TADANO LTD. This document is a partial English translation of the original Japanese version and is prepared solely for reference 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 2, 2016
To Shareholders with Voting Rights:
Koichi Tadano
Representative Director, President and CEO TADANO LTD.
Ko-34 Shinden-cho, Takamatsu, Kagawa
Notice of Convocation of
68th Ordinary General Meeting of Shareholders
We would like to express our deepest sympathy to the victims of the 2016 Kumamoto Earthquake.
Please be advised that the 68th 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 either of the methods described below. However, please note that the deadline for exercising your voting rights in this case is 5:25 p.m., Thursday, June 23, 2016. Please also review the attached Reference Documents for Shareholders Meeting before making your decisions.
Exercise of Voting Rights by Mail (in Writing)
Please indicate your approval or disapproval of the proposals using the enclosed ballot form and send it back to us by the deadline specified above.
Exercise of Voting Rights via the Internet
Please access the website for exercising voting rights (http://www.it-soukai.com), input the "code for 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.
Before exercising your voting rights via the internet, please be sure to check the "Instructions for Exercise of Voting Rights via the Internet" on page 10.
Date and Time: Friday, June 24, 2016, 10:00 a.m. (Reception starts at 9:00 a.m.)
Place: Seto Hall, Annex 2F, Takamatsu International Hotel 2191-1 Kita-cho, Takamatsu City, Kagawa, Japan
Purpose of Meeting Items to Be Reported:
Business report, consolidated financial statements, independent auditor's audit report, and Audit and Supervisory Board's audit report on consolidated financial statements for the 68th term (from April 1, 2015 to March 31, 2016)
Financial statements for the 68th term (from April 1, 2015 to March 31, 2016)
Items to Be Resolved:
Appropriation of retained earnings
Election of six Directors
Election of two Audit and Supervisory Board Members
Election of one Substitute Audit and Supervisory Board Member
Other Important Matters Related to the Convocation
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).
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.
◎ 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 in accordance with legal provisions and Article 14 of the Company's articles of incorporation.
Business report: System for ensuring appropriate business operations and the status of its operation
Business report: Basic policy on corporate governance
Consolidated financial statements: Notes to consolidated financial statements
Non-consolidated financial statements: Notes 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 non- consolidated 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/).
Reference Documents for Shareholders MeetingProposals 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 appropriating internal reserves for capital investment, investments and loans etc., in order to reinforce competitiveness, manufacturing capabilities and service capabilities.
Outlined below is the Company's proposed year-end dividend for the current fiscal year, set in consideration of the current year's performance and future management environment.
Matters regarding year-end dividend
Dividend type Cash dividends
Per-share dividend amount and total amount of dividends 13 yen per common share of the Company 1,646,227,674 yen in total
It should be noted that the Company's annual dividend for the current fiscal year will be 26 yen per share including the interim dividend of 13 yen, an increase of 3 yen per share from the previous fiscal year.
Effective date of dividend payment Monday, June 27, 2016
Proposal 2: Election of six Directors
The office term of all incumbent Directors (six Directors) shall expire at the close of this Shareholders Meeting. Accordingly, it is proposed that the following six Directors be elected.
Candidate No.
Name (Date of birth)
Employment History, Position, Duty, and Important Concurrent Responsibilities
Shares of the Company
Owned
1
Koichi Tadano (July 3, 1954)
(Reappointment)
April 1977:
June 1988:
June 1991:
January 1997:
June 1997:
April 1999:
April 2001:
April 2002:
June 2003:
April 2012:
Joined Marubeni Corporation Joined TADANO LTD.
General Manager of President's Office
Director 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 of Planning & Administration Division/ICT Division (current position)
275,000
2
Tadashi Suzuki (January 5, 1953)
(Reappointment)
April 1976:
April 1997:
July 1997:
April 1999:
June 2001:
April 2002:
June 2003:
April 2015:
April 2016:
Joined Sumitomo Corporation Joined TADANO LTD.
General Manager of International Operation Division Officer
Director and Officer
Director and Executive Officer Director and Senior Executive Officer Director and Executive Vice President
Director, Executive Vice President and Head of Sales Administration Division/Customer Support Division/Domestic Sales Division/International Sales Division/European Operations/North American Operations/Used Crane Division (current position)
113,000
3
Tamaki Okuyama (May10, 1954)
(Reappointment)
April 1980:
October 2000:
January 2004:
April 2008:
April 2011:
June 2011:
April 2013:
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, Executive Officer and Head of Production Division/Procurement Division/Quality & Safety Assurance Division/Thai Operations (current position)
60,000
4
Yoichiro Nishi (February 24, 1956)
(Reappointment)
April 1976: Joined Yanmar Diesel Co., Ltd. (currently Yanmar Co., Ltd.) April 2005: General Manager of Tractor Development Division I,
Development Headquarters (Yanmar)
January 2007: General Manager of Development Group III, Development Division, Tractor Business Headquarters (Yanmar Agricultural Equipment Co., Ltd.; currently Yanmar Co., Ltd.)
June 2008: General Manager of Product Technology Department, Development Division, Tractor Business Headquarters (Yanmar)
September 2008: Joined TADANO LTD.
January 2009: General Manager of R&D Planning Department April 2009: Officer
April 2011: Executive Officer
June 2011: Director and Executive Officer
April 2012: Director, Executive Officer and Head of R&D Division/SVE Division/Chinese Operations (current position)
13,000
The candidates for Directors are as follows: Candidates for Director
Tadano Ltd. published this content on 26 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 May 2016 00:10:07 UTC.
Original documenthttp://www.tadano.com/ir/shareholders/pdf/notice_68.pdf
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