Nishi-Nippon Railroad to Dispose of Shares via Third-Party Allocation and Extend Trust Period

TOKYO, Aug 06 (Pulse News Wire) – Nishi-nippon Railroad CO.,LTD. (9031.T) announced that its board of directors resolved to dispose of shares through third-party allocation as part of its stock compensation program.

The disposal will occur on August 24, 2026, involving 336,300 ordinary shares at a price of ¥2,915 per share, totaling ¥980.5 million. The shares will be transferred to Japan Master Trust Bank Co., Ltd. (Role Compensation BIP Trust Account). Additionally, the trust period related to the stock compensation program will be extended by three years until August 31, 2029.

The purpose of this share disposal is to secure sufficient company shares within the trust account to support the ongoing stock compensation plan for executives. The dilution ratio resulting from this transaction is expected to be 0.42%, which corresponds to 0.44% of the total outstanding voting rights as of March 31, 2026. The company believes this level of dilution is reasonable and unlikely to significantly impact the stock market. The disposal price was determined based on the closing price of Nishi-Nippon Railroad's shares on the Tokyo Stock Exchange on August 5, 2026, which was set at ¥2,915.

This approach ensures objectivity and, Furthermore, since the anticipated dilution rate due to this share disposal is below 25% and there is no change in controlling shareholders, the company does not need to seek independent third-party opinions or shareholder approval according to the listing regulations of the Tokyo Stock Exchange.