20 December 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 Concerning Issuance of the 12th Offered Stock Acquisition Rights(Performance-Linked Stock Acquisition Rights)
HEROZ, Inc. (hereinafter referred to as the “Company”) hereby announce that in accordance withthe provisions of Articles 236, 238 and 240 of the Companies Act, a resolution has been passed toissue 12th Stock Acquisition Rights to directors, executive officers. This resolution was made at a
meeting of the Company's Board of Directors held on December 20, 2022. The details are asfollows.
Ⅰ．Objectives and Reasons for Issuance of the Stock Acquisition Rights
Objectives of issuing the Stock Acquisition Rights with charge to directors, executive officers areto further increase motivation and morale, as well as to further enhance our cohesiveness to expand
our business performance and increase our corporate value over the medium to long term.
The total number of shares outstanding (15,027,382 shares) as of the date of resolution of theissuance will be diluted by a maximum of 0.6% if all the stock acquisition rights are exercised.
However, the Stock Acquisition Rights are conditioned on the achievement of pre-determined
performance targets, and we recognize that the achievement of such targets will contribute to theenhancement of our corporate value and shareholder value. In designing the exercise condition, inorder to avoid transient performance achieved in the fiscal year ending April 30, 2025, the exercise
condition is set to achieve a certain level of performance in the following fiscal year as well.
Therefore, we recognize that the issuance of these stock acquisition rights will contribute to theinterests of existing shareholders, and we believe that the size of the share dilution is reasonable.
Ⅱ．Stock Acquisition Rights Issuance Provisions
1. Number of Stock Acquisition Rights
900 rights
The total number of shares that may be delivered upon exercise of the Stock Acquisition Rights
shall be 90,000 shares of common stock of the Company.
2. Payment in Exchange for Stock Acquisition Rights
The issue price per one Stock Acquisition Rights shall be JPY 1. The value, which is notparticularly advantageous, has been determined to be the same as the result calculated byStewartMcLaren, Inc., a third-party evaluation organization.
3. Details of Stock Acquisition Rights(1) Type and number of shares granted for Stock Acquisition Rights
The number and type of shares granted for each Stock Acquisition Right (hereinafter referredto as “number of shares granted”) shall be 100 common shares of the Company.
(2) Value of assets to be invested in the exercise of Stock Acquisition Rights and calculation
methodThe value of the assets to be contributed upon exercise of the SARs shall be the amount tobe paid per share (hereinafter referred to as “exercise price”) multiplied by the number ofshares granted. The Exercise Price shall be 1,017 yen.
(3) Period during which Stock Acquisition Rights can be exercised
The period during which the Stock Acquisition Rights can be exercised shall be from 1
August 2025 to 31 July 2028 (if July 31, 2028 is not a bank business day, the preceding bankbusiness day) .
(4) Capital increase and capital reserve(4.1) The amount of capital to be increased upon share issuance through exercising the Stock
Acquisition Rights shall be half of the capital increase limit calculated in accordance with
Article 17, Paragraph 1 of the Rules of Corporate Accounting. If the calculation results ina fraction of less than JPY 1, the fraction shall be rounded up to the nearest whole yen.
(4.2) The amount of capital reserve upon share issuance through exercising the StockAcquisition Rights shall be the amount obtained by subtracting the amount of increased
capital set forth in 4.1 above from the maximum increase in capital stated in 4.1 above.
(5) Restrictions on acquisition of Stock Acquisition Rights by transfer
Acquisition of the Stock Acquisition Rights by transfer shall require approval by aresolution of the Board of Directors of the Company.

(6) Conditions for exercising stock acquisition Rights(6.1) In the event that the audited consolidated statements of income and EBITDA of theCompany as shown in the annual securities report submitted by the Company for thefiscal years ending April 30, 2025 and 2026 satisfy the following conditions, therecipients of the stock acquisition rights allocated to them may exercise the stockacquisition rights up to the percentage of the stock acquisition rights allocated to themas set forth in each of the following items.
(a) If the Company's Net sales for the fiscal year ending April 30, 2025 are 6,000
million yen or more and the Company’s EBITDA is positive, 50% of the stockacquisition rights shall be exercisable. However, if the number of exercisable SARs
includes a fraction of less than one SAR, only the number of SARs rounded down to
the nearest whole number may be exercised.
(b) If the Company’s Net sales for the fiscal year ending April 2026 are 7,000 million
yen or more and the Company's EBITDA becomes positive, the Stock Acquisition
Rights other than the Stock Acquisition Rights in (a) above shall be exercised.
(6.2) Holders of stock acquisition rights must be directors, corporate auditors, executive
officers or employees of the Company or its affiliates at the time of exercising the rights.
However, this shall not apply in cases that the Board of Directors of the Company
recognizes that there is a justifiable reason, such as mandatory retirement age, etc.
(6.3) Exercise of the Stock Acquisition Rights by the heirs of the holders of the Stock
Acquisition Rights shall not be permitted.
(6.4) If the total number of shares issued by the Company exceeds the number of authorizedshares at that time as a result of the exercise of these stock acquisition rights, these stockacquisition rights may not be exercised.
(6.5) No less than one of these stock acquisition rights may be exercised.
4．Allotment Date of Stock Acquisition Rights
25 January 2023
5. Date for Cash Payment in Exchange for Stock Acquisition Rights
25 Janualy 2023
6．Number of Stock Acquisition Rights and Persons Receiving Them
900 rights for 5 directors, executive officers