a management consultant supporting strategicplanning and business development, she also possesses a deep understanding of Diversity& Inclusion. Based on these qualifications, we expect her to provide valuable advice andinsights regarding the management of our company, and therefore propose to appoint her as
an External Director.

Notes:
1. Candidate Masatoshi Kumagai is CEO, Chairman of the Board and President of GMO Internet Group, Inc. (parent company of
the Company). There is a commercial relationship with the Company and GMO Internet Group, Inc.
2. Candidate Masashi Yasuda is Director of GMO Internet Group, Inc. (parent company of the Company). There is a commercial
relationship with the Company and GMO Internet Group, Inc.
3. There are no special interests between the other candidates and the Company.
4. Candidates Masatoshi Kumagai and Masashi Yasuda are executives of the Company’s parent company GMO Internet Group, Inc.
and its subsidiaries. Their positions and responsibilities in the said companies are as described in “Career summary, positions,
responsibilities and significant concurrent positions.”
5. Candidate Yukari Akiyama is a candidate for External Director, and if appointed, intends to be registered as an independent
director as stipulated by the Tokyo Stock Exchange.
6. The number of shares of the Company held by a candidate for Director is the effective number of shares held, including sharesthrough GMO GlobalSign Holdings K.K.’s Officer Stock Ownership.
7. If the appointment of Candidate Yukari Akiyama is approved, the Company plans to enter into a liability limited contract basedon the provisions of Article 427, Paragraph 1 of the Companies Act.
8. The Company has entered into a directors and officers liability insurance policy with all Directors. The policy covers losses that
may arise from the insured’s assumption of liability incurred in the course of their performance of duties or receipt of claims
pertaining to the pursuit of such liability. If the respective candidates are appointed as Director, they will be covered by thisinsurance policy. The Company also plans to renew the insurance policy during their terms of officeProposal 3: Election of Three (3) Directors who are Audit and Supervisory Committee Members
The terms of office for the Three (3) Directors who are Audit and Supervisory Committee Members
will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theCompany proposes the election of Three (3) Directors who are Audit and Supervisory Committee
Members. Furthermore, we have obtained prior approval from the Audit & Supervisory Committee
for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate No.

Name

1

Akihiko Nakajima

December 2006

Career summary, positions, responsibilities and significant concurrent positions
Joined Misuzu Audit Corporation(September 19, 1972)

Augst 2007

Joined Shin Nihon Audit Corporation (currently, Ernst & Young ShinNihon
LLC)[Reappointment]
April 2013
Number of

May 2014

the Company’s
shares owned

March 2018

Joined GMO CLOUD K.K. (currently, GMO GlobalSign Holdings
K.K.)
Internal Audit Group Chief, GMO CLOUD K.K. (currently, GMO
GlobalSign Holdings K.K.)
Director who are Audit and Supervisory Committee Member, GMO
CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.) (to present)

898

Reasons for the selection

sharesMr. Akihiko Nakajima possesses specialized knowledge in accounting and has been effectively
fulfilling his duties in the internal audit department since joining our company, demonstrating
extensive experience and expertise. We seek his appointment to leverage these qualities in the
management and auditing of our company.

2

Hiroshi Mizukami(May 9, 1968)[Reappointment]

April 1995
June 2002
May 2014[External Director]

June 2015
Number of
the Company’s
shares owned
861
sharesMay 2016

October 2016
May 2020

Registration as alswyer(Daini Tokyo Bar Associatiou)
External Auditor, Takachiho Denki Corporation (currently Elematec
Corporation) (to present)
External Auditor, GMO CLOUD K.K. (currently, GMO GlobalSign
Holdings K.K.)
External Auditor, D.A.Consortium Inc.
External Director who are Audit and Supervisory Committee Member,
SANYEI CORPORATION
External Director who are Audit and Supervisory Committee Member,
GMO CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.) (topresent)
External Auditor, D.A.Consortium Holdings Inc.
External Director, NAKANO REFRIGERATORS CO., LTD (topresent)

Reasons for selection as a candidate for External Director and roles expected to be fulfilled
Mr. Yutaka Mizukami is requested to be appointed based on his specialized knowledge andexperience as a lawyer, which enables him to contribute to strengthening our company's
governance structure and auditing the execution of directors' duties. Although Mr.
Mizukami does not have direct experience in corporate management, we believe that hewill effectively fulfill the responsibilities of an external director based on the
aforementioned reasons.

3

Masahito Okada(May 25, 1965)[Reappointment]

October 1992
May 1996
July 2007[External Director]

Number of
the Company’s
shares owned

Nobember 2017
March 2018

October 2018861
sharesApril 2019
October 2019
August 2020
January 2021
Febraey 2022
June 2022
June 2022
June 2023

Joined Audit Corporation Tohmatsu (currently, Deloitte Touche
Tohmatsu LLC)
Registered as a certified public accountant
Partner of Audit Corporation Tohmatsu (currently, Deloitte Touche
Tohmatsu LLC)
CFO, cocone corporation
External Director who are Audit and Supervisory Committee Member,
GMO CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.) (topresent)
Head of Investment Division, Growin' Partners Inc.
External Auditor, AsiaQuest Co., Ltd. (to present)
External Auditor, lafool Inc. (to present)
Director, Growin' Capital Inc.
President & CEO, WIZM LLC (to present)
External Auditor, Ai ROBOTICS INC. (to present)
External Auditor, primeNumber Inc. (to present)
External Auditor, Japan Asset Management Platform Group Co., Ltd.
External Auditor, Leading Mark, Inc. (to present)
External Director, Japan Asset Management Platform Group Co., Ltd.
(to present)

Reasons for selection as a candidate for External Director and roles expected to be fulfilled
Mr. Masafumi Okada has expertise as a certified public accountant and possesses extensive
experience and knowledge in corporate management. Additionally, he is well-versed in thefield of IT. We expect him to contribute to strengthening our corporate governance andauditing the execution of director duties. Therefore, we request his appointment.

Notes:
1. There are no special interests between the candidates and the Company.
2. Candidate Hiroshi Mizukami is a candidate for External Director. The number of years since he assumed the position of External
Director who is a member of the audit and supervisory committee is eight years as of the conclusion of this Annual General
Meeting of Shareholders. He is an independent director as defined by the Tokyo Stock Exchange.
3. Candidate Masafumi Okada is a candidate for External Director. The number of years since he assumed the position of External
Director who is a member of the audit and supervisory committee is six years as of the conclusion of this Annual General
Meeting of Shareholders. He is an independent director as defined by the Tokyo Stock Exchange.
4. The Company has entered into a liability limited contract with candidates Akihiko Nakajima, Hiroshi Mizukami, and Masafumi
Okada as stipulated in Article 423, Paragraph 1 of the Companies Act, and the compensation limit based on this contract is set as
the minimum liability limit set forth in Article 425, Paragraph 1 of the Companies Act. If these three individuals are appointed at
this Annual General Meeting of Shareholders, the Company plans to continue the aforementioned limited liability contract.
5. The Company has entered into a Directors and Officers Liability Insurance Policy covering all Directors. Damages that may arise
from liability incurred in the performance of their duties or claims related to the pursuit of such liability are covered. If eachcandidate is appointed as a Director, they will become insured under this insurance policy, and the Company plans to renew theinsurance policy during their terms of office.

(Reference) Criteria for Nomination Policy and Procedure of Candidates for Directors
Nomination of a full-time Director (excluding a Director who is an Audit and Supervisory
Committee Member) assumes self-nomination by each individual and is decided by the Board of
Directors, taking into consideration factors including the following items: the nominee is capable ofembodying the Spirit Venture Declaration enshrined to clarify the Company’s corporate philosophy
and the basic principles of business activities of GMO Internet Group, which the Company belongs
to; the results of a 360-degree evaluation survey targeted at major Directors of the Group; thequality, administrative capability, etc. as a Director, after receiving the recommendation of theNomination and Remuneration Committees.

(Reference) Criteria for Independence of Outside Directors
1. If there is no personal relationship, capital relationship, trading relationship, compensatory
relationship (excluding Director’s compensation), and other interest with the Company, or if thereis or was any interest but it does not conflict with the interests of general shareholders nor does it
influence the duties of said outside director, he or she is deemed to be independent.
2. Based on the idea mentioned above, the Company decides on the appointment of each candidate,referring to the criteria for independence set forth by the Tokyo Stock Exchange, which theCompany is listed on.