June 16, 2023
Company Name: HEROZ, Inc.
Name of Representatives:
Takahiro Hayashi,
Co-Chief Executive Officer:
Stock Code: 4382, TSE Prime 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 Introduction of a Restricted Stock Compensation Plan
At a meeting of the Company's Board of Directors held today, HEROZ, Inc. (hereinafterreferred to as the "Company") reviewed its executive compensation system and resolved tointroduce a restricted stock compensation plan (hereinafter referred to as the "Plan"). The
Company's Board of Directors, at a meeting held today, resolved to review the executive
compensation system and to introduce a restricted stock compensation plan (the "Plan"), anddecided to submit a proposal concerning the Plan to the 15th Ordinary General Meeting of
Shareholders of the Company to be held on July 27, 2023 (the "General Meeting ofShareholders"). The Company hereby announces that it has decided to submit a proposal forthe introduction of the Plan to the 15th Ordinary General Meeting of Shareholders of theCompany to be held on July 27, 2023.
１．Purpose of the System（１）Purpose of introducing this system
This system is designed to provide for the directors of the Company (excluding directors
who are members of the Audit and Supervisory Committee and outside directors) to beelected by the Board of Directors of the Company. The Company's directors (excludingmembers of the Audit and Supervisory Committee and outside directors; hereinafter referred
to as "eligible directors") will share the benefits and risks of stock price fluctuations withshareholders. This system will be introduced as a remuneration system under which theCompany's Directors (excluding Directors who are members of the Audit Committee andOutside Directors) will be allocated restricted shares in order to share the benefits and risksof stock price fluctuations with shareholders and to motivate them more than ever tocontribute to the increase in the stock price and the enhancement of corporate value.
（２）Conditions for introduction of this system
Since this plan involves the payment of monetary compensation claims as remuneration toeligible directors for the allotment of restricted stock, the introduction of this plan is subject
to the approval of shareholders for the payment of such remuneration at this General Meetingof Shareholders. At the 9th Ordinary General Meeting of Shareholders of the Company heldon July 24, 2017, the maximum amount of remuneration for the Company's Directors(excluding Directors who are members of the Audit and Supervisory Committee) wasapproved as 150 million yen per year. However, at this General Meeting of Shareholders, inconsideration of the contribution of the Subject Directors to the Company and other variousmatters, the total amount of monetary compensation claims to be paid to the Subject Directors
as compensation, etc. related to the restricted stock, which is separate from the above limit on
directors' compensation, will be set at no more than 35 million yen per annum. The Company
plans to ask for the approval of shareholders to set the total amount of monetary compensation
claims to be paid to the Subject Directors as compensation, etc. related to restrictedtransferable shares at 35 million yen or less per year, in addition to the maximum amount of
remuneration for Directors as stated above.
２．Outline of this program（１）Allotment and payment for restricted stock
Based on the resolution of the Board of Directors of the Company, the Company shall pay
monetary compensation claims to the Subject Directors as compensation, etc. Related to theRestricted Shares within the above annual amount, and each Subject Director shall receive all
the said monetary compensation claims by way of contribution in kind to be allotted theRestricted Shares.
The amount to be paid in for the Restricted Shares shall be determined based on the closing
price of the Company's common stock on the Tokyo Stock Exchange on the business dayimmediately preceding the date of resolution by the Company's Board of Directors regarding
the issuance or disposal of such shares (or, if no trading is effected on such date, the closing
price of the immediately preceding trading day) to the extent that such amount is notparticularly favorable to the Subject Directors who will subscribe to such Restricted Shares.
The above monetary compensation shall be determined by the Board of Directors of theCompany to the extent that it is not particularly favorable to the Subject Director who
subscribes to such Restricted Stock.
In addition, the above monetary compensation claims shall be paid on the condition that
the Subject Director agrees to the above contribution-in-kind and that he/she has executed
the Restricted Share Allotment Agreement including the details set forth in（３）below.
（２）Total number of restricted shares
The total number of Restricted Shares to be allotted to the Subject Directors shall be 30,000
shares, which shall be the maximum number of Restricted Shares to be allotted in each fiscal
year.
However, in the event of a stock split (including gratis allotment of shares of common stockof the Company) or reverse stock split of shares of common stock of the Company after thedate of resolution of this proposal, or in any other cases where adjustment of the total numberof Restricted Shares to be allotted is required pursuant to such cases, such total number ofshares may be reasonably adjusted.
Upon the allotment of the Restricted Shares, the Restricted Share Allotment Agreement tobe entered into between the Company and the Subject Director to whom the Restricted
Shares are allotted pursuant to the resolution of the Board of Directors of the Company shall
include the following details.
（３）Contents of the Restricted Share Allotment Agreement
Upon the allotment of the Restricted Shares, the Restricted Share Allotment Agreement tobe entered into between the Company and the Director to whom the Restricted Shares areallotted pursuant to the resolution of the Board of Directors of the Company shall include thefollowing details.
① Details of transfer restrictions
The Subject Director who has received an allotment of Restricted Transferable Shares shall,during the period from the date of delivery of the Restricted Transferable Shares to the dateof his/her retirement or resignation from any position as a director, executive officer oremployee of the Company (hereinafter referred to as the "Restricted Transfer Period"), holdthe position of director, executive officer or employee of the Company until the date of his/herretirement. The shares with transfer restrictions allocated to the subject director (hereinafterreferred to as the "Allotted Shares") may not be transferred or pledged to any third party
during the period between the date of delivery of the Allotted Shares and the date ofretirement or resignation from the position of director, executive officer, or employee of theCompany (hereinafter referred to as the "Restricted Period"). The shares may not betransferred, pledged, pledged, created as security interest, donated, bequeathed, or otherwise
disposed of to a third party (hereinafter referred to as "Restricted Transfer") during the period

from the date of his/her retirement or resignation (hereinafter referred to as "RestrictedTransfer Period"). The "Restrictions on Assignment" shall apply to the following.
② Acquisition of Restricted Shares without consideration
In the event that a Director who has received an allotment of the Restricted Shares resigns
or retires from any position as a director, executive officer or employee of the Company by
the day before the first Ordinary General Meeting of Shareholders of the Company to be held
after the commencement date of the Restricted Period, the Company shall, unless the Boardof Directors of the Company has a justifiable reason to the contrary, acquire the Companyshall naturally acquire the Allotted Shares without consideration unless the Board of Directorsof the Company has a justifiable reason.
In addition, if any of the Allotted Shares have not been released from the restrictions ontransfer in accordance with the provisions of ③ below as of the expiration of the period ofrestriction on transfer in ① above, the Company shall naturally acquire such Allotted Sharesfor no consideration.
③ Cancellation of transfer restrictions
The Company shall cancel the restrictions on transfer of all the Allotted Shares upon theexpiration of the Restriction Period, provided that the Director to whom the Restricted Sharesare allotted has continuously held the position of director, executive officer, or employee ofthe Company from the commencement date of the Restriction Period until the first Ordinary
General Meeting of Shareholders of the Company to be held in the future. The restriction ontransfer shall be lifted upon the expiration of the Restriction Period.
However, if, for reasons deemed justifiable by the Board of Directors, the subject director
resigns or retires from any of the positions of director, executive officer or employee of theCompany by the day before the first Ordinary General Meeting of Shareholders of theCompany to be held after the commencement date of the Restricted Transfer Period, thenumber of the Allotted Shares to be released and the timing of the release of the transfer
restrictions shall be determined in a reasonable manner as necessary. In this case, theCompany shall reasonably adjust the number of the allotted shares to be released and thetiming of the release of the transfer restriction as necessary.
④ Treatment in the event of organizational restructuring, etc.
If, during the transfer restriction period, a merger agreement under which the Company
becomes a defunct company, a share exchange agreement under which the Company becomesa wholly owned subsidiary, a share transfer plan, or any other proposal for organizational
restructuring is approved at a general meeting of shareholders of the Company (however, if
such organizational restructuring does not require approval at a general meeting ofshareholders, the Board of Directors of the Company), the Company may, upon the approval

of such proposal, transfer the shares of the Company in accordance with the following
conditions (limited to the case where the effective date of such organizational restructuring,etc. comes before the expiration of the transfer restriction period). (If no approval is requiredby the General Meeting of Shareholders of the Company, the approval shall be given by theBoard of Directors of the Company). In the event that any of the executive officers oremployees of the Company also retire or resign from their positions as executive officers oremployees, the Company's Board of Directors may, by resolution, cancel the restrictions ontransfer of the allotted shares prior to the effective date of such Reorganization, etc.
Upon approval of the Organizational Restructuring, etc., the Company shall naturally
acquire the Allotted Shares for which the transfer restriction has not been cancelled as of thesame date without consideration as of the business day prior to the effective date of such
Organizational Restructuring, etc.
(Reference)
After the conclusion of this General Meeting of Shareholders, the Company intends toallot restricted shares like the above-mentioned restricted shares to the Company's executive
officers and restricted shares of a different design to the Company's employees.