April 28, 2022(Translation)
To All concerned Parties
Company name: West Japan Railway Company
President: Kazuaki Hasegawa
Code number: 9021,Stock listings: Tokyo Stock Exchange Prime Market
For further information, please contact: Yuichi Kozawa,
General Manager, Corporate Communications Department

Notice Regarding the Introduction of a Restricted Stock Remuneration Plan

West Japan Railway Company (hereinafter, “the Company”), at a meeting of the Boardof Directors held today, resolved to introduce a restricted stock remuneration plan(hereinafter, “the Plan”). The Plan will be presented as a matter for approval at the 35thOrdinary General Meeting of Shareholders (hereinafter, “the Shareholders’ Meeting”),
which is scheduled to be held on June 23, 2022.

Description

1. Purpose and Other Matters Regarding the Introduction of the Plan
(1) Purpose of the Introduction of the Plan
The purpose of the Plan is to provide incentives to the Company’s Directors (excluding
Directors who are members of the Audit & Supervisory Committee and ExternalDirectors) (hereinafter, “the Eligible Directors”) to work toward sustainable growth in
the Company’s corporate value and to promote further shared value with theCompany’s shareholders.

(2) Conditions for the Introduction of the Plan
The approval at the Shareholders’ Meeting of the transition to a company with an audit

and supervisory committee is a condition for the introduction of the Plan. This transition
was announced in the “Notice Concerning Transition to a Company with an Audit andSupervisory Committee,” dated January 31, 2022.
In addition, under the Plan, monetary claims will be provided to the Eligible
Directors as remuneration to be used for the granting of the restricted shares.
Accordingly, the Plan is subject to the receipt of shareholder approval at theShareholders’ Meeting for the payment of such remuneration. The amount ofremuneration for directors was approved at the 8th Ordinary General Meeting ofShareholders, held on June 27, 1995, at a monthly amount of not more than ¥77 million.
However, at the Shareholders’ Meeting, accompanying the transition to a company with
an audit and supervisory committee, the Company intends to ask shareholders toapprove the new establishment of the amount of remuneration for the Company’s
directors (excluding Directors who are members of the Audit & Supervisory
Committee) and the amount of remuneration for the Company’s directors who aremembers of the Audit & Supervisory Committee. The Company also intends to ask
shareholders to approve the establishment of a Plan-related remuneration limit for theEligible Directors, separate from the above-mentioned remuneration limit.

2. Overview of the Plan
In accordance with the plan, the total amount of monetary claims provided to the
Eligible Directors will be ¥75 million or less per year, and the total number of shares ofcommon stock newly issued or disposed of by the Company will be 20,000 shares orless per year. (However, in the event that a stock split (including the gratis allotment ofthe Company’s common stock) or a reverse stock split of the Company’s common stockis implemented with an effective date on or after the date of the resolution of theShareholders’ Meeting, or in the event that it becomes necessary to adjust the total
number of restricted shares allotted for another reason, then, as necessary, the total
number of shares will be adjusted from the effective date, within a reasonable range, inaccordance with the stock split ratio, reverse stock split ratio, etc. )The Eligible Directors will pay-in all of the monetary claims provided by theCompany under the Plan as contribution-in-kind assets, and in return will receive sharesof the Company’s common 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’s common stock on the Tokyo Stock Exchange on thebusiness day prior to the date of each Board of Directors’ resolution. (In the event thatno transactions were completed on that date, then the decision will be based on theclosing price on the most recent trading day prior to that date.) The Board of Directorswill decide the amount within a range that is not especially advantageous to the Eligible
Directors who will take up the common stock. The specific timing and allocation ofpayments to each Eligible Director will be decided by the Board of Directors following
inquiries by the Personnel and Remuneration Advisory Committee.
Moreover, a condition for the issuance or disposal of the Company’s common stock
under the Plan (hereinafter, “the Shares”) is that the Company and the Eligible Directors
will enter into agreements for the allocation of restricted shares, which will include thefollowing terms.
(1) During the period from the date of delivery of the Shares to the date of resignation
or retirement from the position of Company director or any other positions
determined by the Company’s Board of Directors (hereinafter, “the TransferRestriction Period”), the Shares cannot be transferred to a third party, used ascollateral, or otherwise disposed of.
(2) In certain circumstances, the Company may acquire the Shares at no cost.
During the Transfer-Restriction Period, plans call for the Shares to be managed in
dedicated accounts opened by the Eligible Directors at Nomura Securities Co., Ltd.,so that the Eligible Directors cannot transfer, use as collateral, or otherwise disposeof the Shares during the Transfer-Restriction Period.

(For reference)
Subject to the approval at the Shareholders’ Meeting of the resolution related to thePlan, the Company also intends to introduce a restricted stock remuneration plan,similar to the Plan, for Company executives, such as executive officers. (The EligibleDirectors and these executives will be referred to collectively as “the Eligible Directors,etc.”)
Under the Company’s new remuneration system, the remuneration of theEligible Directors, etc., will comprise (1) basic remuneration, (2) performanceevaluation remuneration, and (3) share-based remuneration. Following the transition to
the new remuneration system, the amount of remuneration calculated by adding types 1,2, and 3 will be equal to the amount of remuneration under the current system. A portionof the current basic remuneration will be allocated for the newly established share-basedremuneration.
Furthermore, in general, the proportions of basic remuneration, performanceevaluation remuneration, and shared-based remuneration will be set at 7:2:1 for theEligible Directors when the targets set at the beginning of the previous fiscal year are
met for all of the performance indicators (securing railway safety, consolidated revenue,
consolidated profits, and asset efficiency).

End