19, March 2024

Company Name: HEROZ, Inc.
Names of Representatives:
Takahiro Hayashi,
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 Acquisition of Shares of Tifana.com Co., Ltd. (Making it a Subsidiary)

HEROZ, Inc. (the “Company”) hereby announces that it has decided to acquire shares of Tifana.com Co.,
Ltd. (hereinafter referred to as "Tifana.com") and concluded a share transfer agreement on March 19, 2024.

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 society by providing SaaS-type AI solutions to the market, leveraging the Group'saccumulated AI-related technologies, SaaS, and security-related knowledge.
In recent years, AI market has seen rapid technological innovation and investment expansion inAI-related fields, including Large Language Models ("LLM"), both in Japan and overseas, triggeredby the release of "ChatGPT" by OpenAI. We expect that advanced AI technologies, including LLM,will further penetrate and be implemented in societies, and that the power of AI will bring about
fundamental reforms to existing business processes and business models in various industries(Wecall this trend “AI Transformation (AIX)”).
Amidst this expected growth in demand for AIX, we have positioned LLM at the core of ourbusiness strategy, and are actively pursuing R&D related to generative AI and the development ofSaaS-type services that utilize LLM. In September 2023, we announced "HEROZ ASK forEnterprise," an LLM-based AI assistant. After receiving feedback from a large number of major

1customers through the closed beta version, we improved the functions of the product to make iteasier to use in business settings, and in February 2024, we began offering an early access version(paid version).

Tifana.com is engaged in the AI business, which develops and sells DX solutions using AI for
corporate clients, and the Web production business, which builds and designs websites, based on thedesire to "make the world smile with the power of the Web and AI.
In the AI business, we provide the DX solution "AI Sakura-San," which is currently being
introduced at numerous train stations and commercial facilities for guidance and customer service.
In addition to customer service and reception through avatars, "AI Sakura-San" has been developedin various series to meet the needs of companies, such as internal help desks, reception support, andbusiness improvement, to realize automation of customer operations through services suited to eachcompany.
【Reasons why “AI Sakura-San” is chosen】
The latest AI technologies such as ChatGPT and image generation AI are installed.
Having acquired various ISO certifications such as patents related to AI, quality assurance, andcloud security.
Customized and delivered in a short period of time according to the client's business
Operation and maintenance are fully automated.

“AI Sakura-San" was also selected first in the BOXIL SaaS section chatbot category in the"BOXIL SaaS Award 2024," in which Smart Camp Inc. awards the most highly regarded SaaS ofthe moment. It was also selected as "Good Service," "No. 1 in Service Stability," "No. 1 in
Functional Satisfaction," and "No. 1 in Ease of Use" in the chatbot category in the "BOXIL SaaSAward Spring 2024," announced on the same day.

Although the further penetration and implementation of advanced AI technologies, including LLM,in society is being promoted, it is said that the current business scene in Japan does not fully trust
LLM in terms of low accuracy of information and information control. It is also said that it isdifficult to get an image of how to utilize LLM and that it is only used as a search tool.
Under such circumstances, we will acquire the shares of Tifana.com in order to accelerate theimplementation and utilization of LLM in society and business scenes and further promote AIX by
mutually utilizing " Tifana.com ' know-how, technology, and design capabilities that have made AIand chatbots a familiar part of society" and "our know-how in implementing AI solutions in variousindustries, knowledge specialized in the use of LLM in business scenes, and our products". Bymutually utilizing "our know-how, technology, and design capabilities that have made LLM a2

familiar presence in the market," and "our expertise in implementing AI solutions in various
industries and our knowledge and products specialized for use in LLM business scenes," we havedecided to acquire shares of Tifana.com to further promote AIX by accelerating the implementationand use of LLM in society and business scenes.

2.

Outline of the sbubsidiary to be transferred (Tifana.com )

(1)

Name

Tifana.com Co., Ltd.

(2)

Location

2-22-7 Oohashi, Meguro-ku, Tokyo

Job title and name of

Ryo Fujii

Representative

President and Representative Director(4)

Description of business

Web production business and AI business(5)

Share capital

200 million yen(6)Date of establishment

May, 2000(3)

Major shareholders and(7)ownership ratios

The company is not disclosing this information based on the confidentiality
obligation under the share transfer agreement, as the company is acquiringshares from an individual.
CapitalRelationship between(8)

the Company and said
company

Not applicable

relationship
Personnel

Not applicable

relationship
Business

Not applicable

relationship(9)

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

February 2021

February 2022

February 2023

Net assets

113

143

43

Total assets

343

350

269

28,363,72

35,817.34

10,874.96

Net sales

568

570

423

Operating income

-34

32

(*)-104

Ordinary income

-25

40-96

Net income

-28

29-99

-7,226.06

7,453.61-24,942.37－－－Net assets per share(Yen)

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

3*With respect to operating income for the fiscal year ending February 2023, after adjusting for certain
estimated amounts associated with the transfer, the actual operating income of the business is 21 million
yen, and the business remains substantially profitable.

3.

Number of shares acquired, acquisition price and shareholding before and after acquisition
The company is not disclosing this information based on the confidentiality(1)

Nameobligation under the share transfer agreement, as the company is acquiring
shares from an individual.
The company is not disclosing this information based on the confidentiality(2)

Address

obligation under the share transfer agreement, as the company is acquiring
shares from an individual.

Relationship between(3)

the Company and said

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

person4.

Number of shares acquired, acquisition price and shareholding before and after acquisition(1)

Number of shares- shares

held(Number of voting rights: - unit)

before the change(Ratio of voting rights held: -%)Number of shares to(2)beacquired(3)(4)

Acquisition price
Number of shares
held after the change

4,000 shares(Number of voting rights: 4,000 units)
730 million of yens (*)
4,000 shares(Number of voting rights：4,000 units)(Ratio of voting rights held: 100％)* In addition to the above, an agreement has been reached with the current owners of Tifana.com regarding
conditional consideration. The consideration for the price adjustment will be an amount calculated bymultiplying the sales of the company's AI business by a certain rate over the three fiscal years following
the acquisition of the shares.

45.

Timetable(1)

Date of resolution at
the meeting of the

March 19, 2024

Board of Directors(2)

Date of conclusion ofthe agreement(3)

March 19, 2024

Date ofcommencement ofMarch 25, 2024 (scheduled)share transfer

6.

Future outlook
The Company plans to acquire shares of Tifana.com and make Tifana.com a consolidated subsidiary on
March 25, 2024. 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 bedisclosed in the future.

5