This document is a partial English translation of the original Japanese version and is prepared solely forreference purposes and the convenience of foreign shareholders. In the event of any discrepancy between
this translation and the Japanese original, the latter shall prevail.

Securities Code: 6395
June 3, 2019

To Shareholders with Voting Rights:
Koichi Tadano
Representative Director, President and CEO
TADANO LTD.
Ko-34 Shinden-cho, Takamatsu, Kagawa

Notice of Convocation of
71 Ordinary General Meeting of Shareholders
stPlease be advised that the 71st Ordinary General Meeting of Shareholders of TADANO LTD. (hereinafter“the Company”) will be held as follows. Your attendance at the meeting is cordially requested.
If you are unable to attend the meeting on the day, you may exercise your voting rights by sending a ballot
form via mail, or via the Internet, etc. However, please note that the deadline for exercising your voting
rights in this case is 5:25 p.m., Monday, June 24, 2019. Please also review the attached Reference
Documents for Shareholders Meeting before making your decisions in accordance with “Instructions for
Exercise of Voting Rights” (page 3 and 4).
1. Date and Time: Tuesday, June 25, 2019, 10:00 a.m. (Reception starts at 9:00 a.m.)
2. Place: Seto Hall, Annex 2F, Takamatsu International Hotel
2191-1 Kita-cho, Takamatsu City, Kagawa, Japan
3. Purpose of Meeting
Items to Be Reported:(1)

Business report, consolidated financial statements, independent auditor’s audit report, andAudit and Supervisory Board’s audit report on consolidated financial statements for the
71st term (from April 1, 2018 to March 31, 2019)(2)

Financial statements for the 71st term (from April 1, 2018 to March 31, 2019)

Items to Be Resolved:
1) Appropriation of retained earnings
2) Election of seven Directors-1-

4. Other Important Matters Related to the Convocation(1) If you do not indicate your approval or disapproval of the proposal(s) using the ballot form, you are
regarded as having approved the proposal(s).
(2) If you cannot attend the meeting, another shareholder with voting rights can act as a proxy for you at
the meeting. In this situation, however, the said proxy must submit to the Company a written
document certifying the right to serve as proxy.

◎ When you attend the meeting, please present the enclosed ballot form at the day to the reception desk.
◎ We will be in business casual (Coolbiz) at the meeting, and we would appreciate it if you could attend
the meeting wearing light clothing as well.
◎ Of documents that are required to be attached to the notice of this convocation, the following items
are available online via our website (http://www.tadano.co.jp/), and are excluded from this notice inaccordance with legal provisions and Article 14 of the Company’s articles of incorporation.
(1) Business report: System for ensuring appropriate business operations and the status of its
operation(2) Business report: Basic policy on corporate governance(3) Consolidated financial statements: Consolidated statement of changes in equity and notes toconsolidated financial statements(4) Non-consolidated financial statements: Non-consolidated statement of changes in equity andnotes to non-consolidated financial statements
Accordingly, the documents provided along with this notice are part of the consolidated financial
statements or non-consolidated financial statements audited by independent auditors when preparing
their audit report, and are also part of the business report, consolidated financial statements or nonconsolidated financial statements audited by the Audit and Supervisory Board and its members when
preparing their audit report.
◎ Please note that if any revisions are made to the contents of the business report, consolidated financial
statements and non-consolidated financial statements, and reference documents for the Shareholders
Meeting, the revised contents will be made available online via our website(http://www.tadano.co.jp/).

-2-

Instructions for Exercise of Voting Rights
You may exercise your voting rights at the Ordinary General Meeting of Shareholders by any of themethods described below.
Voting by Attending the Ordinary General Meeting of Shareholders
When you attend the meeting, please present the enclosed ballot form at the day to the reception desk.
(If you attend the meeting, you do not need to take procedures for exercising your voting rights bysending the ballot form via mail, or via the Internet, etc.)
Date and time of the meeting: Tuesday, June 25, 2019, 10:00 a.m.
Voting by Mail
Please indicate your approval or disapproval of the proposals using the enclosed ballot form and send it
back to us without a stamp.
Deadline for exercising voting rights: 5:25 p.m., Monday, June 24, 2019
Voting via the Internet
Please access the website for exercising voting rights (https://soukai.mizuho-tb.co.jp/), input the “codefor exercising voting rights” and “password” displayed on the enclosed ballot form, and follow the
instructions on the screen to enter your approval or disapproval of the proposals.
Deadline for exercising voting rights: 5:25 p.m., Monday, June 24, 2019
For detail information, please check the “Instructions for Exercise of Voting Rights via the Internet” on
the next page.
Contact
For any inquiries, please contact the Stock Transfer Agency Department of Mizuho Trust & Banking Co.,
Ltd., the Company’s shareholder registry administrator (see below).
Inquiries about how to use the website for exercising voting rights
Toll-free number: 0120-768-524 (Weekdays: 9:00 – 21:00)<For institutional investors>
In addition to the means of exercising voting rights via the Internet, institutional investors may exercise
their voting rights via the Electronic Voting System Platform operated by ICJ, Inc., only if theapplications for use of the platform are filed in advance.

-3-Instructions for Exercise of Voting Rights via the Internet
1. Exercise of voting rights via the Internet(1) You may exercise your voting rights via the Company’s designated “website for exercising voting
rights” (see link below), instead of in writing. If you wish to do so, please login to the website, input
the code for exercising voting rights and your password displayed on the right side of the enclosed
ballot form, and then follow the instructions on the screen. To ensure security, you will need to change
your password upon initial login.
Please also note that the website for exercising voting rights is not accessible via mobile phones.

https://soukai.mizuho-tb.co.jp/(2) The deadline for exercising voting rights is 5:25 p.m., Monday, June 24, 2019. Please finish entering
your votes by the said time. Voting ahead of time is greatly appreciated.
(3) If you exercise your voting rights both in writing and via the internet, only your votes exercised via theinternet will be considered valid. If you exercise your voting rights more than once, only the final
exercise of your voting rights will be considered valid.
(4) Your password (including your changed password) will be valid for this General Meeting of
Shareholders only. A new password will be issued for the next General Meeting of Shareholders.
(5) Shareholders are requested to gain internet access at their own expense.
(Important)
The password is a means of confirming that the voter is qualified to vote. The Company will neverask for your password.
If you enter the wrong password more than a certain number of times, your password will be locked
and become unusable. If this happens, please follow the instructions on the screen to unlock yourpassword.
The website for exercising voting rights is designed to be compatible with general devices with aninternet connection. However, the website may not be compatible with some devices.

-4-

Reference Documents for Shareholders Meeting

Proposals and Reference Matters
Proposal 1: Appropriation of retained earnings
To continuously offer stable returns to shareholders, the Company determines the amount of retained
earnings to appropriate by thoroughly considering factors such as financial strength, consolidated
performance and dividend payout ratios.
The Company will work for sustainable growth and corporate value improvement by appropriatinginternal reserves for capital investment, investments and loans etc., in order to become a manufacturer
with four synergistic strengths: product competitiveness, product quality, service capability (including
parts), and used crane value.
Outlined below is the Company’s proposed year-end dividend for the current fiscal year, set inconsideration of the current year’s performance and future management environment.
Matters regarding year-end dividend(1) Dividend type
Cash dividends(2) Per-share dividend amount and total amount of dividends
13 yen per common share of the Company
1,646,193,185 yen in total
It should be noted that the Company’s annual dividend for the current fiscal year will be 26
yen per share, the same amount as that of the previous fiscal year which includes an interim
dividend of 13 yen.
(3) Effective date of dividend payment
Wednesday, June 26, 2019-5-

Proposal 2: Election of seven Directors
The office term of all incumbent Directors shall expire at the close of this Shareholders Meeting.
Accordingly, it is proposed that the following seven Directors be elected, an increase of one Director,
in order to reinforce the Company’s management system.
In selecting the candidates for Directors, in order to ensure the fairness and transparency, the Board of
Directors consulted with the Nominating and Compensation Committee, more than half members ofwhich are Outside Directors and Outside Audit and Supervisory Board Members before deciding thecandidates for Directors.
The candidates for Directors are as follows:
CandidatenumberCurrent position and responsibilities at theCompanyName

1

Koichi Tadano[Reappointment]

2

Tadashi Suzuki[Reappointment]

3

Tamaki Okuyama[Reappointment]

4

Yoichiro Nishi[Reappointment]

5

Yasuyuki Yoshida6

Toshiaki Ujiie

7

Yoshinori Noguchi

Representative Director, President andCEO, and Head of Planning &Administration Division/ICT
Division/Technical Research Division
Representative Director, Executive
Vice President and Head of Sales
Administration Division/Customer
Support Division/Domestic Sales
Division/International Sales
Division/European Operations/North
American Operations/ Southeast Asia
Operations/Used Crane Division
Director, Senior Executive Officer andHead of R&D Division/SVE Division/Thai Operations
Director, Executive Officer and Headof Production Division/Procurement
Division/Quality & Safety Assurance
Division /Chinese Operations[Reappointment][Outside Director] Director[Independent Director][New candidate]

Adviser in charge of Planning and
Administration Division[New candidate][Outside Director] Adviser[Independent Director][Reappointment]: Candidate for reappointment as Director.
[New candidate]: Candidate for new Director.
[Outside Director]: Candidate for Outside Director[Independent Director]: Independent Director in accordance with the rules of the Tokyo Stock Exchange-6-

Attendance at the Board of
Directors’ meetings

19 times/19 times(100%)

19 times/19 times(100%)

18 times/19 times(95%)
19 times/19 times(100%)
19 times/19 times(100%)--

Candidate
No.

Name
(Date of birth)

Koichi Tadano(July 3, 1954)(Reappointment)

1

Status ofattendance at theBoard of Directors’
meetings:
19 times /19 times(100%)

Employment History, Position, Duty, and Important Concurrent Responsibilities
April 1977:
June 1988:
June 1991:
January 1997:
June 1997:
April 1999:
April 2001:
April 2002:
June 2003:
April 2017:

Joined Marubeni Corporation
Joined TADANO LTD.
General Manager of President’s OfficeDirector and President of FAUN GmbH (currently TADANO
FAUN GmbH)
Director
Director and Executive Officer
Director and Senior Executive Officer
Representative Director and Senior Executive Officer
Representative Director and President and CEO
Representative Director, President and CEO, and Head ofPlanning & Administration Division/ICT Division/TechnicalResearch Division (current position)

Shares of
the Company
Owned

280,400[Significant concurrent positions]
Chairman of Tadano Scholarship Foundation[Reasons for nomination as a candidate for Director]
Since Mr. Koichi Tadano had assumed the office of Representative Director, President and CEO of theCompany, he has contributed to the long term growth of the Group, by leveraging the wealth ofexperience he had acquired in the past, and has shown strong leadership by playing a pivotal role inmanagement. Mr. Tadano is expected to fulfill an important role in leading the Group to further growth,and is therefore nominated as a candidate for Director.
April 1976:
April 1997:
July 1997:
April 1999:
June 2001:
April 2002:
June 2003:
April 2015:
April 2017:

2

Joined Sumitomo Corporation
Joined TADANO LTD.
Tadashi Suzuki
General Manager of International Operation Division(January 5, 1953)
Officer
Director and Officer(Reappointment)
Director and Executive Officer
Director and Senior Executive Officer
Status of
Director and Executive Vice President
attendance at theRepresentative Director, Executive Vice President and Head ofBoard of Directors’
Sales Administration Division/Customer Support
meetings:
Division/Domestic Sales Division/International Sales
19 times /19 times
Division/European Operations/North American Operations/(100%)Southeast Asia Operations/Used Crane Division (current
position)[Reasons for nomination as a candidate for Director]
Mr. Tadashi Suzuki is responsible for overseeing various divisions, including the Company’s
international operations, sales and customer support, and with abundant knowledge and depthful insight
towards management strategies in general, he has contributed to the long term growth of the Group.
Mr. Suzuki is expected to fulfill an important role in leading the Group to further growth, and istherefore nominated as a candidate for Director.

-7-122,200

Candidate
No.

Name
(Date of birth)
Tamaki Okuyama(May10, 1954)(Reappointment)

3

4

5

Employment History, Position, Duty, and Important Concurrent Responsibilities
April 1980:
October 2000:
January 2004:
April 2008:
April 2011:
June 2011:
April 2017:

Joined TADANO LTD.
General Manager of Design I Division
Director of FAUN GmbH (currently TADANO FAUN GmbH)
Officer
Executive Officer
Director and Executive Officer
Director, Senior Executive Officer and Head of R&D
Division/SVE Division /Thai Operations (current position)

Status ofattendance at theBoard of Directors’
meetings:
18 times /19 times(95%)[Reasons for nomination as a candidate for Director]
Mr. Tamaki Okuyama has been in charge of various roles and has overseen divisions such as production,
quality & safety assurance and R&D, and has abundant knowledge and depthful insight towards theseareas. He is expected to fulfill an important role in leading the Group to further growth, and is therefore
nominated as a candidate for Director.
April 1976:
Joined Yanmar Diesel Co., Ltd. (currently Yanmar Co., Ltd.)
April 2005:
General Manager of Tractor Development Division I,
Development Headquarters (Yanmar)
Yoichiro Nishi
January 2007: General Manager of Development Group III, Development(February 24, 1956)
Division, Tractor Business Headquarters (Yanmar Agricultural
Equipment Co., Ltd.; currently Yanmar Co., Ltd.)(Reappointment)
June 2008:
General Manager of Product Technology Department,
Development Division, Tractor Business Headquarters
Status of(Yanmar)attendance at the
September 2008: Joined TADANO LTD.
Board of Directors’ January 2009: General Manager of R&D Planning Department
meetings:
April 2009:
Officer
19 times /19 times
April 2011:
Executive Officer(100%)
June 2011:
Director and Executive Officer
April 2017:
Director, Executive Officer and Head of Production
Division/Procurement Division/Quality & Safety Assurance
Division /Chinese Operations (current position)[Reasons for nomination as a candidate for Director]
Mr. Yoichiro Nishi has been in charge of various roles and has overseen divisions such as R&D,
production and quality & safety assurance, and has abundant knowledge and depthful insight towards
these areas. He is expected to fulfill an important role in leading the Group to further growth, and istherefore nominated as a candidate for Director.
Yasuyuki Yoshida
April 1971:
Joined Mitsubishi Research Institute, Inc. (“MRI”)(August 23, 1947)
October 2002: Councilor of MRI
October 2007: Joined NIKKEN SEKKEI Research Institute (“NSRI”) (as(Reappointment)
Senior Researcher)
January 2008: Managing Executive and Senior Researcher of NSRI
(Outside Director)
June 2008:
Director of TADANO LTD. (current position)
March 2009:
Director, Managing Executive and Vice President of NSRI
(Independent
Director)
Status ofattendance at theBoard of Directors’
meetings:
19 times /19 times(100%)[Reasons for nomination as a candidate for Outside Director]
Mr. Yasuyuki Yoshida satisfies the requirements for an independent director stipulated by Tokyo Stock
Exchange, and the “Standards for Independence of Outside Officers,” stipulated by the Company. He
also possesses abundant knowledge and experience that he had acquired while he was a think tank
employee. He is expected to fulfill an important role for the management of the Company, and istherefore nominated as a candidate for Outside Director. The Company has registered Mr. Yoshida as anindependent director with the Tokyo Stock Exchange, and will continue to designate him as anindependent director if he is reelected as proposed.

-8-

Shares of
the Company
Owned

80,10036,10020,100Candidate
No.

Name
(Date of birth)

Employment History, Position, Duty, and Important Concurrent Responsibilities
April 1984:
October 1991:
April 2000:
April 2009:

6

Joined Marubeni Corporation
Director and President of MMS Europe GmbHCEO of Trax Inc.
Toshiaki Ujiie
General Manager, Construction Machinery Department of(August 29, 1961)
Marubeni Corporation
April 2013:
General Manager, Corporate Planning & Strategy Department(New candidate)of Marubeni Corporation
April 2014:
Executive Officer of Marubeni Corporation
Status ofApril 2017:Managing Executive Officer of Marubeni Corporation
attendance at the
April 2018:
Managing Executive Officer and Chief Executive Officer,
Board of Directors’
Transportation & Industrial Machinery Group of Marubeni
meetings:
Corporation
April 2019:
Joined TADANO LTD.
Adviser in charge of Planning and Administration Division(current position)[Reasons for nomination as a candidate for Director]
Mr. Toshiaki Ujiie was involved in the construction machinery area of Marubeni Corporation for amany years, and has abundant knowledge and depthful insight towards domestic and overseas
construction machinery area. He is expected to fulfill an important role in leading the Group to further
growth, and is therefore nominated as a candidate for Director.

Shares of
the Company
Owned

Yoshinori Noguchi(September 30,
1954)

April 1977:
June 2003:
June 2004:(New candidate)(Outside Director)(Independent
Director)

7

June 2006:
April 2009:
June 2010:
April 2013:
April 2014:

Joined Hino Motors Co., Ltd.
General Manager, Operations Department of Hino Motors Co.,
Ltd.
Executive Officer and General Manager, Operations
Department of Hino Motors Co., Ltd.
Director and President of Hino Motors Sales Thailand Ltd.
Executive Officer of Hino Motors Co., Ltd.
Managing Executive Officer of Hino Motors Co., Ltd.
Director and President of Hino Motors Sales U.S.A., Inc.
Senior Managing Officer and Head of North American
Operations of Hino Motors Co., Ltd.
Executive Officer, Vice President and Head of North American
Operations of Hino Motors Co., Ltd.
Adviser of TADANO LTD. (current position)

Status ofApril 2018:attendance at theBoard of Directors’ April 2019:
meetings: [Reasons for nomination as a candidate for Outside Director]
Mr. Yoshinori Noguchi satisfies the requirements for an independent director stipulated by Tokyo Stock
Exchange, and the “Standards for Independence of Outside Officers,” stipulated by the Company. The
Company expects him to draw on his abundant knowledge and experience on corporate management forthe management of the Company, and therefore nominated him as a candidate for Outside Director. The
Company will register Mr. Noguchi as an independent director with the Tokyo Stock Exchange if he iselected as proposed. Mr. Noguchi previously worked for Hino Motors Co., Ltd., which the Company
has transactions with. However, in light of the above Standards for Independence, the amount involvedin the transactions accounted for less than 1% of consolidated net sales of each party in any of the last
three business years. In addition, the Company has received advice from him on the Company’s
management since April 2019, which will not have an effect on the independency of Mr. Noguchi. He
will resign from the position as Adviser of the Company if he is elected as a Director.

11,2005,000

Notes:
1. Mr. Koichi Tadano, a candidate for Director, serves as the Chairman of Tadano Scholarship Foundation.
The Company has transactions related to lease contracts of real estates with Tadano ScholarshipFoundation.
There are no special interests between other candidates and the Company.
2. Mr. Yasuyuki Yoshida and Mr. Yoshinori Noguchi are candidates for Outside Directors.
Mr. Yasuyuki Yoshida’s eleventh year as an Outside Director of the Company shall end at the close ofthis shareholders' meeting.
3. Agreements with Outside Directors regarding the limitation of liability
The Company has made an agreement with Mr. Yasuyuki Yoshida, an Outside Director candidate,regarding the limitation of liability in accordance with Article 423, Paragraph 1 of the Companies Act.
If the proposal for his election is approved, this agreement will remain valid. In addition, the amount of
individual liability under such agreement is the minimum amount stipulated by laws and regulations.

-9-The Company will conclude the same liability agreement with Mr. Yoshinori Noguchi, a candidate for
Outside Director, if the proposal for his election is approved.

- 10 -

(For reference)
Standards for Independence of Outside Officers
With regard to standards for judging independence of Outside Directors and Outside Audit and Supervisory
Board Members (hereinafter collectively called “Outside Officers”), the Company shall deem an Outside
Officer to lack independence in the event that he/she falls under any of the items below, considering that
there may occur conflicts of interest with general shareholders; that he/she is under significant control of the
management; or that he/she could have significant control over the management.
1. A major shareholder of the Company, or in the event that the major shareholder is a legal entity, aperson who serves as an executor of business of such major shareholder*A major shareholder of the Company shall mean a shareholder who holds 10% or more of the total
voting rights.
* An executor of business shall include operating officers, executive officers and employees besides
executive directors (the same shall apply hereinafter).
2. A person for whom the TADANO Group is a major business partner or its executor of business*A person for whom the TADANO Group is a major business partner shall mean a business partner(including legal entities and groups) who received 2% or more of its consolidated net sales from the
TADANO Group in any of the last three business years.
3. A major business partner of the TADANO Group, or a person who serves as an executor of business inan entity that is a major business partner of the TADANO Group*A major business partner shall mean a business partner with which net sales to said partner accounted
for 2% or more of consolidated net sales of the TADANO Group in any of the last three business years.
4. A person who receives a large amount of donations from the TADANO Group (or in the event that theperson receiving such donations is a legal entity, group, etc., a person who serves as its director or otherexecutor of business)*A large amount of donations shall mean donations whose annual average in the last three years exceeds
10 million yen.
5. A lawyer, a certified public accountant, a consultant or other professional who receives a large amountof monetary consideration and/or other property from the TADANO Group, besides the compensationfor officers*A large amount of monetary consideration shall mean monetary consideration exceeding 10 million
yen a year on the average of the last three years.
6. The spouse or a relative within the second degree of kinship of a person falling under any of thefollowing items:(1) Director, Audit and Advisory Board Member, Executive Officer or important employee of the
TADANO Group(2) A person who has been Director, Audit and Advisory Board Member, Executive Officer orimportant employee of the TADANO Group in the past one year
(3) A person who falls under any of foregoing 1. through 5.
*An important employee shall mean an employee who holds a post of general manager of adivision or higher.
Note: The TADANO Group means the Company and its consolidated subsidiaries.

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