Both ISS and Glass Lewis Recommend Shareholders Vote AGAINST Keisei President Toshiya Kobayashi, Endorsing Palliser’s Call for Governance Reform

June 15, 2025 at 19:00 PM EDT

Unanimous ISS and Glass Lewis recommendation to vote AGAINST current President Kobayashi to hold him accountable for severe long-standing failures in governance and performance
ISS further recommend opposition to five other directors, including outside members of the Nomination / Compensation Committee
A compelling case for a governance overhaul to restore trust in management cited

Palliser Capital (“Palliser”), one of the largest shareholders of Keisei Electric Railway Co., Ltd. (9009 JT) (“Keisei” or the “Company”) with a shareholding over 4.5%, today welcomed the recommendations by ISS and Glass Lewis that shareholders vote AGAINST the re-election of current President Toshiya Kobayashi and other directors at the Company’s upcoming Annual General Meeting on June 27, 2025.

Both ISS and Glass Lewis echoed serious concerns with Keisei’s governance practices in their research reports, citing:

Lack of clarity in capital allocation strategy, particularly regarding its substantial stake in Oriental Land;
The decision to acquire a 0.46% stake in Aeon as another example of poor capital allocation;
Adjusted ROE under 5% - significantly short of peer median ROE and TSE guidelines;
Insufficient transparency in the nomination process for outside directors; and
Weak responsiveness to shareholder feedback, including the nearly one-third support for Palliser’s shareholder proposal at the 2024 AGM.

ISS concluded that “Palliser has made a compelling case that a governance overhaul at Keisei is necessary to restore trust in management”, while Glass Lewis concluded that withholding support for Toshiya Kobayashi would serve as a “measured signal to prompt meaningful improvements in Keisei's governance and transparency practices.”

James Smith, Founder and Chief Investment Officer of Palliser, commented:

“ISS and Glass Lewis’ recommendations validate our concerns and underscore the importance of holding leadership accountable. We urge shareholders to vote against current President Toshiya Kobayashi, outside directors Shotaro Tochigi, Misao Kikuchi, and Takako Amitani, and proposed new inside directors Kunihiko Yoshikawa and Takeshi Hashimoto.”

Full details relating to Palliser's ongoing engagement are available at KEISEI100.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 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 one of the largest Keisei shareholders with a stake in excess of 4.5%.