Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 3763
June 5, 2024
To Our Shareholders
Motoshi Suzuki, President, CEO
Pro-Ship Incorporated
3-8-5 Iidabashi, Chiyoda-ku, Tokyo
Sumitomo Fudosan Iidabashi ekimae Bldg.

Notice of Convocation of the 55th Annual General Meeting of Shareholders
We are pleased to announce the 55th Annual General Meeting of Shareholders of Pro-Ship Incorporated (the“Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items forwhich measures for providing information in electronic format are to be taken) in electronic format, and posts
this information on the Company’s website. Please access the website by using the internet address shown
below to review the information.
The Company’s website
https://www.proship.co.jp/ (in Japanese)(From the above website, select “English,” “Investor Relation,” and then “IR Information.”)In addition to posting items subject to measures for electronic provision on the Company’s website, theCompany also posts this information on the website of the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website above, enter “Pro-Ship” in “Issue name (company name)” or the Company’s
securities code “3763” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)
You may exercise your voting rights via the Internet or in writing. Please review the Reference Materials for the
General Meeting of Shareholders and refer to the “Guide on Exercising Voting Rights” (in Japanese only), andexercise your voting rights by no later than Wednesday, June 19, 2024 at 6:00 p.m.
1. Date and timeThursday, June 20, 2024 at 10:00 a.m.
(Reception starts at 9:00 a.m.)
2. Venue“Asuka” B1F Hyatt Regency Tokyo
2-7-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
3. Purpose of meeting
Matters to be reported
1. Business Report, Consolidated Financial Statements for the 55th term (April 1, 2023 to March 31, 2024),
and audit results of the Consolidated Financial Statements by the Financial Auditor and the Audit andSupervisory Committee
2. Non-consolidated Financial Statements for the 55th term (April 1, 2023 to March 31, 2024)-1-

Matters to be resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Four Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of One Director Who Is an Audit and Supervisory Committee Member
Proposal No. 4
Determination of Compensation for the Allocation of Restricted Shares to Directors(Excluding Directors Who Are Audit and Supervisory Committee Members and Outside
Directors)
Proposal No. 5
Determination of Compensation for the Allocation of Restricted Shares to Directors
Who Are Audit and Supervisory Committee Members
Proposal No. 6
Payment of Officer Bonuses
4. Matters prescribed for convocation
Please refer to the [Guide on Exercising Voting Rights] (in Japanese only).

◎ Pursuant to laws and regulations and the provisions of Article 18 of the Articles of Incorporation, among the items subject to measuresfor electronic provision, the following items are not included in the paper-based documents delivered to shareholders who haverequested delivery of such documents. Accordingly, the documents that are delivered to shareholders who have requested the deliveryof documents are part of the documents subject to auditing by the Audit and Supervisory Committee and the Financial Auditor when
preparing their respective audit reports.
 “Systems for Ensuring Proper Business Operations” and “Status of Operation of Systems for Ensuring Proper Business Operations”
in the Business Report
 “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated Financial
Statements
 “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements◎ If you are attending the Meeting in person, please submit the voting form to the reception desk upon arrival.
◎ If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the Company’s website and the TSE website.
◎ Please note that gifts are not provided to shareholders attending the Meeting in person.
◎ Please note that an informal gathering for shareholders will not be held.

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Reference Materials for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company views the return of profits to shareholders as one of the key issues. Our basic policy is to actively
return profits to shareholders while improving capital adequacy and profitability. In line with this policy, theCompany proposes to pay a year-end dividend for the current term as follows.
Matters concerning the proposed year-end dividend(1) Type of assets to be distributed to shareholders
Cash(2) Matters concerning the allocation of assets to be distributed to shareholders and the total amount thereof
The Company proposes to pay a cash dividend of ¥50 per common share.
The total amount of dividends to be paid will be ¥615,729,300.
(3) Effective date of dividend of surplus
June 21, 2024

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Proposal No. 2

Election of Four Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all five Directors (excluding Directors who are Audit and Supervisory Committee Members)
will expire at the conclusion of this meeting. In addition, Directors Norihiro Yamaguchi, Nansei Watanabe, and Koji
Oka will retire from office at the conclusion of this meeting.
Therefore, the Company proposes the election of four Directors (excluding Directors who are Audit and Supervisory
Committee Members). In addition, the Company has confirmed that the Audit and Supervisory Committee has no
particular opinion on this proposal.
Candidates for Director (excluding Directors who are Audit and Supervisory Committee Members) are as follows.
CandidateNo.

1

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1998
Joined the Company
Apr. 2007
Department Manager, 2nd Application
Development Department
Apr. 2009
Deputy General Manager, System Development
Division
June 2012
Director
Apr. 2014
General Manager, Solution Development
Division
Apr. 2017
General Manager, 3rd Development Division
Apr. 2018
General Manager, Solution Development
Division
Reelection
June 2021
Representative Director and Senior Vice
Motoshi Suzuki
48,800 shares
President(January 5, 1974)
CEO, Pro-Ship Frontier Incorporated (current
position)
June 2022
Representative Director and Executive Vice
President
Apr. 2023
Representative Director and Executive Vice
President, General Manager, 3rd Solution
Development Division, and General Manager,
Administration Division(current position)
Apr. 2024
President, CEO, General Manager, 2nd
Solution Development Division, and General
Manager, Administration Division[Reasons for nomination as candidate for Director]
Motoshi Suzuki has a track record, broad experience, etc. in making significant contributions, such as in strengthening
the development structure for the Company’s package system as General Manager of Solution Development Division of
the Company. Accordingly, the Company again judges that he is well qualified to serve as a Director.
Name(Date of birth)-4-

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 2006
Joined the Company
Apr. 2013
Department Manager, 1st Sales Department and
Department Manager, IFRS Promotion
Department
Apr. 2015
Deputy General Manager, FS Sales Division
Apr. 2018
Executive Officer, and Deputy General
Manager, System Sales Division
Reelection
Shunsuke Tatsumi
Apr. 2020
Department Manager, Rule Response
19,000 shares(October 3, 1981)
Promotion Department
Apr. 2021
General Manager, System Sales Division
June 2022
Director (current position)
Apr. 2023
Department Manager, Revised Lease
Accounting Solutions Promotion Department
Apr. 2024
Deputy General Manager, System Sales
Division (current position)[Reasons for nomination as candidate for Director]
Shunsuke Tatsumi has a track record, broad experience, etc. in making significant contributions in strengthening thesales structure for the Company’s package system and promoting solutions following the application of system reforms.
Accordingly, the Company again judges that he is well qualified to serve as a Director.
July 2006
Joined the Company
Apr. 2017
Department Manager, 3rd FS Department,
System Sales Division
New election
Apr. 2018
Deputy General Manager, System Sales
Kyohei Mizuno
Division
6,000 shares(April 20, 1981)
Apr. 2022
Executive Officer, and Deputy General
Manager, System Sales Division
Apr. 2024
General Manager, System Sales Division(current position)[Reasons for nomination as candidate for Director]
Kyohei Mizuno has a track record, broad experience, etc. in making significant contributions in strengthening the sales
structure for the Company’s social infrastructure package systems and expanding net sales. Accordingly, the Company
judges that he is well qualified to serve as a Director.
May 2007
Joined the Company
Apr. 2012
Department Manager, 3rd FS Development
New election
Department, System Development Division
Hiroyuki Ogino
7,000 shares
Apr. 2023
Deputy General Manager, 1st Solution(January 29, 1979)
Development Division
Apr. 2024
General Manager, 1st Solution Development
Division (current position)[Reasons for nomination as candidate for Director]
Hiroyuki Ogino has a track record, broad experience, etc. in making significant contributions, such as in strengthening
the development structure for the Company’s social infrastructure package systems as Department Manager of Solution
Development Department of the Company. Accordingly, the Company judges that he is well qualified to serve as a
Director.
There is no special interest between any of the candidates and the Company.

Candidate
No.

2

3

4

(Note)

Name(Date of birth)-5-

Proposal No. 3

Election of One Director Who Is an Audit and Supervisory Committee Member

Hiromasa Shimada, a Director who is an Audit and Supervisory Committee Member, will resign as Audit andSupervisory Committee Member at the conclusion of this meeting. Therefore, the Company proposes the election of
one Audit and Supervisory Committee Member.
In addition, the consent of the Audit and Supervisory Committee has been obtained for the submission of this proposal.
The candidate for Audit and Supervisory Committee Member is as follows.
Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1971
Joined KIMOTO Co., Ltd.
June 1974
Joined Yama Draft Co., Ltd.
New election
Jan. 1976
Joined LOTTERIA Co., Ltd.
Outside8,000 shares
Oct. 1976
Founded Music Shop Voice
Masamichi Nagakura
Apr. 1998
Founded Mobile Shop e-Mobile(January 1, 1949)
June 2019
Outside Director, Standing Audit andSupervisory Committee Member, the Company[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Although Masamichi Nagakura has not been directly involved in corporate management in a capacity other than as an
outside officer, he has extensive experience in business management, having founded his own businesses, and possesses
sufficient insight into supervising corporate management. Based on this, in addition to his experience as Outside
Director of the Company, the Company judges that he is well qualified to serve as an Outside Director.
(Notes) 1. There is no special interest between Masamichi Nagakura and the Company.
2. Masamichi Nagakura is a candidate for Outside Director.
3. Should the election of Masamichi Nagakura be approved, pursuant to Article 427, paragraph (1) of the Companies Act,
the Company plans to enter into an agreement with him to limit his liability for damages under Article 423, paragraph (1)of the same Act. The maximum amount of liability for damages under this agreement will be the minimum liability amountprovided for under Article 425, paragraph (1) of the same Act.
4. Masamichi Nagakura satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, andthe Company plans to designate him as an independent officer if his election is approved.
Name(Date of birth)-6-

Proposal No. 4

Determination of Compensation for the Allocation of Restricted Shares to Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

With regard to the amount of remuneration, etc. for the Company’s Directors (excluding Directors who are Audit andSupervisory Committee Members), it was approved at the 46th Annual General Meeting of Shareholders held on
June 25, 2015, that the annual remuneration, etc. shall be not more than ¥120 million (excluding employee salaries
of Directors who concurrently serve as employees).
Following consultation with the Nomination and Compensation Advisory Committee which primarily consists of
Outside Directors, the Company proposes the provision of common shares to Directors (excluding Directors who are
Audit and Supervisory Committee Members and Outside Directors; hereafter, “Target Directors”), subject to certaintransfer restriction periods and reasons for the acquisition without consideration thereof (hereafter, “Restricted
Shares”), to increase the morale of the Target Directors of the Company and their willingness to contribute toimprovements in the share price and the enhancement of corporate value by sharing with shareholders not only thebenefits of rising share prices but also the risks associated with falling share prices.
Therefore, in comprehensive consideration of contributions made by the Target Directors and other matters, theCompany proposes to set the total for monetary remuneration claims to be paid to the Target Directors as
remuneration related to Restricted Shares, separate to the amount of Director remuneration described above, at anannual amount of no more than ¥36 million. The allocation of Restricted Shares is determined by comprehensively
taking into consideration various matters, including the contribution level of the Target Director, and the ratio of the
maximum number of Restricted Shares to be allocated in each fiscal year as set forth in 2. below, in which the total
number of Restricted Shares issued is approximately 0.13% (the ratio of the maximum number of shares with arestriction on transfer to be issued over a 10-year period would be approximately 1.3%).
The number of current Target Directors is five. Should Proposal No. 2 be approved, the number of Target Directors
will be four.
Specific details on Restricted Shares for Target Directors and the maximum amount of Restricted Shares
1. Allocation of and payment for Restricted Shares
Pursuant to the resolution of the Board of Directors of the Company, the Company will pay monetary compensation
claims up to the aforesaid annual amount for Restricted Shares to Target Directors. In turn, Target Directors willtransfer all monetary remuneration claims provided by the Company as in-kind contributions and will receive anallotment of Restricted Shares.
The amount to be paid in per Restricted Share shall be determined by the Board of Directors based on the closing
price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately before
each date of resolution by the Board of Directors regarding the issuance or disposal of such (if there is no closing
price on such date, the closing price on the closest preceding trading day) or any other amount within the extent
that the amount will not be particularly advantageous to Target Directors who subscribe the Company’s Restricted
Shares.
The above monetary remuneration claims are provided on the condition that the Target Director consents to theabovementioned contribution in kind, and that the Target Director has entered into an agreement on allotment of
Restricted Shares including the content as prescribed in 3. below.
2. Total number of Restricted Shares
The total number of Restricted Shares allocated to Target Directors shall be to 20,000 shares, which shall be themaximum amount of Restricted Shares allocated each fiscal year.
However, the total number of Restricted Shares will be adjusted to a reasonable extent in the event of a stock split(including gratis allocation of common shares of the Company) or share consolidation of the Company’s commonshares, or under any other circumstances that arise on or after the resolution date of this proposal.
3. Contents of the agreement on allotment of Restricted Shares
The agreement on allotment of Restricted Shares entered into by the Target Director receiving the allotment of
Restricted Shares and the Company, pursuant to resolution by the Board of Directors, shall include the following:-7-

(1) Nature of restrictions on transfer
Target Directors who have received an allotment of Restricted Shares (hereafter the “Allotted Shares”) shall nottransfer, pledge, grant security interests, gift during their lifetime, or bequeath, to any third party, or otherwise
dispose of (hereafter “Transfer Restrictions”) Restricted Shares during the period from the date of allotment to
the date on which they resign or retire from their position as either a Director, Executive Officer, or employeeof the Company (hereafter the “Transfer Restriction Period”).
(2) Gratis acquisition of Restricted Shares
If a Target Director who received an allotment of Restricted Shares resigns or retires from his or her position asa Director, Executive Officer, or employee of the Company during the period starting on the day the Transfer
Restriction Period begins and ending on the day prior to day of the first annual general meeting of shareholdersof the Company thereafter, the Company will rightfully acquire the Allotted Shares without compensation,
unless there are extenuating circumstances that the Company’s Board of Directors deem reasonable.
If there are Allotted Shares for which the Transfer Restrictions have not been lifted pursuant to the provision set
forth in (3) below regarding grounds for lifting Transfer Restrictions at the time the Transfer Restriction Period
set forth in (1) above expires, the Company will rightfully acquire the stock without compensation.
(3) Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions on all of the Allotted Shares upon expiration of the Transfer
Restriction Period, on the condition that the Target Director who has received an allotment of Restricted Shares
has remained in the position of Director, Executive Officer or employee of the Company continuously from thedate the Transfer Restriction Period starts to the date of the first annual general meeting of shareholders
thereafter.
However, if the Target Director retires or resigns from the position of Director, Executive Officer or employeeof the Company at any time from the date the Transfer Restriction Period starts to the day before the date of thefirst annual general meeting of shareholders thereafter due to the reason the Board of Directors of the Company
deems justifiable, the Company shall rationally adjust the number of the Allotted Shares on which the Transfer
Restrictions are to be lifted, and the timing of lifting as needed.
(4) Treatment during reorganization, etc.
If, during the Transfer Restriction Period, matters concerning a merger agreement in which the Company
becomes the disappearing company, a share exchange agreement or a share transfer plan in which the Company
becomes a wholly owned subsidiary, or any other matter concerning organizational restructuring, etc., areapproved at a general meeting of shareholders (or by the Board of Directors in cases where approval at a general
meeting of shareholders is not required for the reorganization, etc.), the Company will, by resolution of theBoard of Directors, lift the Transfer Restrictions prior to the effective date of the organizational restructuring,etc., for the number of Allotted Stock that is reasonably determined based on the period from the date theTransfer Restriction Period starts to the date the organizational restructuring, etc., is approved.
In such cases, the Company will rightfully acquire the Allotted Shares without compensation to which Transfer
Restrictions still apply immediately preceding the effective date of the organizational restructuring following
the approval of said restructuring.
(Reference)
After the conclusion of this General Meeting of Shareholders, the Company plans to also allocate Restricted Shares
unlike the Restricted Shares described above to employees of the Company.

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Proposal No. 5

Determination of Compensation for the Allocation of Restricted Shares to Directors Who Are
Audit and Supervisory Committee Members

With regard to the amount of remuneration, etc. for the Company’s Directors who are Audit and Supervisory
Committee Members, it was approved at the 46th Annual General Meeting of Shareholders held on June 25, 2015,that the annual remuneration, etc. shall be not more than ¥20 million.
Following consultation with the Nomination and Compensation Advisory Committee which primarily consists of
Outside Directors, the Company proposes the provision of common shares to Directors who are Audit andSupervisory Committee Members, (hereafter, “Target Directors”), subject to certain transfer restriction periods andreasons for the acquisition without consideration thereof (hereafter, “Restricted Shares”), to provide incentives tocontinually increase the corporate value of the Company in a sustainable manner while promoting further value
sharing with shareholders.
Therefore, in comprehensive consideration of contributions made by the Target Directors and other matters, theCompany proposes to set the total for monetary remuneration claims to be paid to the Target Directors as
remuneration related to Restricted Shares, separate to the amount of Director remuneration described above, at anannual amount of no more than ¥6 million. The allocation of Restricted Shares is determined by comprehensively
taking into consideration various matters, including the contribution level of the Target Director, and the ratio of the
maximum number of Restricted Shares to be allocated in each fiscal year as set forth in 2. below, in which the total
number of Restricted Shares issued is approximately 0.02% (the ratio of the maximum number of shares with arestriction on transfer to be issued over a 10-year period would be approximately 0.2%).
There are currently three Target Directors (of which, three are Outside Directors).
Specific details on Restricted Shares for Target Directors and the maximum amount of Restricted Shares
1. Allocation of and payment for Restricted Shares
Pursuant to the discussion among Directors who are Audit and Supervisory Committee Members, the Company
will pay monetary compensation claims up to the aforesaid annual amount for Restricted Shares. In turn, Eligible
Directors will transfer all monetary remuneration claims provided by the Company as in-kind contributions andwill receive an allotment of restricted stock.
The amount to be paid in per Restricted Share shall be determined by the Board of Directors based on the closing
price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately before
each date of resolution by the Board of Directors regarding the issuance or disposal of such (if there is no closing
price on such date, the closing price on the closest preceding trading day) or any other amount within the extent
that the amount will not be particularly advantageous to Target Directors who subscribe the Company’s Restricted
Shares.
The above monetary remuneration claims are provided on the condition that the Target Director consents to theabovementioned contribution in kind, and that the Target Director has entered into an agreement on allotment of
Restricted Shares including the content as prescribed in 3. below.
2. Total number of Restricted Shares
The total number of Restricted Shares allocated to Target Directors shall be to 3,000 shares, which shall be themaximum amount of Restricted Shares allocated each fiscal year.
However, the total number of Restricted Shares will be adjusted to a reasonable extent in the event of a stock split(including gratis allocation of common shares of the Company) or share consolidation of the Company’s commonshares, or under any other circumstances that arise on or after the resolution date of this proposal.
3. Contents of the agreement on allotment of Restricted Shares
The agreement on allotment of Restricted Shares entered into by the Target Director receiving the allotment of
Restricted Shares and the Company, pursuant to resolution by the Board of Directors, shall include the following:(1) Nature of restrictions on transfer
Target Directors who have received an allotment of Restricted Shares (hereafter the “Allotted Shares”) shall nottransfer, pledge, grant security interests, gift during their lifetime, or bequeath, to any third party, or otherwise
dispose of (hereafter “Transfer Restrictions”) Restricted Shares during the period from the date of allotment to-9-the date on which they resign or retire from their position as either a Director, Executive Officer, or employeeof the Company (hereafter the “Transfer Restriction Period”).
(2) Gratis acquisition of Restricted Shares
If a Target Director who received an allotment of Restricted Shares resigns or retires from his or her position asa Director, Executive Officer, or employee of the Company during the period starting on the day the Transfer
Restriction Period begins and ending on the day prior to day of the first annual general meeting of shareholdersof the Company thereafter, the Company will rightfully acquire the Allotted Shares without compensation,
unless there are extenuating circumstances that the Company’s Board of Directors deem reasonable.
If there are Allotted Shares for which the Transfer Restrictions have not been lifted pursuant to the provision set
forth in (3) below regarding grounds for lifting Transfer Restrictions at the time the Transfer Restriction Period
set forth in (1) above expires, the Company will rightfully acquire the stock without compensation.
(3) Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions on all of the Allotted Shares upon expiration of the Transfer
Restriction Period, on the condition that the Target Director who has received an allotment of Restricted Shares
has remained in the position of Director, Executive Officer or employee of the Company continuously from thedate the Transfer Restriction Period starts to the date of the first annual general meeting of shareholders
thereafter.
However, if the Target Director retires or resigns from the position of Director, Executive Officer or employeeof the Company at any time from the date the Transfer Restriction Period starts to the day before the date of thefirst annual general meeting of shareholders thereafter due to the reason the Board of Directors of the Company
deems justifiable, the Company shall rationally adjust the number of the Allotted Shares on which the Transfer
Restrictions are to be lifted, and the timing of lifting as needed.
(4) Treatment during reorganization, etc.
If, during the Transfer Restriction Period, matters concerning a merger agreement in which the Company
becomes the disappearing company, a share exchange agreement or a share transfer plan in which the Company
becomes a wholly owned subsidiary, or any other matter concerning organizational restructuring, etc., areapproved at a general meeting of shareholders (or by the Board of Directors in cases where approval at a general
meeting of shareholders is not required for the reorganization, etc.), the Company will, by resolution of theBoard of Directors, lift the Transfer Restrictions prior to the effective date of the organizational restructuring,etc., for the number of Allotted Stock that is reasonably determined based on the period from the date theTransfer Restriction Period starts to the date the organizational restructuring, etc., is approved.
In such cases, the Company will rightfully acquire the Allotted Shares without compensation to which Transfer
Restrictions still apply immediately preceding the effective date of the organizational restructuring following
the approval of said restructuring.

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Proposal No. 6

Payment of Officer Bonuses

As of the end of the current fiscal year, the Company plans to distribute a total of ¥35,450,000 in officer bonuses,
considering the traditional payment amounts and the performance of the current fiscal year. This total includes¥33,500,000 for five Directors (excluding those who are Audit and Supervisory Committee Members) and¥1,950,000 for three Directors who are Audit and Supervisory Committee Members (including ¥1,950,000 for
Outside Directors).
This proposal has been determined by the Board of Directors following comprehensive consideration of theCompany’s performance and the achievements of each Director, and deliberation by the Nomination andCompensation Advisory Committee. Accordingly, the Company considers this proposal justifiable.

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