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 1, 2024
To Shareholders with Voting Rights:
Takahiro Hayashi,
Chief Executive Officer
HEROZ, Inc.
5-31-17 Shiba, Minato-ku, Tokyo

Notice of Convocation of the 16th 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 16th Annual General Meeting of Shareholders of HEROZ, Inc (the “Company”) will be held for thepurposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures electronically to provide theinformation contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters to be provided
electronically) and posted them on the Company's website on the Internet, so please access the following website and checkthe contents.
the Companies Website: https://heroz.co.jp/ir (Japanese Only)
In addition to the Company's website, the matters regarding the electronic provision of information are also posted on thewebsite of the Tokyo Stock Exchange (TSE), which can be found at the following link.
Tokyo Stock Exchange Website (TSE Listed Company Information Service):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese Only)
Please review the Reference Documents for the 16th Annual General Meeting of Shareholders described hereinafter andexercise your voting rights by no later than 7:00 PM on Thursday, July 25, 2024, Japan Time.
(1) Date and Time:

July 26, 2024 (Fri), 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
To report on the Business Report, Financial Statements and Consolidated Financial Statements
for the 16th fiscal year (May 1, 2023 to April 30, 2024) and the results of audits of theConsolidated Financial Statements by the Independent Auditor and the Audit Committee
Items to be resolved
Proposal :Election of four (4) Directors (Excluding Directors who are Audit and Supervisory

Committee Members)
Matters Decided upon Convocation regarding the Exercise of Voting Rights:(1) You can exercise your voting rights by voting via the Internet, etc. in advance of the meeting, by attending the meeting inperson, or in writing.
(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 16th Annual General Meeting of Shareholders and other appendiceswill be posted on the Company’s website, and Tokyo Stock Exchange Website.
(4) We will dress lightly (Cool Biz) on the day of the meeting. Shareholders are also kindly requested to attend the meetingin light attire.
(5) Shareholders who have requested the delivery of the document will also receive a document stating the matters to beprovided electronically, but the Company exclude some items in this document, in accordance with laws and regulations andArticle 18 of the Company's Articles of Incorporation.
The business report consolidated financial statements and financial statements included in this document are a part of thesubject documents that were audited by the Accounting Auditor in preparing the Accounting Audit Report and by the Audit
Committee in preparing its Audit Report.

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 Friday, July 26, 2024).
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 via the Internet, etc. or inwriting.
(1) 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 16th Annual General Meeting of Shareholders. Your votes must beentered by no later than 7:00 PM, Thursday, July 25, 2024, Japan time.
https://www.web54.net/ (Japanese Only)
Institutional Investors can use the electronic voting platform for institutional investors run by ICJ, Inc.
(2) Voting by mail (in writing):
Please review the Reference Documents for the 16th 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, Thursday, July 25, 2024, Japan time.

Reference Documents for the 16th Annual General Meeting of Shareholders
Proposal

Election of four (4) 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 four (4) 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

Apr. 2009
Aug. 2021
Sep. 2022
Nov. 2022
Re-election
１

Takahiro Hayashi(December 20, 1976)

Jul. 2023
Oct. 2023
Dec. 2023
Mar. 2024

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
Director of StrategIT, Inc. (current position)
Director of VarioSecure, Inc.
(current position)
Representative Director, and CEO of theCompany (current position)
Outside Director of FIRST LOGIC, Inc.
(current position).
Director of A.I.Squared, Inc.
(current position)
Director of Tifana.com Co., Ltd.
(current position)

Number of theCompany’s shares
owned

4,281,099(Significant concurrent positions outside the Company)
Director of VarioSecure, Inc.
Director of StrategIT, Inc.
Director of A.I.Squared, Inc.
Director of Tifana.com Co., Ltd.
Outside Director of FIRST LOGIC, Inc.
（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

Apr. 2009
Re-election
２Tomohiro Takahashi(December 30, 1976)

Aug. 2021
Jul. 2023
Mar. 2024

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
Representative Director, and CRO of theCompany (current position)
Director of Tifana.com Co., Ltd.
(current position)(Significant concurrent positions outside the Company)
Director of Tifana.com Co., Ltd.

4,281,099

（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. 2003
Apr. 2010

Re-election
3

Keiichi Iguchi(July 19, 1978)

May 2012
June 2013
July 2020
Nov. 2022

Joined 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)
Director of VarioSecure, Inc. (currentposition)

13,499(Significant concurrent positions outside the Company)
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.
Oct. 1996

Re-election
4Hiroya Mori(Oct ,19 1973)

Joined Century Audit Corporation (currentlyErnst & Young ShinNihon LLC)
July. 2000 Joined Intellaset Inc.
July. 2002 Joined Intelligence Corporation (currentlyPersol Career Co., Ltd.)
April. 2016 Transferred to PERSOL HOLDINGSCORPORATION, General Manager,
Group Finance Division
Oct. 2021
Joined the Company, Executive Officer, andCFO
Sep. 2022 Director of StrategIT, Inc. (current position)
Nov. 2022 Director of VarioSecure, Inc. (currentposition)Jul. 2023
Representative Director, and CFO of theCompany (current position)
Dec. 2023 Director of A.I.Squared, Inc.
(current position)
Mar. 2024 Representative Director of Tifana.com Co.,
Ltd. (current position)

1,499(Significant concurrent positions outside the Company)
Director of VarioSecure, Inc.
Director of StrategIT, Inc.
Director of A.I.Squared, Inc.
Representative Director of Tifana.com Co., Ltd.
（Reasons for nomination）
He has a high level of expertise in finance and accounting through his auditing experience at an auditing firm as a certified public
accountant. He also has experience in group governance and M&A in the private sector, and has been in charge of the administrative
division of the Company as an executive officer since 2021. The Company has judged that he is to be suitable for director becauseof his excellent character and insight, as well as his achievements 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

Specific examples of skills

Skills which are basics of management

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 ourBoard of Directors more effective. If this proposal is approved, the skill matrix of our Directors will be as follows:
Personneland Labor
SkillsDirectorsCorporate

IT and AI

Management

Technology

M＆A

Planning andAffairs, andDevelopment

Human
Resource

Finance,GovernanceAccounting,and Riskand Taxation

Management

◎

◎◎

〇

Development
Takahiro
HayashiTomohiro
Takahashi

◎〇〇

◎〇〇

◎〇

KeiichiIguchiHiroyaMori◎〇◎Tomohiro
InoueTooru
Kamiyama
Yuko
Kanamaru◎〇◎Primary Skill: ◎◎Secondary Skill: 〇