August 23, 2024
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 andthe original Japanese document, the latter shall prevail.
Notice Concerning Issuance of New Shares as Remuneration for Restricted Stock
The Company hereby announces that its Board of Directors, at a meeting held today,
resolved to issue new shares of common stock (the "New Share Issuance") as compensation
for restricted stock as follows.
1. Outline of Issuance（１） Payment date
（２）

Type and number ofshares to be issued

September 19, 2024
Common stock of the Company 28,580 share（３） Issue price

1,107 yen per share（４） Total amount of issue

31,638,060 円
Director of the Company（※） 4 persons 12,648 share
Executive Officer of the Company 2 persons 4,518 share（５） Allottees

Employees of the Company

32 persons 11,414 share※ Excluding Directors who are Audit Committee
Members and Outside Directors.
2. Purpose and Reason for IssuanceAt the 15th Ordinary General Meeting of Shareholders of the Company to be held on July

27, 2023, the Board of Directors of the Company (excluding directors who are members ofthe Audit and Supervisory Committee and outside directors. Hereafter, the "SubjectDirectors") will share the benefits and risks of stock price fluctuations with shareholders. The
Company resolved at the 15th Ordinary General Meeting of Shareholders held on July 27,
2023, to introduce a stock compensation plan (the "Plan") under which the Company'sdirectors (excluding directors who are members of the Audit Committee and outsidedirectors) will be granted shares with restrictions on their transfer in order to share thebenefits and risks of stock price fluctuations with shareholders and to increase theirmotivation to contribute to share price growth and corporate value improvement more thanever before. The total amount of monetary compensation claims to be paid to the Subject
Directors as compensation for shares with transfer restrictions under the Plan shall be set at
no more than 35 million yen per year, the total number of shares with transfer restrictions tobe allotted to the Subject Directors in each fiscal year shall be limited to 30,000 shares, andthe period of restriction on transfer of shares with transfer restrictions shall be from the dateof delivery of the shares with transfer restrictions to the date of retirement or resignation fromany position of director, executive officer, or employee of the Company.
Today, the Company's Board of Directors resolved that a total of 31,638,060 yen inmonetary compensation claims will be paid to four(4) Subject Directors, two(2) executiveofficers and 32 employees of the Company(hereinafter collectively referred to as the"Allottees"; among the Allottees, "Allottee I" for the Subject Directors and executive officers,and "Allottee II" for the employees of the Company), and that the Allottees will receive all of
the said monetary compensation claims by way of contribution in kind and that 28,580 sharesof common stock of the Company will be allotted as specified restricted transferable shares.
Such restricted stock will be allocated to the subject directors and executive officers as
restricted stock compensation for the period from our 16th annual general meeting ofshareholders to our 17th annual general meeting of shareholders to be held in July 2025, andto our employees as restricted stock compensation for the period from our 16th annual general
meeting of shareholders to our 19th annual general meeting of shareholders to be held in July2027.
The amount of the monetary compensation claims for each allottee was determined basedon comprehensive consideration of various matters, including the contribution level of eachallottee to the Company. The monetary compensation claims are subject to the condition thateach Allottee enters into a restricted stock allotment agreement with the Company (the"Allotment Agreement"), which includes, in summary, the following terms and conditions.
(the following details)
There are two types of restricted transferable shares under this plan: "RestrictedTransferable Shares I" to be allocated to Allottee I and "Restricted Transferable Shares II" tobe allocated to Allottee II.
3. Summary of the Allotment Agreement (Restricted transfer period)
During the restricted transfer period set forth below (hereinafter referred to as the"Restricted Transfer Period") (i) During the Restriction Period set forth below (hereinafterreferred to as the "Restriction Period"), the Allottee shall hold the Restricted Shares I(hereinafter referred to as "Allotted Shares I") or Restricted Shares II (hereinafter referredto as "Allotted Shares II") allotted to the Allottee. The Allottee may not transfer, pledge,
grant a security interest in, make a living gift, bequeath, or otherwise dispose of (hereinafterreferred to as "Restriction on Transfer") Restricted Transfer Shares I (hereinafter referred
to as "Allotted Shares I") or Restricted Transfer Shares II (hereinafter referred to as"Allotted Shares II") to any third party. The following restrictions shall apply.
i. Restricted Transfer Shares I
From September 19, 2024, to the day when Allottee I retires or resigns from any position
as a director, executive officer, or employee of the Company (However, if the date of such
resignation or retirement is on or before July 31, 2025, it shall be August 1, 2025.).
Hereinafter, this shall be referred to as the "Restricted Transfer Period I".
ii. Restricted Transfer Shares II
During the period from September 19, 2024, to September 18, 2027 (hereinafterreferred to as the "Restricted Period II")
4. Basis for calculation of the amount to be paid in and specifics thereof.
To eliminate arbitrariness, the issue price for this new share issue is set at 1,107 yen, whichis the closing price of our common stock on the Tokyo Stock Exchange on the business day(August 22, 2024) immediately prior to the date of resolution by our Board of Directors. Thisis the market share price immediately prior to the date of resolution by the Company's Boardof Directors and is not considered to be a reasonable and particularly favorable price.