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Share Issuance and Disposal3763Pro-Ship IncorporatedInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 113,300 treasury shares as restricted stock compensation for its directors and employees. The recipients are 8 directors and 263 employees, and the payment date is 3 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much113,300Shares

113,300 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 6,800 shares
Directors of the Company who are Audit and Supervisory Committee members3 / 300 shares
Employees of the Company263 people / 106,200 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,810 per share
Total issue value

¥205,073,000

Amount of funds to be raised
Total payment amount: ¥205,073,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥205,073,000. The limits on compensation claims for the eligible directors are ¥36,000 thousand per year for directors excluding directors who are Audit & Supervisory Committee members and outside directors, and ¥6,000 thousand per year for directors who are Audit & Supervisory Committee members.
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
Restricted Shares I: From 3 August 2026 until the date on which the relevant recipient ceases to hold any position as a director, executive officer or employee of the Company. Restricted Shares II: From 3 August 2026 through 2 August 2031.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds any position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after the start of each transfer restriction period, all transfer restrictions on the shares held at the end of the relevant period will be lifted. If the recipient ceases to hold such position or leaves the Company for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
If the recipient ceases to hold the relevant position or leaves the Company without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders held after the start of each transfer restriction period. If any shares remain subject to transfer restrictions when the relevant transfer restriction period expires. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 6,800 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 300 shares, Category Employees of the Company / Number of Employees 263 people / Number of allocated shares 106,200 shares
Intended allottee's holding policy
The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the transfer restriction period, the shares may not be transferred, pledged, subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way.
Payment date
3 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 9 July 2026, ¥1,810. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 55th Annual General Meeting of Shareholders held on 20 June 2024, approval was obtained for the restricted stock compensation plan, including the aggregate amount of compensation claims and the maximum number of shares. This disposal was approved by a resolution of the Board of Directors and through consultation among the directors who are Audit & Supervisory Committee members.
Impact on Business Performance
No information is provided regarding the impact of this matter on financial performance.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of113,300 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,810 per share
Total issue value¥205,073,000
Amount of funds to be raisedTotal payment amount: ¥205,073,000; estimated net proceeds: Not disclosed
Payment date3 August 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 6,800 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 300 shares, Category Employees of the Company / Number of Employees 263 people / Number of Shares 106,200 shares
Intended allottee's holding policyThe shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the transfer restriction period, the shares may not be transferred, pledged, subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 9 July 2026, ¥1,810. No discount or premium rate is stated.
Transfer restriction periodRestricted Shares I: From 3 August 2026 until the date on which the relevant recipient ceases to hold any position as a director, executive officer or employee of the Company. Restricted Shares II: From 3 August 2026 through 2 August 2031.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds any position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after the start of each transfer restriction period, all transfer restrictions on the shares held at the end of the relevant period will be lifted. If the recipient ceases to hold such position or leaves the Company for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationIf the recipient ceases to hold the relevant position or leaves the Company without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders held after the start of each transfer restriction period. If any shares remain subject to transfer restrictions when the relevant transfer restriction period expires. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 6,800 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 300 shares, Category Employees of the Company / Number of Employees 263 people / Number of allocated shares 106,200 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥205,073,000. The limits on compensation claims for the eligible directors are ¥36,000 thousand per year for directors excluding directors who are Audit & Supervisory Committee members and outside directors, and ¥6,000 thousand per year for directors who are Audit & Supervisory Committee members.
Procedures under the Corporate Code of ConductAt the 55th Annual General Meeting of Shareholders held on 20 June 2024, approval was obtained for the restricted stock compensation plan, including the aggregate amount of compensation claims and the maximum number of shares. This disposal was approved by a resolution of the Board of Directors and through consultation among the directors who are Audit & Supervisory Committee members.
Impact on Business PerformanceNo information is provided regarding the impact of this matter on financial performance.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide an incentive for the sustained enhancement of corporate value and further promote value sharing with shareholders. For directors, to share with shareholders the benefits and risks of share price fluctuations and increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Pro-Ship Incorporated (3763) timely disclosure | Komori