April 23, 2024
To Our Valued Stakeholders
Company Name

GENDA Inc.

Name ofRepresentative Director

Representativeand President

Mai Shin(Code No.: 9166 Tokyo Stock Exchange Growth Market)
Contact information

Taiju

Director, CFO

Watanabe(for inquiries)(TEL 03-6281-4781)

Notice of GENDA Group's Reorganization(Transfer of Subsidiary, Company Split, and Merger)

GENDA Inc. (Headquarters: Minato-ku, Tokyo; Representative Director and Chairman of theBoard: Nao Kataoka; Representative Director and President: Mai Shin; hereinafter "GENDA")
announces that its consolidated subsidiaries, GENDA GiGO Entertainment Inc. (Headquarters:Minato-ku, Tokyo; Representative Director and President: Kazuhiro Ninomiya; hereinafter"GENDA GiGO Entertainment"), GENDA Games Inc. (Headquarters: Minato-ku, Tokyo;
Representative Director and President: Gen Yasukohchi; hereinafter "GENDA Games"), Kiddleton,
Inc. (Headquarters: Dallas, Texas, USA; President & CEO: Atsushi Iyoda; hereinafter "Kiddleton"),Ares Company Limited (Headquarters: Minato-ku, Tokyo; Representative Director and President:
Ryo Otomi; hereinafter "Ares Company"), and PLABI CORPORATION(Headquarters: HitachiCity, Ibaraki Prefecture; Representative Director and President: Kazuhiro Ninomiya; hereinafter"PLABI"), through a reorganization (Transfer of Subsidiary, Company Split, and Merger ) as
described below.
Since this reorganization will be implemented between GENDA and its consolidated
subsidiaries, some disclosure items and details are omitted.
I. Purpose of the Reorganization
This reorganization is intended to strengthen the Group's profitability in the amusementbusiness by consolidating the amusement arcade operation business into GENDA GiGO

Entertainment and the rental and sales business of amusement-related products into AresCompany.
II. Summary of the Reorganization
Kiddleton will be transferred to a subsidiary of GENDA GiGO Entertainment by means of ashare transfer, and GENDA Games' mini-location business and PLABI will be integrated into
GENDA GiGO Entertainment by means of an absorption-type company split and merger,
respectively. In addition, GENDA Games' the rental and sales business of amusement-related
products will be integrated into Ares Company through an absorption-type company split.
[Reference: Diagram of the Reorganization]

III. Overview of each company
a. Transfer of Kiddleton shares from GENDA to GENDA GiGO Entertainment
1. Outline of the subsidiary to be transferred
(1)

Name

Kiddleton, Inc.

(2)

Location

Dallas, Texas, U.S.A.

Title and(3)name ofPresident & CEO Atsushi Iyoda

representative(4)

Business(5)

Capital stock(6)

Date ofEstablishment

Operation of Kids Play Zone facilities in the U.S.
Mini-location business in the U.S., etc.
15,369 thousand U.S. dollars
July 2019

(7)
(8)

Share ofequity

GENDA Inc.: 100%.

Financial position and operating results for the past three years

Accounting period

Year ending

Year ending

Year ending

December 31, 2021

December 31, 2022

December 31, 2023

Net assets

Total assets

Net sales

2,599 thousand

2,913 thousand

2,484 thousand

U.S. dollars

U.S. dollars

U.S. dollars

4,397 thousand

12,332 thousand

19,261 thousand

U.S. dollars

U.S. dollars

U.S. dollars

4,592 thousand

8,946 thousand

13,564 thousand

U.S. dollars

U.S. dollars

U.S. dollars

2. Outline of the counterparty of the transfer
(1)

Name

GENDA GiGO Entertainment Inc.

(2)

Location

1-9-1 Higashi-Shinbashi, Minato-ku, Tokyo(3)

Title and name ofrepresentativeRepresentative Director and President Kazuhiro Ninomiya
Planning and operation of amusement arcade(4)

Business

Planning and operation of restaurant facilities
Mini-location business, etc.

(5)
(6)

Capital stock
Date ofEstablishment

50 million yen
April 1, 2004

(7)

Share of equity(8)

Financial position and operating results for the past three years

Accounting period

GENDA Inc.: 100%.

Year ending

Year ending

Year ending

January 31, 2021

January 31, 2022

January 31, 2023

Net assets

6,021 million yen

5,560 million yen

9,096 million yen

Total assets

17,038 million yen

20,785 million yen

26,242 million yen

Net sales

28,760 million yen

30,225 million yen

42,835 million yen

3. Number of shares transferred, transfer price and status of shares held before and after transfer
Number of shares held before the change

1,000 shares (100% ownership)

Number of shares transferred

1,000 shares

Number of shares held after the change

0 shares (0% ownership)*The transfer price will not be disclosed.

4. Schedule of transfer(1)Date of resolution by the Board of Directors

April 23, 2024

(2)

Date of Signing

April 23, 2024(3)Date of Closing

May 1, 2024 (scheduled)b. Absorption-type demerger of the rental and sales business of amusement-related
products from GENDA Games to Ares Company
This matter falls within the scope of the Minor Standards for Timely Disclosure of Corporate
Restructuring Activities such as Mergers of Subsidiaries, etc. established by the Tokyo Stock
Exchange, Inc. and is disclosed on a voluntary basis; therefore, certain items have been omitted.
1. Summary of the Absorption-type Split(1) Schedule of the Absorption-type Split(1)

Date of resolution by the Board of Directors(Splitting company and successor company)

April 23, 2024

(2)

Date of Signing

April 23, 2024

(3)

Date of the absorption-type demerger

June 1, 2024 (scheduled)(2) Method of the Absorption-type Split
An absorption-type split in which GENDA Games will be the splitting company and Ares Company
will be the successor company.
(3) Allotment of shares related to the Absorption-type Split
GENDA owns all shares of GENDA Games and Ares Company, and no shares or other money
will be allocated upon the absorption-type split.

(4) Treatment of stock options and bonds with stock acquisition rights in connection with theAbsorption-type Split
Not applicable.
(5) Capital to be Increased or Decreased by the Absorption-type Split
There will be no change in the amount of capital stock of GENDA Games and Ares Company asa result of this absorption-type split.

(6) Rights and obligations to be succeeded by Ares Company

Ares Company will succeed to the assets, liabilities, contracts and other rights and obligations
of GENDA Games related to the rental and sales business of amusement-related products as ofthe effective date to the extent provided in the absorption-type demerger agreement.
(7) Prospect of fulfillment of obligations
The Company has determined that there are no problems with the prospects for performanceof the obligations to be assumed by the successor company in the absorption-type demerger.

2. Outline of the Parties
Split company
(1)
(2)

(3)

Name
Location
Title andname ofrepresentative(4)

Business

Successor company

GENDA Games Inc.

Ares Company Limited

1-9-1 Higashi-Shinbashi, Minato-ku,

1-9-1 Higashi-Shinbashi, Minato-ku,

TokyoTokyo

Representative Director andRepresentative Director andPresident Gen YasukohchiPresident Ryo Otomi

Rental and sales business ofamusement-related products

Planning, manufacturing andMini-location business

wholesale of prizes, etc.

Online crane game business, etc.
(5)

Capital stock(6)

Date ofEstablishment(7)

10 million yen

86.31 million yen

May 13, 2021

May 11, 1999

1,000 shares

17,200 shares

end of January

end of January

GENDA Inc.: 100%.

GENDA Inc.: 100%.

Number ofshares
outstanding(8)

Accounting
period(9)

Major
Shareholders
andShareholdingratio

3. Description of business to be split off
Rental and sales business of amusement-related products

c. Absorption-type demerger of mini-location business from GENDA Games to GENDA
GiGO Entertainment.
This matter falls within the scope of the Minor Standards for Timely Disclosure of Corporate
Restructuring Activities such as Mergers of Subsidiaries, etc. established by the Tokyo Stock
Exchange, Inc. and is disclosed on a voluntary basis; therefore, certain items have been omitted.
1. Summary of the Absorption-type Split(1) Schedule of the Absorption-type Split(1)

Date of resolution by the Board of Directors(Splitting company and successor company)

April 23, 2024

(2)

Date of Signing

April 23, 2024

(3)

Date of the absorption-type demerger

June 1, 2024 (scheduled)(2) Method of the Absorption-type Split
An absorption-type split in which GENDA Games will be the splitting company and GENDA GiGOEntertainment will be the successor company.

(3) Allotment of shares related to the Absorption-type Split
GENDA GiGO Entertainment plans to deliver cash to GENDA Games as compensation for theabsorption-type demerger. The specific amount will not be disclosed.
(4) Treatment of stock options and bonds with stock acquisition rights in connection with theAbsorption-type Split
Not applicable.

(5) Capital to be Increased or Decreased by the Absorption-type Split
There will be no change in the amount of capital stock of GENDA Games and GENDA GiGOEntertainment as a result of this absorption-type split.
(6) Rights and obligations to be succeeded by GENDA GiGO Entertainment
GENDA GiGO Entertainment will succeed to the assets, liabilities, contracts and other rights
and obligations of GENDA Games related to the mini-location business as of the effective date tothe extent provided in the absorption-type split agreement.

(7) Prospect of fulfillment of obligations

The Company has determined that there are no problems with the prospects for performanceof the obligations to be assumed by the successor company in the absorption-type demerger.
2. Basis, etc. of the Allotment of Shares in the Absorption-type Split
The calculation of the amount of money to be delivered by the successor company in theAbsorption-type Split has been agreed upon as a fair and reasonable price upon consultation
between the parties.

3. Outline of the Companies Involved
Split company
(1)
(2)

(3)

NameLocation
Title andname ofrepresentative(4)Business

GENDA Games Inc.

GENDA GiGO Entertainment Inc.

1-9-1 Higashi-Shinbashi, Minato-ku,

1-9-1 Higashi-Shinbashi, Minato-ku,

Tokyo

Tokyo

Representative Director andRepresentative Director andPresident Gen Yasukohchi

President Kazuhiro Ninomiya

Rental and sales business ofamusement-related products
Mini-location business
Online crane game business, etc.

(5)

Capital stock(6)

Date ofEstablishment(7)

Successor company

Planning and operation of amusement
arcadePlanning and operation of restaurant
facilities
Mini-location business, etc.

10 million yen

50 million yen

May 13, 2021April 1, 2004

1,000 shares

17,872 shares

end of January

end of January

GENDA Inc.: 100%.

GENDA Inc.: 100%.

Number ofshares
outstanding(8)

Accounting
period(9)

Major
Shareholders
andShareholdingratio

4. Description of business to be split off

Mini-location businessd. Merger of PLABI by GENDA GiGO Entertainment
This matter falls within the scope of the Minor Standards for Timely Disclosure of Corporate
Restructuring Activities such as Mergers of Subsidiaries, etc. established by the Tokyo Stock
Exchange, Inc. and is disclosed on a voluntary basis; therefore, certain items have been omitted.
1. Summary of the Merger(1) Schedule of the Merger(1)Date of resolution by the Board of Directors

April 23, 2024

(2)

Date of Signing

April 23, 2024

(3)

Date of Merger

June 1, 2024 (scheduled)*This merger will be conducted by way of short-form merger.
(2) Method of the Merger
The merger is an absorption-type merger with GENDA GiGO Entertainment as the surviving
company and PLABI as the dissolving company.

(3) Details of allotment of shares in relation to the Merger
GENDA GiGO Entertainment owns all shares of PLABI, and no shares or other money will beallocated upon the Merger.
(4) Treatment of stock options and bonds with stock acquisition rights of the dissolving company
in connection with the Merger
Not applicable.

(5) Capital to be Increased or Decreased by the Merger
There will be no change in the amount of capital stock of GENDA GiGO Entertainment as aresult of this merger.
2. Outline of the Parties
Surviving company
(1)
(2)

(3)

Name
Location
Title andExtinct company

GENDA GiGO Entertainment Inc.

PLABI CORPORATION

1-9-1 Higashi-Shinbashi, Minato-ku,

3-1-16 Benten-cho, Hitachi City,TokyoIbaraki Prefecture, Japan

Representative Director and President

Representative Director andname ofKazuhiro Ninomiya

President Kazuhiro Ninomiya

representative(4)

Business

Planning and operation of amusement
arcadePlanning and operation of restaurant

Operation of amusement arcade, etc.

facilities
Mini-location business, etc.
(5)

Capital stock(6)

Date ofEstablishment(7)

50 million yen

50 million yen

April 1, 2004

September 9, 1965.

17,872 shares

3,214,380 shares

end of January

end of March

Number ofshares
outstanding(8)

Accountingperiod(9)MajorShareholders
andGENDA Inc.: 100%.

Shareholding

GENDA Inc. GiGO Entertainment:100%.

ratio

IV. Situation after the Reorganization
There will be no change in the name, location, title and name of representative, capital stock,or fiscal year end of GENDA, GENDA GiGO Entertainment, Ares Company, Kiddleton, andGENDA Games as a result of this reorganization. Net assets and total assets are yet to bedetermined.

The business activities will be changed as follows
Companies
GENDA GiGO Entertainment

Before the Reorganization
Planning and operation of

After the Reorganization(No change)

amusement arcade
Planning and operation ofrestaurant facilities
Mini-location business, etc.
Ares Company

Planning, manufacturing andPlanning, manufacturing andwholesale of prizes, etc.

wholesale of prizes

Rental and sales business ofamusement-related products,etc.
Kiddleton

Operation of Kids Play Zone

(No change)

facilities in the U.S.
Mini-location business in theU.S., etc.
GENDA Games

Rental and sales business ofOnline crane game businessamusement-related products
Mini-location business
Online crane game business,etc.

V. Future Outlook
GENDA does not expect this matter to have a material impact on its business performanceand financial position. However, if a significant change in business conditions causes a financial
impact, GENDA will promptly disclose such information as soon as it becomes clear.