November 9, 2023

Company Name:

GMO Internet Group, Inc.
(TSE Prime Market, Code: 9449)

Address:

26-1 Sakuragaoka-cho Shibuya-ku Tokyo JAPAN

Representative:

Masatoshi Kumagai, Founder, Chairman and Group CEO

Contact:

Masashi Yasuda, Executive Vice President and Group CFO,
Deputy to Group CEO, Head of Group Management Division

Telephone:+81 3 5456 2555

URL:

https://www.gmo.jp/en

Notice of Change in Consolidated Subsidiaries (by Share Transfer)
GMO Internet Group, Inc. (the Company) hereby announces that our consolidated subsidiary, GMO
Financial Holdings, Inc. (TSE Standard Market, Code: 7177) (“GMO-FH”) has resolved at the meeting of theBoard of Directors convened on September 20, 2023, determined to transfer all of the shares of its
consolidated subsidiary, GMO-Z.com Bullion HK Limited (“GMO-Z.com Bullion HK”), to Max Bullions
Limited (“Max Bullions”) (the “Transfer”), as described below.
1. Reason for acquisition of shares
GMO-FH and its consolidated subsidiaries are actively promoting investments in both strengthening theearnings base in existing businesses and expanding into new business areas with growth potential, basedon the policy of "strengthening what is already strong" to achieve sustainable growth. We have decided totransfer all shares of GMO-Z.com Bullion HK, a Hong Kong-based provider of over-the-counter CFD trading
services, to Max Bullions based on Hong Kong in order to further drive these initiatives by focusing on ourstrengths.
2. Overview of the company to be changed
(1)

Name

GMO-Z.com Bullion HK Limited(2)

Location

Suites 2308-09, 23/F, Tower 1, The Gateway, Harbour City,Kowloon, Hong Kong(3)

Job title and name ofrepresentative

Director Tatsuki Yamamoto(4)

Description of business

Providing of over-the-counter CFD trading services in HongKong(5)

Share capital

8 million USD （1,177million yen※１）(6)

Date of establishment

January 23, 2014

(7)

Major shareholders andownership ratios

GMO-FH 100%1

(8)

(9)

Relationship between
the Company and said
company

Capital relationship

GMO-FH holds 100% of voting rights ofGMO-Z.com Bullion HK.

Personnel
relationshipOne director and one employee of GMO-FH
are seconded to GMO-Z.com Bullion HK.

Businessrelationship

There is a contract with GMO-FH regarding
outsourcing, etc.

Operating results and financial positions of said company for the last three years※２(Millions of yen, except per share figures)
Fiscal year

Year ended
December 2020

Year ended
December 2021

Year ended
December 2022

Net assets

-57

-119

-182

Total assets

273

178

212

-28.71-59.86-91.40Net sales

4481

113

Operating profit

-70

-51

-44

Ordinary profit

-72

-53

-46

Net income

-72

-53

-46

Earnings per share-36.38-25.59-23.27

Dividend per share

0.00

0.00

0.00

Net assets per share※1 Converted into yen at GMO-FH conversion rate of 1 USD = 145.54 yen at the end of August 2023.
※2 Converted into yen at the exchange rate of GMO-FH in each financial year.
3. Outline of the counterparty of the share transfer※3
(1)

Name

Max Bullions Limited(2)

Location

Office E, 17/F., EGL Tower, No. 83 Hung To Road, Kwun Tong,
Kowloon, Hong Kong(3)

Job title and name ofrepresentative

Director and CEO Chung Chau Kan(4)

Description of business

Precious metal trading business(5)

Share capital

5 million HKD (92.8 million yen※4)(6)

Date of establishment

May 31, 2023

(7)

Major shareholders andownership ratios

Motion Cast Limited 100%（Motion Cast Limited is a wholly
owned subsidiary of Novacon Technology Group Limited（HKEX : 8635））
Capital relationship Not applicable(8)

Relationship between
the Company and said
company

Personnel
relationship

Not applicable

Businessrelationship

Not applicable※3 As the company was established in May 2023, net assets and total assets for the immediately
preceding financial year have been omitted.
※4 Converted into yen at GMO-FH conversion rate of 1 HKD = 18.56 yen at the end of August 2023.
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4. Number of transferred shares, transfer price and status of shareholding before and after the transfer
2,000,000 shares(Number of voting rights：2,000,000)(Percentage of voting rights held：100%)(1)

Numbers of shares
owned before thechange(2)2,000,000 shares
Number of shares to be(Number of voting rights：2,000,000)
transferred(Percentage of voting rights held：100%)(3)

Transfer price

216,000 USD or 16,000 USD※５(4)

Numbers of shares
owned after transfer0 share(Number of voting rights：0)(Percentage of voting rights held：0%)※5 We are scheduled to receive payments of 8,000 USD each upon the execution of the stocktransfer agreement and the completion of the stock transfer. The remaining balance of 200,000 USD isplanned to be paid once the procedures, such as changing shareholders, related to the continued useof computer software licenses held by GMO-Z.com Bullion HK are completed. However, if the license
cannot be continued, the transfer price will be 16,000 USD.
5. Timetable(1)

Date of resolution at themeeting of the Board of September 20,2023
Directors(2)

Date of conclusion ofstock transferagreement(3)

Date of commencement
September 25,2023
of share transfer

September 20,2023

6. Outlook
The impact of this matter on consolidated business results is expected to be minimal.
We will promptly make an announcement if any matters that should be disclosed arise in the future.

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