THIS WEBSITE AND THE INFORMATION CONTAINED HEREIN (COLLECTIVELY REFERRED TO AS THE “WEBSITE") HAVE BEEN PREPARED BY PALLISER CAPITAL (UK) LTD (“PALLISER UK”), WHICH IS AUTHORISED AND REGULATED BY THE UNITED KINGDOM’S FINANCIAL CONDUCT AUTHORITY (“FCA”), AND ARE PREPARED SOLELY FOR THE FREE EXCHANGE OF VIEWS BETWEEN PALLISER (AS DEFINED BELOW) AND THE USER OF THIS WEBSITE REGARDING THE AGENDA AND PROPOSAL SUBMITTED TO KEISEI ELECTRIC RAILWAY CO., LTD. (THE “COMPANY”) BY PALLISER CAPITAL MASTER FUND LTD. AS A SHAREHOLDER OF THE COMPANY IN RESPECT OF THE 181ST ORDINARY GENERAL MEETING OF SHAREHOLDERS (THE “AGM”).
THIS WEBSITE AND ANY RELATED DISCUSSION IS NOT AIMED AT ENTERING INTO ANY AGREEMENT BETWEEN PALLISER AND THE USER OF THIS WEBSITE ON VOTING FOR THE PROPOSAL AT THE AGM OR OTHERWISE EXERCISING SHAREHOLDERS’ RIGHTS. PALLISER DOES NOT SEEK ANY SUCH AGREEMENT OR COMMITMENT OF THE USER OF THIS WEBSITE, REGARDLESS OF WHETHER YOU EXPRESS TO US YOUR INTENTION TO VOTE FOR THE PROPOSAL. YOU SHALL RETAIN AND EXERCISE DISCRETION TO VOTE IN ANY MANNER OR NOT TO VOTE AS DETERMINED BY YOU IN YOUR SOLE DISCRETION. THIS WEBSITE IS NOT FOR OUR SOLICITATION OF YOUR PROXY IN CONNECTION WITH THE PROPOSAL.
NOTHING WITHIN THE WEBSITE PROMOTES, OR IS INTENDED TO PROMOTE, AND MAY NOT BE CONSTRUED AS PROMOTING, ANY FUNDS ADVISED DIRECTLY OR INDIRECTLY BY PALLISER UK (THE “PALLISER FUNDS”).
THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF PALLISER UK AND ITS AFFILIATES (COLLECTIVELY, “PALLISER”) AS OF THE DATE HEREOF. PALLISER RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AND FOR ANY REASON AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO CORRECT, UPDATE OR REVISE THE INFORMATION CONTAINED HEREIN OR TO OTHERWISE PROVIDE ANY ADDITIONAL MATERIALS.
THE WEBSITE IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE (A) AN OFFER OR INVITATION TO BUY OR SELL, OR A SOLICITATION OF AN OFFER TO BUY OR SELL OR TO OTHERWISE ENGAGE IN ANY INVESTMENT BUSINESS OR PROVIDE OR RECEIVE ANY INVESTMENT SERVICES IN RESPECT OF, ANY SECURITY OR OTHER FINANCIAL INSTRUMENT AND NO LEGAL RELATIONS SHALL BE CREATED BY ITS ISSUE, (B) A “FINANCIAL PROMOTION” FOR THE PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE U.K. (AS AMENDED), (C) “INVESTMENT ADVICE” AS DEFINED BY THE U.K. FCA’S HANDBOOK OF RULES AND GUIDANCE (“FCA HANDBOOK”), (D) “INVESTMENT RESEARCH” AS DEFINED BY THE FCA HANDBOOK, (E) AN “INVESTMENT RECOMMENDATION” AS DEFINED BY REGULATION (EU) 596/2014 AND BY REGULATION (EU) 596/2014 AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“EUWA 2018”) INCLUDING AS AMENDED BY REGULATIONS ISSUED UNDER SECTION 8 OF EUWA 2018, (F) ANY ACTION CONSTITUTING “INVESTMENT ADVISORY AND AGENCY BUSINESS” AS DEFINED IN ARTICLE 28, PARAGRAPH 3 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (THE “FIEL”), OR (G) ANY ACTION CONSTITUTING “INVESTMENT MANAGEMENT BUSINESS” AS DEFINED IN ARTICLE 28, PARAGRAPH 4 OF THE FIEL. NO INFORMATION CONTAINED HEREIN SHOULD BE CONSTRUED AS A RECOMMENDATION BY PALLISER. THE WEBSITE IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR SUGGEST AN INVESTMENT STRATEGY. THE WEBSITE IS NOT (AND MAY NOT BE CONSTRUED TO BE) LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER ADVICE.
ALL OF THE INFORMATION CONTAINED HEREIN IS BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO THE COMPANY AND ANY OTHER COMPANY MENTIONED HEREIN, INCLUDING PUBLIC FILINGS AND DISCLOSURES MADE BY THE COMPANY AND OTHER SOURCES, AS WELL AS PALLISER’S ANALYSIS OF SUCH PUBLICLY AVAILABLE INFORMATION. ANY AND ALL MARKET DATA CONTAINED OR REFERRED TO HEREIN IS AS OF CLOSE OF TRADING ON THE TOKYO STOCK EXCHANGE ON 31st May 2024 UNLESS OTHERWISE STATED. PALLISER HAS RELIED UPON AND ASSUMED, WITHOUT INDEPENDENT VERIFICATION, THE ACCURACY AND COMPLETENESS OF ALL DATA AND INFORMATION AVAILABLE FROM PUBLIC SOURCES, AND NO REPRESENTATION OR WARRANTY IS MADE THAT ANY SUCH DATA OR INFORMATION IS ACCURATE. PALLISER RECOGNIZES THAT THE COMPANY MAY POSSESS CONFIDENTIAL OR OTHERWISE NON-PUBLIC INFORMATION THAT COULD LEAD IT TO DISAGREE WITH PALLISER’S VIEWS AND/OR CONCLUSIONS AND THAT COULD ALTER THE OPINIONS OF PALLISER WERE SUCH INFORMATION KNOWN.
NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS GIVEN AND NO RESPONSIBILITY OR LIABILITY OR DUTY OF CARE IS OR WILL BE ACCEPTED BY PALLISER, THE PALLISER FUNDS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR ADVISERS (EACH A “PALLISER PERSON”) CONCERNING: (I) THE WEBSITE AND ITS CONTENTS, INCLUDING WHETHER THE INFORMATION AND OPINIONS CONTAINED HEREIN ARE ACCURATE, FAIR, COMPLETE OR CURRENT; (II) THE PROVISION OF ANY FURTHER INFORMATION, WHETHER BY WAY OF UPDATE TO THE INFORMATION AND OPINIONS CONTAINED IN THE WEBSITE OR OTHERWISE TO THE RECIPIENT AFTER THE DATE OF THE WEBSITE; OR (III) THAT PALLISER’S OR THE PALLISER FUNDS’ INVESTMENT PROCESSES OR INVESTMENT OBJECTIVES WILL OR ARE LIKELY TO BE ACHIEVED OR SUCCESSFUL OR THAT PALLISER’S OR THE PALLISER FUNDS’ INVESTMENTS WILL MAKE ANY PROFIT OR WILL NOT SUSTAIN LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE PALLISER PERSONS WILL BE RESPONSIBLE FOR ANY LOSSES, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS, DAMAGES, COSTS, CLAIMS OR EXPENSES RELATING TO OR ARISING FROM THE RECIPIENT’S OR ANY PERSON’S RELIANCE ON THE WEBSITE.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE INFORMATION AND OPINIONS INCLUDED IN THE WEBSITE CONSTITUTE FORWARD-LOOKING STATEMENTS, INCLUDING ESTIMATES AND PROJECTIONS PREPARED WITH RESPECT TO, AMONG OTHER THINGS, THE COMPANY’S ANTICIPATED OPERATING PERFORMANCE, THE VALUE OF THE COMPANY’S SECURITIES, DEBT OR ANY RELATED FINANCIAL INSTRUMENTS THAT ARE BASED UPON OR RELATE TO THE VALUE OF SECURITIES OF THE COMPANY (COLLECTIVELY, “COMPANY SECURITIES”), GENERAL ECONOMIC AND MARKET CONDITIONS AND OTHER FUTURE EVENTS. YOU SHOULD BE AWARE THAT ALL FORWARD-LOOKING STATEMENTS, ESTIMATES AND PROJECTIONS ARE INHERENTLY UNCERTAIN AND SUBJECT TO SIGNIFICANT ECONOMIC, COMPETITIVE, AND OTHER UNCERTAINTIES AND CONTINGENCIES AND HAVE BEEN INCLUDED SOLELY FOR ILLUSTRATIVE PURPOSES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE ESTIMATES, PROJECTIONS OR ASSUMPTIONS CONTAINED HEREIN DUE TO REASONS THAT MAY OR MAY NOT BE FORESEEABLE.
THE PALLISER FUNDS MAY HAVE A DIRECT OR INDIRECT INVESTMENT IN THE COMPANY. PALLISER THEREFORE HAS A FINANCIAL INTEREST IN THE PROFITABILITY OF THE PALLISER FUNDS’ POSITIONS IN THE COMPANY. ACCORDINGLY PALLISER MAY HAVE CONFLICTS OF INTEREST AND THIS WEBSITE SHOULD NOT BE REGARDED AS IMPARTIAL. NOTHING IN THIS WEBSITE SHOULD BE TAKEN AS ANY INDICATION OF PALLISER’S OR THE PALLISER FUNDS’ CURRENT OR FUTURE TRADING OR VOTING INTENTIONS WHICH MAY CHANGE AT ANY TIME. PALLISER MAY FROM TIME TO TIME (IN THE OPEN MARKET OR IN PRIVATE TRANSACTIONS, INCLUDING SINCE THE INCEPTION OF THE PALLISER FUNDS’ POSITION) ACTIVELY TRADE IN ANY SECURITIES (INCLUDING COMPANY SECURITIES) TO ANY DEGREE IN ANY MANNER PERMITTED BY LAW AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO NOTIFY OTHERS OF ANY SUCH CHANGES.
