July 13, 2021
To Whom It May Concern:
Company: Teijin Limited
Representative: Jun Suzuki, President and CEO
Stock code: 3401 (First Section, Tokyo Stock Exchange)
Contact: Tomoko Torii, General Manager,
Investor Relations Department
TEL: +81-3-3506-4395

Notice Concerning the Disposal of Treasury Shares as “Restricted Stock”
Teijin Limited (the “Company”) hereby announces that it determined in the resolution of the Board of Directors meetingon July 13, 2021 to dispose of treasury shares (the “Disposal of Treasury Shares” or the “Disposal”). The details are as follows.
1. Overview of the Disposal(1)

Payment date

(2)

Class and number ofshares for Disposal(3)

Disposal price(4)

Total value ofDisposal

(5)

(6)

August 4, 2021
95,921 ordinary shares of the Company¥1,649 per share¥158,173,729

Persons eligible forDirectors (excluding the Chairman of the Board, Senior Advisor and Outside

allotment of shares

Directors; hereinafter “Eligible Directors”), 6 persons, 26,138 sharesand number thereof,

Teijin Group Corporate Officers not concurrently serving as Directors, 21 persons,and number of shares

49,584 sharesfor allotment

Executive Officers of overseas Group companies, 14 persons, 20,199 shares

OtherThe Disposal of Treasury Shares is conditional on the securities registration
statement in accordance with the Financial Instruments and Exchange Act coming
into effect.

2. Purpose and Reasons for Disposal
Based on introduction of the “Restricted Share-based Remuneration Plan” (hereinafter “The Plan”) which was approvedby resolution of the 155th Ordinary General Meeting of Shareholders held on June 23, 2021 and by resolution of the Boardof Directors Meeting held on the same day, for the purpose of granting incentives to eligible Directors, Teijin Group
Corporate Officers who do not concurrently serve as Directors of the Company, and Executive Officers of overseas Groupcompanies (hereinafter “RS Allottees”) toward achievement of the Company’s Medium-Term Management Plan andincreasing corporate value over the medium to long term, as well as further aligning shared values with stakeholders, thisdisposal is being implemented by resolution of the Board of Directors Meeting held on July 13, 2021.
Based on the Plan, the Company’s common stock subject to this disposal shall be treasury shares disposed of forcontribution in kind as investment assets for acquisition of Restricted Shares for monetary claims paid to planned RSAllottees (hereinafter “Restricted Share-based Remuneration”) for the fiscal year from April 1, 2021 through March 31,

2022 (however, for Teijin Group Corporate Officers and Executive Officers of overseas Group company Officers who do
not hold Japanese nationality, for the period from August 4, 2021 through August 3, 2022). In addition, the Company plans
to conclude a Restricted Shares Allotment Agreement (hereinafter “Allotment Agreement”) with planned RS Allottees thatincludes the following details.
3. Outline of the Allotment Agreement with eligible Directors, Teijin Group Corporate Officers with Japanese nationality(1) Transfer Restriction Period
From August 4, 2021 until the time immediately after retiring or resigning from the positions of Company Director,Teijin Group Corporate Officer, Teijin Group Counselor or Corporate Auditor (hereinafter “Transfer RestrictionPeriod”), restricted shares shall not be transferred, used for creation of security interests, or otherwise disposed of(hereinafter “Transfer Restrictions”).
(2) Conditions for Lifting Transfer Restrictions
During the period from June 23, 2021 until immediately before conclusion of the first Ordinary General Meeting ofShareholders which comes after that (hereinafter “The Service Period”), provided that RS Allottees have continuously
held the position of Company Director, Teijin Group Corporate Officer or Teijin Group Counselor or Corporate Auditor(however, for RS Allottees who as of today are Teijin Group Corporate Officers who do not concurrently serve as
Directors of the Company, the period shall be April 1, 2021 through March 31, 2022, the same applies hereinafter),transfer restrictions on all of the allotted shares will be lifted upon expiration of the transfer restriction period.
(3) Treatment in the event an RS Allottee retires or resigns during the service period for a valid reason such as expirationof his or her term of office, reaching retirement age, death or other justifiable reason (this does not include an RS
Allottee’s personal reason)(i) Timing of Lifting Transfer Restrictions
Prior to the expiration of the service period, in the event an RS Allottee retires or resigns the position of Company
Director (including Chairman of the Board, Director and Senior Advisor and Outside Director), Teijin Group Corporate
Officer, Teijin Group Counselor or Corporate Auditor for a valid reason such as expiration of his or her term of office,reaching retirement age, death or other justifiable reason, transfer restrictions shall be lifted immediately after theretirement or resignation of the RS Allottee.
(ii) Number of Shares Subject to the Lifting of Transfer Restrictions
The number of shares subject to the lifting of transfer restrictions shall be equal to the number of allotted shares held at
the time of retirement or resignation specified in (i) multiplied by the number of months from the month that includes
the start date of the Service Provision Period to the month the RS Allottee retires or resigns (however, if the days inoffice do not make 1 full month, it shall not be considered 1 month) divided by 12 (in the event it exceeds 1, it shall beregarded as 1), rounding off in the event a fraction of less than 1 share is generated.
(4) Acquisition Without Contribution by the Company
The Company shall, as a matter of course, acquire the allotted shares for which transfer restrictions will not be lifted at
the time when the transfer restriction period expires or when the transfer restrictions are lifted as specified in (3) above,
without contribution. In addition, during the transfer restriction period, if the RS Allottee is sentenced to imprisonment
or more, or if the RS Allottee starts proceedings to file for bankruptcy, or in the event the Company’s CEO determinesthat the RS Allottee has engaged in business that competes with the Group’s business without prior written consent, ordetermines that he or she has plans to do so after retirement or resignation (if the RS Allottee is the CEO, if it isdetermined by resolution of the Board of Directors, the same applies hereinafter), or in the event the CEO determines
the RS Allottee has violated laws and regulations, or internal Company rules etc., in the event of such circumstances,
all of the allotted shares can be acquired without contribution as a matter of course.

(5) Management of the Shares
The Allotted Shares shall be managed in dedicated accounts opened by the RS Allottee at a securities company in orderto prevent transfers, creation of security interests, or other disposal of the shares during the transfer restriction period.
The Company has concluded agreements with the relevant securities company related to the management of theaccounts for the Allotted Shares held by each RS Allottee to ensure the effectiveness of the transfer restrictions, etc.
relating to the Allotted Shares. In addition, the RS Allottee shall consent to the management of the accounts.
(6) Handling of Organizational Restructuring, etc.
If during the transfer restriction period, a merger agreement in which the Company is the dissolved company, a shareexchange agreement or share transfer plan in which the Company becomes a wholly-owned subsidiary, or any otherorganizational restructuring, etc., are approved at a General Meeting of Shareholders of the Company (however, if saidorganizational restructuring, etc. does not require approval at a General Meeting of Shareholders of the Company, theBoard of Directors of the Company), the Board of Directors shall resolve to lift the transfer restrictions as of the time
immediately prior to the business day prior to the effective date of the organizational restructuring, etc. for the following
number of shares. The number of shares subject to the lifting of transfer restrictions shall be equal to the number ofAllotted Shares held at the time of the resolution multiplied by the number obtained by dividing the number of months
from the month that includes the start date of the Service Provision Period to the month that includes the date of theapproval (however, if the days in office do not make 1 full month, it shall not be considered 1 month) by 12 (if thenumber obtained is larger than 1, it is taken as 1; However, as a result of the calculation, in the event a fraction of lessthan 1 share is generated, it shall be rounded off.). In addition, the Company shall automatically acquire without
contribution all of the Allotted Shares whose transfer restrictions have not been lifted upon this lifting of transferrestrictions.
4. Outline of the Allotment Agreement with Teijin Group Corporate Officers and Executive Officers of overseas Groupcompanies who do not have Japanese nationality
Regarding the shares to be allotted to 3 Teijin Group Corporate Officers and 14 Executive Officers of overseas Group
companies who do not have Japanese nationality among RS Allottees, details are based on the main items of the Allotment
Agreement in 3. above, but the transfer restriction period shall be 1 year from August 4, 2021 to August 3, 2022, taking into
consideration the situation of share-based remuneration plans in each country other than Japan. During the transfer
restriction period, Teijin Group Corporate officers and Executive Officers of overseas group companies who do not haveJapanese nationality will retire from any of the above positions due to expiration of term, retirement age, death or otherjustifiable reasons. In that case, it will be handled according to 3.(3). However, in consideration of the tax payment time ineach country other than Japan, the transfer restriction may be lifted during the transfer restriction period for the portion of
the allotted shares equivalent to the tax payment amount based on this allotment agreement.
During the transfer restriction period, the allotted shares will be placed in a dedicated account opened by the company incharge of custody and trading at a securities company and managed so that the allotted shares cannot be transferred, usedfor creation of security interests, or otherwise disposed of. The Company has concluded contracts with said company incharge of custody and trading and said securities company in connection with management of the relevant account in orderto ensure the effectiveness of the transfer restrictions, etc. relating to the allotted shares. In addition, RS Allottees agree todetails of management of said account.
5. Basis of Calculation and Details of Paid-In AmountThe Disposal of Treasury Shares for the planned allottees shall be conducted with monetary claims, which were paid to RS
Allottees based on the Plan as “Restricted Stock” for the 156th fiscal period of the Company(April 1, 2021 to March 31,2022) (However, for Corporate officers of the Teijin group and Executive officers of overseas group companies who do nothave Japanese nationality, the period is from August 4, 2021 to August 3, 2022.), to be treated as property contributed inkind. To eliminate any arbitrariness in the Disposal price, the closing price of ordinary shares of the Company on the First
Section of the Tokyo Stock Exchange on July 12, 2021 (the business day immediately preceding the date of the resolutionof the Board of Directors) of ¥1,649 is used as the Disposal price. This is the market price of the shares immediately before
the date of the Board of Directors resolution and is considered to be rational and not particularly favorable to the allottees.
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