CORPORATE GOVERNANCE
Last Update: March 22, 2024

GMO Internet Group, Inc.

Masatoshi KumagaiFounder, Chairman and Group CEO
Contact: Yuki Kawasaki,Group Executive Officer and Head of Group Legal Dept.
Securities code: 9449
https://www.gmo.jp/
The status of corporate governance of GMO Internet Group, Inc. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Basic Information on Capital Structure, Corporate
Attributes and Other Matters [Updated]

1. Basic Views
The Group’s mission is to contribute to the cultivation of Internet culture and the industry, to inspire customers andmake them smile, and to make a contribution to society and its people based on its corporate catchphrase “Internet
for Everyone.” In addition, the Group has enshrined its Spirit Venture Declaration—which is one of the GMO-ism
and embodies the spirit in which it was founded—into the Articles of Incorporation, in order to clarify the basic
principles of its business activities.
In this context, in order to gain the trust and meet the expectations of all stakeholders including not only ourshareholders and creditors but also our customers, business partners and partners(employees), the Company places
importance on corporate governance and, while improving management soundness and transparency, strives to carryout agile management decision-making and proper business operations in an aim to increase the Company’s corporate
value on an ongoing basis.
The Group has established the Group’s code of conduct while respecting the independence of Group companies, and
our Directors, group executive officers, and employees are making continuous efforts to maintain and improve theirawareness of laws and regulations, social norms, ethics, etc.
Furthermore, an executive meeting comprised of persons responsible for departments of the Company and officersof Group companies is convened in principle on a weekly basis, and efforts are made to enhance Group governanceby confirming the administrative structure, sharing information across the Group, and understanding the status ofeach business.
The Company adopts an organizational structure of a Company with Audit and Supervisory Committee. The
Company strives to ensure objectivity of the structure by appointing three independent directors out of four Directors
who are Audit and Supervisory Committee Members, and designs it so that the monitoring functions of Audit andSupervisory Committee Members including External Directors can be sufficiently demonstrated.
GMO-ism refers to the general term of the corporate philosophy and rules of the GMO Internet Group, including the"Venture Spirit Declaration."-1-[Reasons for Non-compliance with the Principles of the Corporate Governance Code] [Updated][Supplementary Principle 2.4.1 Ensuring diversity in appointment, etc. of the core personnel]
The Company believes that to grow the business it is important for each partner (we call our employees 'partners') tomaximize the outcome and to continue to aim at sustainable growth. "We do not tolerate prejudice on the grounds ofrace, nationality, gender, educational background, language, religion, or any other factors. We value people for theirability and merits," as provided for in the Venture Spirit Declaration. We will actively employ and appoint advanced
partners to avoid depending on these attributes, and give all of the partners the opportunities for fair and transparent
evaluation or appointment. Therefore, numerical targets are not set for each attribute.
Regarding diversity, as of December 31, 2023 (non-consolidated), the share of female Full-time Directors is 0.0%,
and as of March 31,2024, the share of female Full-time Group Executive Officor is 11.4%, and the share of womenin managerial positions is 11.9%. Also, the share of full-time Directors who are foreign nationals is 12.0% as ofDecember 31, 2022 (consolidated).
Please refer to the following website (https://recruit.gmo.jp/training/) for more details on a plan to raise personnel
and how the Company is improving the internal environment.
[Supplementary Principle 4.1.2 Mid-term business plan][Principle 5.2
Targets for earnings power, capital efficiency, etc.][Supplementary Principle 5.2.1 Publishing a business portfolio policy or review]
The Company neither formulates nor publishes a mid-term business plan, based on its view that in a rapidly-changing
Internet industry, the validity of a mid-term business plan would be limited even if time and effort are spent on its
formulation, and that numerical targets contained therein may likely mislead shareholders and investors.
As it is difficult to forecast business results because of our Internet Finance and Cryptoassets businesses that are
affected by market volatility, such as the economic conditions and the financial market, we no longer disclose ourguidance from the fiscal year 2018, but we disclose our important index related to our business result as a reference
value, monthly. On the other hand, within the company, we have formulated a consolidated management plan basedon the fundamental concept of achieving "over 15% annual operating profit growth." We intend to explain the policies
based on this management plan to shareholders and investors at occasions such as financial results briefings.
Furthermore, the Company has in place a monitoring function that involves sufficient analysis and evaluation on a
weekly basis of discrepancies between a single-year business plan and actual results at the Group executive meeting
consisting of Directors and senior managers. The Company conducts analysis and takes measures as appropriate
through such monitoring, and the highly effective execution of the business plan translates into the Company’s growth.
[Supplementary Principle 4.2.1

Remuneration linked to mid- to long-term results]

In the ever-changing Internet market environment, even if the Company sets the remuneration linked to mid- tolong-term results, there is a limit to usefulness.
For this reason, regarding compensation amount of each director, we have adopted a structure that automatically sets
the standard compensation amount based on the result of evaluation from various perspectives not only the level ofachievement of numerical targets and dividend targets - such as net sales, operating profit, dividend amount, percapita net profit, net sales growth rate, and profit growth rate - and quantitative targets - such as customer retention
rate and partner(employee) retention rate - that the Company sets in each period but also the level of achievement ofqualitative targets, the foundation of which is formed by the Venture Spirit Declaration. Furthermore, the Company
has a compensation system that increases or decreases the standard remuneration amount of each director within therange of 20% depending on the level of achievement of the individual performance targets set in each period for eachdirector. If the Company does not achieve performance targets, there is a rule that requires directors to propose
voluntarily reduction of their compensation by a certain amount, and the Company will not provide bonuses todirectors. On the other hand, when performance targets are achieved, the Company will provide bonuses to directors-2-

as additional remuneration depending on their results. Details of the individual performance targets set for eachdirector and the actual compensation amount provided to each director by the Company for the given fiscal year are
disclosed to all executives and all partner, so transparency is ensured.
The Company determines remuneration amount of each director based on a remuneration system linked to the levelof achievement of performance targets and other such factors, including performance figures, so as to provide a
healthy incentive for sustainable growth.
[Supplementary Principle 4.11.1
Views on the balance of knowledge, experience and skills of the Boardof Directors, and on diversity and size of the Board of Directors]
Under our founding spirit of Venture Spirit Declaration, which states that “We do not tolerate prejudice on the groundsof race, nationality, gender, educational background, language, religion, or any other factors. We value people for
their ability and merits,” human resources with diverse skills, insight, and experience show their abilities at theCompany. As a company that comprehensively develops wide-ranging Internet-related businesses, upon theappointment of Internal Directors, the Company appoints persons with specialized knowledge of business segments
and business administration and high management decision-making ability with diverse backgrounds from within theGroup. For the appointment of External Directors, the Company prioritizes appointing persons with a high level ofexpertise such as lawyers and Certified Public Accountants - though they do not have experience in management at
any other company - thereby realizing balance in the composition of the Board of Directors as a whole in terms ofknowledge, experience, and skills. Please see the website of the Company (https://ir.gmo.jp/en/managementpolicy/skillsmatrix/) for the skill matrices of directors.

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[Disclosure Based on the Principles of the Corporate Governance Code] [Updated][Principle 1.4
Cross-shareholdings]
The Company makes investments solely for the purpose of pure investment, and does not have a policy to hold sharesfor cross-shareholding.
In cases where the Company invests in shares, the Group Investment Strategy Office takes charge of cases involving
alliances and minority investment cases.
Whether or not to make investments will be determined after careful deliberation at the meeting of the Board of
Directors or the Management Council depending on the qualitative and monetary materiality of each case, taking into
account detailed examination by the department.
[Principle 1.7

Related party transactions]

In cases where the Company is to perform transactions with officers, major shareholders, etc. (“related party
transactions”), a meeting body whose members consist of Directors, etc. decides on whether to submit a proposal for
approval of the transaction to the Board of Directors, and as necessary, seeks opinions of an internal committee(members of which consist of External Directors, etc.) or a third-party committee (members of which consist of
lawyers, etc.). When a related party transaction is subject to a resolution for approval at the meeting of the Board of
Directors, any Director who is related to such transaction may not participate in the resolution on the ground of beinga person with special interest, and therefore is not included in the quorum. Going forward, the Company will disclose
its efforts to monitor related party transactions.
[Principle 3.1

Full disclosure](1) Management philosophy, etc.
With “Internet for Everyone” as our corporate catchphrase, we have consistently focused our management resources
on providing Internet infrastructure, service infrastructure, and other Internet “places” since our establishment, andhave developed our business to make the Internet richer and more convenient. We have also adopted the “Spirit
Venture Declaration” as our founding spirit, which all executives and partners should share, and ensure the spirit of
the company.
The Spirit Venture Declaration can be found on the Company’s website.
(https://www.gmo.jp/company-profile/concept/sv/)(2) Basic views and guidelines on corporate governance
The Company’s mission is to contribute to the cultivation of Internet culture and the industry, to inspire customers
and make them smile, and to make a contribution to society and its people under its corporate catchphrase “Internet
for Everyone.”
In addition, the Company has enshrined the GMO Internet Group Spirit Venture Declaration (“Spirit Venture
Declaration”)—which is one of the GMO-ism and embodies the spirit in which it was founded—into the Articles ofIncorporation, and treats the Declaration as the basic principles of its business activities. Based on the Spirit Venture
Declaration, in order to gain the trust and meet the expectations of all stakeholders including shareholders, customers,
business partners, creditors and partners, the Company places importance on corporate governance and, while
improving management soundness and transparency, strives to carry out agile management decision-making andproper business operations of the Group in an aim to increase the Company’s corporate value on an ongoing basis.
Further, we regard speedy management by a flat organization to be effective in a fast-growing Internet market, andplace the concept of “distribution of authority” at the basis of Group management. In this context, the Spirit Venture
Declaration serves as the Group’s code of conduct, while we also respect the independence of each Group company,-4-and the Company’s Directors and partners also make continuous efforts to maintain and improve their awareness oflaws and regulations, social norms, ethics, etc.
The details of the basic views and guidelines on corporate governance can be found in the “Corporate Governance
Policy” posted on the Company’s website (http://ir.gmo.jp/).
(3) Policies and procedures in determining the remuneration of the senior management and Directors
The committee consisting of several members of the senior management who volunteered to become the committee
members discusses whether a remuneration package for Directors is a fair compensation structure that places
importance on the Company value and the shareholder value or the necessity to revise the current system. All directors,
upon consultation with the Nomination and Remuneration Committees with the key members comprised of the threeexternal directors who are independent officers, ultimately finalize or revise the system established by the committeethat has developed a remuneration package for Directors at the Board of Directors meeting after sufficient deliberationof the results of discussions among the committee members while fully respecting them. The said remuneration
package for Directors is applied to group executive officers for the Company, and all Group companies have also
adopted it. In addition to excluding arbitrariness from the remuneration system to ensure fairness, the annual amountof remuneration for all Members of the Board and group executive officers of the Company is disclosed to all officers
and employees of the Group, thereby monitoring whether the treatment is fair and based on the professional
responsibilities of Directors and the results.
Compensation of director and group executive officer comprises basic remuneration and variable remuneration.
Base Salary

1) Quantitative items for the achievement of each year’s performance targets: performance figures such as net sales,
ordinary profit, dividend, etc.
2) Quantitative items that promote sustainable growth: growth in net sales, ordinary profit, etc.
3) Quantitative items the Company has been working on in the mid-term: customer retention rate, partner(employee)retention rate, etc.
The base amount of the remuneration by position, the standards of which are established in advance, is decided basedon the above three metrics and multifaceted evaluations.


Variable remuneration

The Company has adopted a fair remuneration system based on performance, professional responsibilities, and theresults of each Director and each group executive officer, by evaluating each Director and each group executive
officer individually based on action metrics, figures linked to the earnings in the department that a given Director ora given group executive officer is taking charge of, etc. in accordance with professional responsibilities of the Director
or the group executive officer in a given fiscal year, and by increasing or decreasing a variable remuneration withina range of 20% above or below the basic remuneration.
For decisions on policies regarding determination on the amount of the compensation, etc. of the Company's Membersof the Board and group executive officers or its computation method, the Committee establishing a remuneration
package for Directors develops management guidelines as a result of designing, discussing, or revising the plan,compensation amount is calculated for each individual director and group executive officer pursuant to management
guidelines, and the General Meeting of Shareholders delegate the authority to the Board of Directors to decide onwhether the details of the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) and group executive officers are appropriate after the consultation with the Nomination andRemuneration Committees with the key members comprised of the three external directors who are independent
officers. The authority for deciding on the final compensation amount for each individual director and group-5-executive officer is delegated to the Representative Director by the Board of Directors, who may make a minor
adjustment that takes into account the calculation of compensation amount pursuant to the management guidelines.
Even if the Representative Director makes a minor adjustment, the Representative Director will consult with theNomination and Remuneration Committees about its appropriateness. Audit and Supervisory Committee has theauthority for deciding on the amount of compensation payable to members of the board of directors who are Audit
and Supervisory Committee Members.
(4) Policies and procedures for the appointment of the senior management and the nomination of candidates
for Directors
Nomination of a Director (excluding Directors who are Audit and Supervisory Committee Members) and theappointment of group executive officers assume self-nomination by each individual and is ultimately decided at theBoard of Directors meeting taking into consideration the quality, attitude, administrative capability, etc. as a Director
and a group executive officer, and after sufficient deliberation by all directors upon the consultation with theNomination and Remuneration Committees with the key members comprised of the three external directors who are
independent officers. For example, in addition to fully utilizing the results of a 360-degree director evaluationquestionnaire survey targeted at the senior management of the Group, the nominee should be capable of embodying
the GMO-ism, which embodies the spirit in which the company was founded. In this 360-degree director evaluationquestionnaire survey, all Members of the Board of the Group vote whether to recommend a given person as a
candidate for the Board of Directors and group executive officer for the next fiscal year. If this does not fulfill certain
requirements, a decision on whether to nominate the given person as a candidate to be reappointed will be made upon
consultation with the Nomination and Remuneration Committees.
Nomination of a Director and a group executive officer is decided by taking into consideration clear factors
established by the Company, and we exclude arbitrariness from the human resource systems pertaining to directors
and group executive officers of the Company.
(5) Explanations with respect to individual nomination and appointment upon appointment of candidates for
Directors
For the reasons for the nomination of External Directors, please refer to the Reference Documents for the following
Notices of the Annual General Meeting of Shareholders:

Notice of the FY2023 Annual General Meeting of Shareholders

https://ir.gmo.jp/en/pdf/shareholder/2024_0321_01_e.pdf
Notice of the FY2022 Annual General Meeting of Shareholders

https://ir.gmo.jp/pdf/shareholder/2023_0324_01.pdf
Notice of the FY2021 Annual General Meeting of Shareholders

https://ir.gmo.jp/en/pdf/shareholder/2022_0320_01_e.pdf[Supplementary Principle 3.1.3

Sustainability measures, etc.](1) Sustainability Basic Policy and Management Framework
From the viewpoint of enhancing medium- to long-term corporate value, the Company's Board of Directors has
formulated a basic policy regarding its own sustainability initiatives and has identified key issues (materiality) that-6-

must be addressed to realize “Internet for Everyone.” It is effectively supervising the allocation of businessresources and the strategy execution for a business portfolio so that these will be conducive to the sustainable growthof the Company, considering the importance of the investments, etc. in human capital and intellectual property.
Sustainability Promotion Committee, with Founder, Chairman and Group CEO as the chairman, is mainly the onethat considers a policy, guidance, strategy, etc., and presents recommendations to the Board of Directors and at a
management meeting if necessary.
For details of the plan for sustainability and Management Framework, and promotion system of information
disclosure based on TCFD, please refer to the following website: https://www.gmo.jp/en/csr/.
(2) Sustainability measures
Our Board of Directors is aware that responding to sustainability challenges - e.g. the consideration for the global
environmental problems such as climate change, respecting human rights, the consideration for the healthcondition(health management) of and the working environment for partners and fair and appropriate treatment, fair
and appropriate transactions with customers, crisis management systems in preparation for events such as natural
disasters, etc. – is a significant business challenge that will not only decrease the risk but also create more economic
opportunities, and aggressively and actively addresses these issues for a mid- to long-term increase in corporate valueof the Company.
For details of sustainability measures, please refer to the following website: https://www.gmo.jp/en/csr/sdgs/.
(3) Investments, etc. in human capital
The Company believes that the growth of members constituting a given company - that is, human resources - isessential to growing the company on an ongoing basis, and develops the new plan and the environment to increase
the human resource value.
For details of efforts related to human resources, please refer to the following website: https://recruit.gmo.jp/training/.
[Supplementary Principle 4.1.1

Overview of the scope of matters delegated to the management]

The Board of Directors makes decisions on matters prescribed by laws and regulations or the Articles of Incorporation,
matters delegated by a resolution of the General Meeting of Shareholders and other important matters such as theGroup’s management policy and management strategy, as well as oversees the business execution of the Company
and the Group as a whole.
As a specific standard for determining matters to be submitted to the Board of Directors, the Rules of the Board of
Directors prescribes the monetary standards, etc. and clarifies the scope of decision-making. The Board of Directors
delegates the authority of decision making on matters other than those to be decided by the Board of Directors to theManagement Council, Representative Director, etc. in accordance with the standards prescribed in the Management
Council Regulations and other internal rules.
[Principle 4.8

Leveraging Independent External Directors effectively]

The total number of Directors is 9 and 3 Independent External Directors are elected, so Independent External
Directors comprise a third or more of the Board of Directors. The Board of Directors has a system that allows
Independent External Directors to express his/her opinions while maintaining an independent, objective position andto actively contribute to discussions. In addition to a meeting of the Board of Directors, meeting with members
comprised of the executives and other employees related to compliance including Independent External Directors is
continually held, and the Company has a system that always places importance on and respects the advice ofIndependent External Directors, so this enables advisory and supervisory functions of Independent External Directors.

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[Principle 4.10.1

Utilization of arbitrary advisory committee]

Voluntary Nomination and Remuneration Committees, in which the Independent External Directors account for the
majority of Members, are established for the purpose of the further enhancement of the transparency and objectivity
in the function of a Director concerning the compensation and nomination of the Directors and group executive
officers. We adopt a 360-degree director evaluation system, including an evaluation from various perspectives by thesenior management of the Group, for the nomination of a Director and a group executive officer. Regarding
compensation amount of directors and group executive officers, we adopt a formula that automatically sets thestandard compensation amount based on the result of evaluation from various perspectives not only the level ofachievement of numerical targets and dividend targets - such as net sales, operating profit, dividend amount, percapita net profit, net sales growth rate, and profit growth rate - and quantitative targets - such as customer retention
rate and partner(employee) retention rate - but also the level of achievement of qualitative targets, the foundation ofwhich is formed by the Venture Spirit Declaration. We do not allow arbitrary operation of the system by directors andgroup executive officers. Regarding the compensation amount calculated and the candidates for the group executive
officer and the Board of Directors who have been elected this way, the Company ultimately consults with theNomination and Remuneration Committees, and nomination of the candidate for the Board of Directors, election ofgroup executive officers, and the amount of compensation payable to individuals are carefully resolved at the Boardof Directors meeting based on the results of their reports. An independent director is the Chairman of the Nomination
and Remuneration Committees.
[Principle 4.9

Independence standards and qualification for independent directors](1) Independent directors are appointed based on independence requirements stipulated under the Companies Act andindependence requirements formulated by the Company.
(2) The independence requirements are formulated by the Board of Directors subject to deliberation by the Audit andSupervisory Committee Members, and are published in the corporate governance report, etc. The details of the
independence standards prescribed by the Company can be found in the “Corporate Governance Policy” posted on
the Company’s website (https://ir.gmo.jp/en/management-policy/governance/).
[Supplementary Principle 4.11.2
companies]

Status of concurrent positions held by Directors as officers of other listed

The Group is a comprehensive Internet services group that includes ten listed companies, and officers of the Company
concurrently serve as officers of Group companies to realize appropriate consolidated Group management.
Director’s concurrent position as officers at other companies is accepted only when the Board of Directors deems
that holding concurrent posts will contribute to positive development of the other company at the same beneficial to
the Company. The Company thus has in place a framework to ensure that the Company’s Directors can concentrateon the duties of the Company.
The status of concurrent positions held at other companies by Directors including External Directors is disclosed
annually in the Reference Documents for the General Meeting of Shareholders, Business Report and securities report.
Reference Documents for the Annual General Meeting of Shareholders and Business Report(http://ir.gmo.jp/stock/shareholder/)Securities report(http://ir.gmo.jp/financial/securities-report/)-8-

[Supplementary Principle 4.11.3
whole]

Analysis and evaluation of effectiveness of the Board of Directors as a

At the Company, the Audit and Supervisory Committee has played a central role in analyzing and evaluating theeffectiveness of the Board of Directors, to improve the functioning of the Board. The methods of analysis andevaluation, including the introduction of self-evaluations for each director, are as follows:(1) Analysis and evaluation method:
Evaluation method: Self-evaluation through questionnaires
Subjects of evaluation: Directors (including external directors and members of the Audit and Supervisory Committee)
Period of implementation: January 2024
Evaluation criteria: ①Management strategy, ②Corporate governance, ③Corporate ethics and risk management,④Dialogue with stakeholders such as shareholders, etc.
(2) Summary of results:
As in the previous year, the presence of clear criteria of "GMO-ism," management strategy based on GMO-ism,transparent management structure, and fairness in corporate governance have all received high evaluations.
As for the outside directors, they were highly evaluated for their active participation in board meetings, where they
demonstrated a high level of expertise in their comments and provided necessary and sufficient advice andrecommendations regarding the Company's management policies and management improvement.
The Board of Directors was evaluated as showing improvement in the allocation of time at meetings and thedelegation of authority to the executive officers, which were pointed out as issues in the previous fiscal year.
In order to conduct more effective deliberations, we are managing our meeting bodies with more vigor in theconsideration of agenda items.
On the other hand, there are new issues that the Board of Directors should address, such as the need to further
strengthen the sharing and implementation of GMO-ism with partners as the company expands, the method of holding
extraordinary meetings of the Board of Directors, diversity on the Board of Directors, and a succession plan for eachdirector. The Board also identified new issues to be addressed by the Board of Directors.
We recognize these issues as points to be improved in the current fiscal year and plan to consider measures to addressthem.
We will strive to maximize the use of the high level of expertise possessed by each member of the Board of Directors,
and strive to implement management strategies and execute management at a higher level.
We will continue to operate the Board of Directors in a fair and transparent manner in order to further improve its
effectiveness, while striving to enhance the trust of investors and society, thereby contributing to the further
enhancement of corporate value.
[Supplementary Principle 4.14.2

Policy for training to Directors]

The Company’s policy for training to Directors is based on the idea that each officer, as a professional of management,
must endeavor to gain necessary knowledge and brush up one’s skills at one’s individual discretion, and thereby
deepen and share knowledge and skills through in-depth discussions at the meetings of the Board of Directors andthe Management Council.
Future candidates for Directors are given opportunities for training to gain necessary knowledge and understand theroles and responsibilities required by Directors by such means as attending the meetings and participating in
discussions of the Board of Directors and the Management Council. The Company also provides training to each
officer by inviting external specialists.

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[Principle 5.1

Policy for constructive dialogue with shareholders](1) Basic views
For the sustainable growth and increase of corporate value over the mid- to long-term, the Company believes that it
is important not to generate a gap between the top management of the Company and capital markets in theunderstanding of the Company’s situation, and therefore holds constructive dialogues with shareholders and investors
on an ongoing basis.
To bring about such dialogues, the Company has in place an investor relations structure centering on the Director in
charge of investor relations and proactively creates opportunities to hold dialogues with shareholders and investors.
In engaging in dialogues with shareholders and investors, the Company makes it a basic policy for the CEO, CFO,
and other top management members to provide explanations in their own words and to also respond to questions inperson in Q&A sessions.
(2) Designation of a director who oversees the overall dialogues with shareholders and measures for positive
collaboration among internal departments to support dialogues
The Director in charge of investor relations oversees dialogues with investors and shareholders, while taking chargeof the Group Finance Department, the department in charge of investor relations, in an effort to promote departmental
collaboration on a daily basis.
(3) Means of dialogues other than individual meetings
The Company makes it a basic policy to hold a financial results briefing targeted at analysts, shareholders andinvestors on a quarterly basis, where the CEO, CFO, and other top management members provide explanations andrespond to questions in Q&A sessions, both in person. The Company provides real-time streaming in Japanese, as
well as streaming of recorded video in both Japanese and English.
(4) Measures to relay shareholders' opinions and concerns
The Director in charge of investor relations periodically reports opinions and concerns gathered through dialogues
with shareholders to the senior management.
(5) Measures to manage insider information
When engaging in dialogues with shareholders, in accordance with the IR Policy, information is managed properly
and consideration is given so that insider information will not be conveyed to shareholders.
IR Policy (http://ir.gmo.jp/irpolicy/)【Actions Toward Achieving Management Conscious of Cost of Capital and Stock Price】【EnglishDisclosure Available】
We consider ROE as one of the most important indicators. In order to practice management that is
conscious of the cost of shareholders' equity, we strive to maintain and improve a high ROE thatexceeds the cost of shareholders' equity.
In addition, we strive to optimize the balance between maintaining financial soundness andshareholder returns. While there are various methods of calculating cost of shareholders' equity, we
believe that the Company's ROE should be 20%.
- 10 -

We believe that our ROE has been around 20% and that we have been able to create added value inexcess of the cost of shareholders' equity.
In addition, in order to alleviate the asymmetry of information between the stock market and theCompany and to contribute to the reduction of the cost of capital, the Company's management
strongly recognizes the importance of appropriate “information disclosure” and investor relations
activities.
We are strongly aware of the importance of appropriate “information disclosure” and investor
relations activities, and will strive to ensure that our growth potential is properly and adequately
evaluated by the market by improving the quality and quantity of such activities.
【Status of Dialogue with Shareholders, etc.】
Based on the above basic policy, the Company has actively engaged in dialogue with shareholders by
responding to requests for interviews from shareholders and investors, and by proactively requesting
interviews and holding various briefings for shareholders.
In dialogue with shareholders, the CEO, CFO, Corporate Planning Manager, Sustainability Manager,
and other internal group executive officers participate and respond to such requests.
Outside directors also participated in dialogue with shareholders during SR activities.
The main themes of the dialogue and issues of interest to shareholders ranged from an overview offinancial results, growth strategies, capital policies including shareholder returns, paths to improving
corporate value, group management, and ESG.

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2. Capital Structure
Foreign Shareholding Ratio

30% and more

[Status of Major Shareholders] [Updated]
Name
Kumagai Masatoshi Office Inc.
The Master Trust Bank of Japan, Ltd.
Masatoshi Kumagai
The Bank of New York Mellon 140051
Custody Bank of Japan, Ltd. (Custodial Account)
CEP LUX-ORBIS SICAVThe Bank of New York 133612
GOVERNMENT OF NORWAYBNYM AS AGT/CLTS 10 PERCENTNORTHERN TRUST CO. (AVFC) REFIDELITY
FUNDS
Controlling Shareholder (excluding Parent
Company)
Parent Company

Number of Shares Owned
35,716,600
12,446,600
8,990,911
5,934,500
4,640,305
2,269,800
1,848,500
1,707,763
1,676,593

Percentage (%)
33.64
11.72
8.47
5.59
4.37
2.14
1.74
1.61
1.58

1,334,700

1.26

—
None

Supplementary Explanation [Updated]
The above is the status of major shareholders as of December 31, 2023.

3. Corporate Attributes
Listed Stock Exchange and Market Section

Prime Market, Tokyo Stock Exchange

Fiscal Year-End

DecemberType of BusinessInformation & Communication

Number of Employees (consolidated) as of
the End of the Previous Fiscal YearSales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

1,000 or more
¥100 billion or more but less than ¥1 trillion
100 or more but less than 300- 12 -

4. Guidelines for Measures to Protect Minority Shareholders upon Performing Transactions with
Controlling Shareholders, etc.
—
5. Other Special Circumstances which may have Material Impact on Corporate Governance [Updated][Views on the Group management]
The Company considers that the basis of group management is the distribution of authority and to pursue
group-wide synergies based on the idea that self-reliant organizational operation through a flat organizationis the effective management structure in a rapidly-changing Internet market. By sharing the GMO-ism, whichis the spirit in which the Group was founded, while respecting the independence of listed subsidiaries, etc.,
Directors and employees maintain and enhance awareness of laws and regulations, ethics, etc. on an ongoingbasis, are encouraged to work together, as well as generate group-wide synergies, so as to properly return
value to minority shareholders as a result of further enhancing the corporate value of the Company. The
Company, as a parent and major shareholder, always remains sufficiently vigilant to the legal compliancesystem of above listed subsidiaries, etc., and supports and provides advice on certain matters concerningcompliance, building an internal control system, etc. if necessary and as appropriate, for the purpose ofenhancement of the overall group’s corporate value.
[Significance of having listed subsidiaries]
GMO Internet Group is aware that listing is able to accelerate growth. Under the Venture Spirit Declaration,
which is one of the GMO-ism, we believe "Companies should make members, shareholders, customers, andall stakeholders happy. Smiling faces are our barometer." On this assumption, we believe that we can: enhancethe visibility and the public confidence in the organization and gather advanced partners through the listingon the stock market; improve the group enterprise value by generating benefits as a result of bringing smiles
to our customers through our No. 1 services; and properly return value to minority shareholders.
Our investment in group companies is based on the principle of holding a majority of the shares directly or
indirectly, and we aim to obtain a controlling stake as much as possible.
As for the listing of subsidiaries on stock markets or changing the listing from one stock market to another,
the Company believes that the decision-making shall be left to the group companies as each group company
is independently operated. At this moment, we have determined that it would be preferable that the listing of
the subsidiaries on a stock market be maintained. The status of each listed subsidiary is as follows.
- GMO Payment Gateway
GMO Payment Gateway, Inc. provides payment and financial services as a core company in GMO Internet
Group’s Internet Infrastructure segment. The business opportunities are expanding as the online and offline
payment markets dynamically evolve and become increasingly integrated, driven by the rising penetration of
cashless payments and digitalization. As each corporate entity aims to grow their businesses in their respective
addressable markets, GMO Payment Gateway will also pursue group-wide synergies - such as cross-sellingwith Ecommerce Solutions - that accelerate the overall group’s growth.
- GMO GlobalSign Holdings
GMO GlobalSign Holdings K.K. operates digital certificate and eSignature business and hosting & cloudbusiness in the Internet Infrastructure segment. Considering that the DX (digital transformation) is progressing
and the era of IoT in which everything is connected to the Internet has come, we believe that the business
opportunities of GMO GlobalSign Holdings' trust service are expanding further. As GMO GlobalSign
Holdings aims to grow its business in its addressable market, it will also pursue group-wide synergies through cross-selling with Internet Infrastructure business and an Internet banking operation - that accelerate
the overall group’s growth.
- GMO Pepabo
GMO Pepabo, Inc. operates domain, hosting & cloud, and ecommerce solutions businesses in the Internet
Infrastructure segment. GMO Pepabo has strong brand recognition among individuals, the self-employed, andsmall-sized businesses, and will also pursue group-wide synergies - such as cross-selling with Payment - that
accelerate the overall group’s growth.

- 13 -

- GMO AD Partners
GMO AD Partners Inc. is the company at the core of the Online Advertising & Media segment and has beenoffering its comprehensive online advertising services, such as media and ad tech business and agency
business. The company is playing the role of the antennas that explore the trend in the advertisers and general
consumers by developing the agency business.
- GMO Financial Holdings
GMO Financial Holdings, Inc. operates the securities and FX businesses and cryptoassets exchange businessin Internet Finance and Cryptoassets segments, respectively. GMO CLICK Securities and GMO Coin are
online financial trading service providers for retail investors. GMO Financial Holdings is playing the role instrengthening Group brand recognition through active promotion. It is a core company in the technicaldevelopment of the Group's Cryptoassets segment, such as cryptoassets exchange and NFT businesses.
- GMO Research
GMO Research, Inc. operates the Internet research business for corporations in Online Advertising & Media
segment. The company is establishing direct contact with customers through survey website operation to
expand the survey panel and is playing the role of the starting point encouraging the customers to use not only
other services of the firm but also the Group's various products.
- GMO TECHGMO TECH, Inc. operates the online advertising & media business, such as SEM, and real estate techbusiness in Online Advertising & Media segment. It is a core company in the technical development of the ad
network service and the SEM media for web and smartphones. It sells its SEO services under brands uniqueto the company. As for some of the Group's SEO services, GMO TECH offers services through OEM.
- GMO Media
GMO Media Inc. operates the online media business in Online Advertising & Media segment. The company
is establishing direct contact with customers and is playing the role of the starting point encouraging thecustomers to use not only other services of the firm but also the Group's various products.
- GMO Financial Gate
GMO Financial Gate, Inc. is GMO Payment Gateway, Inc.'s subsidiary and provides payment processing
services for offline transactions in the Internet Infrastructure segment. The business opportunities are
expanding as the online and offline payment markets dynamically evolve and become increasingly integrated,
driven by the rising penetration of cashless payments and digitalization. As each corporate entity aims to growtheir businesses in their respective addressable markets, GMO Financial Gate will also pursue group-wide
synergies - through cross-selling with Ecommerce Solutions and utilization of customer assets in the offline
market - that accelerate the overall group’s growth.
【Measures to Ensure the Effectiveness of the Governance System of Listed Subsidiaries】
As stated above, the Company respects the autonomous management of its listed subsidiaries and entrusts the
management of each company to its own management team. In addition to this, given the risk of conflict ofinterest between the Company as the parent company and minority shareholders of each listed subsidiary,
each listed subsidiary takes the initiative in establishing and operating its governance system through theappointment of independent outside directors. In addition, each listed subsidiary independently makes
decisions and conducts all business operations, including sales activities in each business.
On the other hand, in order to ensure the effectiveness of governance as a parent company, the Company
requires each listed subsidiary to notify and report to the Company, the parent company, in advance only on
important resolution matters.
The concurrent directorships of the listed subsidiaries do not interfere with their independent management
decision-making, and we believe that their management independence is secured.

- 14 -

II. Business Management Organization and Other Corporate Governance Structures
regarding Decision-making, Business Execution and Oversight in Management
1. Matters Concerning Organizational Composition and Operation, etc.
Organizational Form

Company with Audit and Supervisory Committee[Directors]
Maximum Number of Directors Stipulated in the Articles of Incorporation

26

Term of Office Stipulated in the Articles of Incorporation

1 yearChairperson of the Board of Directors

President

Number of Directors

9

Appointment of External Directors

Appointed

Number of External Directors

3

Number of External Directors Designated as Independent Directors

3- 15 -

Relationship with the Company (1)Name

Relationship with the Company*

Attribute

a
b
c
d
e
f
g
h
i
j
k
Certified Public
Keigo Ogura
Accountant
Certified Tax
Takashi Gunjikake
Accountant
Kaname Masuda
Lawyer* Categories for “Relationship with the Company”* ○: The Director presently falls or has recently fallen under the category△: The Director fell under the category in the past
* ●: A close relative of the Director presently falls or has recently fallen under the category▲: A close relative of the Director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A person whose major client is the Company or an executive thereof
e. Major client of the Company or an executive thereof
f. Consultant, accounting expert or legal professional who receives a large amount of monetary or otherproperty compensation from the Company other than executive remuneration
g. Major shareholder of the Company (or if the major shareholder is a legal entity, an executive of said legal
entity)h. Executive of a client of the Company (who does not correspond to any of d, e, or f) (the Director him/herself
only)
i. Executive of a company that appoints an external director from the Company and from which the Company
also appoints an external director (the Director him/herself only)
j. Executive of a recipient of donations from the Company (the Director him/herself only)
k. Others- 16 -

Relationship with the Company (2)Audit andSupervisory
Committee
MemberIndependent
Director

Keigo Ogura

○

○

—

TakashiGunjikake○○—

KanameMasuda

○

○

—

Name

Supplementary
Explanation ofRelationship
Category

Reasons for Nomination
Keigo Ogura is appointed because wehave judged that he has high level of
insight in corporate management basedon his professional perspective of tax
accounting and corporate accounting, andtherefore he will appropriately executethe duties as Director (External) (Audit
and Supervisory Committee Member).
Takashi Gunjikake is appointed because
we have judged that he has high level of
insight based on his professional
perspective of a certified tax accountant,and therefore he will appropriately
execute the duties as Director (External)(Audit and Supervisory Committee
Member).
Kaname Masuda is appointed because wehave judged that he has strong trackrecord in corporate legal affairs based on
his professional perspective as a lawyer
and high level of insight in management,
and therefore he will appropriately
execute the duties as Director (External)(Audit and Supervisory Committee
Member).

[Audit and Supervisory Committee]
Committee’s Composition and Attributes of Chairperson

Audit andSupervisory
Committee

All Committee
Members

Full-timeMembers4

Appointment of Directors and Employees toAssist Duties of the Audit and Supervisory
Committee

Internal
Directors
1

Not appointed- 17 -

External
Directors
1

Chairperson
3Internal Director

Reason for employing a current system
While the Company currently does not have the employees dedicated to assisting the duties of Audit andSupervisory Committee, staff at Group Financial Business Cooperation & Group Internal Audit Office partners
with the Audit and Supervisory Committee, and Audit and Supervisory Committee conducts audits under thissystem of cooperation.

Status of Collaboration among Audit and Supervisory Committee, Financial Auditor and Internal Audit
Department
Accounting audits of the Company and its major subsidiaries are conducted by Ernst & Young ShinNihon LLC.
Audit and Supervisory Committee Members and the Financial Auditor hold meetings on a semiannual basis.
addition, opinions are exchanged with each other from time to time as necessary.

In

The Company has also established a collaborative structure so that the full-time Audit and Supervisory Committee
Member can report to and exchange information with the Group Financial Business Cooperation & Group Internal
Audit Office on matters including the internal audit status, in principle, on a monthly basis.
[Voluntary Committees]
Voluntary Committee(s) Corresponding toNomination Committee or Remuneration
Committee

Established[Independent Officers]
Number of Independent Officers

3

Other Matters Concerning Independent Officers—[Incentives]
Implementation Status of Measures to Grant
Incentives to Directors

Not Implemented

Supplementary Explanation
The Company will continue considering measures to boost incentives to improve performance depending on thesituation such as issuing stock acquisition rights as stock options.
Recipients of Stock Options
Supplementary Explanation―- 18 -

[Director Remuneration]
DisclosureofIndividual

Directors’

Remuneration

Disclosed on an Individual Basis for Certain Directors

Supplementary Explanation
The total amount for all Directors is disclosed in the Annual Report and Operating Report (Business Report).
In addition, the remuneration of certain Directors subject to the standards set by the Company is disclosed on an
individual basis in the Annual Report.
Policy for Determining Amount or Calculation
Method of Remuneration [Updated]

Established

Disclosure of Policy for Determining Amount or Calculation Method of Remuneration
The committee consisting of several Members of the Board who volunteered to become the committee members
discuss whether a remuneration package for Directors is a fair compensation structure that places importance on
the Company value and the shareholder value or the necessity to revise the current system. All directors, upon the
consultation with the Nomination and Remuneration Committees with the key members comprised of the threeexternal directors who are independent officers, ultimately finalize or revise the system established by thecommittee that has developed a remuneration package for Directors at the Board of Directors meeting aftersufficient deliberation of the results of discussions among the committee members while fully respecting them.
The said remuneration package for Directors is applied to group executive officers for the Company, and all Group
companies have also adopted it. In addition to excluding arbitrariness from the remuneration system to ensure
fairness, the annual amount of remuneration for all Members of the Board and group executive officers isdisclosed to all officers and employees of the Group, thereby monitoring whether the treatment is fair and basedon the professional responsibilities of Directors and the results.
Compensation of director and group executive officer comprises basic remuneration and variable remuneration.
Base Salary
1) Quantitative items for the achievement of each year’s performance targets: performance figures such as
net sales, ordinary profit, dividend, etc.
2) Quantitative items that promote sustainable growth: growth in net sales, ordinary profit, etc.
3) Quantitative items the Company has been working on in the mid-term: customer retention rate, partner
retention rate, etc.
The base amount of the remuneration by position, the standards of which are established in advance, isdecided based on the above three metrics and multifaceted evaluations.



Variable remuneration
The Company has adopted a fair remuneration system based on performance, professional responsibilities,
and the results of each Director and each group executive officer, by evaluating each Director and each group
executive officer individually based on action metrics, figures linked to the earnings in the department thata given Director or a given group executive officer is taking charge of, etc. in accordance with professional
responsibilities of the Director or the group executive officer in a given fiscal year, and by increasing or
decreasing a variable remuneration within a range of 20% above or below the basic remuneration.
- 19 -

For decisions on policies regarding determination on the amount of the compensation, etc. of the Company's
Members of the Board and group executive officers or its computation method, the Committee establishing a
remuneration package for Directors develops management guidelines as a result of designing, discussing, orrevising the plan, compensation amount is calculated for each individual director and group executive officer
pursuant to management guidelines, and the General Meeting of Shareholders delegate the authority to the Boardof Directors to decide on whether the details of the amount of remuneration for Directors (excluding Directors
who are Audit and Supervisory Committee Members) and group executive officers are appropriate after the
consultation with the Nomination and Remuneration Committees with the key members comprised of the threeexternal directors who are independent officers. The authority for deciding on the final compensation amount foreach individual director and group executive officer is delegated to the Representative Director by the Board of
Directors, who may make a minor adjustment that takes into account the calculation of compensation amountpursuant to the management guidelines. Even if the Representative Director makes a minor adjustment, theRepresentative Director will consult with the Nomination and Remuneration Committees about its
appropriateness. Audit and Supervisory Committee has the authority for deciding on the amount of compensation
payable to members of the board of directors who are Audit and Supervisory Committee Members.
[Structure to Support External Directors]
Information is communicated to External Directors in the same way as other Directors by the Board of Directors’
secretariat (Group Legal Department).
The Company has a structure in place to promptly communicate necessary information or emergency matters toExternal Directors.
For the notice of the Board of Directors to External Directors, the Company sends the notice of convocation andmeeting materials no later than three days before the meeting date.

2. Matters regarding Functions of Business Execution, Auditing, Oversight, Nomination,
Remuneration Decisions, etc. (Overview of Current Corporate Governance Structure) [Updated](1) Board of Directors
The Company has adopted an organizational structure of a Company with Audit and Supervisory Committee
under the Companies Act. External directors who are independent officers comprise a third or more of the Boardof Directors as a whole. The Audit and Supervisory Committee, the majority of which consists of External
Directors, takes charge of audit and oversight of the legality and appropriateness of business execution to realize
greater transparency in management, with the ultimate aim of building a structure that can more precisely meetthe expectations of all stakeholders.
In order to realize agile decision-making, the Company has established certain monetary standards in its Rules of
the Board of Directors and Management Council Regulations, and delegates part of the authority of the Board of
Directors to the Management Council according to said standards in order to separate the decision-making
authority into the Board of Directors and the Management Council.
In order to build a highly agile business execution structure, in addition to matters to be resolved by the Board of
Directors pursuant to laws and regulations or the Articles of Incorporation, etc., the Company has individually set
standards for matters to be resolved at the Board of Directors, and clarified the matters that are consideredappropriate for resolution by the Board of Directors in the Rules of the Board of Directors. As a body to discuss
on matters with managerial importance but are not designated as matters to be resolved at the Board of Directors,
the Company established the Management Council consisting of executive directors including the Representative
Director, full-time Audit and Supervisory Committee Members and other members of the senior management
including group executive officers.

- 20 -

(2) Audit and Supervisory Committee
The role of the Audit and Supervisory Committee, the majority of which consists of External Directors, isoversight of management.
The Audit and Supervisory Committee periodically receives reports from the Group Financial Business
Cooperation & Group Internal Audit Office on the implementation status of internal audits and the results thereof,
and is authorized to order and/or instruct additional audits as necessary as well as necessary investigations.
The Audit and Supervisory Committee collaborates with the Financial Auditor to audit and oversee the status ofexecution of duties by Directors and execution of duties of departments in charge of business execution.
The Audit and Supervisory Committee Members attend meetings of the Board of Directors and other important
meetings, and as necessary, request reports from departments in charge of business execution to collectinformation on the status of execution of business of the Company.
All external directors who are the Audit and Supervisory Committee Members are also members of theNomination and Remuneration Committees of the Company. In the process to determine the remuneration amountand nominate each group executive officer and each director, the directors will consult with the Committees about
its fairness, so transparency and objectivity in the determination of remuneration amount and nomination of eachgroup executive officer and each director are ensured.
(3) Nomination of Directors, etc.
Nomination of a Director and group executive officer assumes self-nomination by each individual and isultimately decided after sufficient deliberation by all directors upon the consultation with the Nomination andRemuneration Committees with the key members comprised of the external directors who are independent officers,
taking into consideration factors including the following items: the nominee is capable of embodying the GMOism; the results of an anonymous questionnaire survey targeted at members of the senior management of theGroup; the quality, attitude, administrative capability, etc. as a Director and a group executive officer. In thisanonymous questionnaire survey, all Members of the Board of the Group vote whether to recommend a given
person as a candidate for the Board of Directors and group executive officer for the next fiscal year. If this does
not fulfill certain requirements, a decision on whether to nominate the given person as a candidate to bereappointed will be made upon consultation with the Nomination and Remuneration Committees.
Nomination of a Director and group executive officer is decided by taking into consideration clear factors
established by the Company, and we exclude arbitrariness from the human resource systems pertaining to directors
and group executive officers of the Company.
(4) Remuneration of Directors
The Company determines the remuneration of Directors and group executive officers based on a remuneration
system linked to business performance, the level of achievement of performance targets and other such factors,
so as to provide a healthy incentive for sustainable growth.
In addition, the base amount of the remuneration for Directors and group executive officers is determined
automatically based on multifaceted evaluations which include the rate of achievement of numerical targets anddividend targets - such as net sales, operating profit, dividend amount, per capita net profit, net sales growth rate,
and profit growth rate - and quantitative targets - such as customer retention rate and partner retention rate - set
for each period at the Company as well as the level of achievement of qualitative targets, the foundation of which
is formed by the GMO-ism. Furthermore, the Company adopts a remuneration system that increases or decreases
the standard remuneration amount of each director and each group executive officer within the range of 20%
depending on the level of achievement of the individual performance targets set in each period for each director
and each group executive officer. If the Company does not achieve performance targets, there is a rule that requires
directors and group executive officers to propose voluntarily reduction of their compensation by a certain amount,- 21 -

and the Company will not provide bonuses to directors and group executive officers. On the other hand, when
performance targets are achieved, the Company will provide bonuses to directors and group executive officers asadditional remuneration depending on their results.
Details of the individual performance targets set for each director and each group executive officer and the actual
compensation amount provided to each director and each group executive officer by the Company for the given
fiscal year are disclosed to all officers and employees of all Group companies, so transparency is ensured.
We exclude arbitrariness from the process by which we determine remuneration amount of each director and eachgroup executive officer of the Company.
Regarding this remuneration system, the committee consisting of several members of the senior management who
volunteered to become the committee members discuss the necessity to finalize the new system or revise thecurrent system. All directors, after the consultation with the Nomination and Remuneration Committees with the
key members comprised of the three external directors who are independent officers, will ultimately finalize orrevise the new or current system at the Board of Directors meeting after sufficient deliberation of the results ofdiscussions among the committee members while fully respecting them. We exclude arbitrariness from the
remuneration system.

3. Reasons for Selection of Current Corporate Governance Structure
The Company has adopted an organizational structure of a Company with Audit and Supervisory Committee inaccordance with the Corporate Governance Policy.
The Board of Directors delegates its authority to the management based on clear standards, facilitates prompt andagile business execution to strengthen the oversight function over important decision-making, formulation ofmanagement strategies and execution of business.

- 22 -

III. Implementation Status of Measures for Shareholders and Other Stakeholders
1. Status of Efforts to Vitalize General Meeting of Shareholders and Facilitate Exercise of Voting Rights
Supplementary Explanation
Early Dispatch of Notice ofConvocation of General
Meeting of Shareholders
Avoiding Peak Days upon
Scheduling General Meetingof Shareholders

Efforts are made to provide an easy-to-understand explanation in the noticeof convocation, and to disclose it as early as possible.
As the fiscal year end of the Company is December, the General Meeting of
Shareholders is held in March, thereby avoiding peak days in June in which
many other companies hold their general meetings of shareholders.

Aggressively Leveraging
Hybrid Virtual Shareholder
Meeting

The Company held hybrid participation-type shareholder meetings in 2020
and 2021 and a hybrid remote attendance-type shareholder meeting in 2022
so that shareholders in a remote place could also participate. From 2023,
virtual-only shareholder meeting has started and the live stream of theshareholder meetings was made available on the Internet.

Exercise of Voting Rights via
Electromagnetic Means

In consideration of convenience of shareholders for exercising voting rights,
a system has been introduced to enable exercise of voting rights via theInternet.

Participation in Electronic
Voting Platform and Other
Efforts to Improve
Institutional Investors'
Environment for Exercise of
Voting Rights

The Company uses the Electronic Voting Platform by ICJ Incorporated.

Providing Notice ofConvocation (Summary) in
EnglishThe content of the notice of convocation is disclosed in both Japanese andEnglish at the stock exchange, the Electronic Voting Platform, the Company’s
website, etc.

Other

The notice of convocation contains many diagrams, photos, etc. to make iteasy to understand.

- 23 -

2. IR Activity Status
Supplementary Explanation
Preparation and Publication ofDisclosure Policy

Explanation byRepresentative
in Person

Disclosure policy is published on a dedicated website forinvestor relations (IR).
http://ir.gmo.jp/irpolicy/

Regular Briefing Sessions for
Individual Investors

Not held.

Regular Briefings Sessions forAnalysts and Institutional
Investors

A briefing session targeted at analysts and institutional
investors is held on a quarterly basis. Individual meetings
are also held.

Regular Briefings Sessions for
Foreign Investors

Not held.

Posting of IR Materials on theWebsitePosts are updated from time to time in line with IR
activities.

Establishment of IR-related
Department (Person in
Charge)The IR team has been established within the Group
Finance Department.

No
Yes
No

3. Status of Efforts to Respect the Positions of Stakeholders [Updated]
Supplementary Explanation

Provisions of Internal Rules,
etc. for Respecting the
Positions of Stakeholders

The Company has established “Compliance Declaration” to clearly define
the guidelines for acting in good faith and appropriately as a better memberof society and business person in accordance with ethics, laws andregulations as well as social norms. The Company has also formulated“Twelve Commandments of Information Security Conduct Guidelines” inaddition to “Compliance Declaration,” booklets to be carried at all times.
The “Group Legal Division” and “Group Financial Business Cooperation& Group Internal Audit Office” conduct compliance-related training andraise awareness of compliance, work to ensure the effectiveness of
prevention, early detection and self-correction of fraudulent act, etc. toenhance compliance management.
The Company has also established a helpline system to prepare against thedetection of a fraudulent act, and operates a consultation andwhistleblowing framework.

Formulation of Policies, etc.
for Providing Information to
Stakeholders

The Company endeavors to distribute corporate information in a prompt,
fair, accurate and easy-to-understand manner to all stakeholders including
shareholders, investors, customers and partners. The Company will at notime provide specific information exclusively to specific persons.

- 24 -

IV. Matters Concerning the Internal Control System, etc.
1. Basic Views on Internal Control System and the Status of Development Thereof [Updated]
At the Company, the Board of Directors resolves on the “system for ensuring proper operation of business” prescribedin the Companies Act and the Ordinance for Enforcement of the Companies Act. The overview is provided as follows.
1. Structure for storing and managing information on execution of duties by Directors (excluding those who
are Audit and Supervisory Committee Members)
Appropriate management and storage is conducted in the Company by recording information on the performance of
duties by Directors (excluding those who are Audit and Supervisory Committee Members) in writing or electronicallyin the form of electronic information in accordance with the document management rules and security policy, andstoring the information at the storage location prescribed by the document management rules for the period set forthin said rules by document classification.
Audit and Supervisory Committee Members and the Group Financial Business Cooperation & Group Internal Audit
Office are authorized to view and copy documents, etc.
2. Rules and other structures to manage risk of loss
The Company has established rules on risk management, and takes action to minimize the risk of loss that may arise
from various transactions.
Also, the Company has established the Management Council consisting of Directors and group executive officers(note: attendance by external directors is voluntary), which discusses or resolves matters commissioned by the Boardof Directors and other important management-related matters of the Company. A meeting of the Council is convened
in principle on a weekly basis, to gain an understanding of the daily transaction status in detail and discover at an
early stage facts that may cause damage to the Company.
Furthermore, the Company has established the “Risk Management Committee.” A meeting of the Committee isconvened in principle on a monthly basis, to discover at an early stage risk information that may cause damage to theGroup and respond to risks that become evident.
3. Structure to ensure the efficient execution of duties by Directors (excluding those who are Audit andSupervisory Committee Members)
The Company clarifies the respective business departments of each Director (excluding those who are Audit andSupervisory Committee Members). In order to clarify the responsibility of management for business performance ineach period, the Company has set the term of office of Directors (excluding those who are Audit and Supervisory
Committee Members) at one year, since March 26, 2002. Through stringent evaluation of the performance of each
Director on an annual basis, the Company works to improve the efficiency of their execution of duties.
Regular meetings of the Management Council and executive meetings are held in principle on a weekly basis, andthe Company verifies the efficiency of duties on an ongoing basis by gaining an understanding of the status ofdecision-making of important management matters and the performance of duties in a timely manner.
4. System to ensure that performance of duties by Directors (excluding those who are Audit and Supervisory
Committee Members) and employees complies with laws, regulations and the Articles of Incorporation
The Company shares the mindset it has cultivated in the form of “Spirit Venture Declaration,” and sets it as thefoundation of its corporate activities. The Company also established the “Compliance Declaration,” to observe laws,
regulations and social ethics, and establish a compliance structure.

- 25 -

At the meetings of the Board of Directors and the Management Council, where management decisions are made andexecution of duties is reported, legality is confirmed by seeking the opinions of the Audit and Supervisory Committee
Members with respect to all agendas.
The Company also holds “Compliance Workshops,” and establishes the “GMO Helpline” to operate a consultation
and whistleblowing framework, and works to ensure the effectiveness of prevention, early detection and selfcorrection of fraudulent acts, etc. in an effort to enhance compliance management.
The “Group Financial Business Cooperation & Group Internal Audit Office” conducts audits to determine whether
execution of business is in compliance with laws, regulations, and the Articles of Incorporation, etc.
5. Structure to ensure proper operation of business in the corporate group consisting of the Company and its
subsidiaries
The Company holds an executive meeting, the members of which include the respective presidents of all Group
companies, in principle on a weekly basis, in order to gain an understanding of the accomplishments, etc. ofmanagement activities of each Group company and properly execute budget control.
The Company dispatches a certain number of Directors or Auditors to each Group company to ensure proper
operation of business of the Group as a whole, through regularly understanding the status of business execution of
the Group companies and reporting to the Company's Board of Directors or Management Council in advance certain
important matters subject to decision-making prescribed in the affiliate management rules.
In addition, the Company gives guidance on compliance to each Group company, and works to ensure theeffectiveness of prevention, early detection and self-correction of fraudulent acts, etc. in an effort to enhancecompliance management of the Group as a whole. We have established a system to monitor whether proper business
operations are being conducted through dialogues with each Group company by the "Business Risk Committee.
The Company also established the “Group Financial Business Cooperation & Group Internal Audit Office” to ensure
proper operation of business by conducting internal audits on the business execution and administration status ofeach Group company.
Further, the aforementioned “Risk Management Committee” reports the status of risk management of the Group to
the Board of Directors in principle on a quarterly basis, in an effort to further ensure the proper operation of business.
6. Structure for Directors and employees to report to the Audit and Supervisory Committee or its Members
and other structures to report to the Audit and Supervisory Committee or its Members
At the Company, Audit and Supervisory Committee Members attend important meetings such as meetings of theManagement Council in addition to the meetings of the Board of Directors, view important approval documents, etc.,
and as necessary, request Directors, etc. to give an explanation thereof, and gain an understanding of the process inwhich important decisions are made as well as the status of execution of business.
If a Director of the Company (excluding those who are Audit and Supervisory Committee Members) discovers a factthat may cause substantial damage to the Company, he/she must promptly report such fact to the Audit andSupervisory Committee Members in accordance with laws and regulations.
The Company receives an explanation of financial audits by the Financial Auditor of the Company and an explanationof internal audits by the Group Financial Business Cooperation & Group Internal Audit Office as well as exchange
information with each other to realize a collaborative structure.

- 26 -

7. Structure for Directors and employees of subsidiaries to report to the Audit and Supervisory Committee or
its Members and other structures to report to the Audit and Supervisory Committee or its Members
The Company develops in advance a structure with each of its subsidiary that enables Directors, Auditors, Audit andSupervisory Committee Members, employees, etc. of each subsidiary or anyone who has received a report from themto report to the Directors, Audit and Supervisory Committee Members, employees, etc. of the Company directly or
via the Board Of Directors, Auditors or Audit and Supervisory Committee Members of each subsidiary.
8. Structure to ensure that persons who made a report referred to in the preceding two items will not be treatedunfairly on the grounds of such reporting(1) Audit and Supervisory Committee Members shall not have the obligation to report information obtained from
Directors (excluding those who are Audit and Supervisory Committee Members) or employees to third parties.
(2) Audit and Supervisory Committee Members may request Directors (excluding those who are Audit andSupervisory Committee Members) to disclose the reasons for relocation, personnel evaluation, disciplinary action,etc. of employees who made a report.
9. Matters concerning prepayment or reimbursement procedures for expenses arising from the execution ofduties by Audit and Supervisory Committee Members and other policies for the treatment of expenses or
obligations arising from the execution of such duties
When an Audit and Supervisory Committee Member requests the prepayment of expenses arising from the executionof his/her duties or reimbursement of expenses, etc. paid or repayment of obligations assumed in the execution of
his/her duties, the Company shall respond to such request unless it is possible to substantiate that such expenses, etc.
have not arisen from the execution of duties of the Audit and Supervisory Committee Member.
10. Other structures to ensure that audits by Audit and Supervisory Committee Members are conductedeffectively
Audit and Supervisory Committee Members and the Representative Director periodically hold meetings tocommunicate with each other.
Meetings are also held periodically with the Financial Auditor and Group Financial Business Cooperation & GroupInternal Audit Office.

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2. Basic Views on and Preparedness for Eliminating Anti-Social Forces
1. Basic views on eliminating anti-social forces
The Company’s basic policy is to eliminate any relationship, transactions, negotiations with anti-social forces thatthreaten social order and safety of civil society and not to use such anti-social forces. If undue claims are made byanti-social forces against the Company, the Company will take a resolute stance as a whole and endeavor to preventany damage caused by anti-social forces.
2. Preparedness for eliminating anti-social forces
In July 2008, the Company joined Tokubouren, an association set up within the Tokyo Metropolitan Police
Department to take measures to prevent special violence. The Company participates in workshops, etc. held by
Tokubouren, collects information, and communicate with the legal adviser and police from time to time.

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

AdoptedSupplementary Explanation [Updated]
Our Board of Directors believes that because the Company is a public company and its shares are freely traded,trading in the Company shares should be left in the hands of markets, and any decision concerning the acceptabilityof a Large-Scale Purchase by a Certain Group should ultimately be left to the Company shareholders who own the
Company shares.
Should a Large-Scale Purchase be contemplated, we believe that it is indispensable that, in order to allow ourshareholders to decide on the acceptability of the Large-Scale Purchase, not only the information provided in a onesided manner by the Large-Scale Purchaser*3, but also information from our Board of Directors, which is entrustedwith the company’s operations and information including assessments and opinions of our Board of Directors withrespect to the Large-Scale Purchase should be provided.
The GMO Internet Group focuses its business resources on the Internet market with high growth potential, under the
corporate slogan “Internet for Everyone.” The GMO Internet Group has been providing a full range of Internetrelated services, chiefly in the following four areas:(1) Internet Infrastructure business;(2) Internet Finance business;(3) Online Advertising & Media business; and(4) Cryptoassets business.

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These operations are not independent, but rather function as one, mutually and organically, and exert synergies thatallow for the creation of greater corporate value. Internet-related technologies develop at an extremely rapid paceand, accordingly, industry standards and customer needs also change rapidly. The Company believes that, withrespect to our management, it is indispensable for such management to understand: the specialized nature of its
operations described above, management know-how based on a high degree of expertise related to its Internet-related
services, as well as the relationships among the stakeholders, such as the Company’s personnel who have thetechniques and skills necessary to cope with technical innovations, the entities of GMO Internet Group that carry out
their business within the company group, united as one, organically, its trading partners and clients.
We believe that without such an understanding of the Company’s operations, it will become difficult to grasp the
corporate value of the Company fully, and, it is extremely important that for purposes of our shareholders evaluatinga Large-Scale Purchase by a Large-Scale Purchaser, our shareholders not only be given information by the LargeScale Purchaser, but also the assessments and opinions of our Board of Directors—which fully understands the
specialized nature of the Company’s operations—concerning the proposed Large-Scale Purchase.
Operating along the lines of this thinking, our Board of Directors believes that it will contribute to the common
interests of our shareholders and our corporate value to draw up a set of rules concerning Large-Scale Purchases of
the Company shares (hereinafter referred to as the “Large-Scale Purchase Rules”), to collect and provide informationthat is necessary and sufficient for our shareholders to assess the Large-Scale Purchase, and thereafter to formulate
and disclose the opinion of the Board of Directors after assessing and reviewing such information. Our Board of
Directors will require any prospective Large-Scale Purchaser to comply with the Large-Scale Purchase Rules. In acase where a Large-Scale Purchaser does not comply with the Large-Scale Purchase Rules, a case where it is judgedthat a Large-Scale Purchase carried out pursuant to the Large-Scale Purchase Rules would have the effect of seriously
harming the common interests of our shareholders and our corporate value, or a case where invoking thecountermeasures is approved by the shareholders at the shareholders' meeting, our Board of Directors will be in aposition to take certain countermeasures that it judges to be appropriate at that point.
A policy toward Large-Scale Purchases of our shares was decided initially in the Company’s Board of Directors’
meeting held on March 13, 2006, for the purposes described above. Since then, the initial Board of Directors’ meeting,held after the Annual General Shareholders Meeting scheduled for every year, has decided to continue such policy.
After fully considering changes in the external environment, the “Action Guidelines for Corporate Takeovers”
announced by the Ministry of Economy, Trade and Industry on August 31, 2023, and recent court precedents, as wellas listening to the opinions of market participants, etc., and making a comprehensive judgment, the Board of Directorsof the Company at its meeting held on March 21, 2024, after the annual shareholders' meeting of the Company heldon the same day, decided to continue the policy. (hereinafter referred to as the “Policy”).
The Policy will be implemented only if large-scale purchaser violates the rules set forth in the Policy or if a largescale purchase of the Company’s shares significantly compromises the common interests of shareholders and thecorporate value. In addition, a special committee consisting of the four committee members independent from theBoard of Directors must be established and their opinions must be respected to the greatest extent possible, and all
directors including three external directors who are independent officers must be in favor of implementing
countermeasures in regards to the implementation of the Policy, so we do not allow the Board of Directors to
implement countermeasures for the purpose of defending their own interests.

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Although we are aware of anti-takeover-measure-related trends among other companies, for example, the procedures
set forth in the Financial Instruments and Exchange Act, such as market transactions to which restrictions on tender
offer are not applied, lack as a means of collecting and providing shareholders with necessary and sufficient
information for shareholders to judge whether to accept large-scale purchase of the Company’s shares as explained
above, so we judged that the said anti-takeover measures are necessary.
Adopting a policy concerning Large-Scale Purchases of the Company shares, as a defense against corporate takeovers.
https://ir.gmo.jp/en/management-policy/governance/anti-takeover/

2. Other Matters Concerning Corporate Governance Structure, etc.
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