February 21, 2022

Company Name:

GMO Internet, Inc.
(TSE First Section, Code: 9449)

Address:

26-1 Sakuragaoka-cho Shibuya-ku Tokyo JAPAN

Representative:

Masatoshi Kumagai, Founder, Chairman and Group CEOContact:

Masashi Yasuda, Executive Vice President and CFO, Head ofGroup Management Division

Telephone:+81 3 5456 2555

URL:

https://www.gmo.jp/en

Notice of Amendment to Articles of Incorporation
At a meeting of the GMO Internet Board of Directors convened today, it was resolved to put forward the following
proposal regarding amendments to the company’s Articles of Incorporation at the FY2021 Annual General
Shareholders Meeting to be held on March 20, 2022.

1.

Reasons for the amendment(1) The board of directors of GMO Internet, Inc. has resolved at the meeting held on November 21, 2021, toacquire 55% of trust beneficiary rights set for Setagaya Business Square (Yoga, Setagaya City, Tokyo), which isa high-rise composite facility. As a result, the company’s Articles of Incorporation are changed to facilitate realestate holding, management, and leasing businesses. (Article 3, Item 22 of the revised Articles of Incorporation)(2) GMO Internet decided the amendments to part of the company’s Articles of Incorporation so that it could holdfully digital shareholders meetings (so-called "virtual-only shareholders meetings") to secure the profit ofshareholders by taking measures against infectious diseases including the novel coronavirus infectious diseases
and aim to facilitate, improve the efficiency of, and activate the shareholders meeting by making it easier for
many shareholders - such as those in a remote place - to attend. (Article 21 of the revised Articles ofIncorporation)(3) GMO Internet decided the amendments to the company’s Articles of Incorporation as follows in order toprepare for the introduction of a system to provide digital documents related to the General Meeting ofShareholders as the amended provisions as defined in the proviso to Article 1 of the Supplementary Provisions
to the Act for Partial Amendment of the Companies Act (Act No. 70 of 2019) would be enforced on September 1,1

2022.
a. Article 23, Paragraph 1 of the revised Articles of Incorporation includes a provision stipulating that theCompany will implement the measures to provide digital information about the content of reference documents
for shareholders’ meetings.
b. Article 23, Paragraph 2 of the revised Articles of Incorporation determines the provisions to limit the scope ofmatters to set forth in documents to be issued to the shareholders who request the issuance of documents.
c. As the provisions of the Internet Disclosure and Deemed Provision of Reference Materials, Etc. for General
Meeting of Shareholders (Article 23 of the current Articles of Incorporation) are unnecessary, the Company
proposes to delete them.
d. The Company proposes to determine the Supplementary Provisions for the effective date, etc. due to addingand deleting provisions as explained above.

22.

Details of Amendments(Changes Underlined)

Current

Revised

Article 3 (Purpose)

Article 3 (Purpose)

The purpose of the Company shall be to engage in

The purpose of the Company shall be to engage inthe following businesses:

the following businesses:(Omitted)(Omitted)(New)(22) Real estate rental and administration business(22) Businesses incidental to the businesses(23) Businesses incidental to the businesses

referred to in the above items

referred to in the above items

Article 21 (Convocation)

Article 21 (Convocation)

An ordinary general meeting of shareholders shall

1. An ordinary general meeting of shareholders

be convened in March every year. An extraordinary

shall be convened in March every year. An

general meeting of shareholders may be convened

extraordinary general meeting of shareholders

as necessary.

may be convened as necessary.

(New)

2. General meetings of shareholders may be held
without including physical locations.

Article 23 (Internet Disclosure and Deemed(Deleted)

Provision of Reference Materials, Etc. for General
Meeting of Shareholders)Upon convocation of a general meeting ofshareholders, the Company may deem that theinformation required to be described or indicated in
the reference document for the general meeting ofshareholders, business report, financial statement
and consolidated financial statement shall havebeen provided to the shareholders when suchinformation is disclosed, pursuant to the Ministry ofJustice Ordinances, through a method that uses
the Internet.
(New)

Article 23. (Electronic provision measure, etc.)
1. When convening the General Meeting ofShareholders, the Company shall take anelectronic provision measure for information that
constitutes the contents of reference materials,etc., for the General Meeting of Shareholders.
2. The Company may not include all or part of the3

matters for an electronic provision measure as set
forth in the Ordinance of the Ministry of Justice indocuments to be delivered to shareholders whosubmit a request for the delivery of written
documents by the record date for voting rights.

Articles 24-52

Articles 24-52(Omitted)

As per the current provisions(New)(SUPPLEMENTARY PROVISIONS)
1. The deletion of the current Article 23 (InternetDisclosure and Deemed Provision of Reference
Materials, Etc. for General Meeting ofShareholders) of the Articles of Incorporation andthe creation of the proposed amendment in Article
23 (Electronic provision measure, etc.) shall beeffective from the date of enforcement of theamending provisions provided in the proviso toArticle 1 of the Supplementary Provisions of theAct for Partially Amending the Companies Act (ActNo. 70 of 2019) (the “Enforcement Date”).
2. Notwithstanding the preceding paragraph, thecurrent Article 23 of the Articles of Incorporation
shall be still effective for the General Meeting ofShareholders whose date falls within six months
from the Enforcement Date.
3. This supplementary provision shall be deleted
after the later of either the date six months fromthe Enforcement Date or the date three months
from the date of the General Meeting ofShareholders as set forth in the preceding
paragraph.

3. Schedule(1)

Date of Annual General Shareholders Meeting

March 20, 2022(2)

Effective Date of Amendments to Articles of Incorporation

March 20, 2022

(excluding change of Article 23)4