November 24, 2023

Company Name: HEROZ, Inc.
Name of Representatives:
Takahiro Hayashi,
Chief Executive Officer
Stock Code: 4382, TSE Standard Market
Contact: Hiroya Mori,
Chief Financial Officer(Telephone: +81-3-6435-2495)

Notice: This document is an excerpt translation of the original Japanese document and is only for reference
purposes. In the event of any discrepancy between this translated document and the original Japanese
document, the latter shall prevail.

Notice of Acquisition of Shares of A.I. Squared, Inc. (Making it a Subsidiary)

HEROZ, Inc. (the “Company”) hereby announces that it has decided to acquire shares of A.I. Squared, Inc.
(hereinafter referred to as “AI2”) and has concluded a share transfer agreement on November 24, 2023.

1.

Reason for acquisition of sharesWith the vision of "creating the AI Revolution and building the future," we provide AI-based services in BtoC
and BtoB areas, to make people's lives more convenient and enjoyable.
In addition, under the group strategy of "AI SaaS," we are promoting the implementation of AI throughout societyby providing SaaS-type AI solutions to the market, leveraging the Group's accumulated AI-related technologies,
SaaS, and security-related knowledge.
In recent years, AI market has seen rapid technological innovation and investment expansion in AI-related fields,including Large Language Models ("LLM"), both in Japan and overseas, triggered by the release of "ChatGPT" byOpenAI. We expect that advanced AI technologies, including LLM, will further penetrate and be implemented insocieties, and that the power of AI will bring about fundamental reforms to existing business processes and businessmodels in various industries (We call this trend “AI Transformation (AIX)”).
With such demand related to AIX expected to grow, the Company has positioned LLM as the axis of its businessstrategy and is promoting active R&D related to generative AI and the development of SaaS-type services thatutilize LLM. In September 2023, we announced and launched “HEROZ ASK for Enterprise”, an LLM-based AI
assistant service.

1The mission of AI2 is "to make office work more productive through state-of-the-art natural language processing
AI.” With this mission, they are developing business automation solutions in the contact center business area,including automatic response systems and automatic summarization and classification systems, by applying
machine learning and deep learning to natural language processing.
In addition, as peripheral services in the contact center business area, they are also developing services such as
AI model creation and consulting for the advancement of business operations, utilizing their advanced AI
development capabilities and know-how in service implementation.

The contact center operation, and the automation and learning of operations by AI have a high affinity, and theexpectation and demand for advanced AI solutions in this area are growing, as it is expected to improve operational
accuracy, increase work efficiency, and significantly reduce labor and other costs.
Under these circumstances, to further promote AIX in the contact center business area/industry and to spark an
AI Revolution, through a combination of "Services in the contact center business area provided by AI2" × "Ourcore AI development technology and know-how in the use of LLM", we have decided to acquire shares of AI2 andmake it our subsidiary,22.

Outline of the subsidiary to be transferred (AI2)
(1)

Name

A.I. Squared, Inc.

(2)

Location

3-9-3 Iwamoto-cho, Chiyoda-ku, Tokyo

Job title and name ofMasaki Ishida

Representative

President and Representative Director(4)

Description of business

Provision of various IT services and consulting using AI(5)Share capital

239 million yen(6)Date of establishment

December 1, 2015

(3)

Major shareholders and(7)ownership ratios

BroadBand Tower, Inc.

42.6%

Japan Post Capital Co.

29.4%

Media Do Corporation

18.3%

Masaki Ishida

5.7%

Akihito Ogino

4.0%

CapitalRelationship between(8)

the Company and saidcompany

Not applicable

relationship
Personnel

Not applicable

relationship
Business

Not applicable

relationship(9)

Operating results and financial condition of AI2 for the past three years
As of / Fiscal year ended

June 2021

June 2022

June 2023

Net assets

122

165

93

Total assets

163

192

128

576.00728.16414.05Net sales

387346340

Operating income△12△54△68

Ordinary income△7△54△68

Net income△7△56△71△35.79△248.34△314.10－－－Net assets per share(Yen)

Net income per share(Yen)Dividend per share (Yen)(Million of yen, unless otherwise noted)

33.

Outline of the counterparty of the share acquisition
(1)

Name

BroadBand Tower, Inc.

(2)

Address

2-1-6, Uchisaiwai-cho, Chiyoda-ku, Tokyo

Job title and name ofHiroshi Fujiwara

Representative

Chairman and Representative Director, President, and CEO

(3)

(4)

Main Businesses

Computer Platform BusinessMedia Solution Business

Relationship between(5)

the Company and said

There are no applicable capital, personal, or business relationships.

company(1)

NameMedia Do Corporation(2)

Address

1-1-1 Hitotsubashi, Chiyoda-ku, Tokyo

Job title and name of

Yasushi Fujita

Representative

President and Representative Director, and CEO

(3)

(4)

Main Businesses

E-book Distribution Business
Strategic Investment Business

Relationship between(5)

the Company and said

There are no applicable capital, personal, or business relationships.

company(1)

Name

Masaki Ishida(2)

Address

Bunkyo-ku, Tokyo

Relationship between(3)

the Company and said

There are no applicable capital, personal, or business relationships.

person(1)

Name

Akihito Ogino(2)

Address

Nerima-ku, Tokyo

Relationship between(3)

the Company and said

There are no applicable capital, personal, or business relationships.

person44.

Number of shares acquired, acquisition price and shareholding before and after acquisition

(1)

(2)

Number of shares held
before the change- shares(Number of voting rights: - unit)(Ratio of voting rights held: -%)Number of shares to be

113,531 sharesacquired(Number of voting rights: 113,531 units)
Due to contractual confidentiality obligations, this information will not be
disclosed.

(3)

Acquisition price

The acquisition price was determined after careful scrutiny of its
appropriateness by the Company's Board of Directors, based on AI2’sbusiness plan.

(4)

5.

Number of shares held
after the change

113,531 shares(Number of voting rights：113,531 units)(Ratio of voting rights held: 50.1％)

Timetable(1)

Date of resolution at
the meeting of theNovember 24, 2023

Board of Directors(2)

Date of conclusion ofthe agreement(3)

Date of commencementof share transfer

6.

November 24, 2023

November 30, 2023(scheduled)

Future outlook
The Company plans to acquire shares of AI2 and make it a consolidated subsidiary on November 30, 2023. We
are currently examining the impact of this acquisition on our consolidated financial results for the fiscal year ending
April 30, 2024, and will promptly announce any matters that need to be disclosed in the future.

5