GENDA Inc. (Headquarters: Minato-ku, Tokyo; Representative Director, President and CEO: Nao Kataoka; hereinafter referred to as “Company,” and collectively “GENDA” including its group companies) announces that the details of stock acquisition rights to be issued to part of the directors and employees of the Company and its group companies for a fee pursuant to the resolution of the Board of Directors meeting held on June 11, 2025 (hereinafter “Stock Acquisition Rights”), which were undetermined, have been determined today.

GENDA has set the aspiration of “More fun for your days” and aims to build a global entertainment network and increase the “total amount of fun” distributed throughout the world to achieve this aspiration. In the process of building our unique Entertainment Ecosystem by M&A, while giving top priority of our strategy to roll-up M&A of amusement arcades, we have been proactively conducting M&A of entertainment companies and businesses that can be expected to have synergy effects with the operation of amusement arcades and building a structure in which the companies mutually contribute to business expansion and profits within GENDA. To expand our business performance and increase our enterprise value in the medium to long term, GENDA has been considering the issuance of the Stock Acquisition Rights for a fee to part of the directors and employees of GENDA for the purpose of further increasing their motivation and morale and further strengthening their cohesion.

If all of the Stock Acquisition Rights are exercised, the total number of our common shares will increase by an amount equivalent to 2.76% of the total number of shares outstanding as of today. However, the Stock Acquisition Rights are subject to the following two strict conditions for exercise.
 Performance-linked condition: The Company’s consolidated EBITDA for the fiscal year ending on January 31, 2030, exceeds 75.0 billion yen.
 Tenure-linked condition: Remain employed from the allotment date until the end of January 2029.
Therefore, dilution from the issuance of the Stock Acquisition Rights will not occur until the financial results for the fiscal year ending on January 31, 2030, are finalized.

The Stock Acquisition Rights are designed such that future increases in stock price directly link to the personal profit of the directors and employees. We believe this will maintain and enhance the motivation of directors and employees in their daily work, their commitment to improving enterprise value over the medium to long term, and also encourage long-term retention of directors and employees, thereby contributing to the stabilization of the organization.
The consolidated EBITDA target of 75.0 billion yen set in the aforementioned performance-linked condition is an extremely challenging goal, representing approximately five times the 14.2 billion yen in consolidated EBITDA for the immediately preceding fiscal year, which ended on January 31, 2025. To achieve this ambitious goal, the Company, along with all our directors and employees, will work together as one.
We are confident that achieving this challenging goal will not only provide appropriate incentives for the contributions of our directors and employees but also lead to the maximization of shareholder value.

■For details, please refer to the timely disclosure.

■ GENDA Corporate outline
“More fun for your days”
To realize this Aspiration, GENDA is an entertainment company that aims to build a global entertainment network and increase the “total amount of fun” distributed throughout the world. We operate a wide range of businesses in entertainment, including Amusement, Karaoke, Character Merchandising, Food & Beverage and Contents & Promotions (movies, interactive contents, etc.). We operate approximately 800 amusement arcades such as “GiGO” and the karaoke chain “Karaoke BanBan” in Japan and abroad, as well as approximately 11,000 mini-locations (mainly a gaming corner with 30 or less game machines installed). We operate in Japan, the United States, mainland China, Taiwan, the United Kingdom, Vietnam and the Netherlands.

Company name: GENDA Inc.
Representative: Representative Director, President and CEO Nao Kataoka
Established: May 2018
Location: 17F Tokyo Shiodome Building, 1-9-1 Higashi-Shinbashi, Minato-ku, Tokyo
Web site: https://genda.jp/en
GENDA IR page: https://genda.jp/en/ir