Notice Regarding Issuance of New Shares and Secondary Offering of Shares(Translation:PDF 102KB)

September 1, 2021

(Translation)

To All concerned Parties

Company name: West Japan Railway Company

President: Kazuaki Hasegawa

Code number: 9021 Stock listing: Tokyo Stock Exchange, First Section

For further information, please contact: Yuichi Kozawa, General Manager, Corporate Communications Department Telephone: [phone]

Notice Regarding Issuance of New Shares and Secondary Offering of Shares

West Japan Railway Company (the "Company") hereby announces that its board of directors has resolved matters relating to the issuance of its new shares and the secondary offering of shares at a meeting held on September 1, 2021, as set forth below.

1. Issuance of new shares by way of public offering

1. Class and number of shares to be offered

1. Method of determination of amount to be paid in

48,545,400 shares of common stock of the Company, the aggregate of (i) through (iii) described below:

1. 27,478,600 shares of common stock of the Company, issued for purchase by the Japanese Joint Lead Managers in the Japanese Public Offering, described in (4)(i) below;
2. 18,319,000 shares of common stock of the Company, issued for purchase by the International Underwriters in the International Offering, described in (4)(ii) below; and
3. A maximum of 2,747,800 shares of common stock of the Company, additionally issued for purchase by the International Underwriters upon exercise of the option, described in (4)(ii) below.

The amount to be paid in will be determined on a day in the period between September 13, 2021 (Mon) and September 15, 2021 (Wed) (such date, the "Pricing Date") in accordance with the method set forth in Article 25 of the Regulations Concerning Underwriting of Securities, etc. promulgated by the Japan Securities Dealers Association ("JSDA").

Note: This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to above have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act"). The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

1. Amount of stated capital and additional capital reserves to be increased
2. Method of offering

The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of additional capital reserves to be increased shall be the amount obtained by subtracting the said amount of stated capital to be increased from the said maximum increased amount of stated capital.

The Japanese offering and the international offering shall be made simultaneously.

1. Japanese Public Offering:

The offering to be made in Japan shall be a public offering (the "Japanese Public Offering"), and several Japanese joint lead managers (collectively, the "Japanese Joint Lead Managers") shall underwrite and purchase all of the new shares with respect to the Japanese Public Offering.

1. International Offering:
   In the offering to be made outside of Japan (with the offering in the United States restricted to sales to Qualified Institutional Buyers under Rule 144A of the U.S. Securities Act of 1933) (the "International Offering"), the aggregate number of shares shall be severally and not jointly purchased by several international underwriters (the "International Underwriters" and collectively with the Japanese Joint Lead Managers, the "Underwriters"). Among the International Underwriters, three will act as the international joint lead managers. The Company shall also grant the International Underwriters the option to purchase additional newly issued shares of common stock, as described in (1)(iii) above.

With regard to the number of shares to be offered mentioned in

1. and (ii) above, the number of shares to be issued is planned to be 27,478,600 shares for the Japanese Public Offering and 21,066,800 shares for the International Offering (18,319,000 shares to be purchased by the International Underwriters initially as mentioned in (1)(ii) above, and 2,747,800 additional shares to be purchased upon exercise of the option mentioned in (1)(iii) above). However, the final breakdown shall be determined on the Pricing Date by taking into account market demand and other conditions.

The issue price (the offer price) with regard to each of the offerings mentioned in (i) and (ii) above shall be determined in accordance with the method stated in Article 25 of the Regulations Concerning Underwriting of Securities, etc., of the

Note: This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

		JSDA, on the Pricing Date based on the preliminary pricing
		terms calculated by multiplying the closing price in regular
		trading of the shares of common stock of the Company on the
		First Section of the Tokyo Stock Exchange, Inc. on the Pricing
		Date (or, if no closing price is quoted, the closing price of the
		immediately preceding date) by between 0.90 and 1.00 (with
		any fraction less than one yen being rounded down to the
		nearest one yen), taking into account market demand and other
		conditions.
		The joint global coordinators for the Japanese Public Offering,
		the International Offering as well as the offering by way of
		over-allotment mentioned below in "2. Secondary offering of
		shares (offering by way of over-allotment)" (the "offering by
		way of over-allotment") shall be three of the Underwriters (the
		"Joint Global Coordinators").
(5)	Consideration for	The Company shall not pay any underwriting commissions to
	underwriters	the Underwriters, although the aggregate amount of the
		difference between (a) the issue price (the offer price) in each
		offering and (b) the amount to be paid in to the Company by
		the Underwriters shall constitute proceeds to the Underwriters.
(6)	Subscription period (in	The subscription period shall be from the business day
	Japanese Public Offering)	immediately following the Pricing Date to the second business
		day following the Pricing Date.
(7)	Payment date	The payment date shall be any day in the period from
		September 17, 2021 (Fri) to September 22, 2021 (Wed),
		provided, however, that such day shall be the fourth business
		day following the Pricing Date.
(8)	Subscription unit	100 shares

1. The amount to be paid in, the amount of stated capital and capital reserves to be increased, the issue price (the offer price), and any other matters necessary for this issuance of new shares by way of public offering shall be determined at the discretion of a President or the person delegated by a President.
2. The Japanese Public Offering shall be subject to the registration taking effect under the Financial Instruments and Exchange Act of Japan.

2. Secondary offering of shares (offering by way of over-allotment) (See "Reference" item 1. below)

1. Class and number of shares to be offered

4,121,700 shares of common stock of the Company

The number of shares mentioned above is the maximum number of shares to be sold. The above number may decrease, or this offering by way of over-allotment itself may be cancelled, depending on market demand and other conditions. Furthermore, the number of shares to be sold shall be

Note: This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

		determined on the Pricing Date, taking into account market
		demand and other conditions in the Japanese Public Offering.
(2)	Seller	A Japanese Joint Lead Manager
(3)	Selling price	Undetermined (The selling price shall be determined on the
		Pricing Date; provided, however, that such selling price shall be
		the same as the issue price (the offer price) in the Japanese
		Public Offering.)
(4)	Method of offering	Taking into account market demand and other conditions for the
		Japanese Public Offering, the Seller will make a secondary
		offering in Japan of the maximum of 4,121,700 shares that it
		borrows from certain shareholder(s) of the Company.
(5)	Subscription period	The subscription period shall be the same as the subscription
		period in the Japanese Public Offering.
(6)	Delivery date	The delivery date shall be the business day immediately
		following the payment date in the Japanese Public Offering.
(7)	Subscription unit	100 shares

1. The selling price and any other matters necessary for this offering by way of over-allotment shall be approved at the discretion of a President or the person delegated by a President.
2. This offering by way of over-allotment shall be subject to the registration taking effect under the Financial Instruments and Exchange Act of Japan. If the Japanese Public Offering is cancelled, this offering by way of over-allotment shall also be cancelled.

3. Issuance of new shares by way of third-party allotment (See "Reference" item 1. below)

1. Class and number of shares to be offered
2. Method of determination of the amount to be paid in
3. Amount of stated capital and capital reserves to be increased
4. Allottee
5. Subscription period

4,121,700 shares of common stock of the Company

The amount to be paid in will be determined on the Pricing Date; provided, however, the amount to be paid in shall be the same as the amount to be paid in at the issuance of new shares by way of public offering.

The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of the capital reserves to be increased shall be the amount obtainable by subtracting the said amount of stated capital to be increased from the said maximum increased amount of stated capital.

A Japanese Joint Lead Manager September 28, 2021 (Tue)

Note: This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

(6)	Payment date	September 29, 2021 (Wed)
(7)	Subscription unit	100 shares

1. Shares not subscribed for within the subscription period in (5) above shall not be issued.
2. The amount to be paid in, the amount of stated capital and capital reserves to be increased, and any other matters necessary for the third-party allotment shall be determined at the discretion of a President or the person delegated by a President.
3. The issuance of new shares by way of third-party allotment shall be subject to the registration taking effect under the Financial Instruments and Exchange Act of Japan. If the Japanese Public Offering is cancelled, the issuance of new shares by way of third-party allotment shall also be cancelled.

Reference

1. The offering by way of over-allotment

The offering by way of over-allotment in "2. Secondary offering of shares (offering by way of over- allotment)" above is a secondary offering of shares of common stock of the Company in Japan to be made in conjunction with the Japanese Public Offering in "1. Issuance of new shares by way of public offering" above for a number of shares not to exceed 4,121,700 shares, that will be borrowed by a Japanese Joint Lead Manager from certain shareholder(s) of the Company (the "Borrowed Shares") taking into account market demand and other conditions for the offerings.

The number of shares in the offering by way of over-allotment is expected to be 4,121,700 shares, which indicates the maximum number of shares to be sold, and depending on market demand and other conditions such number may decrease, or the over-allotment may be cancelled.

In connection with the offering by way of over-allotment, the board of directors of the Company has resolved, at the meeting held on September 1, 2021 (Wed), that the Company will issue up to 4,121,700 shares of its common stock necessary to return the Borrowed Shares to the certain shareholder(s), by way of third-party allotment (the "Third-Party Allotment") to a Japanese Joint Lead Manager with the payment date set to be September 29, 2021 (Wed).

Furthermore, such Japanese Joint Lead Manager may also purchase shares of common stock of the Company on the Tokyo Stock Exchange, Inc., up to the number of shares to be offered in the offering by way of over-allotment (the "Syndicate Cover Transactions") to return the Borrowed Shares. Such Syndicate Cover Transactions would be made during the period beginning on the date immediately following the last day of the subscription period of the Japanese Public Offering and the offering by way of over-allotment and ending on September 24, 2021 (Fri) (the "Syndicate Cover Transaction Period"). Shares of common stock of the Company purchased through Syndicate Cover Transactions shall be used to return the Borrowed Shares. During the Syndicate Cover Transaction Period, such Japanese Joint Lead Manager may elect to not conduct any Syndicate Cover Transactions or may terminate Syndicate Cover Transactions before the number of shares purchased through such transactions reaches the number of shares offered in the offering by way of over- allotment.

Note: This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.