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Share Issuance and Disposal3401TEIJIN LIMITEDMaterials and Chemicals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation

Teijin has decided to dispose of a total of 154,254 treasury shares as restricted stock compensation and performance-linked stock compensation for directors, executive officers, mission executives and directors and officers of overseas group companies. The payment date is 15 July 2026.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
254519100
Japanese yen (total disposal value)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked stock compensation

発行・処分する株式数

Restricted Stock Compensation 53,479 common shares of the Company / Performance-linked share compensation 100,775 common shares of the Company / Total 154,254 shares

Intended allottee
Category Directors (excluding outside directors) / Number of Employees 3 / Restricted Stock Compensation 11,878 shares / Performance-linked share compensation 18,411 shares, Category Teijin Group executive officers / Number of Employees 11 / Restricted Stock Compensation 25,028 shares / Performance-linked share compensation Not disclosed, Category Teijin Group executive officers, including 1 departing officer / Number of Employees 13 / Restricted Stock Compensation Not disclosed / Performance-linked share compensation 33,219 shares, Category Mission Executives / Number of Employees 1 / Restricted Stock Compensation 1,576 shares / Performance-linked share compensation Not disclosed, Category Mission Executives (including 4 who have retired) / Number of Employees 5 / Restricted Stock Compensation Not disclosed / Performance-linked share compensation 28,716 shares, Category Officers of overseas group companies / Number of Employees 4 / Restricted Stock Compensation 14,997 shares / Performance-linked share compensation Not disclosed, Category Officers of overseas group companies / Number of Employees 3 / Restricted Stock Compensation Not disclosed / Performance-linked share compensation 20,429 shares
Restricted Stock Compensation ¥1,650 per share / Performance-linked share compensation ¥1,650 per share
Total issue value

Restricted Stock Compensation ¥88,240,350 / Performance-linked share compensation ¥166,278,750 / Total ¥254,519,100

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
For eligible directors and other persons, excluding directors and other persons covered by the overseas plan, generally until immediately after they retire or resign from the position specified in advance. For directors and other persons covered by the overseas plan, from 15 July 2026 to 14 July 2029, a period of 3 years. For eligible personnel of overseas group companies, from 15 July 2026 to 14 July 2027, a period of 1 year. No transfer restrictions will apply to performance-linked stock compensation for directors and other persons covered by the overseas plan or eligible personnel of overseas group companies.
Conditions for lifting transfer restrictions
For restricted stock compensation, all transfer restrictions will be lifted upon expiry of the transfer restriction period, subject to the recipient having continuously held the position specified in advance throughout the applicable service period. For performance-linked stock compensation, all transfer restrictions will be lifted subject to the restricted stock recipient having continuously held the position specified in advance throughout the transfer restriction period. The number of shares granted as performance-linked stock compensation will be determined according to the achievement level of pre-established performance evaluation targets and other factors.
Reason for acquisition without consideration
If the recipient retires or resigns without a valid reason, is sentenced to imprisonment or a more severe punishment, becomes subject to a petition for commencement of bankruptcy proceedings or similar proceedings, engages in competing business without the Company's prior consent, or violates laws, regulations, internal rules or other requirements. Shares for which the restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons Covered
Restricted stock compensation: 3 directors, excluding outside directors, 11,878 shares; 11 Teijin Group executive officers, 25,028 shares; 1 mission executive, 1,576 shares; and 4 directors and officers of overseas group companies, 14,997 shares. Performance-linked stock compensation: 3 directors, excluding outside directors, 18,411 shares; 13 Teijin Group executive officers, including 1 departing officer, 33,219 shares; 5 mission executives, including 4 departing executives, 28,716 shares; and 3 directors and officers of overseas group companies, 20,429 shares.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,650. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
For this disposal of treasury shares, Teijin will file a supplemental report or amended supplemental report under the Financial Instruments and Exchange Act for eligible personnel of overseas group companies and other applicable recipients. The eligible directors and other persons are not subject to the requirement to file a supplemental report.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked stock compensation
Number of shares to be issued or disposed ofRestricted Stock Compensation 53,479 common shares of the Company / Performance-linked share compensation 100,775 common shares of the Company / Total 154,254 shares
Issue price and disposal priceRestricted Stock Compensation ¥1,650 per share / Performance-linked share compensation ¥1,650 per share
Total issue valueRestricted Stock Compensation ¥88,240,350 / Performance-linked share compensation ¥166,278,750 / Total ¥254,519,100
Payment date15 July 2026
Intended allotteeCategory Directors (excluding outside directors) / Number of Employees 3 / Restricted Stock Compensation 11,878 shares / Performance-linked share compensation 18,411 shares, Category Teijin Group executive officers / Number of Employees 11 / Restricted Stock Compensation 25,028 shares / Performance-linked share compensation Not disclosed, Category Teijin Group executive officers, including 1 departing officer / Number of Employees 13 / Restricted Stock Compensation Not disclosed / Performance-linked share compensation 33,219 shares, Category Mission Executives / Number of Employees 1 / Restricted Stock Compensation 1,576 shares / Performance-linked share compensation Not disclosed, Category Mission Executives (including 4 who have retired) / Number of Employees 5 / Restricted Stock Compensation Not disclosed / Performance-linked share compensation 28,716 shares, Category Officers of overseas group companies / Number of Employees 4 / Restricted Stock Compensation 14,997 shares / Performance-linked share compensation Not disclosed, Category Officers of overseas group companies / Number of Employees 3 / Restricted Stock Compensation Not disclosed / Performance-linked share compensation 20,429 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,650. No discount or premium rate was stated.
Transfer restriction periodFor eligible directors and other persons, excluding directors and other persons covered by the overseas plan, generally until immediately after they retire or resign from the position specified in advance. For directors and other persons covered by the overseas plan, from 15 July 2026 to 14 July 2029, a period of 3 years. For eligible personnel of overseas group companies, from 15 July 2026 to 14 July 2027, a period of 1 year. No transfer restrictions will apply to performance-linked stock compensation for directors and other persons covered by the overseas plan or eligible personnel of overseas group companies.
Conditions for lifting transfer restrictionsFor restricted stock compensation, all transfer restrictions will be lifted upon expiry of the transfer restriction period, subject to the recipient having continuously held the position specified in advance throughout the applicable service period. For performance-linked stock compensation, all transfer restrictions will be lifted subject to the restricted stock recipient having continuously held the position specified in advance throughout the transfer restriction period. The number of shares granted as performance-linked stock compensation will be determined according to the achievement level of pre-established performance evaluation targets and other factors.
Reason for acquisition without considerationIf the recipient retires or resigns without a valid reason, is sentenced to imprisonment or a more severe punishment, becomes subject to a petition for commencement of bankruptcy proceedings or similar proceedings, engages in competing business without the Company's prior consent, or violates laws, regulations, internal rules or other requirements. Shares for which the restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons CoveredRestricted stock compensation: 3 directors, excluding outside directors, 11,878 shares; 11 Teijin Group executive officers, 25,028 shares; 1 mission executive, 1,576 shares; and 4 directors and officers of overseas group companies, 14,997 shares. Performance-linked stock compensation: 3 directors, excluding outside directors, 18,411 shares; 13 Teijin Group executive officers, including 1 departing officer, 33,219 shares; 5 mission executives, including 4 departing executives, 28,716 shares; and 3 directors and officers of overseas group companies, 20,429 shares.
Procedures under the Corporate Code of ConductFor this disposal of treasury shares, Teijin will file a supplemental report or amended supplemental report under the Financial Instruments and Exchange Act for eligible personnel of overseas group companies and other applicable recipients. The eligible directors and other persons are not subject to the requirement to file a supplemental report.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To strengthen corporate governance and value creation from stakeholder and medium- to long-term perspectives, promote motivation to contribute to increasing shareholder value, improve the operational effectiveness of the stock compensation system by providing funds for tax payments, and provide incentives to achieve the medium-term management plan and sustainably enhance corporate value over the medium to long term.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation | TEIJIN LIMITED (3401) timely disclosure | Komori