January 14, 2022

Company Name: HEROZ, Inc.
Names of Representatives:
Takahiro Hayashi,
Co-Chief Executive Officer
Stock Code: 4382
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 Convention of an Extraordinary Shareholders’ Meeting, Changes to the Articles ofIncorporation, and Capital Reduction
HEROZ, Inc. (the “Company”) hereby announces that its Board of Directors, at a meeting held on January 14, 2022,
passed a resolution to add “Changes to the articles of incorporation” and “Capital Reduction” as agenda items for its
extraordinary shareholders’ meeting planned on March 31, 2022.
1. Convention of the Extraordinary Shareholders’ Meeting(1) Record date/public notice date/method of public notification
Record date: February 9, 2022
Public notice date: January 25, 2022
Method of public notification: Electronic public notification(Expected to be publicized on the Company website: https://heroz.co.jp/ir/)(2) Scheduled Date
March 31, 2022 (Thu), 10:00 AM(3) Location
Please confirm the convention notification for the extraordinary shareholders’ meeting, expected to be sent inmid-March.
(4) Additional Agenda Items
Agenda Item 1: Changes to the articles of incorporation
Agenda Item 2: Capital Reduction
2. Changes to the articles of incorporation(1) Reasons for Amendment(Article 2)
The worker dispatch business will be added to Article 2 (Purpose) of the current articles of incorporation in viewof future business development.

(Article 12 and Supplementary Article 1)
Pursuant to “Act on Partial Amendments to the Act on Strengthening Industrial Competitiveness Industrial1)

Competitiveness, etc.,” (Law No. 70, 2021) which permits shareholders’ meetings to be convened without adesignated location, as well as the impact of infectious diseases, natural disasters, and advancement of social
digitalization, Section 2 will be added to Article 12 (Convention of a shareholders’ meeting) to allow for a
virtual-only shareholders’ meeting to expand alternatives for the meeting, thereby protecting shareholderinterests.
A bylaw relating to the enforcement of the abovementioned new provision is provided. The bylaw will be2)

deleted after a predetermined date.
(Articles 14, 23, and 24)
The Company has introduced a Co-CEO (Co-Chief Executive Officer) system to strengthen its management
structure. In order to clarify and substantiate this position by referring to its role in the articles of incorporation, thecurrent Articles 14 (Right to call and chairperson of a shareholders’ meeting), 23 (CEO), and 24 (Right to call andchairperson of a board meeting) will be amended.
(Article 18 and Supplementary Article 2)
The articles of incorporation will be amended as follows, in light of the expected introduction of an electronic
provision system for shareholders’ meeting materials pursuant to the amended provisions set forth in Article 1 caveatof the bylaws of the Act Partially Amending the Companies Act (No. 70, 2019) which will be enacted on September
1, 2022.
1)

Article 18 (Electronic provision measures, etc.) Section 1, which states that electronic provision measures will
be taken in connection with information contained in shareholders’ meeting reference documents, etc., will beadded.

2)

Article 18 (Electronic provision measures, etc.) Section 2, which allows the Company to limit the scope of items
stated in documents to be sent to shareholders in response to their information requests, will be added.

3)

The current Article 18 (Online disclosure and deemed provision of shareholders’ meeting reference documents,etc.) will be deleted, as the provision will not be necessary once the electronic provision system for shareholders’meeting materials is introduced.

4)

A bylaw relating to the enforcement of the abovementioned new provision is provided. The bylaw will bedeleted after a predetermined date.

(2) Nature of the Proposed Changes
Proposed changes to the articles of incorporation are as follows.
(Changes underlined)
Current Articles of Incorporation

Proposed Amendment(Purpose)(Purpose)

Article 2

Article 2

1. ~9. (omitted)

1. ~9. (unchanged)(New)

10. (omitted)

10．Worker dispatch business
11. (unchanged)(Convention of a shareholders’ meeting)(Convention of a shareholders’ meeting)

Article 12. The Company’s annual general meetings ofArticle 12. The Company’s annual general meetings ofshareholders shall be convened within 3 months after every

shareholders shall be convened within 3 months after every

fiscal year end and extraordinary general meetings offiscal year end and extraordinary general meetings ofshareholders shall be convened as needed.

shareholders shall be convened as needed.

(New)

2. The Company’s shareholders’ meetings may take theform of a shareholders’ meeting without a designatedlocation.
(Right to call and chairperson of a shareholders’ meeting)(Right to call and chairperson of a shareholders’ meeting)

Article 14. Unless otherwise set forth by law, the CEO shall

Article 14. Unless otherwise set forth by law, the CEO shallcall and be the chairperson of the meeting.

call and be the chairperson of the meeting. In the event that
there are multiple CEOs, a Co-CEO shall call and be thechairperson of the meeting pursuant to the order set forth inadvance by the Board of Directors.

2. Where the CEO of the Company is unable to serve as

2. Where the CEO or Co-CEO of the Company is unable tochairperson due to unforeseen circumstances, anotherserve as chairperson due to unforeseen circumstances,director shall serve as chairperson pursuant to the order set

another director shall call the shareholders’ meeting andforth in advance by the Board of Directors.

serve as chairperson pursuant to the order set forth inadvance by the Board of Directors.

(Online disclosure and deemed provision of shareholders’(Deleted)

meeting reference documents, etc.)
Article 18. The Company shall be deemed to have provided
information which should be contained in shareholders’meeting reference documents, business reports, financialstatements and consolidated financial statements inconnection with the convention of shareholders’ meetings
in the event that it discloses such information using theInternet, pursuant to the dictates of legal decrees.
(New)(Electronic provision measures, etc.)
Article 18. The Company shall take electronic provision
measures when convening shareholders’ meetings withrespect to information contained in shareholders’ meetingreference documents, etc.
2. The Company shall not be required to state all or a portionof items subject to electronic provision measures set forthin legal decrees in documents provided to shareholders whorequest such documents before the record date of voting
rights.

(CEO)

(CEO)

Article 23. The Company shall appoint a CEO (Chief

Article 23. The Company’s Board of Directors shall appointExecutive Officer).

one or multiple CEOs (Chief Executive Officers) from therepresentative directors. In the event that there are multiple
CEOs, each shall be referred to as a Co-CEO.

2. In the event that there are two or more representative
directors, one shall be appointed CEO by board resolution.
In the event that there is one representative director, such
representative directors shall be appointed CEO.

(Deleted)(Right to call and chairperson of a board meeting)
Article 24. Unless otherwise set forth by law, the CEO shall(Right to call and chairperson of a board meeting)call and be the chairman of board meetings. Where the CEO

Article 24. Unless otherwise set forth by law, the CEO shallis unable to serve as chairperson due to unforeseen

call and be the chairman of board meetings. In the event thatcircumstances, another director shall serve as chairperson

there are multiple CEOs, a Co-CEO shall call and be thepursuant to the order set forth in advance by the Board ofchairperson of the board meeting pursuant to the order set

Directors.

forth in advance by the Board of Directors.
(New)

2. Where the CEO or Co-CEO is unable to serve aschairperson due to unforeseen circumstances, anotherdirector shall call the board meeting and serve as
chairperson pursuant to the order set forth in advance by theBoard of Directors.

(New)
Bylaws(Effect of Changes to Article 12, Section 2)
The addition of Article 12 (Convention of a shareholders’meeting) Section 2 shall become effective on the day that
the Minister of Economy, Trade and Industry and theMinister of Justice confirm that a shareholders’ meetingshall be convened without a designated location pursuant tothe Act on Strengthening Industrial CompetitivenessIndustrial Competitiveness, etc. This bylaw (Effect of(New)

Changes to Article 12, Section 2) shall be deleted after suchday.
(Transitional measures, etc. concerning changes toElectronic provision measures)
1. The deletion of Article 18 in the current articles ofincorporation (Online disclosure and deemed provision ofshareholders’ meeting reference documents, etc.) and the
addition of Article 18 (Electronic provision measures, etc.)
shall become effective on the day of the enactment of theamended provisions set forth in Article 1 caveat of thebylaws of the Act Partially Amending the Companies Act(No. 70, 2019).
2. Notwithstanding the foregoing, the current Article 18(Online disclosure and deemed provision of shareholders’meeting reference documents, etc.) shall maintain its effectat shareholders’ meetings which take place within 6 months
after the enactment date.
3. This bylaw (Transitional measures, etc. concerningchanges to Electronic provision measures) in this Article
shall be deleted on the later of 1) the date 6 months after theeffective date or 2) 3 months after the shareholders’ meetingreferred to in the previous section.

(3) Planned Schedule
Shareholders’ meeting for changes to the articles of incorporation: March 31, 2022
Effective date of changes to the articles of incorporation: : March 31, 2022
3. Capital Reduction(1) Objectives of the Capital Reduction
This capital reduction will be implemented to secure flexibility and agility in the Company’s future capital policy.
Specifically, paid-in-capital will be reduced, and the entire amount of decrease will be reclassified as other capital surplus
pursuant to Article 447 Section 1 of the Companies Act.
The capital reduction is merely a reclassification of accounts in the net assets section of the balance sheet and does notaffect the Company’s total net assets. As total shares outstanding will also remain unchanged, there will be no impact on
the number of shares held by shareholders or on net assets per share.
(2) Overview of the Capital Reduction
1) Amount of the Capital Reduction
Paid-in capital will be reduced by 2,266,959,196 yen, from 2,276,959,196 yen to 10,000,000 yen.
In the event that stock acquisition rights issued by the Company are exercised before the effective date of the capital
reduction, paid-in capital will be reduced by the amount of increase in paid-in capital resulting from the stock issuance due
to exercise, such that the ultimate paid-in capital will be 10,000,000 yen.
2) Method of the Capital Reduction
The entire decrease in paid-in capital will be reclassified as other capital surplus, without changing the total number ofshares outstanding.
(3) Planned Schedule for the Capital Reduction
1) Board of Directors’ resolution date: January 14, 2022
2) Public notice date for objections from creditors: February 15, 2022
3) Deadline for objections from creditors: March 18, 2022
4) Extraordinary Shareholders’ Meeting resolution date: March 31, 20225) Effective date of the capital reduction: March 31, 2022
(4) Future Outlook
The impact of this capital reduction on the Company’s performance is negligible, as the capital reduction is merely areclassification of accounts in the net assets section of the balance sheet and does not affect the Company’s total net assets.
Furthermore, the capital reduction is subject to approval at the extraordinary shareholders’ meeting planned for March31, 2022.