June 20, 2024
To Whom It May Concern:
Company: Teijin Limited
Representative: Akimoto Uchikawa, President and CEO
Stock code: 3401 (Prime Market, Tokyo Stock Exchange)
Contact: Naoki Hamashima, General Manager,
Corporate Communication 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 June 20, 2024 to dispose of treasury shares (the “Disposal of Treasury Shares” or the “Disposal”). The details are asfollows.
1. Overview of the Disposal(1)

Payment date

(2)

Class and number ofshares for the Disposal

(3)
(4)
(5)

Disposal priceTotal value of theDisposal

July 17, 2024
101,615 ordinary shares of the Company¥1,391 per share¥141,346,465

Persons eligible for

Directors (excluding the Chairperson of Teijin Limited, Member of the Board,

allotment of shares andSenior Advisor, Member of the Board, Mission Executive, Member of the Board

number thereof, andand Outside Directors), 3 persons, 13,228 shares

number of shares for

Teijin Group Corporate Officers not concurrently serving as Directors, 12 persons,allotment

30,583 shares
Mission Executives, 6 persons, 16,314 shares
Executive Officers of overseas Teijin Group companies, 11 persons, 41,490 shares(6)

The Disposal of Treasury Shares is conditional on the securities registration
Other

statement in accordance with the Financial Instruments and Exchange Act coming
into effect.

2. Purpose and Reasons for the Disposal
The Company has introduced “Restricted Stock Plan” (hereinafter the “Plan for Eligible Directors”) which was approvedby resolution of the 158th Ordinary General Meeting of Shareholders held on June 20, 2024 and by resolution of the Boardof Directors Meeting held on the same day, for the purpose of granting incentives to Directors who concurrently serve asTeijin Group Corporate Officers, Teijin Group Corporate Officers who do not concurrently serve as Directors of theCompany and Mission Executives (hereinafter the “Eligible Directors”) toward achievement of the Company’s MediumTerm Management Plan and increasing corporate value over the medium to long term, as well as further aligning sharedvalues with stakeholders and promoting motivation to contribute to increasing the Company’s stock value by enhancing theoperability of the stock compensation plan. Also, for Teijin Group Corporate Officers who do not concurrently serve asDirectors of the Company, Mission Executives and Executive Officers of overseas Teijin Group companies who belong tooverseas Teijin Group companies (hereinafter “Overseas RS Allottees”) , the Company has introduced “Restricted StockPlan” (hereinafter the “Plan for Overseas RS Allottees”) which was approved by resolution of the Board of Directors
Meeting held on June 23, 2021 for the purpose of granting incentives to toward achievement of the Company’s MediumTerm Management Plan and increasing corporate value over the medium to long term, as well as further aligning sharedvalues with stakeholders.
Based on the Plan for the Eligible Directors and the Plan for Overseas RS Allottees (hereinafter the “Plans”), theDisposal is being implemented by resolution of the Board of Directors Meeting held on June 20, 2024.
According to the Plans, the Company’s common stock subject to the Disposal shall be treasury shares disposed of forcontribution in kind as investment assets for acquisition of Restricted Shares for monetary claims paid to planned Eligible
Directors and Overseas RS Allottees (hereinafter “Restricted Stock Remuneration”) for the fiscal year from April 1, 2024
through March 31, 2025. In addition, the Company plans to conclude a Restricted Stock Allotment Agreement (hereinafter“Allotment Agreement”) with planned Eligible Directors and Overseas RS Allottees that includes the following details.
3. Outline of the Allotment Agreement with Eligible Directors(1) Transfer Restriction Period
From July 17, 2024 until the time immediately after retiring or resigning from the positions of Director of theCompany (including the Chairperson of Teijin Limited, Member of the Board, Senior Advisor, Member of the Board,
Mission Executive, Member of the Board and Outside Directors), Teijin Group Corporate Officer, Mission Executiveor Statutory Auditor (hereinafter “Transfer Restriction Period”), Restricted Shares that have been allotted through theAllotment Agreement (hereinafter “Allotted Restricted Shares”) shall not be transferred, used for creation of security
interests, or otherwise disposed of (hereinafter “Transfer Restrictions”). However, if the moment of retirement orresignation comes before three (3) months after the end of the fiscal year where the Allotted Restricted Shares wasgranted, due to resignation apart from for a valid reason such as expiration of his or her term of office, reachingretirement age, death or other justifiable reason, the end date of the Transfer Restriction Period will be right after thedate three (3) months after the end of the fiscal year.
(2) Conditions for Lifting Transfer Restrictions
During the period from June 20, 2024 until immediately before conclusion of the first Ordinary General Meeting ofShareholders which comes after that (hereinafter the “Service Period”), if Eligible Directors have continuously held
the position of Director of the Company (including the Chairperson of Teijin Limited, Member of the Board, SeniorAdvisor, Member of the Board, Mission Executive, Member of the Board and Outside Directors), Teijin Group
Corporate Officer, Mission Executive or Statutory Auditor (however, for Eligible Directors who as of today are TeijinGroup Corporate Officers or Mission Executives who do not concurrently serve as Directors of the Company, theperiod shall be April 1, 2024 through March 31, 2025, the same applies hereinafter), Transfer Restrictions on all of
the Allotted Restricted Shares will be lifted upon expiration of the Transfer Restriction Period.
(3) Treatment in the event an Eligible Director retires or resigns during the Service Period for a valid reason such as
expiration of his or her term of office, reaching retirement age, death or other justifiable reason (this does not include
an Eligible Director’s personal reason)(i) Timing of Lifting Transfer Restrictions
Prior to the expiration of the Service Period, in the event an Eligible Director retires or resigns the position of Directorof the Company (including the Chairperson of Teijin Limited, Member of the Board, Senior Advisor, Member of theBoard, Mission Executive, Member of the Board and Outside Directors), Teijin Group Corporate Officer, Mission
Executive or Statutory Auditor for a valid reason such as expiration of his or her term of office, reaching retirementage, death or other justifiable reason, Transfer Restrictions shall be lifted immediately after the retirement orresignation of the Eligible Director.
(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 Restricted
Shares held at the time of retirement or resignation specified in (i) above multiplied by the number of months from themonth that includes the start date of the Service Period to the month the Eligible Director retires or resigns (however,if the days in office do not make a full month, it shall not be considered one month) divided by 12 (in the event it
exceeds one, it shall be regarded as one), rounding off in the event a fraction of less than one share is generated.
(4) Acquisition Without Contribution by the Company
The Company shall, as a matter of course, acquire the Allotted Restricted 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 Eligible
Director is sentenced to imprisonment or heavier punishment (including custodial sentence after June 1, 2025), or if
the Eligible Director starts proceedings to file for bankruptcy, or in the event the Company’s CEO determines that theEligible Director has engaged in business that competes with the Teijin Group’s business without prior writtenconsent, or determines that he or she has plans to do so after retirement or resignation (in case the Eligible Director isthe CEO, if it is determined by resolution of the Board of Directors, the same applies hereinafter), or in the event theCEO determines the Eligible Director has violated laws and regulations, or internal rules of the Company etc., or in
the event of such circumstances, all of the Allotted Restricted Shares can be acquired without contribution by theCompany as a matter of course.
(5) Management of the Shares
The Allotted Restricted Shares shall be managed in dedicated accounts opened by Eligible Director at a securities
company in order to 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 Restricted Shares held by each Eligible Director to ensure the effectiveness of the Transfer
Restrictions, etc. relating to the Allotted Restricted Shares. In addition, the Eligible Directors shall consent to themanagement 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 a business day before 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 Restricted Shares held at the time of the resolution multiplied by the number obtained by dividing the numberof months from the month that includes the start date of the Service Period to the month that includes the date of theapproval (however, if the days in office do not make a full month, it shall not be considered one month) by 12 (if thenumber obtained is larger than one, it is taken as one; However, as a result of the calculation, in the event a fraction ofless than one share is generated, it shall be rounded off.). In addition, the Company shall automatically acquire without
contribution all of the Allotted Restricted Shares which Transfer Restrictions have not been lifted upon this lifting ofTransfer Restrictions.
4. Outline of the Allotment Agreement with Overseas RS Allottees
The Allotment Agreement of Restricted Shares to be allotted to Overseas RS Allottees (one (1) Teijin Group Corporate
Officer, two (2) Mission Executives and 11 Executive Officers of overseas Teijin Group companies) shall be equivalent to 3.
above, however, the Transfer Restriction Period shall be one (1) year from July 17, 2024 to July 16, 2025 taking into
consideration the situation of share-based remuneration plans in countries other than Japan. During the Transfer Restriction
Period, if Teijin Group Corporate Officers, Mission Executives and Executive Officers of overseas Teijin Group companies
who will retire from any of the above positions due to expiration of term, retirement age, death or other justifiable reasons, itwill be handled according to 3.(3). However, in consideration of the tax payment time in countries other than Japan, theTransfer Restrictions can be lifted during the Transfer Restriction Period for the portion of the Allotted Restricted Sharesequivalent to the tax payment amount based on the Allotment Agreement.
During the Transfer Restriction Period, the Allotted Restricted Shares will be placed and managed in a dedicated accountat a securities company opened by a company in charge of custody and trading or Overseas RS Allottees so that the Allotted
Restricted Shares cannot be transferred, used for creation of security interests, or otherwise disposed of. The Company has
concluded contracts with said company in charge of custody and trading and said securities company in connection withmanagement of the relevant account in order to ensure the effectiveness of the Transfer Restrictions, etc. relating to theAllotted Restricted Shares. In addition, Overseas RS Allottees agree to details 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 tothe Eligible Directors and Overseas RS Allottees based on the Plans as Restricted Stock Remuneration for the 159th fiscal
period of the Company (April 1, 2024 to March 31, 2025), to be treated as property contributed in kind. To eliminate any
arbitrariness in the Disposal price, ¥1,391 is used as the Disposal price which is the closing price of ordinary shares of theCompany on the Prime Market of the Tokyo Stock Exchange on June 19, 2024 (the business day before the date of theresolution of the Board of Directors). This is the market price of the shares immediately before the date of the resolution ofthe Board of Directors and is considered to be rational and not particularly favorable to the Eligible Directors and Overseas
RS Allottees.
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