Glass Lewis Endorses Palliser’s Proposal for Keisei’s AGM

• Leading international proxy advisory firm fully supports Palliser’s proposal for fundamental, TSE-aligned change at the Company’s AGM on June 27, 2024—recommends shareholders vote FOR the proposal

• Highlights Palliser’s persuasive case and agrees that a reduction in the size of the OLC stake to below 15% is consistent with long-term growth and development at Keisei

Palliser Capital (“Palliser”), the sixth largest shareholder of Keisei Electric Railway Co., Ltd. (9009 JT) (“Keisei” or the “Company”) with a stake of 1.98%, welcomes Glass Lewis endorsement of its proposal for Keisei’s Annual General Meeting (“AGM”) on June 27, 2024.

Palliser’s proposal—in keeping with Tokyo Stock Exchange (“TSE”) initiatives—requires Keisei to establish a capital allocation plan and partially reduce its shareholding in Oriental Land Co., Ltd. (“OLC”) to less than 15% in just under two years—to unlock c.US$3bn in value (representing a 46% upside to Keisei’s current market price), enhance the Company’s position as a leader in the Japanese market, and promote sustainability, stability and future success for Keisei over the medium to long term.

Glass Lewis observes that the proposal is both “comprehensive and persuasive”, provides Keisei with appropriate flexibility and is consistent with the long-term strategy of the Company. In full agreement with Palliser, the Glass Lewis report cites the following¹:

• “Central to Palliser’s position is the fact that the Company’s legacy, non-core interest in OLC — the underlying value of which dwarfs Keisei’s entire market cap — lacks substantive strategic value and represents an inefficient allocation of capital…”

• “The incremental sale of Keisei’s interest in OLC does not appear to be inconsistent with — and indeed would seem to support — key long-term strategic investments by the Company.”

• “…the noted deadline would provide Keisei with flexibility to pursue related divestitures over a period spanning nearly two full years, which… is not, in our view, overtly problematic…”

James Smith, Palliser’s Founder and CIO, said: “We feel strongly that, if adopted, Palliser’s proposal will help Keisei position itself as a leader in the Japanese market and drive positive TSE-aligned changes. We appreciate the support of Glass Lewis and look forward to the AGM, which will serve as an important forum for shareholders to express their views to management.”

Further information

All information relating to Palliser’s long-running engagement with Keisei and its AGM proposal, including Palliser’s recently published presentation, can be found at: https://www.keisei100.com/.

For further inquiries contact Keisei100@pallisercap.com.

About Palliser Capital

Palliser Capital is a global multi-strategy fund. Our value-oriented investment philosophy is applied to a broad range of opportunities throughout the capital structure with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive and long-term engagement with companies and across a range of different stakeholder groups. Palliser is the sixth largest Keisei shareholder with a stake of 1.98%. All available materials concerning Palliser’s ongoing engagement with Keisei can be found at: https://www.keisei100.com/.

_________________________

¹ Permission to use quotes was neither sought nor obtained.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240609440491/en/