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.

Securities code: 4382
July 8, 2022
To Shareholders with Voting Rights:
Takahiro Hayashi,
Co-Chief Executive Officer
HEROZ, Inc.
5-31-17 Shiba, Minato-ku, Tokyo

Notice of Convocation of the 14th Annual General Meeting of Shareholders
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to notify that the 14th Annual General Meeting of Shareholders of HEROZ, Inc (the “Company”) will be held for thepurposes as described below.
From the viewpoint of preventing the spread of infection, we kindly ask our shareholders to exercise your voting rights inwriting or by voting via the Internet, etc. in advance of the meeting, and refrain from attending the meeting in person
regardless of your health condition.
Please review the Reference Documents for the 14th Annual General Meeting of Shareholders described hereinafter andexercise your voting rights by no later than 7:00 PM on Wednesday, July 27, 2022, Japan Time.
(1) Date and Time:

July 28, 2022 (Thu), 10:00 AM (reception starts at 9:30 AM)(2) Location:

401 Hall, Grand Park Conference, 3rd and 4th Floor, Tamachi Grand Park Plaza Building,
3-4-1 Shibaura, Minato-ku, Tokyo(3) Purpose of the Meeting
Items to be reported
The Business Report and the Financial Statements for the 14th Fiscal Year (from March 1, 2021
to April 30, 2022)
Items to be resolved
Proposal 1:

Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Proposal 2:

Election of Accounting Auditor

Matters Decided upon Convocation regarding the Exercise of Voting Rights:(1) You can exercise your voting rights by attending the meeting in person, or in writing or by voting via the Internet, etc. inadvance of the meeting.
(2) If you submit a Voting Rights Exercise Form without indicating your approval or disapproval or abstention for any
proposal, your vote for the proposal shall be counted as approval for the Company’s proposals.

(3) If you have exercised your voting rights more than once via the Internet, etc. and the content of your votes on the same
agenda item differs, only your final vote shall be counted as valid.
(4) If you have exercised your voting rights in advance both via the Internet, etc. and by submitting a Voting Rights Exercise
Form, your votes via the Internet, etc. shall be counted as valid.
(5) Please note that if you have exercised your voting rights in advance in writing or via the Internet, etc. and attend themeeting in person, the voting rights you have exercised in advance shall be invalidated.
(6) If a proxy attends the meeting, the proxy shall be one other shareholder with voting rights in accordance with theprovisions of Article 16 of the Articles of Incorporation. Please note that in such a case, you will be required to submit adocument certifying your power of representation.
Other information and request to shareholders:(1) If you plan to attend the meeting, please submit the enclosed Voting Rights Exercise Form to the receptionist at the meeting.
(2) Please note that there will be no souvenirs for attendees of the meeting.
(3) Any revisions to the Reference Documents for the 14th Annual General Meeting of Shareholders and other appendiceswill be posted on the Company’s website, listed below.
https://heroz.co.jp/ir/(4) In order to prevent the spread of COVID-19, we will be increasing the space between the seats, so the number of seatsavailable is limited. Therefore, we may not be able to admit you even if you come to attend on the day. Thank you for yourunderstanding in advance.
(5) If you are planning to attend the meeting, we kindly ask that you pay attention to your health condition and the spread ofthe infection on the day of the meeting and take it easy on yourself.
(6) Alcohol disinfectant for shareholders will be available near the reception desk at the venue. Please bring and wear a mask
if you plan to attend the meeting.
(7) Depending on the situation of the spread of infection on the day of this 14th Annual General Meeting of Shareholders, theCompany's officers and staff members operating the meeting may wear masks after checking their physical condition,
including taking their temperature.
(8) In order to prevent the spread of infection, we may ask shareholders coming to attend this meeting to take their temperature
if they appear to be feeling unwell.

Guidance for Exercising Your Voting Rights
If you attend the meeting:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting (Opens at 9:30 AM
on Thursday, July 28, 2022).
If you do not attend the meeting in person:
If you do not attend the meeting in person, you can exercise your voting rights in advance either in writing or via the Internet,etc.
(1) Voting by mail (in writing):
Please review the Reference Documents for the 14th Annual General Meeting of Shareholders and return the Voting Rights
Exercise Form with your votes by mail. The completed form must reach us by 7:00 PM, Wednesday, July 27, 2022, Japantime.
(2) Voting via the Internet, etc.:
Please access our designated website, listed below, for exercising voting rights from your PC or smartphone, enter the log-in
ID and password indicated in your Voting Rights Exercise Form, and enter your votes by following the instructions on thescreen after reviewing the Reference Documents for the 14th Annual General Meeting of Shareholders. Your votes must beentered by no later than 7:00 PM, Wednesday, July 27, 2022, Japan time.
https://www.web54.net/ (Japanese Only)
Institutional Investors can use the electronic voting platform for institutional investors run by ICJ, Inc.

Reference Documents for the 14th Annual General Meeting of Shareholders
Proposal No.1 Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
The terms of office of all four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members) will
expire at the conclusion of this General Meeting. Therefore, the Company proposes the election of three (3) Directors(excluding Directors who are Audit and Supervisory Committee Members).
The Audit and Supervisory Committee discussed this proposal, and there were no matters of particular note.
Candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as follows:

Candidate
NoName(Date of Birth)

Career summary and position and responsibility inthe Company(Significant concurrent positions outside theCompany)
Apr. 1999

Re-election
１

Takahiro Hayashi(December 20, 1976)

Apr. 2009
Aug. 2021

Joined NEC Corporation (NEC)Worked in IT Strategy Department andCorporate Planning Department
Established the Company
Representative Director, and CEO
Representative Director, and Co-CEO of theCompany (current position)

Number of theCompany’s shares
owned

4,333,300（Reasons for nomination）
As a representative director of the Company, he has been directing the Company's management for many years and has contributed
to the enhancement of the Company's corporate value. The Company has judged that he continues to be suitable for director basedon his achievements, abilities, and abundant experience as a corporate manager, as well as his excellent character and insight.
Apr. 1999
Re-election
２

Tomohiro Takahashi(December 30, 1976)

Apr. 2009
Aug. 2021

Joined NEC Corporation (NEC)Worked in Biglobe Business Department andCorporate Planning Department
Established the Company
Representative Director, and COO
Representative Director, and Co-CEO of theCompany (current position)

4,333,300（Reasons for nomination）
As a representative director of the Company, he has been directing the Company's management for many years and has contributed
to the enhancement of the Company's corporate value. The Company has judged that he continues to be suitable for director basedon his achievements, abilities, and abundant experience as a corporate manager, as well as his excellent character and insight.

CandidateNoCareer summary and position and responsibility inthe Company(Significant concurrent positions outside theCompany)

Name(Date of Birth)

Apr. 2003
Apr. 2010

Re-election
3Keiichi Iguchi(July 19, 1978)

May 2012
June 2013
July 2020
Nov. 2021

Number of theCompany’s shares
ownedJoined NEC Corporation (NEC)Worked in Central Research Labs
Joined Donuts Co. Ltd.,
Development Manager
Joined Ginger Corporation, Director
Joined the Company, Development Manager
Director and CTO of the Company (currentposition)
Outside Director of VarioSecure Inc. (currentposition)

12,000(Significant concurrent positions outside the Company)
Outside Director of VarioSecure Inc.
（Reasons for nomination）
He has extensive knowledge of wide range of IT technologies and experience in numerous development projects. Since June 2013,
he has served as Development Manager of the Company and has made efforts to maintain and oversee the quality of our services.
The Company has judged that he continues to be suitable for director based on his excellent character and insight, as well as hisachievements and abilities.
Notes:

１.There is no special interest between any of the candidates and the Company.
２.The Company has concluded a directors' and officers' liability insurance policy with an insurance company under Article
430-3, Paragraph 1 of the Companies Act, which provides that the Company's directors are insured. The insurance
agreement will cover any damage caused by the insured assuming responsibility for the execution of duties of the insured,or receiving claims related to the pursuit of such responsibility. If each candidate is elected as a Director, they will continue
to be insured under the relevant insurance policy. In addition, at the next renewal of the policy, it is scheduled to be renewedwith the same terms and conditions.

(Reference) Approach to the balance and diversity of knowledge, experience, and abilities of the Board of Directors
We believe it is important to discuss business and management strategies based on diverse values. To this end, we think thatthe following skills are important to support our growth.
Core Skills
Skills which are basics of management

Specific examples of skills
Corporate Management
Finance, Accounting, and Taxation
Governance and Risk Management

Skills which are key to creating AI services

IT and AI Technology
Planning and Development
Personnel and Labor Affairs, and Human Resource Development

Skills necessary to expand and promote our business

M&A

Our goal is to complement these skills with each other, to achieve objective and multifaceted deliberations, and to make our
Board of Directors more effective. If this proposal is approved, the skill matrix of our Directors will be as follows: (nextpage)

Personneland Labor
SkillsDirectorsCorporate

IT and AI

Management

TechnologyM＆A

Planning andAffairs, andDevelopment

HumanResource

Finance,

GovernanceAccounting,and Riskand Taxation

ManagementDevelopment
Takahiro
HayashiTomohiro
Takahashi
KeiichiIguchi

◎〇〇

◎〇〇

◎〇

Koichi〇◎KunimotoTomohiro◎InoueTooru
Kamiyama〇◎〇〇
Primary Skill: ◎Secondary Skill: 〇Proposal No.2

Election of Accounting Auditor

The term of Deloitte Touche Tohmatsu LLC, the Company's accounting auditor, will expire at the conclusion of thisGeneral Meeting.
Therefore, we request the approval of our shareholders for the appointment of Grant Thornton Taiyo LLC as our newaccounting auditor based on a decision of the Audit and Supervisory Committee.
The Audit and Supervisory Committee has selected Grant Thornton Taiyo LLC as a candidate for the position ofaccounting auditor, based on comprehensive review.
Specific reasons are as follows:（1）The candidate has expertise, independence, and quality control system as an accounting auditor.
（2）The Audit and Supervisory Committee can expect the candidate to perform efficient and effective audit work suited
to the scale of the Company's business.
（3）The candidate is qualified for the position from the perspective of audit fees, etc.
The candidates for accounting auditor are as follows:
Name

Grant Thornton Taiyo LLC

Office1-2-7 Moto-Akasaka, Minato-ku, Tokyo Akasaka K Tower 22F

ProfileCapital(As of May 31, 2022)

Members

527 million yen
Managing Partner/Partner

88 person

Specified Partner

4 person

CPA

305 person

Passed CPA exam, etc.

261 person

Others484 person

Total
Number of Audited Companies

1,142 person
1,035 companies