Palliser Capital Submits Binding AGM Resolution After Keisei Board Denies Shareholders an Advisory Vote

April 29, 2024 at 19:30 PM EDT

Palliser Capital (“Palliser”), the eighth largest shareholder of Keisei Electric Railway Co., Ltd. (9009 JT) (“Keisei” or the “Company”) with a stake of 1.6%, has today submitted a formal proposal to table a binding resolution focused on capital allocation and a reduction of the OLC stake at Keisei’s forthcoming AGM.

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Following Palliser’s letter to the Board last week enclosing Palliser’s proposal to add an advisory resolution to the agenda for the forthcoming June AGM (link), Palliser is extremely disappointed that the Board has sought to deny Keisei’s shareholders an opportunity to express their views on the optimal path ahead for the Company by declining to add the advisory resolution to the AGM agenda.

Palliser finds the Board’s irresponsible and dismissive approach very concerning and notes that the Board offered no explanation whatsoever whilst also ignoring the request - made in the interest of transparency and accountability - to respond publicly. This is a highly regrettable indictment on the Board’s current approach to governance and shareholder engagement.

Palliser has therefore been left with no option but to today submit another formal shareholder proposal to add a binding resolution to the AGM agenda regarding the addition of a single new article to the Company’s Articles of Incorporation which will require, in summary:

The Board to establish, publish and maintain a capital allocation plan commencing 1 January 2025 to enhance the Company’s corporate value and to serve as the basis for future capital allocation decisions; and

The Company to reduce its shareholding in OLC to less than 15% within an appropriate timeframe and in a manner to be determined by the Board, but in any event by no later than 31 March 2026.

This binding proposal will ensure the Board has no choice but to afford all shareholders, including its diverse, retail-dominated shareholder base that have limited access to management, a vote on precisely the same issues that were covered by Palliser’s advisory proposal.

Palliser’s covering letter to the Keisei Board sets out further details about the background, objectives and benefits of today’s proposal. Palliser’s key motivation remains unchanged – to give shareholders a forum (this time guaranteed through a binding resolution) to express their views to the directors on the need for a re-calibration of Keisei’s approach to capital allocation and unlocking significant trapped value for the benefit of all stakeholders.

Full details of Palliser's presentation on unlocking and catalyzing growth at Keisei for the benefit of all stakeholders are available at link.

About Palliser Capital

Palliser Capital is a global multi-strategy fund. Our value-oriented investment philosophy is applied to a broad range of opportunities across 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 Capital is the eighth largest Keisei shareholder with a stake of 1.6%.