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Share Issuance and Disposal9048Nagoya Railroad Co., Ltd.Transportation and Logistics

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers

The Company resolved to dispose of 98,429 treasury shares as restricted stock compensation to 16 directors and executive officers and 544 employees. The payment date is 21 August 2026.

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98429
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much98,429Shares

98,429 shares of the Company's common stock (treasury shares)

The Company's directors and executive officers (excluding outside directors and part-time executive officers)16 / 44,029 shares
Employees of the Company544 / 54,400 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,895.5 per share
Total issue value

¥186,572,175

Amount of funds to be raised
Total payment amount: ¥186,572,175; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims and monetary claims: ¥186,572,175
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
For eligible officers, from 21 August 2026 until the date on which they cease to hold both the position of director and the position of executive officer.
Conditions for lifting transfer restrictions
Provided that an eligible officer continuously holds either the position of full-time director or full-time executive officer throughout the applicable service period, all transfer restrictions on the allocated shares will be lifted upon expiration of the applicable restriction period. If the officer ceases to hold the position for a justifiable reason, the number of shares for which the restrictions are lifted will be reasonably adjusted based on the period up to the date on which the officer ceases to hold the position.
Reason for acquisition without consideration
The Company will acquire without consideration any allocated shares whose transfer restrictions have not been lifted at the expiration of the restriction period or at other specified times set out in the agreement.
Categories and Number of Persons Covered
Category The Company's directors and executive officers (excluding outside directors and part-time executive officers) / Number of Employees 16 / Number of allocated shares 44,029 shares, Category Employees of the Company / Number of Employees 544 / Number of allocated shares 54,400 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. For eligible officers, the transfer restrictions will apply from 21 August 2026 until the date on which they cease to hold both the position of director and the position of executive officer.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,895.5. No discount or premium applies.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of98,429 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,895.5 per share
Total issue value¥186,572,175
Amount of funds to be raisedTotal payment amount: ¥186,572,175; estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeCategory The Company's directors and executive officers (excluding outside directors and part-time executive officers) / Number of Employees 16 / Number of Shares 44,029 shares, Category Employees of the Company / Number of Employees 544 / Number of Shares 54,400 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. For eligible officers, the transfer restrictions will apply from 21 August 2026 until the date on which they cease to hold both the position of director and the position of executive officer.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,895.5. No discount or premium applies.
Transfer restriction periodFor eligible officers, from 21 August 2026 until the date on which they cease to hold both the position of director and the position of executive officer.
Conditions for lifting transfer restrictionsProvided that an eligible officer continuously holds either the position of full-time director or full-time executive officer throughout the applicable service period, all transfer restrictions on the allocated shares will be lifted upon expiration of the applicable restriction period. If the officer ceases to hold the position for a justifiable reason, the number of shares for which the restrictions are lifted will be reasonably adjusted based on the period up to the date on which the officer ceases to hold the position.
Reason for acquisition without considerationThe Company will acquire without consideration any allocated shares whose transfer restrictions have not been lifted at the expiration of the restriction period or at other specified times set out in the agreement.
Categories and Number of Persons CoveredCategory The Company's directors and executive officers (excluding outside directors and part-time executive officers) / Number of Employees 16 / Number of allocated shares 44,029 shares, Category Employees of the Company / Number of Employees 544 / Number of allocated shares 54,400 shares
Total Stock-Based CompensationTotal monetary compensation claims and monetary claims: ¥186,572,175
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide directors with an incentive to pursue sustained growth in corporate value and to further promote value sharing with shareholders. The Company also took into consideration the objectives of the eligible recipients, the Company's performance, the scope of each recipient's responsibilities and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers | Nagoya Railroad Co., Ltd. (9048) timely disclosure | Komori