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
June 30, 2023
To Shareholders with Voting Rights:
Takahiro Hayashi,
Co-Chief Executive Officer
HEROZ, Inc.
5-31-17 Shiba, Minato-ku, Tokyo

Notice of Convocation of the 15th 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 15th Annual General Meeting of Shareholders of HEROZ, Inc (the “Company”) will be held for the
purposes 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 15th Annual General Meeting of Shareholders described hereinafter andexercise your voting rights by no later than 7:00 PM on Wednesday, July 26, 2023, Japan Time.
(1) Date and Time:

July 27, 2023 (Thu), 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 15th fiscal year (May 1, 2022 to April 30, 2023) and the results of audits of theConsolidated Financial Statements by the Independent Auditor and the Audit Committee
Items to be resolved
Proposal 1:

Election of four (4) Directors (Excluding Directors who are Audit and Supervisory

Committee Members)
Proposal 2:

Election of Three (3) Directors who are Audit and Supervisory Committee Members

Proposal 3:

Partial Amendment to the Articles of Incorporation

Proposal 4:

Determination of Remuneration for Allotment of Transferable Shares to Directors (excluding
Directors who are members of the Audit and Supervisory Committee and Outside Directors)
and Determination of Remuneration for Allotment of Restricted Shares to Directors(excluding Audit and Supervisory Committee and Outside Directors)

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 15th 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 Thursday, July 27, 2023).
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 15th Annual General Meeting of Shareholders. Your votes must beentered by no later than 7:00 PM, Wednesday, July 26, 2023, 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 15th 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, Wednesday, July 26, 2023, Japantime.

Reference Documents for the 15th Annual General Meeting of Shareholders
Proposal No.1 Election of four (4) Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all three (3) 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
No

Name(Date of Birth)

Career summary and position and responsibility in
the Company(Significant concurrent positions outside theCompany)
Apr. 1999

Apr. 2009
Re-election
１

Takahiro Hayashi(December 20, 1976)

Aug. 2021
Sep. 2022
Nov. 2022

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 (current position)
Director of StrategIT, Inc. (current position)
Director of VarioSecure, Inc.
(current position)

Number of theCompany’s shares
owned

4,333,300(Significant concurrent positions outside the Company)
Director of VarioSecure, Inc.
Director of StrategIT, 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
Re-election
２

Tomohiro Takahashi(December 30, 1976)

Apr. 2009
Aug. 2021

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 (current position)

4,333,300（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.

Candidate
No

Name(Date of Birth)

Career summary and position and responsibility in
the Company(Significant concurrent positions outside theCompany)
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 (current
position)
Director of VarioSecure, Inc. (current
position)

Number of theCompany’s shares
owned

12,000(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

New Candidate
4

Hiroya Mori *(Oct ,19 1973)

Joined Century Audit Corporation (currently
Ernst & Young ShinNihon LLC)
July. 2000 Joined Intellaset Inc.
July. 2002 Joined Intelligence Corporation (currently
Persol Career Co., Ltd.)
April. 2016 Transferred to PERSOL HOLDINGSCORPORATION, General Manager,
Group Finance Division
Oct. 2021
Joined the Company, Executive Officer, andCFO (current position)
Sep. 2022 Director of StrategIT, Inc. (current position)
Nov. 2022 Director of VarioSecure, Inc. (current
position)-(Significant concurrent positions outside the Company)
Director of VarioSecure, Inc.
Director of StrategIT, Inc.
（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.Those marked with an asterisk (*) are candidates for newly elected directors.
2. There is no special interest between any of the candidates and the Company.
3. 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 our
Board of Directors more effective. If this proposal is approved, the skill matrix of our Directors will be as follows:
Personnel
and Labor
SkillsDirectors

Corporate

IT and AI

Management

Technology

M＆A

Planning and

Affairs, andDevelopment

Human
Resource

Finance,

GovernanceAccounting,and Risk

and Taxation

Management

◎

◎

◎

〇

Development
Takahiro
HayashiTomohiro
Takahashi

◎

〇

〇

◎

〇

〇

◎

〇

KeiichiIguchiHiroya
Mori

◎

〇

◎

Tomohiro
Inoue
Tooru
Kamiyama
Yuko
Kanamaru◎〇◎
Primary Skill: ◎◎Secondary Skill: 〇Proposal No.2 Election of Three (3) Directors who are Audit and Supervisory Committee Members
The terms of office of all Three (3) Directors, who are Audit and Supervisory Committee Members, will expire at theconclusion of this General Meeting. Therefore, the Company proposes the election of three (3) Directors who are Audit andSupervisory Committee Members.
The Audit Committee has given its consent to this proposal.
Candidates for Directors, who are Audit and Supervisory Committee Members, are as follows:

Candidate
No

Name(Date of Birth)

Career summary and position and responsibility in
the Company(Significant concurrent positions outside theCompany)
Apr. 2003
Sep. 2006
May 2010

Re-election
１

Tomohiro Inoue(July 19, 1980)

Feb. 2015
Jul. 2017
Jan. 2020

Joined Chuo Aoyama Audit Corporation
Joined Arata Audit Corporation (currently
PricewaterhouseCoopers Aarata LLC)
Venture Ink Accounting Office
Representative (current position)
Corporate Auditor of the Company
Outside Director of the Company(Audit Committee Member, full-time)
Outside Director of the Company(Audit Committee Member)(current position)

Number of theCompany’s shares
owned

-

(Significant concurrent positions outside the Company)
Venture Ink Accounting Office Representative.
（Reasons for nomination）
He has a highly developed personality and expert knowledge of accounting and taxation as a certified public accountant and tax
accountant. We have determined that he is capable of appropriately performing his duties as an Outside Director of the Company
as a member of the Audit and Supervisory Committee, and have continued to nominate him as a candidate for Director as a memberof the Audit and Supervisory Committee.
Apr. 2000
Aug. 2017
Nov. 2017

Dec. 2019
Re-election
２

Tooru Kamiyama(October 11, 1977)

Jun. 2020

Dec. 2022

Joined Nomura Securities Co.
Established Kakel Partners, LLC.
Representative Partner (current position)
Outside Director of the Company(Audit Committee Member)(current position)
Outside Director, B-Platts Corporation(current position)
Outside Director (Member of the Audit andSupervisory Board), Itsumo, Inc.
(current position)
Outside Director, M&A Research InstituteHoldings, Inc. (current position)-(Significant concurrent positions outside the Company)
Representative Partner of Kakel Partners, LLC.
Outside Director, B-Platts Corporation
Outside Director (Member of the Audit and Supervisory
Board), Itsumo, Inc.
Outside Director, M&A Research Institute Holdings, Inc.
（Reasons for nomination）
He has worked at major financial institutions and has a proven track record in corporate management, and has broad insight and awealth of experience in management and finance, etc. We have determined that he is capable of appropriately performing his duties
as an Outside Director of the Company as a member of the Audit and Supervisory Committee, and have continued to nominate him
as a candidate for Director as a member of the Audit and Supervisory Committee.

Candidate
No

Name(Date of Birth)

Career summary and position and responsibility in
the Company(Significant concurrent positions outside theCompany)
Oct. 2006
May 2012
Aug. 2012
Jan. 2018

New candidate
3

Yuko Kanamaru *(August 25, 1979)

Jul. 2022
Jan. 2023
Feb. 2023

Registered as an attorney, Joined Mori
Hamada & Matsumoto Law Office
Graduated from University of California, Los
Angeles School of Law
Rajah & Tann Law Office (Singapore)(-2013)
Appointed partner of Mori Hamada &Matsumoto Law Office (-2022)
Outside Corporate Auditor, Acuris Pharma
K.K. (current position)
Joined Gaien Law Office (Partner)(current position)
External Corporate Auditor, Bleaf K.K.
(current position)

Number of theCompany’s shares
owned

-

(Significant concurrent positions outside the Company)
Outside Corporate Auditor, Acuris Pharma K.K.
External Corporate Auditor, Bleaf K.K.
（Reasons for nomination）
Through her extensive experience as an attorney at a major law firm and her work experience at an overseas law firm, she has
outstanding expertise in corporate risk management, labor law, and other areas. She has been nominated as a new candidate for
Director as we believe that she will be able to appropriately perform her duties as an Outside Director who is a member of the Audit
and Supervisory Committee of the Company.
Notes:１.Those marked with an asterisk (*) are candidates for new Directors as Audit and Supervisory Committee Members.
2. There is no special interest between any of the candidates and the Company.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Tomohiro
Inoue and Mr. Tooru Kamiyama to limit their liability for damages under Article 423, Paragraph 1 of the same Act.
The maximum amount of liability for damages under these contracts is the amount stipulated by law, and if theirreappointment is approved, the Company plans to continue such contracts with each of them. And, if the appointment of
Yuko Kanamaru is approved, the Company plans to enter into a similar liability limitation agreement.
Such limitation of liability is limited to cases where the Outside Director has performed his/her duties in good faith andwithout gross negligence.
4. Mr. Tomohiro Inoue, Mr. Tooru Kamiyama and Ms. Yuko Kanamaru are candidates for Outside Director. The Company's
philosophy regarding the balance and diversity of knowledge, experience, and abilities of the Board of Directors is describedin the "Reference" section of Proposal No. 1.
5. Mr. Tomohiro Inoue is currently an Outside Director of the Company who is a member of the Audit Committee, and his termof office will be six (6) years at the conclusion of this General Meeting of Shareholders. Mr. Tooru Kamiyama is also currently
an Outside Director of the Company and a member of the Audit and Supervisory Committee, and his term of office will befive years and eight months at the conclusion of this General Meeting of Shareholders. Mr. Tomohiro Inoue has previously
served as a non-executive officer (corporate auditor) of the Company.
6. The Company has designated Mr. Tomohiro Inoue and Mr. Tooru Kamiyama as independent directors as stipulated by the
Tokyo Stock Exchange and has notified the Tokyo Stock Exchange to that effect. If their reappointment is approved, they willcontinue to be independent directors. The Company also plans to designate Ms. Yuko Kanamaru as an independent director if
her appointment is approved.
7. 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. Under the insurance policy,
the Company will be covered for damages arising from the insured being held liable for the performance of his/her duties orbeing subject to a claim for such liability. If the appointment of each candidate is approved and they assume office, they willcontinue to be insured under the policy or be newly insured under the policy. In addition, at the next renewal of the insurance
policy, the policy will be renewed with the same terms and conditions.

Proposal No.3 Partial Amendment to the Articles of Incorporation(1) Purpose of changing articles
The Company is considering the creation of new businesses using its AI and other technologies. In order to respond to thisdiversification of business activities, two business purposes will be added to Article 2 of the current Articles of Incorporationof the Company.
(2) Details of Amendments to the Articles of Incorporation
The details of the amendments are as follows. (next page)current Articles of Incorporation
Article 2. The purpose of the Company shallbe to engage in the following businesses.

Proposed Amendments to the Articles ofIncorporation
Article 2. The purpose of the Company shallbe to engage in the following businesses.

1．Services related to the collection,

1．Services related to the collection,

processing, and provision of various types of
information

processing, and provision of various types of
information

2．Sales activities and support for various

2．Sales activities and support for various

goods, services, etc.

goods, services, etc.

3．Computer system analysis, design and3．Computer system analysis, design andInternet consulting

Internet consulting

4．Planning, development, and design of

4．Planning, development, and design ofcomputers, peripheral and related equipment,
and software, Planning, development, design,
manufacture, sale, lease, and import/export ofcomputers, peripheral equipment, related
equipment, and software

computers, peripheral and related equipment,
and software, Planning, development, design,
manufacture, sale, lease, and import/export ofcomputers, peripheral equipment, related
equipment, and software

5．Mail-order business

5．Mail-order business6．Planning and production of advertising and6．Planning and production of advertising andpublicity, and advertising agency businesspublicity, and advertising agency business7．Business and consulting related to various

7．Business and consulting related to various

types of marketingtypes of marketing

8．Telecommunications business based on the

8．Telecommunications business based on the

Telecommunications Business Law

Telecommunications Business Law

9．Investment Advisory and Agency Business9．Investment Advisory and Agency Business

10. Worker Dispatch Business11．All business incidental to the above
articles10. Worker Dispatch Business11. Fee-charging Employment Placement
Business
12. Investment, trading, holding andmanagement of financial assets, etc.
13．All business incidental to the above
articlesProposal No.4: Determination of Remuneration for Allotment of Transferable Shares to Directors (excluding Directors who
are members of the Audit and Supervisory Committee and Outside Directors) and Determination of
Remuneration for Allotment of Restricted Shares to Directors (excluding Audit and Supervisory
Committee and Outside Directors)
The maximum amount of remuneration for Directors (excluding Directors who are members of the Audit and Supervisory
Committee) of the Company was approved at the Company's 9th Annual General Meeting of Shareholders held on July 24,
2017, as an annual amount not exceeding 150 million yen.
The Company has decided to allot shares of common stock of the Company (hereinafter referred to as " restricted stock ") tothe Directors (hereinafter referred to as “Subject Directors”) , which are subject to a certain period of transfer restrictions andreasons for acquisition by the Company without consideration, in order to share the benefits and risks of stock pricefluctuations with shareholders and increase their motivation to contribute to the increase in stock price and the enhancementof corporate value more than ever.
Therefore, taking into consideration the contribution level of the Subject Director and other various matters, the Company
proposes to set the total amount of monetary compensation claims to be paid to the Subject Director as compensation for
restricted stock at no more than 35 million yen per year, which is separate from the maximum amount of compensation for
directors as stated above. The ratio of the maximum number of restricted transferable shares to be allotted in each fiscal year
to the total number of shares issued and outstanding is approximately 0.2% (The Company believes that the content of theplan is appropriate because the dilution ratio is minimal approximately 2% of the total number of shares issued andoutstanding in the event that the Company issues the maximum number of shares with transfer restrictions over a 10-year
period).
If this proposal is approved, the Company's Board of Directors, at a meeting held after the conclusion of this General Meetingof Shareholders, plans to change the policy for determining the content of individual director compensation. The Company
believes that this proposal is in line with the policy after such change and is appropriate.
The current number of the Subject Director is three (3), and the Company believes that Proposal No.1, "Election of Four
(4) Directors (excluding Directors who are members of the Audit and Supervisory Committee) is approved and passed asoriginally proposed, the number of the Subject Directors will be four (4).
(Reference)(1) After the conclusion of this General Meeting of Shareholders, the Company will issue restricted stock similar to theabove-mentioned restricted stock to the Company's executive officers and restricted stock of different design to theCompany's employees.
(2) If Proposal No. 4 is approved as originally proposed, the details of the "Policy for Determining Individual Remuneration,etc. of Directors" will be as follows.
(i) Remuneration for Directors who are not Audit and Supervisory Committee Members(a) Basic Policy
Basic policy: - Remuneration shall be commensurate with the roles and responsibilities of Directors.
Remuneration level shall be commensurate with the roles and responsibilities of Directors.
The Company will ensure transparency in the process of determining compensation by consulting the Nomination andCompensation Committee, which is chaired by an outside director and composed of a majority of outside directors.
(b) Remuneration Levels
In addition to taking into consideration the duties and performance of the Directors, the remuneration level will be set
mainly in consideration of the remuneration levels of other companies in the same industry, with reference to examplesof other companies surveyed by an external professional organization, in order to ensure the objectivity of remuneration,etc.
(c) Decision-making process
In determining compensation, etc., the Nomination and Compensation Committee shall review the above basic policy

and compensation levels and report the results to the Board of Directors. The Board of Directors shall fully consider
the results of the Nomination and Compensation Committee's report and pass a resolution on the details ofcompensation for everyone.
(d) Remuneration System
Directors' remuneration consists of fixed remuneration, performance-linked remuneration as a short-term incentive, andrestricted stock remuneration as a medium- to long-term incentive. The specific amount of remuneration, etc., its
calculation method, and the timing of payment of remuneration, etc. are as follows.
Fixed and performance-linked compensation.
1.Fixed Remuneration
Payment Criteria: Paid according to roles and responsibilities.
2.Performance-linked remuneration
Payment Criteria: The amount is calculated based on the percentage of achievement of the consolidated sales forecast foreach fiscal year.
Calculation method: Amount equivalent to 80% of total remuneration (annual amount) of directors(1) Less than 90% of projected consolidated net sales: Standard amount x 1/2(2) Consolidated sales forecast 90% or more but less than 110%: Standard amount paid
(3) Consolidated sales forecast exceeds 110%: Standard amount x 2
The standard amount is equivalent to 10% of total compensation for each fiscal year (annual amount)
Payment method Monthly (cash) Once a year (cash)
Paid at the end of the month following the month in which the annual shareholders' meeting for each fiscal year ends