Tadano : Notice Relating to the Disposal of Treasury Stock for Restricted Stock Compensation

April 14, 2023

Company Name: Tadano Ltd.

Representative: Toshiaki Ujiie, President and CEO

(Code Number: 6395, TSE Prime)

Contact: Kozo Yoshida, Executive Officer

Notice Relating to the Disposal of Treasury Stock for Restricted Stock Compensation

TADANO LTD. (the "Company") has resolved at the meeting of its Board of Directors held on July 14, 2022 to dispose of treasury stock (the "Disposal") as restricted stock compensation as follows.

1. Overview of the Disposal

(1)	Disposal Date	May 12, 2023
(2)	Class and number of shares	Shares of Common Stock: 75,594 shares
	to be disposed of
(3)	Disposal price	1,046 yen per share
(4) Total amount to be paid	79,071,324 yen
		4 Directors (*)	58,358	shares
(5)	Scheduled subscriber	8 Officer(s)	17,236	shares
		*Excluding Outside Directors
		The Disposal is contingent upon the effectiveness of the securities
(6)	Others	registration statement submitted by the Company in accordance
		with the Financial Instruments and Exchange Act.
2.	Purpose and reason of the Disposal

The Company resolved at the meeting of its Board of Directors held on April 28, 2020, to introduce the Restricted Stock Compensation Plan (the "Plan") to the Directors of the Company (excluding Outside Directors; the same applies hereinafter) for the purpose of providing the Directors of the Company with incentives to continuously increase the Company's mid-tolong-term corporate value and shareholder value, as well as promoting further shared value with shareholders. At the 72th Ordinary General Meeting of Shareholders held on June 25, 2020, it was approved that, (i) pursuant to the Plan, the Company grants monetary compensation claims which shall be no more than 90 million yen per year to the Directors of the Company as the property to be contributed in-kind, within the scope of the current monetary compensation limitations, (ii) the transfer restriction period shall consist of the time from the date when restricted stock is granted to the date when the Directors of the Company retires or resigns from all of the posts among the Directors of the Company and other post(s) specified by its Board of Directors (however, regarding to the casethat the Directors of the Company resigns or retires within three months after the fiscal year which the date when restricted

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stock is granted falls under, if the Board of Directors of the Company specifies another date that comes within six months after such fiscal year, to such specified date), and (iii) transfer restriction shall be lifted on the condition that (a) the Directors of the Company continuously serves the posts among the Directors of the Company and other post(s) specified by its Board of Directors during service period specified by its Board of Directors and (b) in the case that the Directors of the Company resigns or retires from the posts among the Directors of the Company and other post(s) specified by its Board of Directors during such serviceperiod, Directors of the Company have reasons deemed legitimate by the Board of Directors.

Under the Plan, the Directors of the Company will receive the Company's common stock to be newly issued or disposed of by the Company in exchange for in-kind contribution of all monetary compensation claims granted by the Company pursuant to the Plan.

The total number of the Company's common stock to be newly issued or disposed of under the Plan shall not exceed 300,000 shares per year for the Directors of the Company. The amount per share to be paid has been determined by the Board of Directors, based on the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day preceding the date of the resolution of the Board of Directors (if the Company's shares are not traded on said date, the closing price of the most recent trading day preceding said date) to the extent that it is not excessively advantageous for the Directors of Company to be subscribers.

Furthermore, the Company has introduced for Officers of a Company a restricted stock purchase compensation plan comparable to the Plan for the purpose of providing the Officers of the Company with incentives to continuously increase the Company's mid-tolong-term corporate value and shareholder value, as well as promoting further shared value with shareholders.

In light of the above, the Company has resolved at the meeting of its Board of Directors held today to grantmonetary compensation claims in a total amount of 79,071,324 yen and consequently 75,594 shares of the Company's common stock (the "Allocated Shares") in exchange for in-kind contribution of such monetary compensation claims to 4 Directors and 8 Officers (the "Eligible Directors/Officers" or the "Eligible Director/Officer") taking the purpose of the Plan, the business performance of the Company, the scope of the work responsibility of each Eligible Director/Officer and other circumstances into consideration.

The Company and the Eligible Directors/Officers will individually conclude the Allocation Agreement accompaniedby the Disposal, and the overview of the Allocation Agreement is as follows.

(1) Restriction period

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An Eligible Director/Officer may not transfer, create security interest on, or otherwise dispose of the Allocated Shares during the period from May 12, 2023 (the "Disposal Date") to the date when the Eligible Director/Officer retires or resigns from all of his/her posts among the Company's Director and Executive Officer.

(2) Conditions for lifting transfer restriction

On the condition that an Eligible Director/Officer continuously serves the applicable position, in the case of a Director of the Company, during the period from the date of the Ordinary General Meeting of Shareholders immediately prior to Disposal Date to the date of the Ordinary General Meeting of Shareholders to be held in the following year, and in the case of an Officer of the Company, during the period from the January 1 immediately preceding the record date to December 31 of the same year (in each case, the "Service Period"), the Company will lift the transfer restriction regarding all Allocated Shares at the time of expiration of the transfer restriction period; provided, however, that, if an Eligible Director/Officer resigns or retires from his/her position as the Director or the Executive Officer of the Company during the Service Period due to death, or other reasons deemed legitimate by the Board of Directors,the Company will lift, at the time of expiration of the transfer restriction period, the transfer restriction regarding the Allocated Shares in a quantity obtained by multiplying the number, which is obtained by dividingthe number of months from the month following the month including starting date of Service Period to the month including the date of resignation or retirement by 12 (if this number exceeds 1, then this number shall be deemed to be 1), by the number of Allocated Shares (if any fractionless than 1 share unit arises as a result of the calculation, such fraction shall be rounded down).

(3) Acquisition of Allocated Shares by the Company without compensation

The Company will acquire the Allocated Shares, for which the transfer restriction has not been lifted as of the expiration of the restriction period as a matter of course, without any compensation.

(4) Management of shares

During the restriction period, the Allocated Shares will be managed in a dedicated account of the restrictedstocks opened by the Eligible Directors/Officers in Daiwa Securities Co. Ltd. so that the Eligible Directors/Officers cannot transfer, create security interest on, or otherwise dispose the Allocated Shares during the restriction period.

(5) Measures to be taken upon organizational restructuring, etc.

In the event a merger agreement with the Company as the absorbed company, a share exchange agreement or share transfer plan with the Company as a wholly-owned subsidiary, or other organizational restructuring etc. are approved by the Company's general meeting of shareholders (or by the Board of Directors of the Company in case the organizational restructuring etc. does not

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require approval of the general meeting of shareholders) during the restriction period, the Company will lift the transfer restriction, by the resolution of the Board of Directors, immediately before the business day preceding the effective date of such organizationalrestructuring, etc. for the Allocated Shares in a quantity obtained by multiplying the number, which is obtainedby dividing the number of months from the month following the month including starting date of Service Period to the month including the date when such organizational restructuring, etc. is approved by 12 (if this number exceeds 1, then this number shall be deemed to be 1), by the number of Allocated Shares (if any fraction less than 1 share unit arises as a result of the calculation, such fraction shall be rounded down).

3. Basis of calculation of paid-in amount and specific details thereof

The Disposal will be carried out with the monetary compensation claims, which are paid to the scheduled subscribers based on the Plan, as the contributed assets, and the amount paid per share is 1,046 yen, which is the closing price of the Company's common stocks on the Tokyo Stock Exchange on April 13, 2023 (the business day preceding the date of the resolution of the Board of Directors), in order to adopt a price that excludes arbitrariness. This price is the market value immediately preceding the date of the resolution of the Board of Directors, and is a reasonable price that properly reflects the Company's corporate value in a state where thereare no special circumstances under which the foregoing price is not relied upon the most recent stock price, and does not fall within a price that is excessively advantageous for the Eligible Directors/Officers.

End.

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