19, April 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.

Announcement of Partial Amendment to Capital and Business Alliance with Vario Secure, Inc.
As previously announced, HEROZ, Inc. (the “Company”) has entered into a capital and businessalliance agreement on September 9, 2022 with Vario Secure, Inc. ( “Vario Secure”)
The Company hereby announces that, with respect to this capital and business alliance agreement, theCompany and Vario Secure have entered into a memorandum of understanding (“MOU”) today, April
19, 2024, to make some necessary amendments in order to promote the business alliance more
efficiently while securing the common interests of shareholders, as described below.
Background and details of the MOU
As announced in the "Announcement of Capital and Business Alliance with Vario Secure, Inc.
Corporation and Subscription to Third Party Allotment of New Shares of an Equity Method
Affiliate (Making it a Consolidated Subsidiary)" dated September 9, 2022, the Company andVario Secure concluded the Capital and Business Alliance Agreement as of the same date.
Subsequently, the Company and Vario Secure examined the necessity of changing themanagement structure of Vario Secure in order to appropriately realize the contents of thebusiness alliance in a more efficient manner while securing the common interests of shareholders,and after discussions, the Company and Vario Secure agreed to enter into this MOU.
The changes resulting from the conclusion of this MOU are as follows:(i) The number of directors of Vario Secure shall be 9, including directors who are members ofthe Audit Committee.

(ii) The Company shall have the authority to nominate candidates for 5 directors of the Vario
Secure and to remove the nominated directors, and the Nominating Committee of the Vario
Secure shall have the authority to nominate candidates for the remaining 4 directors of the Vario
Secure.
(iii) Vario Secure's Nominating Committee shall consist of one Representative Director(Chairman) and two Directors who are members of the Audit Committee, and the Committee
shall, in consideration of the common interests of shareholders, verify the suitability for office ofall candidates for Vario Secure's Directors, including candidates for Vario Secure's Directors
nominated by the Company in accordance with (ii) above, and report its findings to Vario Secure's
Board of Directors. The Committee will report the results to the Board of Directors.
(iv) The Nominating Committee of Vario Secure will propose to the Board of Directors of Vario
Secure the selection of the candidate for the position of Representative Director of Vario Secure
after verifying the suitability of such candidate for the position.
In addition, Vario Secure will now assign a full-time Internal Audit Office Manager. We believethat the Internal Audit Office, in cooperation with the Audit Committee, will help to maintain
governance and build an efficient management structure.