June 25, 2024

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, Director, 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 Regarding Transition to a Holding Company Structure and the Execution of
an Absorption-Type Company Split Agreement (Simplified Absorption-Type Company Split)with GMO AD Partners Inc., a Consolidated Subsidiary
GMO Internet Group, Inc. (the “Company") hereby announces that at today's Board of Directors meeting, it was
resolved to transfer the Company’s Internet Infrastructure (Domain business, cloud hosting business, accessbusiness) and Internet Advertising/Media Business (the "Target Businesses") to our consolidated subsidiary,
GMO AD Partners Inc. (Stock Code: 4784, TSE Standard; "GMO-AP") through an absorption-type company split(the "Absorption Split").
Specifically, it was resolved to enter into an absorption split agreement (the "Absorption Split Agreement") totransfer the Target Businesses from our company to GMO-AP, and this agreement was signed as of today.
Additionally, as a result of this Absorption Split, the Company will transition to a holding company structure.
1. Purpose of the transition to a holding company structure through the Absorption Split
The three objectives of the Company's transition to a holding company through the Absorption Split are as
follows:（1）Strengthening the System for the AI & Robotics Revolution
Our group, under the slogan "Becoming the No.1 Corporate Group Pioneering the Future with AI," isactively promoting the use of AI across the entire group quickly. We have established GMO AI & Robotics
Corporation, anticipating significant progress in the development of robots highly compatible with AI.
We are building a framework for the upcoming AI robotics revolution. *¹
We believe that the transitioning to a holding company structure at this time will streamline the businessflow and create smoother synergies.

（2）Sustainable growth and maximization of corporate value for GMO-AP
GMO-AP is the core company of the internet advertising and media business.
To respond to rapid changes and intensifying competition in the Internet advertising market, we aim todevelop our business quickly by leveraging the strengths of both companies by integrating our Internet
infrastructure business with GMO-AP's internet advertising and media business. We have determined thatthese actions will lead to the sustainable growth and maximization of corporate value for GMO-AP and
the Company.
（3）Strengthening Group Management Functions
By transitioning to a holding company structure, we will further strengthen our system for achieving
sustainable growth, by focusing group management functions and further enabling speedy management.
*¹ Disclosure dated June 18, 2024 "Notice Regarding Establishment of Subsidiary to Support the
Introduction and Use of AI and Robotics "2. Summary of the Absorption Split（1） Schedule of the Absorption Split
Date of resolution of the Board of Directors' meeting toapprove the Absorption Split Agreement (the Company)
Date of the Board of Directors' resolution to approve theAbsorption Split Agreement（GMO-AP）
Date of signing of the Absorption Split Agreement

25 June 2024.

Date of resolution of the Extraordinary General Meeting of
Shareholders to approve the Absorption Split Agreement（GMO-AP）
Effective date of the Absorption Split Agreement

11 September 2024 (planned)

25 June 2024.
25 June 2024.

1 January 2025 (planned)(Note: As the Absorption Split falls under a simplified demerger as defined in Article 784(2) of theCompanies Act, no general meeting of shareholders will be held in the Company to approve theAbsorption Split.
（2） Method of the Absorption Split
The Target Businesses operated by the Company will be transferred to GMO-AP through an absorptiontype demerger, with the Company as the demerged company and GMO-AP as the successor company.
（3） Contents of the allocation pertaining to the Absorption Split
GMO-AP will allot and deliver 257,941,328 shares of GMO-AP common stock to the Company asconsideration for the subject business.

（4） Treatment of subscription rights and bonds with subscription rights in connection with the Absorption
Split
Not applicable.
（5） Capital to be increased or decreased as a result of the Absorption Split
There will be no change in the capital of the Company or GMO-AP as a result of the Absorption Split.
（6） Rights and obligations to be assumed by the successor company
As a result of the Absorption Split, GMO-AP will succeed the rights and obligations that the Company
has in respect of the Target Businesses as of the effective date, to the extent stipulated in the Absorption
Split.
（7） Prospects for debt fulfilment
The prospects for debt fulfillment by GMO-AP and the Company have been determined to have no issues,
after the Absorption Split
3． Basis of contents of the allocation pertaining to the Absorption Split, etc.
（1） Basis and reasons for the content of the allocation.
Our company and GMO-AP began considering the Absorption Split around April 2024. During thisconsideration, as detailed in "（4）Measures to Ensure Fairness " below, to ensure the fairness of theallocation in the Absorption Split, we selected Deloitte Tohmatsu Financial Advisory LLC (“Deloitte”) as
an independent valuation agency, Nishimura & Asahi (Gaikokuho Kyodo Jigyo) ("Nishimura & Asahi ") asa legal advisor, and SMBC Nikko Securities Inc. as a financial advisor.
The Company requested Deloitte to calculate the stock allocation ratio for the Absorption Split (the"Share Allotment Ratio"). Carefully considering the results from Deloitte, along with advice from our legal
and financial advisors, we have comprehensively evaluated the financial status, asset conditions, andprospects of the Target Business and GMO-AP. Based on this thorough review, we have conducted
extensive negotiations and discussions with GMO-AP.
As a result, we have ultimately concluded that it is appropriate to proceed with this Absorption Split, withthe allocation of 257,941,328 shares of GMO-AP stock (if GMO-AP 's stock value is 1, equivalent to an
allocation ratio of 16.00) as described in "2. Summary of the Absorption Split," section "(3) Contents of
the allocation pertaining to the Absorption Split."
As stated above, based on the valuation results from the independent valuation agency, along with advice
from the legal and financial advisors, we have carefully negotiated and deliberated, comprehensively
considering the financial status, asset conditions, and prospects of both the Target Businesses and GMOAP. Consequently, both the Company and GMO-AP resolved at today's board of directors meeting toenter into the Absorption Split Agreement, and we have officially concluded this agreement as of today.
（2） Matters Related to the Valuation①

Name of the Valuation Agency and Its Relationship with the Company and GMO-AP
Deloitte, our independent valuation agency, is not a related party to either the Company or GMOAP and does not have any significant interests that should be disclosed regarding the Absorption
Split.

②

Summary of Valuation
Regarding the business value of the Target Businesses, they are businesses to be split off and do nothave a market price, however there are multiple comparable listed companies, allowing for theinference of relative stock value through the Comparable Multiple Valuation Method. Therefore,
Deloitte adopted the Comparable Multiple Valuation Method as the market approach for valuation.
Additionally, to reflect the future business activities in the valuation, Deloitte adopted the Discounted
Cash Flow method (the "DCF method") as the evaluation method for the income approach. Deloitte
used these methods to calculations.
For the evaluation of GMO-AP common stock, which is listed on the Tokyo Stock Exchange Standard
Market and has a market price, Deloitte used the Market Price Method. Therefore, Deloitte used theComparable Multiple Valuation Method as the market approach for valuation, as there are multiple
comparable listed companies, allowing for the inference of relative stock value through theComparable Multiple Valuation Method. Additionally, to reflect the future business activities in thevaluation, Deloitte adopted the DCF method as the evaluation method for the income approach.
Deloitte used these methods to calculations.
Assuming the value of GMO-AP's common stock is set to 1, the results of Share Allotment Ratio
calculation using each of the above evaluation methods are shown in the table below:
ApproachMarket Approach

Market Approach

Income Approach

Evaluation Method
Target Businesses
GMO-AP
the Comparable
the Market PriceMultiple
MethodValuation
Methodthe Comparable
the Comparable
Multiple
Multiple
Valuation
Valuation Method
MethodDCF method
DCF method

Share
Allotment
Ratio
14.8～22.5

9.0～16.0

11.3～16.2

For the market price method used to evaluate the value of GMO-AP's common stock, June 24, 2024,
was set as the valuation date. The closing price on the valuation date on the Tokyo Stock Exchangewas used, along with the simple average of the closing prices for each trading day of 1-month, 3month, and 6-month periods up to the valuation date.
Deloitte conducted its calculations based on the assumption that the financial forecasts provided by
the Company and GMO-AP were reasonably prepared based on the best possible predictions andjudgments of both management teams at this time. Deloitte does not assume responsibility for theaccuracy, validity, or feasibility of these financial forecasts. Additionally, the business plans of theTarget Businesses and GMO-AP, which were used as the basis for the DCF method evaluation by
Deloitte, were anticipated to show significant fluctuations in profit and loss.
The business plan for the Target Businesses includes significant increase in profits expected for the
fiscal year ending December 2025, compared to the previous year, driven by the steady outlook ofexisting businesses and the growth through monetization of the GPU Hosting Business. Additionally,
GMO-AP 's business plan includes expected performance recovery (achieving a surplus in operating
income and a significant increase in net income for the period) for the fiscal year ending December
2024 mainly due to the effects of streamlining the business offering system and controlling costs,
etc.
Furthermore, Deloitte has utilized other information related to the Target Businesses and GMO-AP
provided by the Company, as well as publicly available information, assuming that these details areaccurate and complete. Deloitte has not independently verified the accuracy and completeness of
this information.
Deloitte has not independently evaluated, appraised, or assessed any individual assets or liabilities(including contingent liabilities) of the Target Businesses and GMO-AP, nor has it requested
evaluations or appraisals from any third-party institutions, including the evaluation and analysis ofeach individual asset and liability. The calculation of Share Allotment Ratio by Deloitte was based on
information available as of the valuation date, June 24, 2024, as well as the economic, market, andother conditions on that date, and assumptions independently established by Deloitte. This
calculation is based on the assumption that the content of this information is valid, accurate andcomplete.
Therefore, any changes in circumstances related to the calculation of Share Allotment Ratio or otherconditions after the valuation date may affect Deloitte's valuation results. However, Deloitte is under
no obligation to revise, amend, or supplement its valuation results.
Additionally, Deloitte's valuation results were submitted to the Company at our request solely toserve as a reference for the Company’s Board of Directors in determining the Share Allotment Ratio.
These valuation results do not represent an opinion by Deloitte on the fairness of the ShareAllotment Ratio.
（3） Likelihood of and reasons for delisting
Not applicable.
Although the Absorption Split is expected to reduce the ratio of tradable shares in GMO-AP, it is notintended to delist GMO-AP shares.
GMO-AP plans to continue its multilateral considerations and negotiations to improve the free float ratio.
These include utilizing stock acquisition rights, facilitating the market sale of GMO-AP shares held bycorporate shareholders, purchasing and canceling GMO-AP shares held by corporate shareholders, andenhancing trading volume through proactive investor relations (IR) activities.
The Company believes it is desirable for GMO-AP to remain a listed subsidiary operating independently.
We will continue to carefully discuss and consider measures with GMO-AP to improve the free float ratio.
As of today, in the Absorption Split, we understand that GMO-AP is undergoing a substantial continuity
examination by Japan Exchange Regulation, and Japan Exchange Regulation has informed us that it isexpected that the substance of the continuity of the business will be judged to be in the business that
GMO-AP will succeed from our company through the Absorption Split , rather than in GMO-AP.
As a result, the market classification of GMO-AP shares will be changed to the Tokyo Stock Exchange
Prime Market. On the other hand, in order to continue to be listed on the Tokyo Stock Exchange Standard
Market, it is necessary to undergo a listing review.
In response to this, GMO-AP has decided that if it is determined that there is no substantial continuity in
GMO-AP itself in the Absorption Split, it will not seek an examination of changes to market classificationin cases of merger, etc. with the Tokyo Stock Exchange Standard Market. Instead, GMO-AP will desire toremain listed on the Tokyo Stock Exchange Prime Market. GMO-AP had been aiming to be listed on theTokyo Stock Exchange Prime Market since before, so they had already started initial studies on the various
conditions required for listing on the Tokyo Stock Exchange Prime Market.
（4） Measures to Ensure Fairness
As the Company is the parent company holding 57.01% of GMO-AP's voting rights (including indirect
holdings) as at 31 December 2023, the Absorption Split constitutes a transaction with a controllingshareholder, etc. in GMO-AP. Therefore, it was deemed necessary to ensure the fairness of the Absorption
Split and the following measures have been implemented to ensure the fairness of the Absorption Split.
Additionally, to ensure fairness, GMO-AP has considered the implementation of a condition for theapproval of this Absorption Split Agreement at the shareholders' meeting, as required by the Companies

Act. This condition would not only require the statutory special resolution to be met but also require theapproval of the majority of the voting rights of general shareholders present at the shareholders' meeting(excluding GMO-AP shareholders who share significant interests with our company). This condition iscommonly referred to as the Majority of the Minority condition (the “MoM condition”). However, GMOAP has decided not to set the MoM condition based on the following three points:
1. There is a strong risk that the MoM conditions will be abused to pursue the private interests of certain
investors, making it difficult to maintain the listing (As stated in "(3) Likelihood of and reasons for delisting" above), which is a precondition for the Absorption Split. For example, when setting the terms of the
MoM conditions, there may be requests that do not necessarily contribute to the improvement of GMOAP's corporate value (for example, requests for a cash-based delisting instead of the Absorption Split),
etc., made by investors who have taken advantage of the situation where a minority shareholding canblock the Absorption Split and have bought up enough GMO-AP shares to block the Absorption Split.
2. Even if the MoM condition is set, it is unlikely that the function expected of the MoM condition, whichis to confirm the opinions of general shareholders, will be significantly demonstrated. This is because,
based on the shareholder composition of GMO-AP, the wishes of a small number of general shareholders
of GMO-AP will effectively determine whether the Absorption Split will be carried out.
3. It is considered that sufficient consideration has been given to the interests of ordinary shareholders
by taking the measures to ensure the fairness of the Absorption Split described below and the measuresdescribed in "(5) Measures to avoid conflicts of interest " below.
①

Obtaining a calculation report from an independent valuation agency in the Company
To ensure the fairness of the allocation in the Absorption Split, the Company selected Deloitte, an
independent valuation agency separate from both the Company and GMO-AP, to calculate Share
Allotment Ratio in the Absorption Split. The Company received the stock allocation ratio calculation
report on June 24, 2024. For a summary of this calculation report, please refer to "(2) Matters Related
to the Valuation," section "② Summary of Valuation" above.
Please note that the Company have not obtained a Fairness Opinion from the independent valuation
agency stating that the stock allocation ratio for the Absorption Split is financially fair to theshareholders of both the Company and GMO-AP.

②

Obtaining Calculation Reports and Fairness Opinions from Independent Valuation Agencies by GMOAP
It is understood that GMO-AP, to ensure the fairness of the allocation in this Absorption Split,
appointed KPMG FAS Co., Ltd. (“KPMG”) as an independent valuation agency, requested KPMG tocalculate the stock allocation ratio and express an opinion (Fairness Opinion) on the reasonablenessof the stock allocation ratio, as a result of the calculation and obtained a stock allocation ratio
calculation report and Fairness Opinion.
③

Advice from Independent Law Firms
The Company has appointed Nishimura & Asahi as our legal advisor for the Absorption Split andhas received legal advice regarding various procedures, decision-making methods, and decisionmaking processes related to the Absorption Split. Nishimura & Asahi is not a related party to either
the Company or GMO-AP and does not have any significant interests that should be disclosed inrelation to the Absorption Split.
On the other hand, it is understood that GMO-AP has appointed Mori Hamada & Matsumoto as
GMO-AP’s legal advisor for the Absorption Split and has received legal advice regarding various
procedures, decision-making methods, and decision-making processes related to the Absorption
Split. It is understood Mori Hamada & Matsumoto is not a related party to either the Company or
GMO-AP and does not have any significant interests that should be disclosed in relation to theAbsorption Split.

（5） Measures to avoid conflicts of interest
As detailed in “(4) Measures to Ensure Fairness” above、the Absorption Split constitutes a transaction witha controlling shareholder, etc. Given the potential for conflicts of interest between the Company and
GMO-AP, it is understood the following measures (① to ③) were implemented by GMO-AP to avoid
such conflicts. Additionally, the Company has implemented measure ④。
① Establishment of an Independent Special Committee and Obtaining a Report from the Special
Committee by GMO-AP.
It is understood that prior to deliberating and resolving the advisability of the Absorption Split, GMOAP's Board of Directors established a Special Committee (the “Special Committee”) on April 15, 2020.
It is understood that the Special Committee was set up to ensure prudence in the Company's
decision-making with regard to the Absorption Split, to eliminate possibility of arbitrariness andconflicts of interest in the decision-making process of the GMO-AP Board of Directors regarding theAbsorption Split, to guarantee fairness, and to confirm that the decision to proceed with executing
the Absorption Split at GMO-AP's Board of Directors Meeting would not disadvantage GMO-AP's
minority shareholders.
The Special Committee was consulted on the following matters: (a) the rationality of the purpose of
the Absorption Split, (b) the appropriateness of the considerations and other terms and conditions
with regard to the Absorption Split, (c) the fairness of the procedures with regard to the Absorption
Split, and (d) whether the decision to execute the Absorption Split at GMO-AP's Board of Directors

Meeting could be deemed not to disadvantage GMO-AP’s minority shareholders (the “Consultation
Matters”).
From the outset, GMO-AP selected three members for the Special Committee: Ms. Miyuki Iwahama,
Mr. Tomoshige Sugino, and Mr. Takuya Ayukawa, and there has been no change in the Special
Committee 's membership. The Special Committee, through mutual election among the members,
appointed Ms. Miyuki Iwahama as the chairman of the Special Committee. Additionally, it was
decided that each member would receive a fixed amount of compensation for their duties, regardlessof the content of their reports.
In addition, the Board of Directors of GMO-AP, in establishing the Special Committee, has resolved
to grant the following authority to the Special Committee.
I. In considering the Consultation Matters, the Special Committee may, if necessary, appoint
its own independent financial or legal advisors (with the costs borne by GMO-AP) or
designate or approve (including post-approval) GMO-AP's financial or legal advisors.
Additionally, if the Special Committee confirms that there are no issues with theindependence and expertise of GMO-AP's advisors, it may seek professional advice fromthem.
II. Receive information reasonably necessary for the examination and judgment of theAbsorption Split from GMO-AP's officers, employees, and advisors.
III. Hearing necessary matters from GMO-AP's officers and employees, parties related to theAbsorption Split (including the Company), and any other individuals deemed necessary by
the Special Committee.
IV. Substantially participating in the negotiation process of the Absorption Split between GMOAP and the Company, which includes prior confirmation of policies with GMO-AP and its
advisors, receiving timely reports on the status, expressing opinions at critical junctures,providing instructions or requests, and directly negotiating with the Company.
V. Implementing any other matters deemed necessary by the Special Committee during theexamination and judgment regarding the Absorption Split.
The Special Committee held a total of 11 meetings from April 25, 2024, to June 24, 2024 gathering
information and conducted discussions as needed to carefully consider the Consultation Matters.
Specifically, the Special Committee approved to appoint Daiwa Securities Co. Ltd. (the “Daiwa
Securities”) as GMO-AP's financial advisor, KPMG as GMO-AP's independent valuation agency, andMori Hamada & Matsumoto as GMO-AP's legal advisor after confirming that there were no issues
with their independence and expertise.

Furthermore, regarding the internal review structure at GMO-AP as described in "② Establishing an
Independent Internal Review Structure at GMO-AP," the Special Committee approved after
confirming that there no problems from the perspectives of independence and fairness.
Furthermore, the Special Committee conducted hearings with the Company and GMO-AP regarding
the purpose and reasons for the Absorption Split, as well as matters regarding the management
policies following the implementation of the split.
Additionally, the Special Committee conducted hearings with GMO-AP regarding the results of thefinancial, legal, and business due diligence performed by GMO-AP on the Target Businesses. The
Special Committee also held hearings on the business plans of GMO-AP and the Target Businesses,
which KPMG used as a basis for its valuation. The committee unanimously confirmed thereasonableness of these plans.
In addition, the Special Committee was involved in the negotiation process of the Absorption Split
between the Company and GMO-AP. This involvement included prior confirmation of thenegotiation policies, receiving reports from GMO-AP on the progress and content of thenegotiations, expressing opinions, and providing instructions or requests at critical stages.
Under the circumstances described above, the Special Committee carefully considered theConsultation Matters and submitted a report to GMO-AP's Board of Directors on June 24, 2024,
stating that the Absorption Split would not disadvantage GMO-AP's minority shareholders.
It is understood that GMO-AP received this report from the Special Committee on June 24, 2024,
and the main points of the report are as follows.
I. Content of the Report
i. The committee judges that the purpose of the Absorption Split is reasonable.
ii. The committee judges that the consideration and other terms and conditions of theAbsorption Split are appropriate.
iii. The committee believes that the procedures for the Absorption Split are fair.
iv. The committee has determined that the decision to execute the Absorption Split at GMOAP's Board of Directors Meeting could be deemed not to disadvantage GMO-AP’sminority shareholders.
II. Reasons of the Reporti. Rationality of Absorption Split
The Special Committee has summarized the significance and purpose of the Absorption
Split, as well as the specific details of the expected improvement in GMO-AP 's corporatevalue due to the Absorption Split, as explained by GMO-AP.
The summary is as follows:

GMO-IG (GMO Internet Group, Inc.) Group, with its corporate catchphrase "Internet
for Everyone", has developed its Internet advertising and media business, Internet
financial services business, and cryptocurrency business around the core of theInternet infrastructure business that GMO-IG launched in 1995.
The GMO-AP consolidated corporate group (a corporate group consisting of GMOAP and four consolidated subsidiaries) comprises the Internet advertising and media
segment of the GMO-IG Group, and provides internet services such as web
marketing, web media, and ad technology as a comprehensive internet media andadvertising business. The internet advertising market is changing dramatically every
day, with the form of advertising continuing to diversify, the use of video advertising
expanding, and further use of AI and technology expected.

In light of these changes in the business environment, in order for the GMO-AP
consolidated corporate group to increase its influence on the Internet advertisingmarket and become a professional group that leads the industry, it is necessary tostrengthen cooperation as the GMO-IG Group and aim to further improve corporate
value. In addition, it is necessary to aim to create new market opportunities that go
beyond the Internet advertising market, such as the development of new productsthat utilize AI and new technologies.

In this context, GMO-IG Group has decided to implement the Absorption Split withthe aim of developing a business which makes the most of the strengths of bothcompanies by combining GMO-IG, which has the No.1 product lineup andoperational know-how in the Internet infrastructure business, with GMO-AP, which
has a track record in the Internet advertising and media business and know-how inthe creative and ad technology fields.



The implementation of the Absorption Split is expected to significantly expand thereach of both companies' products and services by allowing them to mutually utilize
the customer bases of GMO-IG and GMO-AP. In addition, by applying GMO-AP 's
know-how in the Internet advertising and media business to GMO-IG's marketing
activities, it will be possible to improve sales efficiency, customer satisfaction, andthe efficiency of management resources. In addition, by applying the operational
know-how of GMO-IG 's stock products to GMO-AP 's business, it is also expectedto accelerate the development of GMO-AP's stock products and improve theircompetitiveness.

Based on the above, the Special Committee carefully deliberated and discussed, andconcluded that the execution of the Absorption Split would contribute to theimprovement of the corporate value and shareholder value of GMO-AP, and that there
was nothing unreasonable about GMO-AP's judgment, and that the significance andpurpose of this Absorption Split were legitimate.
ii. Reasonableness of Consideration and Other Transaction Termsa.

Calculation by the independent valuation agencyThe share allotment Ratio for the Absorption Split is within the valuation rangeof the calculation results using the DCF method and the Comparable Multiple
Valuation Method in the share allotment Ratio calculation report obtained from
KPMG.



After receiving a detailed explanation from KPMG regarding the calculation
methods used in the DCF method and the Comparable Multiple Valuation
Method, this special committee discussed and examined the selection ofvaluation methods, the selection of comparable companies, and the calculationof share value. As a result, no unreasonable points were found.
In addition, the Special Committee questioned and discussed with GMO-AP thedetails of the business plan of GMO-AP, which forms the basis for the above
calculations, as well as the important assumptions and the circumstances
surrounding its creation. As a result, no unreasonable points were found. KPMG
also reviewed the business plan of the target business, which is the basis for the
calculations above, by holding multiple question and answer sessions with
GMO-IG, and adopted the business plan provided by GMO-IG as the premisefor the analysis of the business value of the target business.

b.

Obtaining a fairness opinion
In addition, GMO-AP has received a fairness opinion from KPMG stating that the
Share Allotment Ratio is fair value (fair value) for all of GMO-AP's generalshareholders, based on the results of the analysis of the value of the Target Businessbased on the financial forecasts of the Target Business and the results of the analysisof the share value based on GMO-AP's financial forecasts.

c.

Volume of issuance and scale of dilution of shares
After careful deliberation and consideration by the special committee, nounreasonable points were found in GMO-AP's explanation and review results thatthe number of shares issued and the scale of dilution in this Absorption Split arereasonable.

d.

Prospects for maintaining listing
In light of the measures that could be taken to ensure that the ratio of circulatingshares is met after the Absorption Split and the feasibility of these measures, there
were no unreasonable points in GMO-AP's analysis that it would be reasonable for
GMO-AP to maintain the listing of its shares after the Absorption Split.
e.

Reasonableness of other transaction terms
With regard to t the Absorption Split Agreement, the preconditions for GMO-AP'sperformance of its obligations, GMO-IG's representations and warranties, covenants(including those related to handling the stand-alone issue), indemnification
obligations, and other items that are generally agreed upon in similar transactions
from the perspective of protecting the interests of the successor company have been
agreed upon with GMO-IG, and there are no provisions that are particularly overly
favorable to GMO-IG.

iii. Fairness of the Process


GMO-AP established a Special Committee consisting of three independent outside
directors and audit committee members of GMO-AP, who are recognized as being
independent of GMO-IG and the success or failure of the Absorption Split. In
considering the advisory matters, the Special Committee carefully examined thematter by collecting information and holding discussions as necessary. In the process,the Special Committee confirmed the policy in advance regarding the consultations
and negotiations between GMO-AP and GMO-IG regarding the Absorption Split,
and received reports from GMO-AP on the progress and details of the negotiations
at each stage. The Special Committee then provided opinions, instructions andrequests at important junctures, and otherwise participated in the negotiation
process. In this way, it is recognized that sincere negotiations were conducted after
ensuring that reasonable efforts were made to ensure that the Transaction was
conducted on terms as favorable as possible to the general shareholders under the
involvement of the Special Committee.



GMO-AP received financial advice from Daiwa Securities, GMO-AP's financial advisor
independent of GMO-AP and GMO-IG, including advice on the number of shares tobe allotted in the Absorption Split and negotiation policy with GMO-IG and also
obtained a share allotment ratio calculation report and a fairness opinion from KPMG,
GMO-AP's independent valuation agency independent of GMO-AP and GMO-IG.



GMO-AP has established a system within GMO-AP to conduct the examination,negotiation and decision-making regarding the Absorption Split, from an
independent standpoint from GMO-IG. Specifically, officers and employees who do
not concurrently hold positions at GMO-IG and are recognized as independent from
GMO-IG have been selected as officers and employees to conduct the examination,negotiation and decision-making regarding the Absorption Split.



GMO-AP received legal advice from Mori Hamada & Matsumoto, GMO-AP's legal
advisor independent of GMO-AP and GMO-IG, which was approved by this special
committee, including advice on the measures to be taken to ensure the fairness ofthe procedures for the Absorption Split, the various procedures for the Absorption
Split, and the method and process of GMO-AP's decision-making regarding theAbsorption Split.



At GMO-AP, of the 11 directors, 7 directors excluding Director Sugaya, Director
Iwahama (Audit and other committee member), Director Sugino (Audit and othercommittee member) and Director Ayukawa (Audit and other committee member)have a special interest in or the potential for a special interest in the Absorption Split,
so from the perspective of avoiding conflicts of interest, they did not participate in
the deliberations or resolutions regarding the Absorption Split at GMO-AP, did notparticipate in the deliberations or resolutions of the Board of Directors of GMO-AP
regarding the Absorption Split, and did not participate in the consultations andnegotiations regarding the Absorption Split from the standpoint of GMO-AP(however, the seven directors who did not participate in the relevant resolutions,
namely, Directors Sugaya, Iwahama, Sugino, and Ayukawa, may not have a special
interest in the matter as defined in the Companies Act may not have been met, andin order to ensure that a valid resolution is made that meets the quorum
requirements of the Companies Act, a new resolution was made by the six directors,
including Director Horiuchi and Director Inaba (Audit and other committee member)(however, with regard to the determination of the amount of remuneration for eachmember of the Special Committee, a resolution was made by the six directors, with
Director Hashiguchi replacing the relevant committee member).

With regards to the Absorption Split, sufficient information is scheduled to bedisclosed to help GMO-AP's general shareholders make judgments about theappropriateness of the transaction terms, etc.



As a measure to ensure the fairness of the Absorption Split, GMO-AP has decided
not to set any MoM conditions when implementing the resolution of the generalshareholders' meeting regarding the approval of the Absorption Split Agreement,
for the reasons stated in "(4) Measures to Ensure Fairness" above. However, there
are no unreasonable points in GMO-AP's analysis, and the Special Committee has
no objections.

In light of the above, the procedures for the Absorption Split can be said to be fair.
iv. Fairness of the Process
In light of the above items i to iii, as a result of careful deliberation and consideration by
this special committee, the purpose of the Absorption Split is deemed reasonable, theterms and conditions of the transaction are deemed appropriate, and the fairness of theprocedures is also recognized. Therefore, this Special Committee has come to theconclusion that the decision by the GMO-AP board of directors regarding the Absorption
Split is not disadvantageous to GMO-AP's minority shareholders.
② Establishing an Independent Internal Review Structure at GMO-AP
It is understood that GMO-AP has established an internal structure to conduct the examination,negotiation, and decision-making processes related to the Absorption Split, in terms of
independence from the Company. This structure includes the scope and duties of the GMO-AP
officers and employees involved in examination, negotiation and decision-making regarding theAbsorption Split.
Specifically, GMO-AP has designated officers and employees who do not hold concurrent
positions at the Company and who are recognized as independent from the Company to be
involved in the examination, negotiation, and decision-making regarding the Absorption Split.
The Special Committee has approved this structure, confirming that there are no issues from an
independence perspective.
③ Approval of all directors (including directors who are audit and other committee members) who haveno vested interest in GMO-AP.
Out of GMO-AP's 11 directors, seven—Mr. Makoto Hashiguchi, Mr. Masatoshi Kumagai, Mr.
Toshiaki Horiuchi, Mr. Masashi Yasuda, Mr. Katsumi Arisawa, Mr. Minoru Saito, and Mr. Kanji
Inaba—are currently also officers, employees, or advisors of our company.
To avoid the impact of structural conflicts of interest in the Absorption Split, the proposal attoday's GMO-AP board meeting was deliberated and unanimously resolved to be executed theAbsorption Split by the four directors, excluding the seven listed above.: Mr. Toshihiko Sugaya,
Ms. Miyuki Iwahama, Mr. Tomoshige Sugino, and Mr. Takuya Ayukawa.
In order to ensure a quorum, the decision was discussed and unanimous resolved on again by six
directors, including Mr. Toshiaki Horiuchi and Mr. Kanji Inaba, who are considered to have arelatively low risk of a conflict of interest, of the seven directors listed above.
④ Approval of all directors (including directors who are audit and other committee members) at theCompany who have no vested interest in the Company.
Out of the Company's nine directors, two—Mr. Masatoshi Kumagai and Mr. Masashi Yasuda—are
currently also officers of GMO-AP, and Mr. Hiroyuki Nishiyama was formerly both the Representative
Director and Chairman of the Board of Magclick Inc. (now GMO-AP), and Mr. Tadashi Ito is scheduled
to be appointed as a director of GMO-AP on January 1, 2025, subject to the effectiveness of theAbsorption Split.
To avoid the impact of structural conflicts of interest in the Absorption Split, the proposal at theboard meeting of the Company held today was deliberated and unanimously resolved to be
executed the Absorption Split by the five directors, excluding the four listed above: Mr. Issei Ainoura,
Mr. Hideyuki Matsui, Mr. Keigo Ogura, Mr. Takashi Gunjikake and Mr. Kaname Masuda.
4. Overview of the parties to the Absorption Split
The Demerged Company

The Successor Company

（１）

Name

GMO Internet Group, Inc.

GMO AD Partners Inc.

（２）

Location26-1 Sakuragaoka-cho, Shibuya-ku,
Tokyo

（３）

Name and Title ofRepresentative

Masatoshi Kumagai, Founder,
Chairman and Group CEO

26-1 Sakuragaoka-cho, Shibuyaku, Tokyo
Makoto Hashiguchi
Representative Director,
President and CEO

（４）

（５）
（６）
（７）
（８）
（９）
（10）

（11）

（12）

Business
Description
CapitalEstablishment
Issued Shares(as of December
31, 2023)
Fiscal Year-End
Number of
Employees

Internet Infrastructure
Online Advertising and MediaInternet Finance
Cryptoassets
Incubation
5,000 million yen
May 24, 1991

Comprehensive online
Advertising and Media

1,301 million yen
September 8, 1999

110,113,337 shares

16,757,200 shares

December 31
7,431 people (Consolidated）(as of December 31, 2023)

December 31
563 people (Consolidated）(as of December 31, 2023)
General customers andMajor trading
partners

General customers and businesses

Main Banks

GMO Aozora Net Bank
Aozora Bank
Sumitomo Mitsui Banking
Mizuho BankMUFG Bank
Sumitomo Mitsui Trust BankGMO Aozora Net BankMUFG Bank
Sumitomo Mitsui Banking
Sumitomo Mitsui Trust Bank
Mizuho Bank

Kumagai Masatoshi Office Inc.33.64%

GMO AD Holdings Inc.

47.34%The Master Trust Bank of Japan, Ltd.

NetIRD Inc.

14.37%(Trust Account)

11.72%GMO Internet Group, Inc. 9.66%

Masatoshi Kumagai

8.47%

CARTA HOLDINGS, INC.

2.48%

THE BANK OF NEW YORK MELLON

Mitsuru Fujishima

1.44%

140051

5.59%

Officer Stock Ownership

Custody Bank of Japan, Ltd. (Trust

Association of GMO-AP

Account)

Employee Stock Ownership

Major
Shareholders andOwnership Ratios(as of December
31, 2023)

4.37%

businesses

1.01%

CEP LUX-ORBIS SICAV

2.14%

Association of GMO-AP

0.99%

THE BANK OF NEW YORK 133612

Matsumoto Eiji

0.73%

1.74%

Takano Shinichi

0.50%

Matsui Terutaka

0.31%

GOVERNMENT OF NORWAY 1.61%
BNYM AS AGT/CLTS10PERCENT 1.58%
NORTHERN TRUST CO. (AVFC) RE
FIDELITY FUNDS

1.26%

Relationship between the parties
As of December 31, 2023, the Company owns 1,557,200 shares ofcommon stock of GMO-AP, which is equivalent to 9.66% of the total
issued common shares (16,757,200 shares) minus treasury shares(635,867shares).
CapitalRelationship
Additionally, our subsidiary, GMO AD Holdings Inc., owns 7,632,000
shares of our common stock of GMO-AP, which is equivalent to 47.34% of
the total issued common shares (16,757,200 shares) minus treasury shares(635,867 shares) as of December 31, 2023.
Out of GMO-AP's 11 directors (including four directors who are audit andPersonnel
supervisory committee members), seven hold concurrent positions at our
Relationshipcompany.
Business
The Company places advertisements and provides media for GMO-AP.
Relationship
Related party
GMO-AP is a consolidated subsidiary of the Company, and both therelationship
Company and GMO-AP are classified as a related party.
（14） Operating results and financial positions for the last three years
GMO-AP（Consolidated）
The Company (Consolidated)
Fiscal year
FY202
FY2021
FY2022
FY2023
FY2023
ended
1
FY2022 (Dec)
(Dec)
(Dec)
(Dec)
(Dec)
(Dec)
（13）

Consolidated
net assets
Consolidated
total assets
Consolidated
net assets per
share (Yen)Consolidated
net sales
Consolidated
operatingprofitConsolidated
ordinary
profitProfitattributableto owners ofparentConsolidated
earnings per
share (Yen)

140,402

154,688

172,839

5,206

5,434

5,242

1,418,936

1,542,740

1,757,636

11,631

12,423

10,847670.99676.28777.50325.76334.28320.98

241,612245,696258,643

34,524

16,62914,90341,09743,74642,471

487

710

△25

43,39346,02545,947

542

746

180

17,527

13,20914,191

328

395

40

159.69123.21133.33

20.52

24.98

2.50

(Millions of yen, unless otherwise noted)

5. Overview of the business division to be split off（1） Business activities of the division to be split off
Internet Infrastructure Business (Domain Business, Cloud Hosting Business, Access Business) and Online
Advertising and Media Business（2） Operating results for the division to be split (FY2023 (Dec))
The Target
Business(a）Net Sales

61,527 million yen

The Company's
non-consolidated
results (b)65,161 million yen

Ratio (a/b)

94.4％(Note) The above amounts are internal management figures calculated based on certain assumptions
and are unaudited reference values.
（3） Items and book values of assets and liabilities to be split (as of December 31, 2023)
AssetsItem
Current Assets
Non-Current
Assets
Total

Liabilities

Book Value
16,821million yen
9,585 million yen
26,406 million yen

Item
Current Liabilities
Non-Current
Liabilities
Total

Book Value
17,744 million yen
3,827 million yen
21,571 million yen(Note) The above amounts are internal management figures calculated based on certain assumptions
and are unaudited reference values.
The above amounts are based on the balance sheet as of December 31, 2023, and differ from the actual
amounts to be split (which will be adjusted for any increases or decreases up to the effective date of theAbsorption Split).
6． Status after the Absorption Split（1） The Demerged Company
(1)
(2)
(3)
(4)

Trade Name
Location
Name and Title ofRepresentative
Business Description

(5)
(6)
(7)
(8)

CapitalFiscal Year-End
Net assets
Total assets（2） The Successor Company

GMO Internet Group, Inc.
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo
Masatoshi Kumagai, Founder, Chairman and Group CEO
Management of group companies, etc.
Cryptoassets
5,000 million yen
December 31
Undecided at this time
Undecided at this time

(1)
(2)
(3)
(4)

Trade Name
Location
Name and Title ofRepresentative
Business Description

(5)
(6)
(7)
(8)

CapitalFiscal Year-End
Net assets
Total assets

GMO Internet Group, Inc.（planned）*¹
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo
Representative Director, President, and CEO
Tadashi Ito *²
Comprehensive online Advertising and MediaInternet Infrastructure
500 million yen *³
December 31
Undecided at this time
Undecided at this time*¹ At the extraordinary general meeting of shareholders of GMO-AP scheduled for September 11, 2024, (the"Extraordinary General Meeting"), it is planned to submit a proposal to change the trade name of GMO-AP
to GMO Internet, Inc. on the condition that the Absorption Split becomes effective.
*² At the Extraordinary General Meeting, a proposal is to be submitted to appoint GMO-AP's directors, subject

to the effectiveness of the Absorption Split.
*³ At the Extraordinary General Meeting, it is also planned to submit a proposal to reduce the amount of GMO-

AP's capital to 500 million yen, conditional on the effectiveness of the Absorption Split.
7. Overview of accounting treatments
The Absorption Split qualifies as a transaction under common control transactions on Accounting Standard
for Business Combinations, and no goodwill (or negative goodwill) is expected to arise.
8. Future outlook
Regarding the consolidated results of the Company in the fiscal year ending December 2024, the Company
considers that this has limited impact of the Absorption Split. The Company shall also immediately disclose
any further important information which has come to light.

(Reference) Image of the Absorption Split

Note: This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail.