Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.

(Stock Exchange Code 9449)
March 6, 2024
To Shareholders with Voting Rights:
Masatoshi KumagaiFounder, Chairman and Group CEO
GMO Internet Group, Inc.
26-1, Sakuragaoka-cho, Shibuya-ku,
Tokyo
NOTICE OF
THE FY2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Date and Time:

Date and Time: 10:00 a.m. on Thursday, March 21, 2024
Login begins at 9:30 a.m.

Preliminary Date and Time:

Date and Time: 10:00 a.m. on Friday, March 22, 2024
Login begins at 9:30 a.m.

Venue:

Virtual-only shareholders' meeting
This Annual General Meeting of Shareholders will be held without
including physical locations. The communication method that we will use
to transmit and receive information during the General Meeting is theInternet. For the method of remote attendance, please refer to the "Loginmethod of virtual-only shareholders' meeting (Japanese version only)"
within the Notice of Convocation.

Meeting Agenda:
Matters to be resolved: 1. Reporting on the Business Report, Consolidated Financial Statements andNon-Consolidated Financial Statements for the Company’s Fiscal Year 2023
(January 1, 2023 - December 31, 2023)
2. Reporting on the results of audits by the Financial Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
Meeting Agenda:
Proposals to be resolved:
Proposal 1:
Appointment of five Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 2:
Appointment of three Directors who are Audit and Supervisory Committee
Members1

Reference Documents for the General Meeting of Shareholders
Company Proposals
Proposal 1:

Appointment of five Directors (excluding Directors who are Audit andSupervisory Committee Members)
All of our company's directors (five in total) will reach the end of their term upon the conclusion of thisshareholders' meeting. We kindly request the appointment of five directors.
Our company has established a voluntary Nomination and Remuneration Committee, composed of a majority of
independent external directors, with the aim of further enhancing the objectivity and transparency of directors'
nomination and remuneration functions. The selection of director candidates is determined after deliberation andrecommendation by this committee.
As for this proposal, it has been reviewed by the Audit and Supervisory Committee, but there were no comments.
The director candidates are as follows:

Table: List of Candidates for Appointment as Directors
Candidate Name
PositionsNo.
Founder,
Masatoshi Kumagai
1
Chairman

Responsibilities
Group CEO

Executive Vice President and Group CFO, Deputy toGroup CEO, Head of Group Management Division
Executive Vice President and Group COO,
3
Director
Deputy to Group CEO, Head of Group Human
Hiroyuki Nishiyama
Resources Development Division
Executive Vice President, Head of Group Payment
4
Issei Ainoura
Director
Processing Division.
Executive Vice President, Head of Group
Infrastructure Division, Head of HQ Business,
5
Tadashi Ito
Director
Head of Cryptoassets Mining Business(Note)1. There is no shared interest between the candidates for the Board of Directors and the Company.
2. Each candidate approved the Policy toward Large-scale Purchases of the Company’s Shares adopted
by the Company. For the outline of the policy, please refer to “7. Basic Policy Regarding the Controlof the Stock Company” of this Notice of Convocation.
3. The Company has concluded a directors and officers liability insurance contract under which all
directors are insured. The liability insurance policy compensates for any damage that may arise if agiven director, who is an insured person, is liable for executing his or her duties or receives requests topursue the liabilities. If the above candidates are appointed as directors, they will be insured under the
insurance contract, and the Company intends to renew the insurance contract during their terms.
2

Masashi Yasuda

Director

2

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
May 1991

1

CEO of Voice Media Inc. (currently, GMO Internet Group,
Inc.)
September 1999 CEO of MagClick Inc. (currently, GMO AD Partners, Inc.)
April 2000
Director of MagClick Inc. (currently, GMO AD Partners,
Inc.)
August 2001
Representative Director and Chairman of iSLE Inc.
( currently, GlobalSign Holdings K.K.)
April 2002
Chairman of the Board of GMO Research Institute(currently, GMO Research, Inc.) (current position)
March 2003
CEO, Chairman of the Board and President of Global
Media Online Inc. (currently, GMO Internet Group,Inc.) Chairman of the Board of iSLE Inc. ( currently,
GlobalSign Holdings K.K.) (current position)
March 2004
Chairman of the Board of paperboy&co. Inc. (currently,
GMO Pepabo, Inc.) (current position)
Chairman of the Board of GMO Mobile and Desktop Inc.
(currently, GMO Media, Inc.) (current position)
December 2004 Chairman of the Board of Card Commerce Services Inc.
(currently, GMO Payment Gateway, Inc.)
March 2007
Chairman of the Board of MagClick Inc. (currently, GMO
AD Partners, Inc.)
Masatoshi Kumagai May 2008
CEO, Chairman of the Board and President, and Group(July 17, 1963)
CEO of GMO Internet, Inc.(currently, GMO Internet
Group, Inc.)[Reappointment] April 2009
Chairman of the Board of Inovex, Inc. (currently, GMO
TECH, Inc.) (current position)
December 2011 Chairman of the Board and President of GMO Payment
Gateway, Inc.
December 2012 Chairman of the Board of GMO Payment Gateway, Inc.
(current position)
March 2015
Director of GMO AD Partners, Inc.
March 2016
Chairman of the Board of GMO AD Partners, Inc. (current
position)
March 2022
Founder, Chairman and Group CEO of GMO Internet,
Inc. (currently, GMO Internet Group, Inc.; current
position)[Reasons for the selection]
As a founder, Masatoshi Kumagai has led a comprehensive group centeredaround internet infrastructure and financial businesses, which includes ourcompany among 10 listed companies and a total of 106 group companies. He
possess a wealth of experience in company management and high leadershipskills. With a broad and high-level perspective of the entire internet industry, he
has been deemed suitable as a director to drive the continuous growth of ourgroup and promote a management structure aimed at maximizing corporate
value, thus being selected as a candidate.

3

Number ofshares of theCompany held

8,990,911

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 2000

2

Masashi Yasuda(June 10, 1971)[Reappointment]

Registered as a certified public accountant
Joined interQ Inc. (currently, GMO Internet Group, Inc.)
September 2001 Head of Corporate Strategy of Global Media Online Inc.
(currently, GMO Internet Group , Inc.)
March 2002
Director and Head of Corporate Strategy of Global
Media Online Inc. (currently, GMO Internet
Group, Inc.)
March 2003
Executive Director in charge of Group Corporate
Strategy and Investor Relations of Global Media Online
Inc. (currently, GMO Internet Group, Inc.)
March 2005
Managing Director and Head of Management Division,in charge of Group Corporate Strategy and Investor
Relations of Global Media Online Inc. (currently,
GMO Internet Group, Inc.)
May 2008
Managing Director and Head of Group Management
Division of GMO Internet, Inc.(currently, GMO
Internet Group, Inc.)
March 2013
Managing Director, Deputy to Group CEO and Head ofGroup Management Division of GMO Internet,
Inc.(currently, GMO Internet Group, Inc.)
March 2015
Deputy CEO, Deputy to Group CEO and Head of GroupManagement Division of GMO Internet, Inc. (currently,
GMO Internet Group, Inc.)
March 2016
Director of GMO Media, Inc. (current position)
Director of GMO CLOUD K.K. ( currently,
GlobalSign Holdings K.K.)(current position)
Director of GMO Pepabo, Inc. (current position)
Director of GMO Research, Inc. (current position)
Director of GMO AD Partners Inc. (current position)
Director of GMO TECH, Inc. (current position)
June 2016
Director of GMO CLICK Holdings, Inc. (currently,
GMO Financial Holdings, Inc.) (current position)
Auditor of Aozora Trust Bank, Ltd. (currently, GMO
Aozora Net Bank, Ltd.)
December 2016 Director of GMO Payment Gateway, Inc. (current
position)
June 2019
External Director of GMO Aozora Net Bank, Ltd.
(current position)
Director, Executive Vice President and Group
March 2022
CFO, Deputy to Group CEO, Head of GroupManagement Division of GMO Internet, Inc.
(currently, GMO Internet Group, Inc.; current
position)[Reasons for the selection]
Since joining the company in 2000, Masashi Yasuda contributed to thegrowth of the group by demonstrating his professional knowledge andexperience as a Certified Public Accountant. Since 2005, he has been
overseeing the management departments of our company and its group,
conducting risk management through legal compliance and governanceenhancement. As an officer in charge of Investor Relations (IR), he has
actively developed the IR and financial strategies for our group, promoting
timely disclosure. Appointed as Vice President of the Board of Directors in
2015, he has been selected as a candidate for the director position due to his
extensive knowledge in the field of management control, finance, andcorporate governance.

4

Number ofshares of theCompany held

37,700

No.

3

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

September 1999 Joined MagClick Inc. (currently, GMO AD Partners, Inc.)
April 2000
CEO of MagClick Inc. (currently, GMO AD Partners,
Inc.)
March 2001
Director of interQ Inc. (currently, GMO Internet
Group, Inc.)
March 2003
Executive Director in charge of Group Media of Global
Media Online Inc. (currently, GMO Internet Group, Inc.)
March 2006
Chairman of the Board of MagClick Inc. (currently, GMO
AD Partners, Inc.)
March 2007
Managing Director of GMO Internet, Inc. (currently, GMO
Internet Group, Inc.)
May 2008
Managing Director and Head of Group Business Divisionof GMO Internet, Inc. (currently, GMO Internet Group,
Inc.)
March 2010
Director of paperboy&co. Inc. (currently, GMO Pepabo,
Inc.)
March 2013
Managing Director, Deputy to Group CEO, Head ofGroup Ecommerce Solutions Division and Head of Group
Hiroyuki Nishiyama
Staff Development Division of GMO Internet, Inc.
(August 14, 1964)(currently, GMO Internet Group, Inc.)
March 2015
Deputy CEO, Deputy to Group CEO, Head of Group[Reappointment]
Ecommerce Solutions Division and Head of Group Staff
Development Division of GMO Internet, Inc. (currently,
GMO Internet Group, Inc.)
December 2018 Director of GMO Payment Gateway, Inc.
March 2019
Executive Vice President and COO, Deputy toGroup CEO, Head of Group Staff Development
Division, and General Manager of Alliance
Development Office of GMO Internet, Inc.
(currently, GMO Internet Group, Inc.)
March 2022
Director, Executive Vice President and Group
COO, Deputy to Group CEO, Head of Group
Human Resources Development Division of GMO
Internet, Inc. (currently, GMO Internet Group, Inc.;
current position)[Reasons for the selection]
After joining the group in 1999, Hiroyuki Nishiyama became the President
and CEO of Magclick Inc., (currently, GMO Ad Partners Inc.), which was
the first group company to go public, and joined our company's board of
directors in 2001. As the head of the group's media division, he hasleveraged his plentiful experience and high insight in company management
to exhibit leadership in promoting the overall business. Appointed as Vice
President of the Board of Directors in 2015, he assisted the grouprepresentative and also led on-site as the head of talent development. With
his rich experience in talent strategy, he is suitable as a director and thus
selected as a candidate.

5

Number ofshares of theCompany held

47,800No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1986
April 2000

4

Issei Ainoura(July 19, 1962)[Reappointment]

Joined IBM Japan, Ltd.
President and Representative Director of Card Call
Service, Inc. (currently, GMO Payment Gateway, Inc.)
December 2003 Director of MTI Ltd.
March 2006
Director of GMO Internet, Inc. (currently, GMO Internet
Group, Inc.)
December 2011 CEO and Representative Director of GMO Payment
Gateway, Inc.
December 2012 President and Representative Director of GMO Payment
Gateway, Inc. (current position)
March 2014
Managing Director and Head of Group Payment
Processing Division of GMO Internet, Inc.(currently,
GMO Internet Group, Inc.)
March 2016
Deputy CEO and Head of Group Payment Processing
Division of GMO Internet, Inc. (currently, GMO
Internet Group, Inc.)
Director and Executive Vice President, Head of
March 2022
Group Payment Processing Division of GMO
Internet, Inc.(currently, GMO Internet Group, Inc.;
current position)[Reasons for the selection]
After moving on from IBM Japan, Ltd., Issei Ainoura assumed the positionof President and CEO of Card Call Service Co., Ltd. (currently, GMO
Payment Gateway Inc.) in 2000. In 2005, he took the company public and,three years later, transitioned it to the First Section of the Tokyo Stock
Exchange (currently, TSE Prime Market). The company has achieved
medium-term growth through strategic planning for continuous growth with
an operating profit of over 25%. Possessing a wealth of overall company
management experience and a broad knowledge of business andorganizational understanding, he is suitable as a director and selected as a
candidate.

6

Number ofshares of theCompany held

6,400

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
October 1997

5

Tadashi Ito(March 12, 1974)[Reappointment]

Joined interQ Inc. (currently, GMO Internet Group,Inc.)
December 2001 General Manager of OEM Division of Global Media
Online Inc. (currently, GMO Internet Group, Inc.)
March 2004
Director and President of Business Partner Company of
Global Media Online Inc. (currently, GMO Internet
Group, Inc.)
September 2004 Director and Manager of Business Partner Division of
Global Media Online Inc. (currently, GMO Internet
Group, Inc.)
August 2006
Director and Manager of Group Business Development
Division of GMO Internet, Inc. (currently, GMO Internet
Group, Inc.)
April 2008
Executive Director and Manager of Group Business
Development of GMO Internet, Inc. (currently, GMO
Internet Group, Inc.)
January 2009
Executive Director and General Manager of Business
Division of GMO Internet, Inc. (currently, GMO Internet
Group, Inc.)
March 2013
Director of GMO CLOUD K.K.( currently, GlobalSign
Holdings K.K.)
Director of paperboy&co. Inc.
(currently, GMO Pepabo, Inc.)
Managing Director, Head of Group Infrastructure
Division and General Manager of Business Division of
GMO Internet, Inc. (currently, GMO Internet Group,
Inc.)
March 2020
Executive Vice President, Head of Group
Infrastructure Division and General Manager ofBusiness Division of GMO Internet, Inc. (currently,
GMO Internet Group, Inc.)
April 2020
Executive Vice President, Head of Group
Infrastructure Division and General Manager ofBusiness Division of GMO Internet, Inc. (currently,
GMO Internet Group, Inc.)
March 2022
Director, Executive Vice President, Head of Group
Infrastructure Division, General Manager of Business
Division, Head of Cryptoassets Mining Business of
GMO Internet, Inc. (currently, GMO Internet Group,
Inc.)
March 2023
Director, Executive Vice President, Head of Group
Infrastructure Division, Head of HQ Business, General
Manager of Business Division, Head of Cryptoassets
Mining Business of GMO Internet Group, Inc.
July 2023
Director, Executive Vice President, Head of Group
Infrastructure Division, Head of HQ Business, Head of
Cryptoassets Mining Business of GMO Internet Group,
Inc. (current position)[Reasons for the selection]
Tadashi Ito joined the company in 1997 and was primarily responsible fornew business ventures and external alliances. Since 2013, he served as
Managing Director overseeing the Group Infrastructure Division, and also as
Division Head. In 2020, he became the Vice President of the Board of
Directors, leading business growth through pricing strategies and marketingstrategies in the company's core services such as Access, Domain, and Cloud
Hosting. We have determined that he is the most suitable candidate for the
Board of Directors with the ability to execute growth strategies for further
strengthening and expanding the business foundation of our group.

7

Number ofshares of theCompany held

142,300

Proposal 2：Appointment of three Directors who are an Audit and Supervisory Committee Members
Our directors serving as Audit & Supervisory Board Members, Mr. Keigo Ogura, Mr. Takashi Gunjikake, and Mr.
Kaname Masuda, will reach the end of their terms at the conclusion of this general meeting of shareholders.
Therefore, we propose the appointment of three directors as Audit & Supervisory Board Members. Please notethat this proposal has already been consented to by the Audit & Supervisory Board Committee beforehand.
The candidates for directors serving as Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
October 1996

2

Keigo Ogura(July 19, 1971)[Reappointment][External]

Joined Century Audit Corporation (currently Ernst &Young ShinNihon LLC)
April 2000
Registered as a certified public accountant
January 2001 Joined Partners Consulting, Inc.
September 2002 Established Ogura Certified Public Accountant Office
President of Ogura Certified Public Accountant Office(current position)
Auditor of Global Media Online Inc. (currently, GMO
March 2004
Internet Group, Inc.)
March 2016
Director and Audit and Supervisory Committee Memberof GMO Internet, Inc. (currently, GMO Internet Group,
Inc.; current position)
October 2019 G-Crew Tax Co. representative partner(current position)[Special interests between the candidate and the Company]
There is no special interest between Keigo Ogura and the Company.
[Reasons for the selection]
Due to Keigo Ogura's professional expertise as a Certified Public
Accountant and Tax Accountant, and his profound insights into corporate
management, we determined that he is fully capable of appropriately
fulfilling their duties as an External Director (Audit and Supervisory
Committee Member). Upon his appointment, based on the provisions of ourarticles of incorporation, we plan to continue a liability limitation contract
with him under Article 427, Paragraph 1 of the Companies Act, which
limits liability under Article 423, Paragraph 1. However, the limit ofliability under this contract will be as prescribed by law. If the candidate isappointed, we plan to continue declaring them as an independent officer tothe Tokyo Stock Exchange. The term of the above candidate as an External
Director (Audit and Supervisory Committee Member) of our company willbe 8 years upon the conclusion of this general meeting.

8

Number ofshares of theCompany held

3,200

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1967
July 1996
July 2003
July 2004
July 2005
August 2007
March 2012
March 2016

3

Joined Tokyo Regional Taxation Bureau (Official, Ministryof Finance)
Deputy District Director of Kamakura Tax Office
Chief Examiner, Second Large Enterprise Examination
Department of Tokyo Regional Taxation Bureau
Director, Second Information and Examination Division,
Second Taxation Department of Tokyo Regional Taxation
BureauDistrict Director of Kanagawa Tax Office
Registered as a certified tax accountant
Auditor of GMO Internet, Inc. (currently, GMO Internet
Group, Inc.)
Director and Audit and Supervisory Committee Member of
GMO Internet, Inc. (currently, GMO Internet Group, Inc.;
current position)

Takashi Gunjikake(April 22, 1947) [Special interests between the candidate and the Company]
There is no special interest between Takashi Gunjikake and the Company.
[Reappointment][Reasons for the selection][External]
Takashi Gunjikake has specialized view as a Tax Accountant, and highlevel of insight, we determined that he is capable of appropriately
performing his duties as an External Director (Audit and Supervisory
Committee Member). If appointed, based on the articles of incorporation,
we plan to continue a liability limitation contract with Article 427,
Paragraph 1 of the Companies Act, which limits liability under Article 423,
Paragraph 1. However, the limit of liability under this contract will be asprescribed by law. If the candidate is appointed, we plan to continue
declaring them as an independent officer to the Tokyo Stock Exchange. The
term of the above candidate as an External Director (Audit and Supervisory
Committee Member) of our company will be 8 years upon the conclusionof this general meeting.

9

Number ofshares of theCompany held

14,300No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1990

4

Kaname Masuda(April 25, 1963)[Reappointment][External]

Registered as a lawyer with Dai-Ichi Tokyo Bar
Association
Joined Nishimura & Partners (currently Nishimura &Asahi)
October 1998
Joined Merrill Lynch Japan Securities Co., Ltd. (currently,
BofA Securities Japan Co., Ltd.)
November 2000 General Counsel of the Office of General Counsel(Individual Customer Division) of Merrill Lynch Japan
Securities Co., Ltd. (currently, BofA Securities Japan
Co., Ltd.)
Executive Officer and General Counsel of the Office ofMarch 2001
General Counsel of Merrill Lynch Japan Securities Co.,
Ltd. (currently, BofA Securities Japan Co., Ltd.)
November 2003 Joined Niimura Sogo Law Office
September 2006 Registered as a lawyer in New York State
February 2008 Established Masuda & Partners Law Office
External Auditor of paperboy&co. (currently, GMO
May 2008
Pepabo, Inc.)
June 2008
External Auditor of Jibun Bank
Corporation(currently, au Jibun Bank Corporation)
February 2013 Auditor of Commons Asset Management, Inc. (current
position)
March 2014
Auditor of GMO Internet, Inc. (currently, GMO Internet
Group, Inc.)
June 2014
External Director of Kando Co., Ltd.
October 2014
External Auditor of CROSSWARP Inc.
November 2015 Executive Director of Japan Hotel REIT Investment
Corporation (current position)
March 2016
Director and Audit and Supervisory Committee Member of
GMO Internet, Inc. (currently, GMO Internet Group, Inc.;
current position)
External Auditor of au Financial Holdings Corporation
April 2019
(current position)
Director and Audit and Supervisory Committee Member ofJune 2021
Nomura Securities Co.,Ltd. (current position)[Special interests between the candidate and the Company]
There is no special interest between Kaname Masuda and the Company.
[Reasons for the selection]
Due to Kaname Masuda's professional perspective as a Lawyer, hissignificant achievements in corporate legal affairs, and high level of insight
into management, we determine that he is capable of appropriately fulfilling
his duties as an External Director (Audit and Supervisory Committee
Member). If appointed, based on the articles of incorporation, we plan tocontinue a liability limitation contract with them under Article 427,
Paragraph 1 of the Companies Act, which limits liability under Article 423,
Paragraph 1. However, the limit of liability under this contract will be asprescribed by law. If he is appointed, we plan to continue declaring him as
an independent officer to the Tokyo Stock Exchange. The term of the above
candidate as an External Director (Audit and Supervisory Committee
Member) of our company will be 8 years upon the conclusion of this general
meeting.

10

Number ofshares of theCompany held

1,300

(Note)1. Each candidate approved the Policy toward Large-scale Purchases of the Company’s Shares adopted by theCompany. For the outline of the policy, please refer to “7. Basic Policy Regarding the Control of the Stock
Company” .
2. The Company has concluded a directors and officers liability insurance contract under which all directors are
insured. The liability insurance policy compensates for any damage that may arise if a given director, who is an
insured person, is liable for executing his or her duties or receives requests to pursue the liabilities. If the above
candidates are appointed as directors, they will be insured under the insurance contract, and the Company intends torenew the insurance contract during their terms.

11

Masatoshi
Kumagai

Masashi
YasudaHiroyuki
Nishiyama

Issei
AinouraTadashiIto

GMOismpractices(※)

●

●

●

●

●

Corporate
management
andmanagement
strategies

●

●

●

●

Businessstrategies●

Global●Organization,human
resources,
human resources
development●

Legal operations
and complianceRiskmanagement
FinanceFinance,
corporateaccounting andtax accounting●

Sustainability●※GMOism refers to the collective name for the corporate philosophy and mottos within the GMO Internet Group,
including the "Spirit Venture Declaration.

12

Hideyuki
Matsui

GMOismpractices(※)●

Takashi Gunjikake Kaname Masuda
Keigo Ogura
External Directors External Directors External Directors

●

●

●

Corporate
management andmanagement
strategies
Businessstrategies
Global●Organization,
human resources,
human resources
development
Legal operations
and compliance●Riskmanagement●

FinanceFinance,
corporateaccounting andtax accounting●●

Sustainability

13●