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M&A and Subsidiary Changes9031Nishi-Nippon Railroad Co.,Ltd.Transportation and Logistics

Notice of a change in some members of the Independent Committee under the “Policy for Responding to Large-Scale Purchases of Company Shares (Takeover Response Policy)”

Under the independent committee established pursuant to the existing takeover response policy, the committee member changed from outside director Matsuoka Kyoko (松岡 恭子) to Tsuno Kikuyo (津野 喜久代) because Matsuoka Kyoko (松岡 恭子) no longer met the independence criteria.

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This transaction

Partial change in the members of the independent committee under the “Policy on Responses to Large-Scale Purchases of Our Shares (Takeover Response Policy)”
Date of board resolution14 May 2026
Procedures and assumptions
Special CommitteeEstablished (the number of members is not stated; the new member is outside director Tsuno Kikuyo (津野 喜久代))
This transaction
ItemDetails
Transaction namePartial change in the members of the independent committee under the “Policy on Responses to Large-Scale Purchases of Our Shares (Takeover Response Policy)”
Date of board resolution14 May 2026
Special CommitteeEstablished (the number of members is not stated; the new member is outside director Tsuno Kikuyo (津野 喜久代))
Items this document does not state (29)
Counterparty nameName of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionConditions Precedent to ExecutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

As Matsuoka Kyoko (松岡 恭子) no longer met the Company’s independence criteria, Tsuno Kikuyo (津野 喜久代) was newly appointed as a member of the independent committee.

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Notice of a change in some members of the Independent Committee under the “Policy for Responding to Large-Scale Purchases of Company Shares (Takeover Response Policy)” | Nishi-Nippon Railroad Co.,Ltd. (9031) timely disclosure | Komori