Otsuka Group Global Code ofBusiness Ethics

Otsuka Holdings Co., Ltd.
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Otsuka Group Global Code of Business Ethics
Table of Contents

Introduction to the CodeHuman Rights and Labour standards
Conflicts of Interest
Bribery and Corruption
Employee HealthDiscrimination and Harassment
Diversity and Inclusion
Fair Competition
Environmental Protection
Privacy and Confidentiality
Insider TradingIntellectual Property
Maintaining Books and Records
Business Integrity
Reporting Concerns-2-Introduction to the CodeThe Otsuka Group consists of talented and dedicated individuals guided by theoverarching corporate philosophy: Otsuka-people creating new products for better healthworldwide. We continue to build on our proud legacy of innovation through integrity.
The Otsuka Group Global Code of Business Ethics ("this Code") articulates our
uncompromising commitment to the highest standards of ethical conduct. Embodying key
guiding principles, this Code sets forth the minimum standards of conduct for all
individuals of the Otsuka Group.
This Code is applied to directors, officers, employees (both permanent and contract) andtemporary employees of Otsuka Holdings Co., Ltd. and subsidiaries1 of Otsuka Holdings
Co., Ltd. In addition, we should continue to ensure that directors, officers, employees andtemporary employees of affiliates of Otsuka Holdings Co., Ltd., and third parties (e.g.,contractors, vendors, suppliers) conducting business on Otsuka’s2 behalf understand thisCode and act in compliance with this Code.
This Code applies consistently to all our worldwide business operations. We recognizethat our business activities are subject to the laws of numerous countries and that eachcountry has its own unique set of laws and policies, let alone customs and traditions. For
these reasons, it is unrealistic to implement a uniform set of rules governing all possible
situations in each region. However, it is our intent for this Code to be universally
applicable; it reflects the borderless corporate world and transcends geographical, cultural,and linguistic barriers.
Our professional conduct should be in conformance with all applicable laws andregulations of each country where we operate. You are personally responsible forunderstanding and upholding the relevant laws, public policies, and professional
standards relevant to your role and responsibilities. Nothing in the Code should be

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For affiliates of which Otsuka Holdings Co., Ltd. (or a subsidiary) has an ownership interest of less than

50% and for joint ventures (50/50 ownership interest), these requirements do not apply unless Otsuka
Holdings Co., Ltd. exercises significant control over the affiliates.
2“Otsuka” (or the “Company”) refers to the Otsuka Group consisting of Otsuka Holdings Co., Ltd andsubsidiaries of Otsuka Holdings Co., Ltd.

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construed to interfere with local, national and international laws. In the event of any
conflict between the Code and separately prepared regional codes and policies, you
should decide which sets forth higher standards of conduct. If one requires higher
standards than the other, that code should guide your behavior. Simply put, we must
consistently follow the most stringent rules.
In the end, no guide can replace your conscience and common sense. Err on the side ofseeking guidance if something seems intuitively wrong to you or you are uncertain of thebest path to follow. We encourage you to contact the Legal/Compliance Department or
any other appropriately qualified department or personnel.
Human Rights and Labour Standards
We adhere to the Universal Declaration of Human Rights and to the International Labour
Organization’s core labour standards and take no actions that would impede human rights.
We also strive to maintain a comfortable work environment that is respectful of humanrights.
We support the U.N. Global Compact and incorporate consideration for society and theenvironment into our day-to-day business activities, as a part of the realization of ourcorporate philosophy.
The Labour Principles (Principles 3 through 6 of the U.N. Global Compact 10 Principles)
specify the elimination of forced and compulsory labour and the abolition of child labour.
Consequently, we require compliance with these Principles among our vendors andgenerally in the value chain spheres in which we have influence.
Conflicts of Interest
A conflict of interest arises when any personal activities or relationships (with customers,
suppliers, competitors, family or friends) impair, or even appear to impair, your ability tomake objective and fair business judgment for the Company. In other words, yourpersonal interests potentially collide with the best interests of Otsuka, making it difficult
for you to carry out job responsibilities impartially. We have a duty to work for theCompany’s best interests and ensure that our personal interests do not intrude upon our
responsibility to the Company. Accordingly, we must seek to avoid not only situations-4-

creating a personal conflict of interest but also those creating the appearance of one. Incase of a possible conflict of interest, we encourage you to seek immediate guidance fromthe Legal / Compliance Department, which will determine what course of action is in thebest interests of the Company.
Bribery and Corruption
A bribe is any item of value or advantage to influence action. Giving a bribe means
providing, promising to provide or offering a bribe. Taking a bribe means receiving,promising to receive or requesting a bribe. Giving or taking a bribe could instantly
damage our business and reputation built through our collective dedication and hard work.
It can also trigger civil and criminal charges resulting in penalties such as fines andimprisonment. We must avoid even creating the perception that the Company would givea bribe to obtain or retain any business advantage.
Our company’s cross-border expansion has the potential to expose us to increased legal
liability. It is our duty, as a multinational enterprise, to follow the laws of the countries
where our employees, affiliates and alliances operate. As a global corporate citizen actingwith integrity, Otsuka condemns all forms of bribery and corruption. We will not provide
payments, items of value or advantages to influence anyone improperly, be they in the
public or private sector, directly or indirectly, locally or internationally. Our legal andprofessional commitments include full compliance with applicable anti-bribery andcorruption laws regardless of where we operate.
Employee Health
We believe in creating an environment that supports the mental and physical health ofeach and every employee as an essential pillar of our corporate philosophy. We encourage
our employees to use their capabilities and express their individuality both to enhancetheir work environment and to maintain and improve their health.
Discrimination and Harassment
Employees reach their highest level of professional and personal success in a workplace
where all participants feel included, respected and valued. We empower employees toachieve their full potential through a fair, open and collegial work environment, free from-5-all forms of discrimination and harassment3.
We strive to attract, retain and develop the best talent from a multitude of backgrounds
and experiences, reflecting the growing diversity of the communities we serve. All aspectsof our employment practices (e.g., recruitment and hiring, work assignment, performance
evaluations, promotions, transfers) embody our commitment to fair employment practices.
To this end, we base all employment decisions on merit, qualifications and other jobrelated criteria, without regard to race, color, national origin, gender, sexual orientation,
gender identity or gender expression, religion, citizenship, marital status, pregnancy,
disability, or any other basis protected by applicable laws. Encouraging respectfulinteractions among ourselves, we act with courtesy and sensitivity toward one another,and strictly prohibit, and will not tolerate, harassment of any kind.
Diversity and Inclusion
Our pioneering spirit provides a solid foundation for who we are. As a company driven
by innovation, we actively pursue creative solutions through our diverse and dynamic
workforce sparking out-of-the-box thinking. Our employees bring to work their uniquecultures, backgrounds, experiences and insights. We strive for an inclusive culture,embracing, celebrating, and integrating the uniqueness of each individual. In theincreasingly competitive global business community, the success of Otsuka requires
collaboration across various functional areas, integration of different skills andconsideration of multiple perspectives. A homogeneous workplace can miss out on the
fresh ideas a diversity of perspectives can bring into the organization. Our dedicated teamwith varied backgrounds enhances our ability, for instance, to develop products that
resonate with consumers in diverse cultures. Our continued global success derives fromour people’s creative minds and boundless energy.

3Workplace harassment includes, but is not limited to, the use of words or actions that unreasonablyinterfere with one’s work or create an intimidating, hostile, or offensive work environment. It is
unwarranted and unwelcomed conduct based on race, gender, sexual orientation, gender identity or gender
expression, religion, disability, or any other characteristic or group protected by relevant law.

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Fair Competition
We commit ourselves to fair and open competition on the merits of our products andservices. Accordingly, we abide by antitrust laws, which promote healthy competition ona level playing field by preventing interference with a competitive market system. The
laws aim to protect consumers and competitors against unfair practices such as
agreements among competitors to fix prices, divide markets, allocate customers or limit
the quality or production of products. At the core of antitrust enforcement lays the notionthat independent entities should make independent decisions about how to conduct theirbusiness activities. An antitrust violation could trigger severe consequences such as
criminal penalties and imprisonment for the Company, employees, and management.
Environmental Protection
Our vision to be a world healthcare leader includes a commitment to lead the effort inenvironmental protection. We all have the ability to make a difference in the local,
national and international communities we serve. The responsibility to shape a cleaner,
healthier environment rests with each one of us. Recognizing how our business impacts
the earth, we have embedded our ecological values and practices into all aspects of ourbusiness.
We all need to familiarize ourselves with environmental practices applicable to our duties.
Going beyond compliance with relevant laws and regulations, we also take a proactive
approach, encouraging and pursuing environmentally sound behavior in our daily work.
Every employee is personally responsible for mitigating harmful impacts of theCompany’s operations on the environment. As we aim to strengthen our presence in the
global marketplace, we continuously search for new and better ways to achievesustainable development.
Privacy and Confidentiality
We have a duty to safeguard the confidentiality of the information entrusted to us not onlyby the Company but also by employees, contractors, suppliers, vendors, customers, andothers related to our business. Confidential or proprietary information obtained throughemployment by the Company or through providing services to the Company must be heldin strict confidence and used only for legitimate business purposes. The obligation to-7-

preserve confidential or proprietary information continues even after termination of
employment or the end of any contractual agreement.
Confidential or proprietary information includes all information that is unavailable to thegeneral public and gives the company certain competitive advantages. We must protect
such information whether or not marked or otherwise designated as confidential, andnever disclose any confidential matters to unauthorized persons internally or externally,
including family members. Inadvertent disclosure of such information in casual or social
conversations could be just as harmful to our business. Use caution when disposing of
documents with confidential or proprietary information.
We are equally responsible for respecting the confidentiality of other’s information. We
must not acquire confidential and proprietary information related to other companies
through improper means such as manipulation, misrepresentation, concealment, or breachof any non-disclosure agreement.
We also respect the privacy and personal information of individuals. Our businessactivities require us to use a variety of personal information, including that of employees,
customers, consumers, patients, clinical trial subjects and healthcare professionals. We
are committed to collecting, maintaining, securing, disclosing and using their personal
information in accordance with applicable laws, rules and regulations and only for
legitimate business purposes.
Insider Trading
Otsuka is subject to various laws and regulations governing trading in its securities. It is
illegal to buy or sell securities (e.g., stocks, bonds, options, derivatives) of any publiccompany, using non-public material information 4 about the company. This is called“insider trading” and illegal. Because the information remains unavailable to otherinvestors, a person taking advantage of such information ultimately gains an unfair
advantage over the rest of the market. Insider trading can trigger extremely serious
consequences, ranging from internal disciplinary action to significant civil and criminal
liability.

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Material information is information which typically has an important influence on an investment decisionof an investor.

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Intellectual Property
Intended to reward the efforts of creators/inventors, intellectual property laws protect thework and allow the creator to prevent unauthorized use and misuse of their works.
Intellectual property includes inventions, designs, images, symbols, literary and artistic
works and is protected by law through patents 5 , trademarks 6 , copyrights 7 , and trade
secrets8.
In the age of globalization, intellectual property rights are protected and enforced at themultinational level. Protecting our intellectual property helps the Company maintain its
competitive edge in the global marketplace. We should limit access to our intellectual
property to appropriate individuals within the Company and to authorized third parties.
We should report any suspected misuse of our intellectual property to the Legal/Intellectual Property Department.
Equally important, we all have a duty to respect and protect the intellectual property rightsof third parties. Improper use of others’ intellectual property may trigger fines, lawsuits,
or criminal penalties for the Company and you.
Maintaining Books and Records
The proper management of books and records can directly impact our business operations.
We must create and maintain accurate company records through compliance with properinternal controls (e.g., accounting) and record-keeping procedures. Each business
transaction, even if minor, must be reported accurately, honestly, and completely. Eachone of us is individually responsible for understanding and practicing the reporting anddocumentation requirements applicable to our role.

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A patent is a grant for a limited duration of an exclusive right to exclude others from making, using,importing, offering for sale or selling an invention. Inventions or discoveries that are entitled to patent
protection include any new and useful process, machine, manufacture or composition of matter.
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A trademark is a protected character, figure, sign or three-dimensional shape, or any combination thereof

that identifies and distinguishes the source of a good or service for the consumer.
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A copyright is a form of protection granted for original works of authorship fixed in a tangible medium

of expression, including literary, dramatic, musical, and artistic works such as poetry, novels, movies, songs,
computer software, and architecture.
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A trade secret is information that is useful for business activities, is kept secret, and is not publicly known.

It can be a formula, pattern, compilation, program, device, method, technique, process, etc.

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We must ensure the accuracy of Company records, reflecting the true nature of thebusiness transactions and activities being recorded. Under no circumstances may you
falsify or manipulate our books and records.
Business Integrity
Our values of integrity and transparency guide us in all aspects of our business operations.
We uphold both the spirit and letter of applicable laws and regulations as well as industry
codes of ethics governing research, marketing and promotion. We prevent unfair,
deceptive or misleading practices. To earn and maintain the trust of patients, consumers,
the community and society at large, we consistently conduct business with integrity andtransparency.
Reporting Concerns
At Otsuka, we foster and sustain a workplace culture that promotes open and honest
communication.
By providing reporting procedures and channels, we encourage each person to ask
questions or express concerns. When in doubt about the best course of action, err on theside of seeking guidance. You should initially consult your immediate supervisor. If yourquestion remains unresolved, we encourage you to contact your local
Legal/Compliance/Human Resources Department or any other subject matter experts.
We also urge you to report it immediately if you suspect or know of any violation of law,
this Code, or internal Company policies and procedures. We will promptly investigate thematter and take corrective action if necessary.
We prohibit retaliation of any kind. As long as you are raising your concern in good faith,
we take all reasonable steps to ensure that you have a right to pursue your claim without
fear of retaliation. Employees who engage in retaliatory conduct will face disciplinary
actions.
Established on July 1, 2014
Revised on May 1, 2017
Revised on December 1, 2017
Revised on January 4, 2024
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