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 Acquisition of Shares in AMEX Co.,Ltd by a Consolidated
Subsidiary (Making it a Consolidated Sub-subsidiary)

GENDA Inc. (Headquarters: Minato-ku, Tokyo; Representative Director and Chairman of theBoard: Nao Kataoka; Representative Director and President: Mai Shin; hereinafter "GENDA")
announced today that its Board of Directors resolved at a meeting held today that GENDA GiGOEntertainment Inc. (Headquarters: Minato-ku, Tokyo; Representative Director and President:Kazuhiro Ninomiya; hereinafter "GENDA GiGO Entertainment"), a consolidated subsidiary ofGENDA, will acquire 100% of the outstanding shares of AMEX Co.,Ltd (Headquarters: Gifu
City,Gifu; CEO: Satoru Manabe; hereinafter "AMEX"), which operates amusement facilities"FANTASIAN", and make AMEX a subsidiary of GENDA GiGO Entertainment.
This matter falls within the scope of the Tokyo Stock Exchange's "Minor Standards for Timely
Disclosure of Matters Involving Changes in Subsidiaries, etc., including Transfers or Acquisitionsof Shares or Equity Interests Involving Changes in Subsidiaries, etc.," and is disclosed on avoluntary basis.
1. Reason for acquisition
Our aspiration is "More fun for your days". GENDA GiGO Entertainment, the core of the GENDA
Group's entertainment platform business, operates amusement arcades and is striving to expand
its network of amusement arcades through new store openings and mergers and acquisitions inorder to provide customers with even more enjoyable entertainment experiences.
The market size of the amusement industry has been expanding every year since 2014, drivenespecially by sales of prize games. Although the market has temporarily shrunk due to the impactof store closures and shorter business hours caused by the Covid-19 virus outbreak, the 306.2
billion yen(*1) in sales of prize games in the market in FY2021 is the highest amount in the industry
over the past 16 years for which data can be compiled as of today, and in addition, the fact thatthe industry's major players, including the Group, are generating record profits in FY2022
indicates that the industry as a whole has emerged from the slump caused by the new Covid-19
virus and entered a phase of further growth. On the other hand, even the top 10 players in theindustry have only about 50% of the domestic market share, and we believe that the market has
room for industry restructuring. In this environment, we believe that it can provide entertainment
experiences that can be enjoyed by more customers by implementing a so-called roll-up strategy
of continuous M&A and investing its knowledge and management resources in companies that
newly join the GENDA group or businesses that come under the management of the GENDAgroup. We believe that this will enable us to provide entertainment experiences that will beenjoyed by as many customers as possible.

AMEX operates three "FANTASIAN" amusement arcades in Aichi and Gifu prefectures. (As ofApril 23, 2024)
The participation of AMEX in our group is expected to increase the efficiency of bothcompanies’ store operations through the sharing of human resources and DX expertise between
the amusement arcade operated by AMEX and the stores operated by GENDA GiGOEntertainment, as well as the introduction of our original prizes under the GiGO PRIZE brand ofprizes developed by GENDA GiGO Entertainment and an increase in the purchasing power ofamusement machines and prizes due to the increase in the number of stores are expected toboost the profits of both companies.
We will continue to strive to create attractive facilities to all customers who visit our amusement
arcade.
(*1) Source: "Survey of the Amusement Industry Industry," Japan Amusement Industry
Association
2. Outline of the consolidated subsidiary conducting the acquisition
(1)

Name

GENDA GiGO Entertainment Inc.

(2)

Location

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

Title and name ofrepresentative

Representative Director and President Kazuhiro Ninomiya
Planning and operation of amusement arcade(4)

Business

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

(5)Capital stock

50 million yen(6)Date of Establishment

April 1, 2004

(7)

Shareholders andShareholding Ratio

GENDA Inc.: 100%.

3. Outline of the Sub-Subsidiary to be Acquired
(1)

Name

AMEX Co.,Ltd(2)

Location

3-68, Kamisanami-nishi, Yanaizu-cho, Gifu-shi, Gifu

(3)

Title and name ofrepresentative

CEO Satoru Manabe(4)Business

Operation of amusement arcade(5)

Capital stock

20 million yen(6)Date of Establishment

June 2, 2005

(7)

(8)

Shareholders andShareholding Ratio

6 individuals: 100%.

Relationship between

Capital tiesNAthe listed company andPersonal relations

NAthe Company

Business relations

NA

4. Outline of the counterparty of the acquisition
The counterparties to the share acquisition are six individual shareholders, the names of thecounterparties will not be disclosed due to the wishes of the counterparties and confidentiality
agreements between the parties. There are no capital, personal, or business relationships to benoted between GENDA and the counterparties of the share acquisition.
5. Number of shares to be acquired, acquisition price and status of shares held before and afteracquisition
Number of shares held before the change

0 shares

Number of shares acquired

28,500 shares

Number of shares held after the change

28,500 shares (100% ownership)*The acquisition price will not be disclosed based on the confidentiality agreement between theparties. The acquisition price was determined through discussions between the parties after
reasonable consideration of the results of a stock valuation by outside experts and legal andfinancial research.

6. Acquisition schedule(1)Date of resolution by the Board of Directors

April 23, 2024

(2)

Date of Signing

April 23, 2024

(3)

Date of Closing

June 1, 2024 (scheduled)

7. Future outlook
The impact of this matter on our group's business performance and financial position is expected
to be minor. However, if a significant change in business conditions results in a financial impact,
we will disclose such information as soon as it becomes clear.