The Pacific Shipping (02343) and Topway have entered into a shareholder agreement.

Pacific Shipping (02343) announced on February 16, 2026 that the company, Topway Group Limited (Topway), and Caravel Maritime Ventures Inc. (together with Topway, collectively referred to as "Topway Parties") have entered into a shareholder agreement regarding Topway's investment in the company. In the shareholder agreement, the Topway Parties and the company acknowledge and confirm the core values of the company as follows: ensuring that the overall strategy and decision-making direction of the group are geared towards creating sustainable growth and maximizing shareholder returns in the long run; the board of directors and the management of the group operate independently, with all decisions based on consensus to serve the best interests of the company and all shareholders. No single shareholder or group of shareholders is allowed to exercise control over the board or the management of the group; and the group is committed to promoting international trade and adopting strategies to enter the most global markets at the lowest cost and/or restriction, thereby optimizing vessel utilization rates and delivering sustained performance above the market to enhance long-term value for the company's shareholders. The shareholder agreement also includes agreements on the following matters: (1) during the term of office of a director appointed by the Topway Parties to the board (Topway Director) and for a period of three months after the departure of the Topway Director from the board, the total equity held by the Topway Parties and their representatives (Topway Representatives) in the company's securities shall not exceed the higher of 23.0% of the company's issued shares from time to time; or the number of shares represented by the equity held by the Topway Representatives in the company's securities reaching 23.0% for the first time. Topway Representatives are also prohibited from entering into any arrangement with any other person to consolidate their total equity holdings above the mentioned threshold; (2) during the relevant period, Topway Representatives (including any Topway Directors) are not allowed to make or support any takeover offer for the company, or any disputes involving the appointment of representatives to the board or management, except for accepting or voting in favor of a takeover offer proposed by an independent third party; and (3) if a member company of the Topway Group holds at least 10.0% of the shares, the Topway Parties may nominate a non-executive director to join the board; if a member company of the Topway Group holds at least 15.0% of the shares, two non-executive directors may be nominated to join the board. Any appointment must comply with the company's constitutional documents and the Hong Kong Stock Exchange Listing Rules. The shareholder agreement establishes a framework to regulate the relationship between the company and Topway (as the company's major shareholder and largest single shareholder), aiming to support the company in continuing to operate globally as an independent shipping company and laying the foundation for constructive cooperation between the group and Topway. The board believes that the terms of the shareholder agreement are fair and reasonable, and are in the overall interest of the company's shareholders.