Fir Tree Comments on JR Kyushu Official Annual Meeting Results

NEW YORK & TOKYO--()--Fir Tree Partners ("Fir Tree"), manager of certain funds that reported collective beneficial ownership of approximately 6.1% of the outstanding shares of Kyushu Railway Company ("JR Kyushu" or the “Company") (TSE ticker 9142), today commented on the official voting results from JR Kyushu’s Annual General Meeting held on June 21, 2019.

Aaron Stern, Managing Director and Partner at Fir Tree issued the following statement:

“We are highly encouraged by the significant number of shareholders who supported our proposals, including our director candidates, at JR Kyushu’s Annual General Meeting. In particular, we thank all shareholders who supported one or more of our proposals, as well as those who issued public statements in favor of our proposals.

Through friendly and collaborative engagement, we have achieved positive changes that were ratified at the Annual General Meeting. Specifically, as a result of our proposals, JR Kyushu adopted a performance-based stock compensation plan for senior management and directors, added two new independent Board members, established a Nomination and Compensation Advisory Committee and increased the dividend.

At the same time, it is clear that many shareholders would like to see further improvements in capital structure, governance and disclosure as over 40% voted in favor of two of our director nominees and over 34% voted in favor of a share buyback. The meaningful share price decline immediately after the rejection of our proposals demonstrates that shareholders expect more. JR Kyushu management now has the opportunity to respect the will of a substantial number of shareholders that supported a share buyback and an increase in the Company’s total payout ratio.

As one of the largest shareholders of JR Kyushu, Fir Tree intends to continue to hold this investment over the long-term, as we see material upside in the Company’s shares. Going forward, we plan to continue our engagement with the Company and other shareholders as we work to enhance value for all stakeholders through an improved capital structure, better governance and increased disclosure.”

About Fir Tree Partners

Fir Tree Partners, founded in 1994 and located in New York City (HQ) and Miami, is a value-oriented investment manager that invests on behalf of endowments, charitable and philanthropic foundations, pension funds and other institutional and private investors. The firm has successfully applied its opportunistic approach across a wide array of asset classes, industries and geographies, including in Japan where it has been actively investing for nearly a decade. Fir Tree Partners has adopted Japan's Stewardship Code.

Contacts

In Japan
Dan Underwood
Ashton Consulting
+81 3 5425-7220
FTPR@ashton.jp

In the U.S.
Sloane & Company
Dan Zacchei / Joe Germani
+1 (212) 486-9500
dzachei@sloanepr.com / jgermani@sloanepr.com

Contacts

In Japan
Dan Underwood
Ashton Consulting
+81 3 5425-7220
FTPR@ashton.jp

In the U.S.
Sloane & Company
Dan Zacchei / Joe Germani
+1 (212) 486-9500
dzachei@sloanepr.com / jgermani@sloanepr.com