June 23, 2023(Translation)
To All concerned Parties
Company name: West Japan Railway Company
President: Kazuaki Hasegawa
Code number: 9021
Stock listing: Tokyo Stock Exchange Prime Market
For further information, please contact: Yuichi Kozawa,General Manager, Corporate Communications Division

Notice Regarding Disposal of Treasury Stock as Restricted Stock Remuneration
West Japan Railway Company (hereinafter, “the Company”), at a meeting of the Board ofDirectors held today, resolved to conduct a disposal of treasury stock (hereinafter, “the Disposalof Treasury Stock” or “the Disposal”). The details are as follows.
1. Overview of the Disposal(1) Disposal date(2) Class andnumber ofshares subject
to the Disposal(3) Disposal price(4) Total value(4)of the Disposal

July 18, 2023
24,286 shares of common stock of the Company¥6,051 per share¥146,954,586
Directors (excluding Directors who aremembers of the Audit & Supervisory 8 people 9,275 shares
Committee and External Directors)

Recipients ofdisposed
shares, number(5) of recipients,
and number ofshares to bedisposed of(6) Other

Executive Officers

7 people 4,587 sharesGroup Executive Officers

4 people 3,168 shares

Administrative Officers

24 people 5,645 sharesGroup Administrative Officers

4 people, 896 sharesTechnical Officers

3 people 715 shares

In regard to the Disposal of Treasury Stock, the Company has
submitted the Securities Registration Statement in accordance with
the Financial Instruments and Exchange Act.

2. Purpose of and Reasons for the Disposal
At a meeting of the Board of Directors held on June 23, 2023, the Company resolved to disposeshares of treasury stock in accordance with the resolution of introduction of a restricted stock
remuneration plan (hereinafter, “the Plan”) which was approved by resolution of the 35th
Ordinary General Meeting of Shareholders held on June 23, 2022 and by resolution of the Board

of Directors Meeting held on April 28, 2022. The purpose of the Plan is to provide an incentive
to the Company’s Directors (excluding Directors who are members of the Audit & Supervisory
Committee and External Directors) (hereinafter, “the Eligible Directors”), as well as for
Executive Officers, Group Executive Officers, Administrative Officers, Group AdministrativeOfficers, and Technical Officers (hereinafter, together with the Eligible Directors, collectivelyreferred to as “the Eligible Directors, etc.”), to work toward sustainable growth in theCompany’s corporate value and to promote further shared value with the Company’sshareholders.
In addition, at the 35th Ordinary General Meeting of Shareholders held on June 23, 2022, it
was approved that, in accordance with the Plan, monetary claims up to the amount of ¥75
million per year will be paid to the Eligible Directors as remuneration to be used ascontribution-in-kind assets for the acquisition of restricted shares (hereinafter, “Restricted StockRemuneration”), and that up to 20,000 shares per year of the Company’s common stock would
be issued or disposed of. It was also approved that, in accordance with agreements for theallocation of restricted shares entered into by the Company and the Eligible Directors, thetransfer-restriction period for the restricted shares would be the period from the day when theCompany’s common stock was allotted to the point immediately after the resignation orretirement from the position of Director of the Company or any other positions determined by
the Company’s Board of Directors.
An overview of the Plan, etc., is as follows.

Overview of the Plan, etc.
The Eligible Directors, etc., will pay-in all of the monetary claims provided by the Company
under the Plan as contribution-in-kind assets, and in return will receive shares of the Company’scommon stock that will be issued or disposed of by the Company. The amount to be paid-in per
share will be decided by the Board of Directors based on the closing price of the Company’scommon stock on the Tokyo Stock Exchange on the business day prior to the date of each Boardof Directors’ resolution. (In the event that no transactions were completed on that date, then thedecision will be based on the closing price on the most recent trading day prior to that date.) TheBoard of Directors will decide the amount within a range that is not especially advantageous tothe Eligible Directors, etc., who will take up the common stock. The specific timing andallocation of payments to each of the Eligible Directors, etc., will be decided by the Board ofDirectors following inquiries to the Personnel and Remuneration Advisory Committee.
Moreover, a condition for the issuance or disposal of the Company’s common stock under thePlan (hereinafter, “the Shares”) is that the Company and the Eligible Directors, etc., will enter
into agreements for the allocation of restricted shares, which will include the following terms.
(1) During the period from the date of delivery of the Shares to the date of resignation orretirement from the position of Director of the Company or any other positions determinedby the Company’s Board of Directors, the Shares cannot be transferred to a third party,
used as collateral, or otherwise disposed of.
(2) In certain circumstances, the Company may acquire the Shares at no cost.
On this occasion, following inquires made to the Personnel and Remuneration Advisory
Committee, with consideration for the purpose of the Plan, the Company’s businessperformance, the management-related responsibilities of each of the Eligible Directors, etc., andvarious circumstances, the Company decided to grant a total amount of ¥146,954,586 inmonetary claims (hereinafter, “the Monetary Claims”) and to allot 24,286 shares of the common
stock of the Company.
For the Disposal of Treasury Stock, in accordance with the Plan, the 50 Eligible Directors,
etc., who are the planned recipients, will pay-in to the Company all of the monetary claims ascontribution-in-kind assets, and in return will receive shares of the Company’s common stock(hereinafter, “the Allotted Shares”) that will be disposed of by the Company. In regard to theDisposal of Treasury Stock, the Company and the Eligible Directors, etc., will conclude
Restricted Stock Allotment Agreements (hereinafter “the Allotment Agreements”) which include
the details mentioned in “3. Overview of the Allotment Agreements.”
3. Overview of the Allotment Agreements(1) Transfer Restriction Period
During the period from the date the Shares are allotted under the Allotment Agreement to thedate of resignation or retirement from the position of Director of the Company or any otherpositions determined by the Company’s Board of Directors (hereinafter, “the TransferRestriction Period”), the Allotted Shares cannot be transferred to a third party, used as collateral,or otherwise disposed of by the Eligible Directors, etc. (hereinafter, “the Transfer Restrictions”).
(2) Treatment in Cases of Retirement or Resignation
In the event of the resignation or retirement (including the resignation or retirement due to hisor her death) of an Eligible Director, etc., from the position of Director of the Company or any
other positions determined by the Company’s Board of Directors before the expiration of aperiod as determined in advance by the Company’s Board of Directors (hereinafter, “the ServiceProvision Period”), then the Company will, by rights, acquire the Allotted Shares withoutcompensation immediately upon the resignation or retirement, except in the case that there is areason that the Company’s Board of Directors deems reasonable (in the event of the resignation
or retirement of an Administrative Officer, Group Administrative Officer or Technical Officer(hereinafter, “an Administrative Officer etc.”), President and Representative Director does).
(3) Lifting of the Transfer Restrictions
The Company will lift the Transfer Restrictions on all Allotted Shares when the Transfer
Restriction Period expires, provided that the Eligible Director, etc., has been in the position ofDirector of the Company or any other positions determined by the Company’s Board ofDirectors continuously for the Service Provision Period. However, the number of the Allotted
Shares to be released from the Transfer Restrictions and the timing of the release of the Transfer
Restrictions shall be reasonably adjusted as necessary in the event that either: (i) an Eligible
Director, etc., resigns or retires (including the resignation or retirement due to his or her death)from the position of Director of the Company or any other positions determined by theCompany’s Board of Directors for any reason deemed justifiable by the Board of Directors ofthe Company (in the event of the resignation or retirement of an Administrative Officer etc., by
President and Representative Director) before the expiration of the Service Provision Period; or(ii) an Eligible Director, etc., resigns or retires from the position of Director of the Company or
any other positions determined by the Company’s Board of Directors for any reason other thanthose deemed justifiable by the Company’s Board of Directors (in the event of the resignation orretirement of an Administrative Officer etc., by President and Representative Director) beforethe expiration of the Transfer-Restriction Period, even after the expiration of the Service
Provision Period.
(4) Handling in the Case of Reorganization, etc.
Notwithstanding the provision in (1) above, if a merger agreement in which the Company
becomes the disappearing company, a share exchange agreement or a share transfer plan underwhich the Company becomes a wholly-owned subsidiary of another company, or any othermatters related to reorganization, etc., is approved at a General Meeting of Shareholders of theCompany (or by the Board of Directors of the Company if the approval of the General Meetingof Shareholders is not required for the relevant reorganization, etc.) during the TransferRestriction Period, the Company will, prior to the effective date of the reorganization, etc., lift
Transfer Restrictions on a number of Allotted Shares determined in a reasonable manner by
resolution of the Board of Directors of the Company based on the period from the date ofcommencement of the Transfer-Restriction Period until the date of approval of thereorganization, etc.
(5) Acquisition by the Company Without Compensation
In the event that an Eligible Director, etc., commits a violation of law during the Transfer
Restriction Period, or in the event that circumstances during the Transfer Restriction Period
correspond to certain reasons specified in the Allotment Agreement, then the Company will
acquire without consideration, by rights, all of the Allotted Shares held at that point by theEligible Director, etc. In addition, the Company will acquire without compensation, by rights,
Allotted Shares for which Transfer Restrictions have not been lifted at the end of the TransferRestriction Period or at the point of lifting of the Transfer Restrictions pursuant to (3) or (4)above.
(6) Management of SharesDuring the Transfer-Restriction Period, plans call for the Allotted Shares to be managed in
dedicated accounts opened by the Eligible Directors, etc., at Nomura Securities Co., Ltd., so that
the Eligible Directors, etc., cannot transfer, use as collateral, or otherwise dispose of the AllottedShares during the Transfer-Restriction Period. To secure the effectiveness of the Transfer
Restrictions, etc., related to the Allotted Shares, the Company has concluded a contract with
Nomura Securities Co., Ltd., for the management of the accounts for Allotted Shares held by
each of the Eligible Directors, etc. In addition, the Eligible Directors, etc., have agreed to thedetails of the management of these accounts.
4. Basis of Calculating the Amount to be Paid-in and Other Specific Details
The disposal of treasury stock for the Eligible Directors, etc., will be funded by the monetaryclaims provided as Restricted Stock Remuneration for the Company’s 37th fiscal year, inaccordance with the Plan. In order to eliminate arbitrariness in the pricing, the Disposal pricehas been set at ¥6,051, which is the closing price of shares of the Company’s common stock on
the Tokyo Stock Exchange Prime Market on June 22, 2023 (the business day before the date ofthe Board of Directors resolution). This is the market price of the shares on the business day
before the date of the Board of Directors resolution, and the Company believes that it isreasonable and is not a particularly favorable price.
End