Notice Regarding the Introduction of Performance-Linked Stock Compensation Plan

Purpose and Overview of the Introduction of the Performance-Linked Stock Compensation Plan

GENDA Corporation plans to introduce a performance-linked stock compensation plan for directors (excluding those who are Audit and Supervisory Committee members and outside directors) aimed at sustainable growth and medium- to long-term enhancement of corporate value. Under this plan, shares will be delivered retrospectively based on achievement of business performance targets for each fiscal year. The plan targets five directors, with monetary compensation claims capped at 99 million yen and an allocation cap of 200,000 shares per applicable period. The dilution rate relative to the total outstanding shares is minor, approximately 0.1%.

Grant Conditions and Schedule

Share allocations will be calculated based on achievement levels of performance targets during the evaluation period (February 1, 2026 to January 31, 2027), using adjusted EBITDA as the metric, and prorated according to length of service. The payment amount for shares will be based on the market closing price and will not include favorable conditions. After shareholder approval at the April 30, 2026 meeting, the standard allocation number of shares will be decided in May; after business results are finalized in April 2027, the final allocation number will be determined and shares issued in May.