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Share Issuance and Disposal9031Nishi-Nippon Railroad Co.,Ltd.Transportation and Logistics

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment as Stock-Based Compensation and the Extension of the Trust Term for the “Share-Based Compensation Plan for Directors and Officers”

The trust period for the Stock-Based Compensation Plan for Directors and Other Officers will be extended by 3 years, and 336,300 treasury shares will be allotted to the trust. The shares are expected to be delivered as compensation to directors and other officers.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.42
Dilution ratio relative to total shares issued (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by way of third-party allotment as stock-based compensation

Who receives how much336,300Shares

336,300 common shares of the Company (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account): 336,300 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,915.5 per share
Total issue value

¥980,482,650

Amount of funds to be raised
Total amount paid in: ¥980,482,650; estimated net proceeds: Not disclosed
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

0.42% of total issued shares and 0.44% of the total 756,227 voting rights as of 31 March 2026

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Categories and Number of Persons Covered
Directors who are not Audit and Supervisory Committee members, excluding outside directors, executive officers with titles, and executive officers. The number of eligible persons and the number of shares allotted by category: Not disclosed
Intended allottee's holding policy
The shares will be delivered to directors and other eligible officers in accordance with the share delivery regulations. The shares are not expected to enter the stock market all at once.
Payment date
24 August 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 5 August 2026, ¥2,915.5. No discount or premium.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and confirming shareholders' intentions, as prescribed in Article 432 of the Tokyo Stock Exchange's Rules for Listing of Securities, are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by way of third-party allotment as stock-based compensation
Number of shares to be issued or disposed of336,300 common shares of the Company (treasury shares)
Issue price and disposal price¥2,915.5 per share
Total issue value¥980,482,650
Amount of funds to be raisedTotal amount paid in: ¥980,482,650; estimated net proceeds: Not disclosed
Payment date24 August 2026
Intended allotteeThe Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account): 336,300 shares
Intended allottee's holding policyThe shares will be delivered to directors and other eligible officers in accordance with the share delivery regulations. The shares are not expected to enter the stock market all at once.
Dilution Rate0.42% of total issued shares and 0.44% of the total 756,227 voting rights as of 31 March 2026
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 5 August 2026, ¥2,915.5. No discount or premium.
Categories and Number of Persons CoveredDirectors who are not Audit and Supervisory Committee members, excluding outside directors, executive officers with titles, and executive officers. The number of eligible persons and the number of shares allotted by category: Not disclosed
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and confirming shareholders' intentions, as prescribed in Article 432 of the Tokyo Stock Exchange's Rules for Listing of Securities, are not required.
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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.

To foster a shared awareness of interests with shareholders, enhance the motivation to contribute to increasing corporate value and the share price through the execution of management plans, and secure within the trust the shares of the Company expected to be required under the plan following the 3-year extension of the trust period.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment as Stock-Based Compensation and the Extension of the Trust Term for the “Share-Based Compensation Plan for Directors and Officers” | Nishi-Nippon Railroad Co.,Ltd. (9031) timely disclosure | Komori