Notice of Convocation of the 148th Ordinary General Meeting of Shareholders

Date: June 26, 2024 (Wednesday), 10:00 a.m.
Venue: Imperial Hotel, Osaka 3rd Floor

Contents
Notice of Convocation of the 148th Ordinary General Meeting of Shareholders ····· 1
Guidance Notes on the Exercise of Voting Rights via Electronic
Means (e.g., the Internet, etc.)······································································ 4Internet live stream and the advance questions ··············································· 5Reference Document for the General Meeting of Shareholders ·························· 6
Business Report ························································································ 27
Consolidated Financial Statements ······························································· 79
Unconsolidated Financial Statements ···························································· 84
Audit Reports ···························································································· 88

Internet live stream will be delivered. Please refer to page 5.

Takeda Pharmaceutical Company Limited
TSE Code: 4502

Please note that the following is an English translation of the original Japanese version, prepared
only for the convenience of shareholders residing outside Japan. In case of any discrepancy
between the translation and the Japanese original, the latter shall prevail.
TAKEDA PHARMACEUTICAL COMPANY LIMITED (“TAKEDA”) HEREBY DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIS TRANSLATION, WHETHER
EXPRESS OR IMPLIED INCLUDING, BUT WITHOUT LIMITATION TO, ANY REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO ACCURACY, RELIABILITY OR COMPLETENESS OF THIS
TRANSLATION. IN NO EVENT SHALL TAKEDA BE LIABLE FOR ANY DAMAGES OF ANY KIND OR
NATURE INCLUDING, BUT WITHOUT LIMITATION TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE,CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THIS
TRANSLATION.
This translation includes a translation of the audit report of the financial statements included in theoriginal Japanese version, prepared by KPMG AZSA LLC, TAKEDA’s independent auditor. KPMG
AZSA LLC has not audited and makes no warranty as to the accuracy or otherwise of the translationof the financial statements or other financial information included in this translation.

TSE Code: 4502
June 4, 2024
Dear Shareholders

Notice of Convocation of the 148th Ordinary General Meeting of Shareholders
This is to inform you that TAKEDA PHARMACEUTICAL COMPANY LIMITED (the “Company” or “TAKEDA”) will beholding its 148th Ordinary General Meeting of Shareholders (the “Meeting”) as follows.
For convening the Meeting, information contained in the Reference Document for General Meeting of Shareholders,etc. (matters subject to measures for electronic provision (“Electronic Provision Measures Matters”)) is provided
electronically, and is posted on the Company’s website. Please go to the Company’s website below and review them.
The Company’s website:
https://www.takeda.com/investors/events
In addition to the above, Electronic Provision Measures Matters are also available on the website of the Tokyo Stock
Exchange (TSE). Please go to the TSE’s website below (Listed Company Search), enter the issue name (Takeda
Pharmaceutical Company) or TSE code (4502), search for it, and select “Basic information” and “Documents for public
inspection/PR information” to see them.
The TSE’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are not attending the Meeting, you may exercise your voting rights via electronic means (e.g. the internet, etc.)
or in writing. Please kindly go through the Reference Document for General Meeting of Shareholders described below
and exercise your voting rights no later than 5:30 p.m. on June 25, 2024 (Tuesday).
(The Internet live stream will be delivered so that you can view the Meeting at home or another remote location of yourconvenience as described in page 5. Please consider exercising voting rights in advance and viewing the internet live
stream.)Exercise of Voting Rights via Electronic Means (e.g.: the Internet, etc.)
Please refer to the “Guidance Notes on the Exercise of Voting Rights via Electronic Means (e.g., the Internet, etc.)”
on page 4, and complete the entry of your approval or disapproval of the proposals in accordance with the
instructions on the screen on or before the deadline below.
Deadline for Exercise (completion of entry): 5:30 p.m. on June 25, 2024 (Tuesday)
Exercise of Voting Rights in Writing
Please indicate your approval or disapproval of the proposals on the enclosed “Voting Right Exercise Form” andsend it back to reach us on or before the deadline below.
Deadline for Exercise (arrival): 5:30 p.m. on June 25, 2024 (Tuesday)

Yours faithfully,
Christophe Weber
President and Representative Director
Takeda Pharmaceutical Company Limited
1-1, Doshomachi 4-chome
Chuo-ku, Osaka 540-8645, Japan-1-

Details
1. Date:June 26, 2024 (Wednesday), 10:00 a.m.

2. Venue: Imperial Hotel, Osaka 3rd Floor
8-50, Temmabashi 1-Chome, Kita-ku, Osaka, Japan
3. Objectives of the Meeting:
Matters to be reported:
1. Reports on the Business Report, Consolidated Financial Statements andUnconsolidated Financial Statements for the 147th fiscal year (from April 1, 2023 toMarch 31, 2024)
2. Reports on the Audit Reports on the Consolidated Financial Statements for the 147th
fiscal year by the Accounting Auditor and Audit and Supervisory Committee
Matters to be resolved:
First Proposal:
Appropriation of Surplus
Second Proposal: Election of Ten (10) Directors who are not Audit and Supervisory
Committee Members
Third Proposal:
Election of Four (4) Directors who are Audit and Supervisory
Committee Members
Fourth Proposal: Payment of Bonuses to Directors who are not Audit and Supervisory
Committee Members⚫
⚫
⚫

Please be so kind as to submit the enclosed Voting Right Exercise Form to a receptionist at the venue forattendance of the Meeting.
Please also be so kind to cooperate with measures that the Company or the hotel deem necessary for the safetyof shareholders as a whole.
In case where the operation of the Meeting is significantly changed, those changes will be announced on our
website (https://www.takeda.com/investors/events).

Guidance Notes on the Treatment of Exercise of Voting Rights(1) If you exercise your voting rights both via electronic means (e.g., the Internet, etc.) and in writing, theCompany will regard only the vote cast via electronic means (e.g., the Internet, etc.) as valid, regardlessof the time and date the votes are received.
(2) If you exercise your voting rights more than once via electronic means (e.g., the Internet, etc.), theCompany will regard only your last vote as valid.
(3) If you exercise your voting rights by proxy, you may delegate your voting rights to one shareholder who
holds voting rights in the Company. However, please note that you are required to submit a document
certifying the authority of such proxy.
(4) If neither “for” nor “against” is marked on the submitted Voting Right Exercise Form, it will be treated as aconsent for the relevant proposal(s).

-2-Other matters decided for convening the Meeting
1. Among the Electronic Provision Measures Matters, the following items are not included in the hardcopies of
documents sent to shareholders who made a request for delivery of documents in accordance with relevant laws
and regulations, as well as the Company’s Articles of Incorporation. Please note that Audit and Supervisory
Committee and Accounting Auditor audited the documents which include the following items:
1) Following items of the Business ReportBusiness Overview
Business Performance for Fiscal 2023
Issues for the Takeda Group to AddressFinancial Position and Income Summary
Main Businesses of the Takeda Group
Major Offices of the Company

Employees

Principal lenders and loan amounts
Common Stock of the Company
Outline of the terms of the liability limitation agreement
Outline of the terms of the company indemnification agreement
Outlines of the terms of the directors & officers liability insuranceExternal Directors (Major activities during this fiscal year and the summary of the duties which wereconducted by the External Directors with regard to the roles which the Company had expected them tofulfill)
Accounting AuditorOverview of the Systems to Ensure the Appropriateness of Operations of the Company and the Status
of Implementation of such Systems2) Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements
3) Unconsolidated Financial Statements (Unconsolidated Balance Sheet, Unconsolidated Statement of
Operations, Unconsolidated Statements of Changes in Net Assets and Notes to the Unconsolidated Financial
Statements)
2. Any modification made to the Electronic Provision Measures Matters will be communicated by posting a notification
to that effect and the pre-modified versions of those matters on the Company’s website and TSE’s website.
3. The resolutions made at the 148th Ordinary General Meeting of Shareholders will be posted on our website after
the completion thereof instead of sending the notice of resolutions in writing.
Company’s website

https://www.takeda.com/investors/eventsEND OF DOCUMENT-3-

Guidance Notes on the Exercising of Voting Rights via Electronic Means (e.g., the Internet,etc.) (Not applicable for holders of American Depositary Shares)
Website for exercising voting rights: https://evote.tr.mufg.jp/
You may exercise your voting rights via the Internet by accessing the website for exercising
voting rights using a smartphone or a personal computer. Please exercise your voting rights
following the instructions on the screen.
⚫ Please note that you will not be able to access the above URL from 2:30 a.m. to 4:30
a.m. each day.
⚫ Any Internet access fees or communication charges, etc., arising from access to thewebsite for exercising voting rights shall be borne by the user.
Method for Exercising Voting Rights by scanning QR code
(QR Code is the registered trademark of DENSO WAVE INCORPORATED)

Scan “QR Code for Login” provided in the right side of the enclosed “Voting Right Exercise
Form”
In exercising your voting rights by using a smartphone, neither “Login ID” nor “Tentative
Password” is required.
Method for Exercising Voting Rights by entering “Login ID” and “Tentative Password”(1) Access the website for exercising voting rights above by using a personal computer
Click “Next Screen”(2) Enter “Login ID” and “Tentative Password”
Enter “Login ID” and “Tentative Password” provided in the Voting Right Exercise Form
(3) Login
Click “Login” and enter your approval or disapproval of the proposals following the
instructions on the screen.

For inquiries with respect to systems, please contact:
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division (help desk)
Telephone: 0120-173-027 (toll-free number)Operating Hours: 9:00 to 21:00
To Institutional Investors:“Electronic Voting Platform” is available as a method for exercising voting rights.

-4-

<Internet live stream and the advance questions>
The Internet live stream will be delivered so that you can view the Meeting at home or another remote location of yourconvenience, and post the video of the Meeting on the Company’s website available on demand at a later date of the
Meeting. Please consider exercising voting rights in advance and viewing the internet live stream. Also, you can ask an
advance question related to the objectives of the Meeting. Please refer to the enclosed “Guidance on Internet Live
Stream of the 148th Ordinary General Meeting of Shareholders” for details such as the way of access.
1. For the Internet live stream and the advance questions
Please access the URL below:
https://web.lumiconnect.com/748524668

You will be able to access the website above once you scan the QR code indicated here using your smartphone ortablet. (QR Code is the registered trademark of DENSO WAVE INCORPORATED)
Also, you will be able to access from the Company’s website (https://www.takeda.com/investors/events).
2. Internet Live Stream
Date and time: From 10:00 a.m. to the end of the Meeting on June 26, 2024 (Wednesday)(You can access from 9:00 a.m. on June 26, 2024. Before that, you can conduct the test of access.)
How to login:
After accessing the URL above, please enter the “Login ID” and “Password” in accordance with the enclosed“Guidance on Internet Live Stream of the 148th Ordinary General Meeting of Shareholders.”
Please note that the shareholders who are viewing the Meeting on the internet are not entitled to exercise their voting
rights or ask questions during the Meeting. We will make free comments function available to you. However, pleasekindly understand that while we cannot answer to each comment, we will use it for the operation of the Meeting.
3. Acceptance of Advance Question via the Internet
Acceptance period: From noon on June 5, 2024 (Wednesday) to 5:00 p.m. on June 18, 2024 (Tuesday)
How to ask:
After accessing the URL above, please enter the “Login ID” and “Password” in accordance with the enclosed“Guidance on Internet Live Stream of the 148th Ordinary General Meeting of Shareholders,” and fill out the advancequestion form.
Please note that you can ask one question related to the objectives of the Meeting. Among such advance questions,the matters in which the shareholders are highly interested will be answered during the Meeting. However, please kindly
understand that we cannot answer to each advance question.

Notice regarding Digital Transition of Message from Christophe Weber,President & CEO
The message from Christophe Weber, President & CEO, which to date had
been sent together with the Notice of Convocation, will now be available on our
website exclusively. This change reflects our commitment to protecting theplanet. The message can be accessed via the following URL or QR code.
(QR Code is the registered trademark of DENSO WAVE INCORPORATED)Our website:
https://takeda.info/2024-shareholder-letter-5-Reference Document for the General Meeting of Shareholders
Proposals and Reference Matters:
First Proposal: Appropriation of Surplus

Guided by our vision to discover and deliver life-transforming treatments, and with a focus on maintaining
solid investment grade credit ratings, we will allocate capital to deliver sustainable value to patients andattractive returns to our shareholders.
The Company’s policy in the allocation of capital is as follows:• Invest in growth drivers; and• Shareholder returns.
In respect of "Invest in growth drivers", the Company makes strategic investments in internal and external
opportunities to enhance the pipeline, new product launches, and plasma-derived therapies. With regard to"Shareholder returns", the Company has adopted a progressive dividend policy of increasing or maintaining
the annual dividend per share each year, alongside share buybacks when appropriate.
The Company submits the following proposal with respect to the appropriation of surplus for this fiscal year:
Year-end dividends(1) Type of dividend asset
Cash(2) Allocation of dividend asset to shareholders and total amount of allocation
94 JPY per share of common stock;Total amount: 148,041,018,112 JPY(Reference)
Combined with the interim dividend of 94 JPY per share, the annual dividend will be 188 JPY pershare (an increase of 8 JPY per share over the previous fiscal year).
(3) Effective date of distribution of the dividend
June 27, 2024

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Second Proposal: Election of Ten (10) Directors who are not Audit and Supervisory Committee Members
The term of office of the ten (10) Directors who are not Audit and Supervisory Committee (ASC) Members, namely,
Christophe Weber, Andrew Plump, Costa Saroukos, Masami Iijima, Jean-Luc Butel, Ian Clark, Steven Gillis, John
Maraganore, Michel Orsinger and Miki Tsusaka, will expire at the close of this General Meeting of Shareholders
and Mr. Olivier Bohuon retired from his position at the time of his death on May 5, 2024. The Company therefore
proposes the election of the ten (10) Directors who are not ASC Members, including the seven (7) External
Directors.
The 10 candidates for Directors who are not ASC Members including 2 female candidates are as follows:
Candidate
No.

Name

1

Christophe
Weber

To be reelected2

Andrew
Plump

To be reelected3

MilanoFurutaMasami
IijimaTo be newly elected5

Ian Clark

6

Steven Gillis

7

John
Maraganore

8

MichelOrsinger

To be reelected asExternal Director
Independent Director
To be reelected asExternal Director
Independent Director
To be reelected asExternal Director
Independent Director
To be reelected asExternal Director
Independent Director

9

Miki
Tsusaka10

EmikoHigashi4(Note)To be reelected asExternal Director
Independent Director

To be reelected
as External Director
Independent Director
To be newly elected
as External Director
Independent Director

Current position andresponsibilities

Tenure as
Director

President andRepresentative Director
Chief Executive Officer
Director
President, Research andDevelopment
Chief Financial Officer

10 years

Number of Board of
Directors meetings
attended
8/8 (100%)

9 years

8/8 (100%)--

Director
Chair of the Board of
Directors meeting
Chairperson ofNomination Committee
Director
Compensation Committee
MemberDirector
Nomination Committee
MemberDirector

3 years

8/8 (100%)

5.5 years

7/8 (100%)

5.5 years

8/8 (88%)

2 years

8/8 (100%)

Director
Nomination Committee
MemberCompensation Committee
MemberDirector

8 years

8/8 (100%)

1 year7/7 (100%)-

Director (ASC Member)
Chairperson ofCompensation Committee

8 years

8/8 (100%)

With regard to “Number of Board of Directors meetings attended,” the Board of Directors meetings which Ms.
Miki Tsusaka, Director, was eligible to attend were those held on and after June 28, 2023 when she took office.

<Reference>
For the Board of Directors Skills Matrix in case the nominated directors proposed in the 2nd and 3rd proposals are elected, please
access the following URL.
https://takeda.info/skillmatrix_sm_148_en-7-

Candidate
Christophe Weber
No.1
Born on November 14, 1966 (57 years old)
To be Reelected as Internal Director
10 yearsTenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of Company Shares Held785,900 shares
Number of Company Shares to be702,331 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) Held
Number of Company ADS to be
211,756 sharesprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
April 2012
April 2012
April 2012
April 2014
June 2014
April 2015
September 2020

President & General Manager, GlaxoSmithKline Vaccines
CEO, GlaxoSmithKline Biologicals
Member of GlaxoSmithKline Corporate Executive Team
Chief Operating Officer of the Company
President and Representative Director of the Company (to present)
Chief Executive Officer of the Company (to present)
Head of Global Business, Takeda Pharmaceuticals U.S.A., Inc. (to present)
Rationale for Nomination as Candidate for Director

Mr. Christophe Weber has more than 30 years of global experience in the pharmaceutical industry. Since 2014,
he has demonstrated his strong leadership as President & CEO, transforming the Company into a truly global,
values-based, R&D-driven, digital biopharmaceutical company through R&D transformation and a successful
integration with Shire. He leads a diverse Takeda Executive Team consisting of 17 members of 9 different
nationalities, who, together with our 50,000 global employees, are pursuing our vision of discovering anddelivering life-transforming treatments, guided by our commitments to patients, our people and the planet.
The Company nominates Mr. Weber as Director in the belief that it is necessary to continue to utilize his ability,
experience, and leadership in the management of the Company.

-8-

Candidate
Andrew Plump
No.2
Born on October 13, 1965 (58 years old)
To be Reelected as Internal Director
9 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of Company Shares Held
0 shareNumber of Company Shares to be
0 shareprovidedNumber of Company American
276,845 shares
Depositary Shares (ADS) Held
Number of Company ADS to be739,162 sharesprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
January 2008
March 2014
February 2015
June 2015
June 2015
January 2019
July 2021

Vice President, Cardiovascular Disease Franchise, Worldwide Discovery Head,
Merck & Co.
Senior Vice President & Deputy to the President for Research & Translational Medicine,
Sanofi
Chief Medical & Scientific Officer Designate of the Company
Director of the Company (to present)
Chief Medical & Scientific Officer of the Company
President, Research & Development of the Company (to present)
President, Research & Development, Takeda Development Center Americas, Inc.
(to present)
Rationale for Nomination as Candidate for Director

As President, Research & Development, Dr. Andrew Plump has been demonstrating his formidable initiative,
guiding the R&D transformation and advancing measures to build the Company’s R&D pipeline, including driving
innovative R&D agendas that leverage the Company’s expertise in core therapeutic areas. He has alsoenhanced the performance and culture of the R&D organization by strengthening internal R&D capabilities while
cultivating external partnerships.
The Company nominates Dr. Plump as Director in the belief that it is necessary to continue to utilize his ability
and experience is essential for its management.

-9-

Candidate
Milano Furuta
No.3
Born on February 26, 1978 (46 years old)
To be newly elected as Internal Director
Tenure as Director
Number of Board of Directors
meetings attended
Number of Company Shares Held
13,200 shares
Number of Company Shares to be
41,606 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) Held
Number of Company ADS to be
0 shareprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
April 2000
June 2006
July 2010
June 2017
January 2019
April 2021
April 2024

Joined The Industrial Bank of Japan, Limited (currently Mizuho Financial Group, Inc.)
Joined Taiyo Pacific Partners, USA
Joined the Company
Country Manager, Takeda Pharma AB (Sweden)
Corporate Strategy Officer & Chief of Staff of the Company
President, Japan Pharma Business Unit of the Company
Chief Financial Officer of the Company (to present)
Rationale for Nomination as Candidate for Director

Mr. Milano Furuta has expertise in finance and corporate management through investment and financing
operations, and has accumulated experiences in business planning, sales and marketing, and business
management related to pharmaceutical business in multiple countries at the Company.
In recent years, Mr. Furuta, as a member of the Takeda Executive Team, served as Corporate Strategy Officer
and President, Japan Pharma Business Unit, and currently serves as Chief Financial Officer.
The Company nominates Mr. Furuta as Director in the belief that his extensive experience and competencies
will contribute to the continuous growth and success of the Company as a global, values-based, and R&Ddriven, digital biopharmaceutical leader.

- 10 -

Candidate
Masami Iijima
No.4
Born on September 23, 1950 (73 years old)
To be Reelected as External Director / Independent Director
3 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of Company Shares Held
300 shares
Number of Company Shares to be
14,522 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) Held
Number of Company ADS to be
0 shareprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
June 2008
October 2008
April 2009
April 2015
June 2018
June 2019
April 2021
June 2021
June 2021
June 2022
June 2023

Representative Director, Executive Managing Officer, Mitsui & Co., Ltd
Representative Director, Senior Executive Managing Officer, Mitsui & Co., Ltd.
Representative Director, President and Chief Executive Officer, Mitsui & Co., Ltd.
Representative Director, Chairman of the Board of Directors, Mitsui & Co., Ltd.
External Director, SoftBank Group Corp. (to present)Counsellor, Bank of Japan (to present)
Director, Mitsui & Co., Ltd.
Counselor, Mitsui & Co., Ltd. (to present)
External Director of the Company who is an ASC Member
External Director who is the Chair of the Board of Directors meeting of the Company (topresent)
External Director, Kajima Corporation (to present)

Rationale for Nomination as Candidate for External Director and Overview of Expected Role
Mr. Masami Iijima served as Representative Director, President, and CEO of Mitsui & Co., Ltd., where heoversaw global management of the company. Later, as Chair of the Board and Representative Director andChair of the Board meetings, he focused on management supervision and improving the effectiveness of theBoard of Directors. During his career, he acquired extensive experience in various fields including corporate
governance and risk management.
In addition to active participation on the Company's Board of Directors as an External Director, he contributes
to fair and impartial decision-making and ensuring the soundness of business activities by leading discussions
at meetings of External Directors in addition to facilitating the proceedings of the Board of Directors as the Chairof the Board. He has been involved in the management of the Company as an External Director who is an ASC
Member since June 2021, and as an External Director who is not an ASC Member and Chair of the Board of
Directors meeting since June 2022.
The Company nominates Mr. Iijima as an External Director because he is expected to continue to fulfill theimportant roles for the Company described above.

- 11 -

Candidate
Ian Clark
No.5
Born on August 27, 1960 (63 years old)
To be Reelected as External Director / Independent Director
5.5 years
Tenure as Director
Number of Board of Directors
7/8 (88%)
meetings attended
Number of Company Shares Held
0 shareNumber of Company Shares to be
16,878 sharesprovidedNumber of Company American
2,096 shares
Depositary Shares (ADS) Held
Number of Company ADS to be
0 shareprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
January 2010
January 2017
January 2017
January 2017
January 2019
August 2020

Director, Chief Executive Officer and Head of North American Commercial Operations,
Genentech, Inc.
External Director, Shire plc
External Director, Corvus Pharmaceuticals, Inc. (to present)
External Director, Guardant Health, Inc. (to present)
External Director of the Company (to present)
External Director, Olema Pharmaceuticals, Inc. (to present)

Rationale for Nomination as Candidate for External Director and Overview of Expected Role
Mr. Ian Clark has experience as an External Director of Shire, bringing deep expertise to the Company’s portfolio
and its related therapeutic areas. He has served in several pivotal positions at global healthcare companies in
Europe and Canada. He has gained deep insights through his extensive experience in the management of
global healthcare businesses, and has particular expertise in marketing in the oncology sector and in the
management of biotechnology departments in healthcare companies.
He has contributed to ensuring fair and appropriate decisions and actions of the Company through his active
participation on the Board of Directors as an External Director.
The Company nominates Mr. Clark as an External Director because he is expected to continue to fulfill theimportant roles for the Company described above.

- 12 -

Candidate
Steven Gillis
No.6
Born on April 25, 1953 (71 years old)
To be Reelected as External Director / Independent Director
5.5 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of Company Shares Held
0 shareNumber of Company Shares to be
16,878 sharesprovidedNumber of Company American
8,257 shares
Depositary Shares (ADS) Held
Number of Company ADS to be
0 shareprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
August 1981
May 1993
October 1994
January 1999
August 2005
October 2012
October 2015
May 2016
January 2019

Founder, Director and Executive Vice President, Research and Development, Immunex
Corporation (currently, Amgen, Inc.)
Chief Executive Officer, Immunex Corporation
Founder, Director and Chief Executive Officer, Corixa Corporation (currently,
GlaxoSmithKline)
Director and Chairman, Corixa Corporation
Managing Director, ARCH Venture Partners (to present)
External Director, Shire plc
External Director and Chairman, Codiak BioSciences, Inc. (to present)
External Director and Chairman, VBI Vaccines, Inc. (to present)
External Director of the Company (to present)

Rationale for Nomination as Candidate for External Director and Overview of Expected Role
Dr. Steven Gillis has experience as an External Director of Shire, bringing deep expertise to the Company’s
portfolio and its related therapeutic areas. He has a Ph.D. in Biology and has served in several pivotal positionsat global healthcare companies in the U.S. and Europe. He also has extensive experience in global healthcare
business management and significant expertise in immunology.
He has contributed to ensuring fair and appropriate decisions and actions of the Company through his active
participation on the Board of Directors as External Director.
The Company nominates Dr. Gillis as External Director because he is expected to continue to fulfill theimportant roles for the Company described above.

- 13 -

Candidate
John Maraganore
No.7
Born on October 11, 1962 (61 years old)
To be Reelected as External Director / Independent Director
2 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of Company Shares Held
0 shareNumber of Company Shares to be
9,373 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) Held
Number of Company ADS to be
0 shareprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
April 2000
December 2002
June 2017
November 2021
February 2022
June 2022
July 2022

Senior Vice President, Strategic Product Development, Millennium Pharmaceuticals,
Inc.
Director and Chief Executive Officer, Alnylam Pharmaceuticals, Inc.
Chairperson, Biotechnology Innovation Organization
External Director, Beam Therapeutics, Inc. (to present)
External Director, Kymera Therapeutics, Inc. (to present)
External Director of the Company (to present)
External Director, ProKidney Corporation (to present)

Rationale for Nomination as Candidate for External Director and Overview of Expected Role
Dr. John Maraganore is a pioneering executive with more than three decades of experience in thepharmaceutical industry. He served as the CEO and a Director of Alnylam Pharmaceuticals for nearly 20 years
and retired at the end of 2021. Prior to Alnylam, he served as an officer and a member of the management teamfor Millennium. During his career, he has gained substantial experience in the pharmaceutical industry.
He has contributed to ensuring fair and appropriate decisions and actions of the Company through his active
participation on the Board of Directors as an External Director.
The Company nominates Dr. Maraganore as an External Director because he is expected to continue to fulfill
the important roles for the Company described above.

- 14 -

Candidate
Michel Orsinger
No.8
Born on September 15, 1957 (66 years old)
To be Reelected as External Director / Independent Director
8 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of Company Shares Held
0 shareNumber of Company Shares to be
21,054 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) Held
Number of Company ADS to be
0 shareprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
March 2001
April 2007
June 2012
June 2012
June 2016
June 2019
June 2022

Chief Executive Officer and President, OTC Division Worldwide, Consumer Health,Novartis AG
President and Chief Executive Officer, Synthes, Inc. (currently Johnson & Johnson)
Worldwide Chairman, Global Orthopedics Group, DePuy Synthes Companies, Johnson& Johnson
Member of Global Management Team, Johnson & Johnson
External Director of the Company
External Director of the Company who is an ASC Member
External Director of the Company (to present)

Rationale for Nomination as Candidate for External Director and Overview of Expected Role
Mr. Michel Orsinger has served in several pivotal positions at global healthcare companies in the U.S. andEurope. He has gained deep insights from extensive experience in global healthcare business management.
He has contributed to ensuring fair and appropriate decisions and actions of the Company through his active
participation on the Board of Directors as External Director. He has been involved in the management of theCompany as an External Director who is not an ASC Member since June 2016, as an External Director who is
an ASC Member since June 2019, and as an External Director who is not an ASC Member since June 2022.
The Company nominates Mr. Orsinger as an External Director because he is expected to continue to fulfill theimportant roles for the Company described above.

- 15 -

Candidate
Miki Tsusaka
No.9
Born on April 24, 1963 (61 years old)
To be Reelected as External Director / Independent Director
1 yearTenure as Director
Number of Board of Directors
7/7 (100%)
meetings attended
Number of Company Shares Held
0 shareNumber of Company Shares to be
4,252 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) Held
Number of Company ADS to be
0 shareprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
May 1995
May 2003
May 2005
October 2011
June 2013
February 2023
June 2023

Partner and Managing Director, Boston Consulting Group
Senior Partner and Managing Director, Boston Consulting Group
Global Leader, Marketing, Sales & Pricing Practice, Boston Consulting Group
Executive Committee Member, Boston Consulting Group
Chief Marketing Officer, Boston Consulting Group
President, Microsoft Japan Co., Ltd. (to present)
External Director of the Company (to present)

Rationale for Nomination as Candidate for External Director and Overview of Expected Role
Ms. Miki Tsusaka has exceptional leadership skills and substantial expertise in global business, strategy, anddata & digital, and has deep insights into the leveraging of technology to drive innovation and create value.
Having worked with companies across Asia, Europe, and North America, she brings deep insights and a wide
variety of experiences relating to working in a global environment.
She has contributed to ensuring fair and appropriate decisions and actions of the Company through her active
participation on the Board of Directors as an External Director.
The Company nominates Ms. Tsusaka as an External Director because she is expected to continue to fulfill
the important roles for the Company described above.

- 16 -

Candidate
Emiko Higashi
No.10
Born on November 6, 1958 (65 years old)
To be newly elected as External Director / Independent Director
8 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of Company Shares Held2,500 shares
Number of Company Shares to be
21,054 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) Held
Number of Company ADS to be
0 shareprovidedProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
May 1994
April 2000
January 2003
November 2010
June 2016
May 2017
June 2019
March 2023

Managing Director, Investment Banking, Merrill Lynch & Co.
CEO, Gilo Ventures, LLC
Managing Director, Tomon Partners, LLC (to present)
External Director, KLA-Tencor Corporation (currently KLA Corporation) (to present)
External Director of the Company
External Director, Rambus Inc. (to present)
External Director of the Company who is an ASC Member (to present)
External Director, Rapidus Corporation (to present)

Rationale for Nomination as Candidate for External Director and Overview of Expected Role
Ms. Emiko Higashi has experience in pivotal positions, such as CEO of investment funds mainly in the U.S., aswell as experience in investment funds specializing in healthcare and technology. She has extensive knowledge
and experience in finance and accounting, the financial industry, the healthcare industry, and data andtechnology.
She has contributed to ensuring fair and appropriate decisions and actions of the Company through her active
participation on the Board of Directors as External Director. She has been involved in the management of theCompany as an External Director who is not an ASC Member since June 2016 and as an External Director who
is an ASC Member since June 2019.
The Company nominates Ms. Higashi as an External Director because she is expected to continue to fulfill theimportant roles for the Company described above.

- 17 -

(Notes)
1. No special interests exist between the above candidates and the Company.
2. The number of Company shares held represents the number of common stocks held as of March 31, 2024. The
number of Company shares to be provided represents the number of common stocks vested but undelivered andscheduled to be vested, including those granted to Directors based outside of Japan that will be converted to ADSs
for settlement following vesting, under the Board Incentive Plan (“BIP”) for Directors (excluding Directors basedoutside of Japan who are not External Directors) and the Employee Stock Ownership Plan (“ESOP”), a stock grantplan for Company management in Japan (which relates to all of the Company Shares to be provided to Mr. Milano
Furuta as described above). The number of Company shares to be provided to candidates (excluding candidates for
Directors who are External Directors) pursuant to the BIP or ESOP is comprised of Restricted Stock Unit awards(“RSU awards”) and Performance Share Unit awards (“PSU awards”). The number of Company shares to be provided
to candidates for External Directors (including the candidates for External Directors who are ASC Members) pursuant
to the BIP is comprised only of RSU awards. RSU awards to be provided to candidates (excluding candidates forExternal Directors) vest one third each year over a three-year period and PSU awards vest three years from the dateof grant. Included PSU awards to be vested in the future years represent the total number of shares to be issued
assuming that relevant targets are met at the 100% level; the actual number of shares issued may be fewer or greater
depending on the level at which targets are met. RSU awards to be provided to candidates for External Directors(including the candidates for External Directors who are ASC Members) will be provided or paid three years from thedate of grant. In addition, with regard to the Company’s shares to be provided under the BIP or ESOP, the voting
rights thereof may not be exercised before such shares are provided to each candidate.
3. The number of Company ADS held represents the number of American Depositary Shares held as of March 31, 2024
and is rounded to the nearest whole number. Each ADS represents one half of a common stock. The number ofCompany ADS to be provided represents the number of American Depositary Shares vested but undelivered andscheduled to be vested under Long-Term Incentive Plan for Company Group Employees Overseas (“LTIP”). The
number of Company ADS to be provided pursuant to the LTIP is comprised of RSU awards and Performance Stock
Unit awards (“PSU awards”). RSU awards vest one third each year over a three-year period and PSU awards vest
three years from the date of grant. Included PSU awards to be vested in the future years represent the total numberof ADS to be issued assuming that relevant targets are met at the 100% level; the actual number of ADS issued may
be fewer or greater depending on the level at which targets are met. In addition, with regard to the ADS to be provided
under the LTIP, the voting rights thereof may not be exercised before such shares are provided to each candidate.
4. Mr. Masami Iijima, Mr. Ian Clark, Dr. Steven Gillis, Dr. John Maraganore, Mr. Michel Orsinger, Ms. Miki Tsusaka and
Ms. Emiko Higashi are candidates to become External Directors who are not ASC Members of the Company. The
Company has set “Internal criteria for independence of external directors” (the contents of such criteria are as set
forth on page 19.) and elected the External Directors based on such criteria. All of these 8 persons have met therequirements for Independent Directors based on the regulations of the financial instruments exchanges in Japanthat the Company is listed on (e.g. Tokyo Stock Exchange, Inc.). The Company has appointed Mr. Masami Iijima, Mr.
Ian Clark, Dr. Steven Gillis, Dr. John Maraganore, Mr. Michel Orsinger, Ms. Miki Tsusaka and Ms. Emiko Higashi as
Independent Directors and submitted a notification to each of such exchanges.
5. The Company has entered into contracts with Mr. Masami Iijima, Mr. Ian Clark, Dr. Steven Gillis, Dr. John Maraganore,
Mr. Michel Orsinger, Ms. Miki Tsusaka and Ms. Emiko Higashi limiting the maximum amount of their liability for thedamages set forth in Article 423, Paragraph 1 of the Companies Act to the legally stipulated value. If the re-electionof Mr. Masami Iijima, Mr. Ian Clark, Dr. Steven Gillis, Dr. John Maraganore, Mr. Michel Orsinger and Ms. Miki Tsusaka
is approved, and if the election of Mr. Emiko Higashi as Director who is not an ASC Member is approved, the Company
plans to continue the same contracts to limit their liability.
6. The Company has entered into company indemnification agreements with all of the candidates, who are Directors atpresent, as defined in Article 430-2, Paragraph 1 of the Companies Act, which provide that the Company shallindemnify expenses set forth in Article 430-2, Paragraph 1, Item 1 thereof, and damages set forth in Article 430-2,
Paragraph 1, Item 2 thereof within the scope permitted by the laws and regulations. If re-election of Mr. Christophe
Weber, Dr. Andrew Plump, Mr. Masami Iijima, Mr. Ian Clark, Dr. Steven Gillis, Dr. John Maraganore, Mr. Michel
Orsinger and Ms. Miki Tsusaka is approved, and if the election of Mr. Emiko Higashi as Director who is not an ASC
Member is approved, the Company plans to continue the same agreements. Also, if election of Mr. Milano Furuta isapproved, the Company plans to conclude the same company indemnification agreement with him.

- 18 -

7. The Company has entered into directors & officers liability insurance contracts with insurance companies as definedin Article 430-3, Paragraph 1 of the Companies Act, under which Directors of the Company are insured. Such
insurance covers damages which may arise from liability incurred by such insured persons in connection with theexecution of their duties or claims made against such insured persons in relation to such liability. If re-election orelection of the candidates is approved, such candidates will be insured under such insurance scheme. The insurance
contracts are planned to be renewed during such candidates’ term of office.

<Reference> Internal criteria for the independence of External Directors of the Company
The Company will judge whether an External Director has sufficient independence against the Company withemphasis on his/her meeting the following quality requirements, on the premise that he/she meets the criteria
for independence established by the financial instruments exchanges.
The Company believes that such persons will truly meet the shareholders’ expectations as External Directorsof the Company, i.e., persons who can exert a strong presence in a diverse group of people that comprise thedirectors of the Company by proactively continuing to inquire on the nature of, encourage improvement in, andmake suggestions regarding the important matters of the Company doing a pharmaceutical business globally,
for the purpose of facilitating an impartial and fair judgment of the Company’s business and securing the soundmanagement of the Company.
The Company requires that persons who will be external directors to meet two (2) or more items out of thefollowing four (4) items of quality requirements:(1) He/She has advanced insight derived from experience in corporate management;(2) He/She has a high level of knowledge in areas requiring high expertise such as accounting and law;(3) He/She is well versed in the pharmaceutical and/or global business; and(4) He/She has advanced linguistic skills and/or broad experience, which enables him/her to understand diverse
values and to actively participate in discussions with others.

- 19 -

Third Proposal: Election of Four (4) Directors who are Audit and Supervisory Committee Members
The term of office of the four (4) Directors who are Audit and Supervisory Committee (“ASC”) Members, namely
Koji Hatsukawa, Yoshiaki Fujimori, Emiko Higashi and Kimberly A. Reed will expire at the close of this General
Meeting of Shareholders. Therefore, the Company proposes the election of these four (4) External Directors who
are ASC Members.
This proposal was approved by the ASC.
The 4 candidates for Directors who are ASC Members including 1 female candidate are as follows:
Candidate
No.

Name

1

Koji
Hatsukawa2

YoshiakiFujimori

3

Kimberly
A. Reed4Jean-Luc
Butel

To be
reelected asExternal
Director
Independent
Director
To bereelected asExternal
Director
Independent
Director
To bereelected asExternal
Director
Independent
Director
To be newly
elected asExternal
Director
Independent
Director

Current position
andresponsibilities
Director(ASC Member)Head of theASC

Tenure as
Director
8 years

Number of Board of
Directors meetings
attended
8/8 (100%)

Number of ASC
meetings
attended
8/8 (100%)

Director(ASC Member)
Nomination
Committee
Member

8 years

8/8 (100%)

8/8 (100%)-

Director(ASC Member)

2 years

8/8 (100%)

8/8 (100%)-

Director
Nomination
Committee
Member

8 years

8/8 (100%)-<Reference>
For the Board of Directors Skills Matrix in case the nominated directors proposed in the 2nd and 3rd proposals are elected, please
access the following URL.
https://takeda.info/skillmatrix_sm_148_en- 20 -

Candidate
Koji Hatsukawa
No.1
Born on September 25, 1951 (72 years old)
To be Reelected as External Director / Independent Director
8 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of ASC meetings attended
8/8 (100%)
Number of Company Shares Held
10,000 shares
Number of Company Shares to be
19,040 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) HeldProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
March 1974
July 1991
October 2005
May 2009
June 2013
June 2016
June 2019

Joined Price Waterhouse Accounting Office
Representative Partner, Aoyama Audit Corporation
Director and Manager of International Operations, ChuoAoyama
PricewaterhouseCoopers
CEO, PricewaterhouseCoopers Arata
External Audit & Supervisory Board Member, Fujitsu Limited (to present)
External Director of the Company who is an ASC Member (to present)
External Director of the Company who is the Head of the ASC (to present)

Rationale for Nomination as Candidate for External Director (ASC Member) and Overview of Expected Role
Mr. Koji Hatsukawa, a certified public accountant, has extensive experience and expertise in the areas ofcorporate finance and accounting. He also has experience as representative and CEO of an auditing firm.
He has contributed to ensuring fair and appropriate decisions and actions of the Company through his active
participation on the Board of Directors as External Director. He has been involved in the management of theCompany as an External Director who is an ASC Member since June 2016 and as the Head of the ASC sinceJune 2019.
The Company nominates Mr. Hatsukawa as an External Director who is an ASC Member, because he isexpected to continue to contribute to the realization of the ASC’s vision, which is to ensure the sound andcontinuous growth of the Company, to realize the creation of mid- and long-term corporate value, and toestablish a robust corporate governance system worthy of public trust.

- 21 -

Candidate
Yoshiaki Fujimori
No.2
Born on July 3, 1951 (72 years old)
To be Reelected as External Director / Independent Director
8 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of ASC meetings attended
8/8 (100%)
Number of Company Shares Held
12,500 shares
Number of Company Shares to be
19,040 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) HeldProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
May 2001
March 2011
August 2011
August 2011
January 2016
June 2016
July 2016
February 2017
August 2018
June 2019
June 2022

Senior Vice President, General Electric Company
Representative Director and Chairman, GE Japan Corporation
Representative Director, President and CEO, LIXIL Corporation
Director, Representative Executive Officer, President and CEO, LIXIL Group
Corporation
Representative Director, Chairman and CEO, LIXIL Corporation
External Director of the Company
External Director, Boston Scientific Corporation (to present)
Senior Executive Advisor, CVC Asia Pacific (Japan) Kabushiki Kaisha (to present)
External Director and Chairman of the Board, Oracle Corporation Japan (to present)
External Director, Riraku K.K. (to present)
External Director of the Company who is an ASC Member (to present)

Rationale for Nomination as Candidate for External Director (ASC Member) and Overview of Expected Role
Mr. Yoshiaki Fujimori has served in pivotal positions, including CEO of a global U.S. company and its Japanesesubsidiary, as well as at a Japanese company that was the first in its industry to pursue global expansion. During
his career, he has acquired a wealth of insight based on his extensive experience in global corporate
management and the healthcare industry.
He has contributed to ensuring fair and appropriate decisions and actions of the Company through his active
participation on the Board of Directors as External Director. He has been involved in the management of theCompany as an External Director who is not an ASC Member since June 2016, and as an External Director who
is an ASC Member since June 2022.
The Company nominates Mr. Fujimori as an External Director who is an ASC Member, because he isexpected to contribute to the realization of the ASC’s vision, which is to ensure the sound and continuous
growth of the Company, to realize the creation of mid- and long-term corporate value, and to establish a robust
corporate governance system worthy of public trust.

- 22 -

Candidate
Kimberly A. Reed
No.3
Born on March 11, 1971 (53 years old)
To be Reelected as External Director / Independent Director
2 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of ASC meetings attended
8/8 (100%)
Number of Company Shares Held
0 shareNumber of Company Shares to be
9,373 sharesprovidedNumber of Company American
1,375 shares
Depositary Shares (ADS) HeldProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
October 1997
May 2004
February 2007
December 2007
September 2009
May 2019
February 2021
August 2021
June 2022
March 2023t

Counsel, United States House of Representatives
Senior Advisor to United States Secretaries of the Treasury, United States Departmentof the Treasury
Director and Chief Executive Officer, Community Development Financial Institutions
Fund, United States Department of the Treasury
Vice President, Financial Markets Policy Relations, Lehman Brothers
President, International Food Information Council Foundation
Chairman of the Board of Directors, President, and Chief Executive Officer, ExportImport Bank of the United States
Distinguished Fellow, Council on Competitiveness (to present)
External Director, Momentus Inc. (to present)
External Director of the Company who is an ASC Member (to present)
External Director, Hannon Armstrong Sustainable Infrastructure Capital, Inc. (to present)

Rationale for Nomination as Candidate for External Director (ASC Member) and Overview of Expected Role
Ms. Kimberly A. Reed was the first woman to serve as Chairman of the Board of Directors, President, and CEOof the Export-Import Bank of the United States (EXIM)—the nation’s official export credit agency—where shehelped companies succeed in the competitive global marketplace. She has extensive domestic and international
experience in the field, having held pivotal positions at the International Foundation and Community
Development Financial Institutions Fund in the U.S., and having served as a Senior Advisor of the U.S.
Government and Counsel with U.S. Congressional Committees. Through her career, she has gained substantial
leadership experience and wide expertise in global business; legal, regulation and public policy; and financeand accounting.
She has contributed to ensuring fair and appropriate decisions and actions of the Company through her active
participation on the Board of Directors as an External Director.
The Company nominates Ms. Reed as an External Director who is an ASC Member because she is expected
to contribute to the realization of the ASC’s vision, which is to ensure the sound and continuous growth of theCompany, to realize the creation of mid- and long-term corporate value, and to establish a robust corporate
governance system worthy of public trust.

- 23 -

Candidate
Jean-Luc Butel
No.4
Born on November 8, 1956 (67 years old)
To be newly elected as External Director / Independent Director
8 years
Tenure as Director
Number of Board of Directors
8/8 (100%)
meetings attended
Number of ASC meetings attended
Number of Company Shares Held
0 shareNumber of Company Shares to be
21,054 sharesprovidedNumber of Company American
0 shareDepositary Shares (ADS) HeldProfile, Position and Responsibilities at the Company, and Important Duties Concurrently Held
January 1998
November 1999
May 2008
January 2015
July 2015
June 2016
September 2017
June 2019
September 2021

Corporate Officer, President, Worldwide Consumer Healthcare, Becton, Dickinson andCompany
President, Independence Technology, Johnson & Johnson
Corporate Officer, Executive Committee Member, Executive Vice President and Group
President, International, Medtronic, Inc.
President, International, Baxter International Inc.
Global Healthcare Advisor, President, K8 Global Pte. Ltd. (to present)
External Director of the Company who is an ASC Member
External Director, Novo Holdings A/S (to present)
External Director of the Company (to present)
External Director, Rani Therapeutics (to present)

Rationale for Nomination as Candidate for External Director (ASC Member) and Overview of Expected Role
Mr. Jean-Luc Butel has served in several pivotal positions at global healthcare companies in the U.S., Europe,and Asia. During his career, he has acquired deep insights as the result of extensive experience in global
healthcare business management.
He has contributed to ensuring fair and appropriate decisions and actions of the Company through his active
participation on the Board of Directors as External Director. He has been involved in the management of theCompany as an External Director who is an ASC Member of the Company since June 2016 and as an External
Director who is not an ASC Member since June 2019.
The Company nominates Mr. Butel as an External Director who is an ASC Member because he is expected tocontribute to the realization of the ASC’s vision, which is to ensure the sound and continuous growth of theCompany, to realize the creation of mid- and long-term corporate value, and to establish a robust corporate
governance system worthy of public trust.

- 24 -

(Notes)
1. No special interests exist between the above candidates and the Company.
2. With regard to the number of Company shares held and the number of Company shares to be provided, please refer
to Note 2 in the 2nd Proposal.
3. The number of Company ADS held represents the number of American Depositary Shares held as of March 31,
2024 and is rounded to the nearest whole number. Each ADS represents one half of a common stock.
4. Mr. Koji Hatsukawa, Mr. Yoshiaki Fujimori, Ms. Kimberly A. Reed and Mr. Jean-Luc Butel are candidates to become
External Directors of the Company who are ASC Members. The Company has set “Internal criteria for
independence of External Directors of the Company” (The contents of such criteria are as set forth on page 19) andelected the External Directors based on such criteria. All of these 4 persons have met the requirements for
Independent Directors based on the regulations of the financial instruments exchanges that the Company is listedon (e.g., Tokyo Stock Exchange, Inc.). The Company has appointed Mr. Koji Hatsukawa, Mr. Yoshiaki Fujimori, Ms.
Kimberly A. Reed and Mr. Jean-Luc Butel as Independent Directors and submitted a notification to each exchange.
5. The Company has entered into contracts with Mr. Koji Hatsukawa, Mr. Yoshiaki Fujimori, Ms. Kimberly A. Reed and
Mr. Jean-Luc Butel limiting the maximum amount of their liability for the damages set forth in Article 423, Paragraph
1 of the Companies Act to the legally stipulated value. If the re-election of Mr. Koji Hatsukawa, Mr. Yoshiaki Fujimori
and Ms. Kimberly A. Reed is approved, and if the election of Mr. Jean-Luc Butel as Director who is an ASC Member
is approved, the Company plans to continue the same contracts to limit their liability.
6. The Company has entered into company indemnification agreements with Mr. Koji Hatsukawa, Mr. Yoshiaki Fujimori,
Ms. Kimberly A. Reed and Mr. Jean-Luc Butel, as defined in Article 430-2, Paragraph 1 of the Companies Act, which
provide that the Company shall indemnify expenses set forth in Article 430-2, Paragraph 1, Item 1 thereof, anddamages set forth in Article 430-2, Paragraph 1, Item 2 thereof within the scope permitted by the laws and regulations.
If re-election of Mr. Koji Hatsukawa, Mr. Yoshiaki Fujimori and Ms. Kimberly A. Reed is approved, and if the electionof Mr. Jean-Luc Butel as Director who is an ASC Member is approved, the Company plans to continue the same
agreements.
7. The Company has entered into directors & officers liability insurance contracts with insurance companies as
defined in Article 430-3, Paragraph 1 of the Companies Act, under which Directors of the Company are insured.
Such insurance covers damages which may arise from liability incurred by such insured persons in connection withthe execution of their duties or claims made against such insured persons in relation to such liability . If re-election
or election of the candidates is approved, such candidates will be insured under such insurance scheme. The
insurance contracts are planned to be renewed during such candidates’ term of office.

- 25 -

Fourth Proposal: Payment of Bonuses to Directors who are not Audit and Supervisory Committee
Members
The Company proposes to pay bonuses up to the total amount of 500 million JPY to the two (2) Directors who
are not Audit and Supervisory Committee Members (excluding Directors residing outside of Japan and External
Directors) in office as of the end of this fiscal year, in keeping with the achievement of the key performanceindicators such as the Total Core Revenue, Growth and Launch Product Incremental Core Revenue and Total
Core Operating Profit set forth for this fiscal year.
The contents of this proposal were deliberated upon at the Compensation Committee and the resolutions wereapproved by the Board of Directors based on the Director’s Compensation Policy, and the Company therefore
considers this proposal as reasonable.

END OF DOCUMENT<Reference>
Please refer to “3. Executives of the Company (5) Compensation and related matters for Directors” of the Business Report for
Director’s Compensation Policy described in the 4th proposal.

- 26 -

Business Report(From April 1, 2023 to March 31, 2024)(1) Current State of the Takeda Group• Business Overview
Takeda is a global, values-based, R&D-driven biopharmaceutical company with a diverse portfolio, engaged primarily inthe research, development, production and global commercialization of pharmaceutical products. Takeda focuses on six
key business areas: Gastroenterology (“GI”), Rare Diseases, Plasma-Derived Therapies (“PDT”)*1, Oncology, Vaccines*2
and Neuroscience. Our R&D efforts are focused on three core therapeutic areas: Gastrointestinal and Inflammation,
Neuroscience and Oncology. We also make targeted R&D investments in PDT and Vaccines. We focus on developing
innovative medicines that make a difference in people’s lives by advancing the frontier of new treatment options andleveraging our collaborative R&D engine and capabilities to create a robust, modality-diverse pipeline. We focus on thehigh unmet medical need, both in rare and more prevalent conditions, to deliver high-quality medicines and vaccines topatients and communities as quickly as possible. We have a presence in approximately 80 countries and regions, a
network of manufacturing sites around the world, and major research centers in Japan and the United States.
Over the past several years, we have extended our global reach, strengthened our presence in GI, Oncology and
Neuroscience, and established a leading position in Rare Diseases and PDT, while adding potential best-in-class or
first-in-class assets to our R&D pipeline. Commercially, we have significantly strengthened our presence in the UnitedStates, Europe, and Growth and Emerging Markets. We have also accelerated our focus on data, digital and technology
to make our business operations more effective and efficient, increase innovation and better serve our stakeholders.
*1Starting from the fiscal year ending March 31, 2025 (FY2024), “Plasma-Derived Therapies” replaces the previous
category of “PDT Immunology”, and now includes all plasma-derived products including those previously categorized
within “Rare Diseases” (e.g., FEIBA, CINRYZE).

*2

Starting from FY2024, “Vaccines” is now presented as a separate key business area (previously included in “Others”),
reflecting the strategic focus on our dengue vaccine, QDENGA.

- 27 -

(2) Business Performance for Fiscal 2023
(i) Consolidated Financial Results (April 1, 2023 to March 31, 2024)

Billion JPY or percentage
Change versus the previous fiscal year

For the fiscal year ended
March 31,

Revenue
Cost of sales
Selling, general and administrative expenses
Research and development expenses
Amortization and impairment losses on
intangible assets associated with products
Other operating income
Other operating expenses
Operating profit
Finance income and (expenses), net
Share of profit (loss) of investments
accounted for using the equity method
Profit before tax
Income tax (expenses) benefit
Net profit for the year

AER

CER

2023

2024

4,027.5(1,244.1)(997.3)(633.3)

4,263.8(1,426.7)(1,053.8)(729.9)236.3(182.6)(56.5)(96.6)

5.9 %
14.7 %
5.7 %
15.3 %

1.5 %
9.8 %
0.9 %
8.4 %

(542.4)(652.1)(109.7)20.2 %

12.2 %

25.4(145.2)490.5(106.8)19.4(206.5)214.1(167.8)(6.0)(61.3)(276.4)(61.0)(23.8)%
42.2 %(56.4)%
57.1 %(26.3)%
34.5 %(50.3)%
78.3 %

Amount of Change% Change% Change

(8.6)

6.5

15.1

―

―

375.1
(58.1)
317.0

52.8
91.4
144.2

(322.3)149.5(172.8)(85.9)%―(54.5)%(84.1)%―(57.0)%In this section, when comparing results to the previous fiscal year, the amount of change and percentage change basedon Actual Exchange Rates are presented in “AER” (which is presented in accordance with IFRS) and percentage change
based on Constant Exchange Rate (which is a non-IFRS measure) is presented in “CER”. For additional information on
CER %, please refer to (ii) Core Results (April 1, 2023 to March 31, 2024), Definition of Core financial measures andConstant Exchange Rate change.
Revenue for the fiscal year ended March 31, 2024 was JPY 4,263.8 billion (JPY +236.3 billion and +5.9% AER, +1.5%
CER). The increase is primarily attributable to favorable foreign exchange rates and growth from business momentumof Plasma-Derived Therapies (“PDT”) Immunology, Gastroenterology (“GI”), Rare Diseases and Oncology. The increasein these business areas was offset by the decrease in Neuroscience. Revenue outside of these key business areas
decreased mainly due to the decline in sales of AZILVA (for hypertension), which were JPY 33.6 billion (JPY -39.3 billion
and -53.9% AER, -53.9% CER) and impacted by generic entrants in Japan, as well as the lower revenue contribution
from COVID-19 vaccines in Japan.
Revenue by Geographic Region
The following shows revenue by geographic region:
Billion JPY or percentage
For the fiscal year ended
March 31,
Revenue:Japan
United States
Europe and Canada
Asia (excluding Japan)
Latin America
Russia/CIS
Other*
Total

2023

2024

512.0
2,103.8
842.7
225.0
160.4
88.4
95.2
4,027.5* Other includes the Middle East, Oceania and Africa.

- 28 -

451.4
2,195.7
966.8
261.2
198.1
72.6
117.9
4,263.8

Change versus the previous fiscal year
AER
Amount of
Change(60.7)
91.9
124.2
36.2
37.7
(15.8)
22.7
236.3

CER
% Change(11.8) %4.4 %14.7 %
16.1 %
23.5 %(17.9)%
23.9 %
5.9 %% Change(12.1)%(2.2)%
4.5 %
12.1 %
48.4 %(6.5)%
32.6 %
1.5 %Revenue by Business Area
The following shows revenue by business area:
Billion JPY or percentage
For the fiscal year ended
March 31,
Revenue:
GI
Rare Diseases *Rare Hematology
Rare Genetics and OtherPDT Immunology *Oncology
Neuroscience
Other *
Total

2023

2024

1,094.5
723.4
304.7
418.7
678.4
438.7
637.7
454.6
4,027.5

1,216.2
770.7
305.3
465.4
818.6
462.4
627.0
368.9
4,263.8

Change versus the previous fiscal year
AER
Amount of
ChangeCER% Change

121.7
47.3
0.6
46.7
140.1
23.6
(10.7)(85.7)
236.3

11.1 %
6.5 %0.2 %11.1 %
20.7 %
5.4 %(1.7)%(18.8)%
5.9 %% Change

4.7 %
4.1 %
(2.9)%
9.2 %
14.4 %
2.5 %(7.8)%(17.7)%
1.5 %* Starting from the fiscal year ending March 31, 2025 (FY2024), “Plasma-Derived Therapies” replaces the previous category of “PDT Immunology”,
and includes all plasma-derived products including those previously categorized within “Rare Diseases” (e.g., FEIBA, CINRYZE). “Vaccines” ispresented as a separate key business area (previously included in “Others”), reflecting the strategic focus on our dengue vac cine, QDENGA.
If the new categories are applied, revenue from “Rare Disease” is JPY 688.4 billion for FY2023 and JPY 639.8 billion for FY2022, revenue from
“Plasma-Derived Therapies” is JPY 903.7 billion for FY2023 and JPY 765.4 billion for FY2022, revenue from “Vaccines” is JPY 50.4 bill ion for
FY2023, and JPY 78.7 billion for FY2022, revenue from “Others” is JPY 315.7 billion for FY2023 and JPY 372.7 billion for FY2022.

Year-on-year change in revenue for this fiscal year in each of our main business areas was primarily attributable to thefollowing products:•

In GI, revenue was JPY 1,216.2 billion (JPY +121.7 billion and +11.1% AER, +4.7% CER).
Sales of ENTYVIO (for ulcerative colitis (“UC”) and Crohn’s disease) were JPY 800.9 billion (JPY +98.2 billion and+14.0% AER, +6.6% CER). Sales in the U.S. were JPY 546.1 billion (JPY +54.2 billion and +11.0% AER). The
increase was due to favorable foreign exchange rates and demand in the first line biologic inflammatory bowel
disease (“IBD”) population primarily in UC. Sales in Europe and Canada were JPY 195.8 billion (JPY +33.4 billion
and +20.5% AER), supported by favorable foreign exchange rates and continued launches of the subcutaneous
formulation.
Sales of GATTEX/REVESTIVE (for short bowel syndrome) were JPY 119.3 billion (JPY +26.2 billion and +28.1%
AER, +22.7% CER). The increase was primarily due to increased demand in the U.S., Europe and Japan, expansion
activities (infant indication label expansion and geographic expansion), and favorable exchange rates.
Sales of TAKECAB/VOCINTI (for acid-related diseases) were JPY 118.5 billion (JPY +9.8 billion and +9.0% AER,
+8.2% CER). The increase was primarily due to increased sales in Japan and the Growth and Emerging Markets
including Brazil and China.
Sales of DEXILANT (for acid reflux disease) were JPY 45.3 billion (JPY -24.1 billion and -34.7% AER, -39.6% CER).
The decrease was due to the loss of exclusivity and the termination of the authorized generics program in the U.S.

•In Rare Diseases, revenue was JPY 770.7 billion (JPY +47.3 billion and +6.5% AER, +4.1% CER).
Revenue of Rare Hematology was JPY 305.3 billion (JPY +0.6 billion and +0.2% AER, -2.9% CER).
Sales of ADVATE (for hemophilia A) were JPY 122.9 billion (JPY +4.7 billion and +4.0% AER, +1.1% CER). The
increase was attributable to favorable foreign exchange rates as well as sales increase in the Growth and Emerging
Markets such as Brazil and China.
Sales of VONVENDI (for von Willebrand disease) were JPY 16.2 billion (JPY +4.0 billion and +32.5% AER, +23.1%
CER). The increase was primarily due to increased demand in the U.S.
Sales of FEIBA (for hemophilia A and B) were JPY 40.5 billion (JPY -0.7 billion and -1.8% AER, -5.3% CER). The
decrease was mainly due to competition in Brazil.
Sales of RECOMBINATE (for hemophilia A) were JPY 12.1 billion (JPY -0.7 billion and -5.6% AER, -11.8% CER).
The decrease was mainly due to weaker demand in the U.S. attributable to increased adoption of next generation
therapies.
- 29 -

Decrease in revenue of other rare hematology products largely offset the net increase of the above products.
Revenue of Rare Genetics and Other was JPY 465.4 billion (JPY +46.7 billion and +11.1% AER, +9.2% CER).
Sales of TAKHZYRO (for hereditary angioedema) were JPY 178.7 billion (JPY +26.9 billion and +17.7% AER,
+11.6% CER). The continued growth was attributable to sustained launch momentum, expansion into new patient
populations such as pediatrics, rising diagnosis rates, the growth of the prophylactic market, and favorable exchange
rates.
Sales of LIVTENCITY (for post-transplant cytomegalovirus (“CMV”) infection/disease) were JPY 19.1 billion (JPY
+8.6 billion and +81.7% AER, +68.7% CER). The increase was primarily attributable to strong launch performanceand fast uptake in the U.S., complemented by continued geographical expansion in Europe and positive market
access trends.
Sales of enzyme replacement therapy REPLAGAL (for fabry disease) were JPY 73.6 billion (JPY +6.8 billion and+10.2% AER, +15.1% CER). The increase was primary due to strong demand in the Growth and Emerging Markets.
Sales of enzyme replacement therapy ELAPRASE (for Hunter syndrome) were JPY 91.6 billion (JPY +6.2 billion
and +7.3% AER, +7.3% CER). The increase was primarily due to strong demand in the Growth and Emerging
Markets.
•

In PDT Immunology, revenue was JPY 818.6 billion (JPY +140.1 billion and +20.7% AER, +14.4% CER).
Aggregate sales of immunoglobulin products were JPY 644.6 billion (JPY +122.4 billion and +23.4% AER, +16.8%
CER). Sales of each of our three global immunoglobulin brands marked double digit percentage of revenue growth,
due to continued strong demand globally and growing supply, as well as favorable foreign exchange rates. Those
include GAMMAGARD LIQUID/KIOVIG (for the treatment of primary immunodeficiency (“PID”) and multifocal motor
neuropathy (“MMN”)), and subcutaneous immunoglobulin therapies (CUVITRU and HYQVIA) which are growing
due to their benefit to patients and convenience in administration compared to intravenous therapies.
Aggregate sales of albumin products including HUMAN ALBUMIN and FLEXBUMIN (both primarily used for
hypovolemia and hypoalbuminemia) were JPY 134.0 billion (JPY +12.5 billion and +10.3% AER, +5.9% CER). The
increase was primarily driven by strong albumin demand in China.

•

In Oncology, revenue was JPY 462.4 billion (JPY +23.6 billion and +5.4% AER, +2.5% CER).
Sales of ADCETRIS (for malignant lymphomas) were JPY 109.4 billion (JPY +25.5 billion and +30.4% AER, +31.3%
CER). The increase was led by strong growth in Growth and Emerging Markets and Europe.
Sales of FRUZAQLA (for colorectal cancer), which newly launched in November 2023 in the U.S., were JPY 10.1
billion.
Sales of ALUNBRIG (for non-small cell lung cancer) were JPY 28.5 billion (JPY +8.0 billion and +38.8% AER,
+35.3% CER). The increase benefited from strong demand across all regions.
Sales of ICLUSIG (for leukemia) were JPY 54.7 billion (JPY +7.5 billion and +15.9% AER, +7.5% CER). The increase
was due to favorable foreign exchange rates and higher demand in the U.S.
Sales of VELCADE (for multiple myeloma) were JPY 5.5 billion (JPY -22.2 billion and -80.0% AER, -81.3% CER).
The decrease was due to generic erosion in the U.S.
Sales of NINLARO (for multiple myeloma) were JPY 87.4 billion (JPY -5.3 billion and -5.7% AER, -9.2% CER). The
decrease was due to intensified competition and decreased demand mainly in the U.S, partially aided by favorable
foreign exchange rates.

•

In Neuroscience, revenue was JPY 627.0 billion (JPY -10.7 billion and -1.7% AER, -7.8% CER).
Sales of VYVANSE/ELVANSE (for attention deficit hyperactivity disorder (“ADHD”)) were JPY 423.2 billion (JPY 36.1 billion and -7.9% AER, -14.1% CER). The decrease was due to multiple generic entrants in the U.S. startingfrom August 2023, with the growth of the adult market in Europe and favorable foreign exchange rates partially offset
the negative impacts.
Sales of ADDERALL XR (for ADHD) were JPY 41.8 billion (JPY +13.2 billion and +46.0% AER, +36.6% CER). The
increase was primarily due to a shortage of generic versions of the instant release formulation marketed bycompetitors in the U.S. and favorable foreign exchange rates.
Sales of INTUNIV (for ADHD) were JPY 33.6 billion (JPY +17.2 billion and +105.2% AER, +100.8% CER). The
increase was primarily due to the buy-back of full rights in Japan effective in April 2023.

- 30 -

Cost of Sales
Cost of Sales was JPY 1,426.7 billion (JPY +182.6 billion and +14.7% AER, +9.8% CER). The increase was primarily
due to revenue growth in our key business areas with a change in product mix and the depreciation of Japanese yen ascompared to the fiscal year ended March 31, 2023. This was partially offset by a decrease in non-cash charges related
to the unwind of the fair value step up on acquired inventories recognized in connection with the acquisition of Shire plc(“Shire”).
Selling, General and Administrative (SG&A) Expenses
SG&A expenses were JPY 1,053.8 billion (JPY +56.5 billion and +5.7% AER, +0.9% CER). The increase was mainly
due to the depreciation of Japanese yen and investments in Data, Digital and Technology ("DD&T") partially offset byvarious cost efficiencies.
Research and Development (R&D) Expenses
R&D expenses were JPY 729.9 billion (JPY +96.6 billion and +15.3% AER, +8.4% CER). The increase was mainly due
to various investments in pipeline programs and the depreciation of Japanese yen.
Amortization and Impairment Losses on Intangible Assets Associated with Products
Amortization and Impairment Losses on Intangible Assets Associated with Products was JPY 652.1 billion (JPY +109.7
billion and +20.2% AER, +12.2% CER). The increase was mainly due to an increase in impairment charges for certain
assets related to in-process R&D and marketed products and an increase of amortization expenses due to thedepreciation of Japanese yen. JPY 130.6 billion impairment losses recorded in the fiscal year ended March 31, 2024
primarily includes JPY 74.0 billion impairment charges for ALOFISEL (for complex Crohn's perianal fistulas) following
topline results of the phase 3 ADMIRE-CD II trial, JPY 28.5 billion impairment charges following a decision to voluntarily
withdraw EXKIVITY (for non-small cell lung cancer) globally, and other impairment charges for certain in-process R&D
assets including those related to TAK-007 and modakafusp alfa (TAK-573) in Oncology as results of decisions toterminate those programs. The increase was partially offset by a reversal of impairment loss of JPY 35.7 billion related
to the approval of EOHILIA, a therapy for eosinophilic esophagitis (EoE), by the U.S. Food and Drug Administration(FDA) in February 2024.
Other Operating Income
Other Operating Income was JPY 19.4 billion (JPY -6.0 billion and -23.8% AER, -26.3% CER).
Other Operating Expenses
Other Operating Expenses were JPY 206.5 billion (JPY +61.3 billion and +42.2% AER, +34.5% CER). The increase wasprimarily driven by increases of restructuring expenses, additional losses recorded for the supply agreement litigation
with AbbVie, Inc. ("AbbVie") in the fiscal year ended March 31,2024 and changes in the fair value of financial assets andliabilities associated with contingent consideration arrangements mainly from XIIDRA and EOHILIA.
Operating Profit
As a result of the above factors, Operating Profit was JPY 214.1 billion (JPY -276.4 billion and -56.4% AER, -50.3%
CER).
Net Finance Expenses
Net Finance Expenses were JPY 167.8 billion (JPY +61.0 billion and +57.1% AER, +78.3% CER). The increase wasprimarily due to a decrease in financial income reflecting gains from acquisitions of prior equity method companies anda positive impact from the remeasurement of warrants to purchase stocks of the company held by Takeda recorded in
the fiscal year ended March 31, 2023, as well as an increase in financial expenses in the fiscal year ended March 31,
2024 due to factors including interest recorded for the supply agreement litigation with AbbVie and increased expense
on hyperinflation accounting.
Share of Profit (Loss) of Investments Accounted for Using the Equity Method
Share of Profit of Investments Accounted for Using the Equity Method was JPY 6.5 billion (JPY +15.1 billion, comparedto Share of Loss of Investments Accounted for Using the Equity Method of JPY 8.6 billion in the fiscal year ended March
31, 2023).

- 31 -

Income Tax (Expenses) Benefit
Income Tax Benefit was JPY 91.4 billion (JPY +149.5 billion, compared to Income Tax Expenses of JPY 58.1 billion in
the fiscal year ended March 31, 2023). The increase was primarily due to lower pretax earnings as well as a tax expense
reduction of JPY 63.5 billion resulting from the reversal of the income taxes payable in excess of the settlement with the
Irish Revenue Commissioners with respect to a tax assessment related to the treatment of an acquisition break fee Shire
received from AbbVie in 2014 ("AbbVie Break Fee Settlement"). These increases were partially offset by the tax charges
from legal entity restructuring and the reassessment of recoverability of deferred tax assets.
Net Profit for the YearAs a result of the above factors, Net Profit for the Year was JPY 144.2 billion (JPY -172.8 billion and -54.5% AER, 57.0% CER).

- 32 -

(ii) Results of Core Financial Measures (April 1, 2023 to March 31, 2024)
Results of Core Operations
Billion JPY or percentage
For the fiscal year ended
March 31,

Change versus the previous fiscal year
AER
Amount of
Change

CER

2023

2024

Core revenue

4,027.5

4,263.8

236.3

5.9 %

1.5 %

Core operating profit
Core net profit for the year

1,188.4

1,054.9(133.5)(11.2) %(13.3)%

866.4

756.9

(109.5)(12.6)%(15.0)%

558

484

(75)

(13.4)%(15.7)%

Core EPS (yen)% Change% Change

Core Revenue
Core Revenue for the fiscal year ended March 31, 2024 was JPY 4,263.8 billion (JPY +236.3 billion and +5.9% AER,
+1.5% CER). The increase is attributable to favorable foreign exchange rates and growth from business momentum
primarily led by Takeda’s Growth and Launch Products* which totaled JPY 1,833.0 billion (JPY +297.2 billion and +19.3%
AER, +12.8% CER).
*

Takeda’s Growth and Launch Products in FY2023
GI: ENTYVIO, ALOFISEL, EOHILIA
Rare Diseases: TAKHZYRO, LIVTENCITY, ADZYNMAPDT Immunology: Immunoglobulin products including GAMMAGARD LIQUID/KIOVIG, HYQVIA, and CUVITRU,Albumin products including HUMAN ALBUMIN and FLEXBUMIN
Oncology: ALUNBRIG, EXKIVITY (Takeda decided to voluntarily withdraw the product globally), FRUZAQLAOther: QDENGA

Core Operating Profit
Core Operating Profit for the fiscal year ended March 31, 2024 was JPY 1,054.9 billion (JPY -133.5 billion and -11.2%
AER, -13.3% CER). The components of Core Operating Profit are as below:
Billion JPY or percentage
For the fiscal year ended
March 31,

Change versus the previous fiscal year
AER
Amount of
Change

CER

2023

2024

Core revenue

4,027.5

4,263.8

236.3

5.9 %

1.5 %

Core cost of sales(1,208.4)(1,426.3)(217.9)18.0 %

13.0 %(997.3)(1,053.0)(55.6)

5.6 %

0.8 %

(633.4)(729.6)(96.3)

15.2 %

8.3 %

1,188.4

1,054.9(133.5)(11.2) %(13.3)%

Core selling, general and administrative(SG&A) expenses
Core research and development (R&D)
expenses
Core operating profit% Change% Change

During the periods presented, these items fluctuated as follows:
Core Cost of Sales
Core Cost of Sales was JPY 1,426.3 billion (JPY +217.9 billion and +18.0% AER, +13.0% CER). The increase wasprimarily due to revenue growth in our key business areas with a change in product mix and the depreciation of Japanese
yen as compared to the fiscal year ended March 31, 2023.
Core Selling, General and Administrative (SG&A) Expenses
Core SG&A expenses were JPY 1,053.0 billion (JPY +55.6 billion and +5.6% AER, +0.8% CER). The increase wasmainly due to the depreciation of Japanese yen and investments in DD&T partially offset by various cost efficiencies.
Core Research and Development (R&D) Expenses
Core R&D expenses were JPY 729.6 billion (JPY +96.3 billion and +15.2% AER, +8.3% CER). The increase was mainly
due to various investments in pipeline programs and the depreciation of Japanese yen.
- 33 -

Core Net Profit for the Year
Core Net Profit for the Year was JPY 756.9 billion (JPY -109.5 billion and -12.6% AER, -15.0% CER) and is calculated
from Core Operating Profit are as below:
Billion JPY or percentage
For the fiscal year ended
March 31,

Change versus the previous fiscal year
AER
Amount of
Change

CER

2023

2024

Core operating profit

1,188.4

1,054.9(133.5)(11.2) %(13.3)%

Core finance income and (expenses), net(126.6)(142.0)(15.4)

12.2 %

13.9 %

0.2

5.9

5.7

―

―

1,062.0(195.6)
866.4

918.8
(161.9)756.9(143.2)33.7(109.5)(13.5)%(17.2)%(12.6)%(16.0)%(20.2)%(15.0)%

Core share of profit of investments
accounted for using the equity method
Core profit before tax
Core income tax (expenses) benefit
Core net profit for the year

% Change% Change

During the periods presented, these items fluctuated as follows:
Core Net Finance Expenses
Core Net Finance Expenses were JPY 142.0 billion (JPY +15.4 billion and +12.2% AER, +13.9% CER).
Core Share of Profit of Investments Accounted for Using the Equity Method
Core Share of Profit of Investments Accounted for Using the Equity Method was JPY 5.9 billion (JPY +5.7 billion).
Core Profit Before Tax
Core Profit Before Tax was JPY 918.8 billion (JPY -143.2 billion and -13.5% AER, -16.0% CER).
Core Income Tax (Expenses) Benefit
Core Income Tax Expenses were JPY 161.9 billion (JPY -33.7 billion and -17.2% AER, -20.2% CER) and excludes the
JPY 63.5 billion impact from AbbVie Break Fee Settlement in the fiscal year ended March 31, 2024. The decrease wasmainly due to lower core pretax earnings.
Core EPS
Core EPS for the fiscal year ended March 31, 2024 was JPY 484 (JPY -75 and -13.4% AER, -15.7% CER).

Definition of Core financial measures and Constant Exchange Rate change
Takeda uses the concept of Core financial measures for measuring financial performance. These measures are notdefined by International Financial Reporting Standards (IFRS).
Core Financial Measures
Takeda presents its Core Financial Measures, particularly Core Revenue, Core Operating Profit, Core Net Profit for theYear and Core EPS because Takeda believes that these measures are useful to understanding its business without theeffect of items that Takeda considers to be unrelated to the underlying trends and business performance of its core
operations, including items (i) which may vary significantly from year-to-year or may not occur in each year, or (ii) whose
recognition Takeda believes is largely uncorrelated to trends in the underlying performance of our core business. Takeda
believes that similar measures are frequently used by other companies in its industry, and that providing these measures
helps investors evaluate Takeda’s performance against not only its performance in prior years but on a similar basis as
its competitors. Takeda also presents Core Financial Measures because these measures are used by Takeda forbudgetary planning and compensation purposes (i.e., certain targets for the purposes of Takeda’s Short-Term Incentive
and Long-Term Incentive compensation programs, including incentive compensation of the CEO and CFO, are set inrelation to the results of Takeda’s Core Financial Measures).
Takeda’s Core Financial Measures exclude revenue from divestments, amortization and impairment losses on acquired
intangible assets and other impacts unrelated to the underlying trends and business performance of Takeda’s core
- 34 -

operations, such as non-recurring items, purchase accounting effects and transaction related costs. Core Revenue
represents revenue adjusted to exclude significant revenue items unrelated to the underlying trends and businessperformance of Takeda’s core operations. Core Operating Profit represents operating profit adjusted to exclude otheroperating expenses and income, amortization and impairment losses on acquired intangible assets and other non-cash
items or items unrelated to the underlying trends and business performance of Takeda’s core operations. Core EPS
represents net profit adjusted to exclude the impact of items excluded in the calculation of Core Operating Profit, andother non-operating items (e.g. amongst other items, fair value adjustments and the imputed financial charge related tocontingent consideration) that are unusual, non-recurring in nature or unrelated to the underlying trends and businessperformance of Takeda’s ongoing operations and the tax effect of each of the adjustments, divided by the average
outstanding shares (excluding treasury shares) of the reporting periods presented.
Constant Exchange Rate (CER) change eliminates the effect of foreign exchange rates from year-over-yearcomparisons by translating Reported or Core results for the current period using corresponding exchange rates in thesame period of the previous fiscal year. Starting from the quarter ending June 30, 2024, we will cease adjustments for
CER change for the results of operations of subsidiaries in countries experiencing hyperinflation and for which IAS29,
Financial Reporting in Hyperinflation Economies, is applied, because of the increased impacts of hyperinflation in thecalculation of CER change using corresponding exchange rates in the same period of the previous fiscal year, effectively
keeping CER change for these subsidiaries unchanged from those reported with IAS29.

(iii) Activities and Results of Research & Development
Research and development expenses for the fiscal year ended March 31, 2024 were JPY 729.9 billion. Takeda does
not report disaggregated R&D expenses, including by therapeutic area or clinical trial stage, as our R&D budget isdetermined on a company-wide basis and specific expenditures may be subject to re-allocation depending on
development results and priorities.
The research and development (R&D) of biopharmaceutical products is a lengthy and expensive process that can spanmore than 10 years. The process includes multiple studies to evaluate a product’s efficacy and safety, followed bysubmission to regulatory authorities who review the data and decide whether to grant marketing approval. Only a small
number of therapeutic candidates pass such rigorous investigation and become available for use in clinical treatment.
Once approved, there is ongoing R&D support for marketed products, including life-cycle management, medical affairs,
and other investments.
Clinical trials, which must comply with regional and international regulatory guidelines, generally take five to seven years
or longer, and require substantial expenditures. In general, clinical trials are performed in accordance with the guidelines
set by the International Conference on Harmonization of Technical Requirements for Registration of Pharmaceuticals
for Human Use. The relevant regional regulatory authorities are the Food and Drug Administration (FDA) for the UnitedStates, the European Medicines Agency (EMA) for the EU, the Ministry of Health, Labour and Welfare (MHLW) for Japan
and National Medical Products Administration (NMPA) for China.
The three phases of human clinical trials, which may overlap with each other, are as follows:
Phase 1 (“P-1”) clinical trials
Conducted using a small group of healthy adult volunteers in order to evaluate safety and absorption, distribution,
metabolism and excretion of the drug.
Phase 2 (“P-2”) clinical trials
Conducted using a small group of patient volunteers in order to evaluate safety, efficacy, dosage and administration
methods. P-2 clinical trials may be divided into two sub-categories, P-2a and P-2b. P-2a are usually pilot studies
designed to demonstrate clinical efficacy or biological activity. P-2b studies look to find the optimum dose at which
the drug shows biological activity with minimal side-effects.
Phase 3 (“P-3”) clinical trials
Conducted using a large number of patient volunteers in order to evaluate safety and efficacy in comparison to othermedications already available or placebo.
Of these three phases, Phase 3 requires the largest expenditures and thus the decision to proceed with Phase 3 testingis a critical business decision in the drug development process. For those drug candidates that pass Phase 3 clinical- 35 -

trials, a New Drug Application ("NDA"), Biologics License Application (“BLA”) or a Marketing Authorization Application(“MAA”) is submitted to the relevant governmental authorities for approval, which if granted permits the subsequent
launch of the drug. The preparation of an NDA, BLA or MAA submission involves considerable data collection, verification,
analysis and expense. Even after the launch of the product, health authorities require post-marketing surveillance ofadverse events, and they may request a post-marketing study to provide additional information regarding the risks andbenefits of the product.
Takeda’s R&D engine is focused on translating science into highly innovative, life-transforming medicines that make acritical difference to patients. Takeda supports dedicated R&D efforts across three areas: Innovative Biopharma, PlasmaDerived Therapies (“PDT”) and Vaccines. The R&D engine for Innovative Biopharma is the largest component of our
R&D investment and has produced exciting new molecular entities (“NMEs”) that represent potential best-in-class and/or
first-in-class medicines in areas of high unmet medical need, both in rare and more prevalent conditions, across ourcore therapeutic areas (Gastrointestinal and inflammation, neuroscience, and oncology). Takeda is committed to rarediseases, and many of the life-transforming medicines we are pursuing will treat rare diseases in our core therapeuticareas as well as in PDT. We are working to harness the potential of cell and gene therapies by investing in new
capabilities and next-generation platforms internally and through a network of partnerships. We are embracing data anddigital technologies to improve the quality of innovation and accelerate execution.
Takeda’s pipeline is positioned to support both the near-term and long-term sustained growth of the company. Once first
approval of a product is achieved, Takeda R&D is equipped to support geographic expansions of such approval andapprovals in additional indications, as well as post-marketing commitment and potential additional formulation work.
Takeda’s R&D team works closely with the commercial functions to maximize the value of marketed products and reflectcommercial insights in its R&D strategies and portfolio.
In addition to our concentrated efforts to increase our in-house R&D capabilities, external partnerships with third-party
partners are a key component of our strategy for enhancing our R&D pipeline. Our strategy to expand and diversify our
external partnerships allows us to take part in research of a wide variety of new products and increases the chancesthat we will be able to take part in a major research-related breakthrough.
Our key in-house R&D facilities include:•

Greater Boston Area Research and Development Site: Our Boston R&D site is located in Cambridge,
Massachusetts in the United States. It is the center of our global gastrointestinal and inflammation, oncology,
and other rare diseases programs R&D, and also supports R&D in other areas including plasma-derived
therapies and vaccines, as well as research in immunomodulation and biologics. The site is home to the Takeda
Cell Therapy engine with a state-of-the-art cell therapy manufacturing facility. Furthermore, Takeda signed a 15year lease for an approximately 600,000 square foot state-of-the-art R&D and office facility under constructionin Kendall Square, which Takeda plans to occupy from 2026.

•

Shonan Health Innovation Park: Located in Fujisawa and Kamakura in Kanagawa Prefecture in Japan, theShonan Health Innovation Park (“Shonan iPark”) was opened in 2018 when Takeda transformed its Shonan
Research Center into the first pharma-led science park in Japan by opening its doors to external parties and is
the primary location for Takeda’s neuroscience research. To attract more diverse partners and to further the
success of the Shonan iPark, Takeda transferred ownership rights of Shonan iPark to a trustee in 2020 andtransferred operation of Shonan iPark to a company established by Takeda in 2023. Takeda, as a flagship tenant,is committed to invigorating life science research in Japan.

•

San Diego Research and Development Site: Our R&D site located in San Diego, California in the United States
supports R&D in the gastrointestinal and inflammation and neuroscience areas. The San Diego research center
operates as a “biotech-like” site and leverages internal capabilities such as structural biology and biophysics tocatalyze research internally and externally.

•

Vienna, Austria Research and Development Site: Our R&D site, located in Vienna, Austria, supports programsin R&D and in PDT. The research center focuses on biologics programs in R&D and contains manufacturing
sites for plasma derived products. A new R&D laboratory is planned to be constructed in Vienna's Donaustadt
district in 2026 as a “Green Building” and is designed to be certified as a Total Quality Building (TQB), which
includes accessibility, comfort and adherence to environmental sustainability standards.

Major progress on R&D events since April 2023 are listed as follows:- 36 -

R&D pipeline
Gastrointestinal and Inflammation
In Gastrointestinal and Inflammation, Takeda focuses on delivering innovative, life-changing therapeutics for patientswith gastrointestinal diseases, including those of the liver as well as immune-mediated inflammatory diseases. Takeda
is maximizing the potential of our inflammatory bowel disease (IBD) franchise around ENTYVIO, including developmentof a subcutaneous formulation and expansion into other indications such as active chronic pouchitis. Takeda is also
expanding its position with GATTEX/REVESTIVE to support further potential geographic expansion. Furthermore,
Takeda is progressing a pipeline built through in-house discovery, partnerships and business development, exploring
opportunities in inflammatory diseases (specifically in gastric, dermatological and rheumatic disorders, along with selectrare hematological & renal diseases (mezagitamab (TAK-079), etc.)), liver diseases, and neurogastric diseases.
Zasocitinib (TAK-279) is an example of an acquisition through business development of a late-stage, potential best-inclass oral allosteric tyrosine kinase 2 (TYK2) inhibitor with potential to treat multiple immune-mediated inflammatory
diseases. Fazirsiran (TAK-999) is an example of an addition through partnership and a potential first-in-class RNAi foralpha-1 antitrypsin-deficiency associated liver disease in late-stage development.
Note: ADZYNMA (apadamtase alfa/cinaxadamtase alfa (recombinant) (Development code: TAK-755) ) andmezagitamab (TAK-079) have been developed in Gastrointestinal and Inflammation starting from FY2023 Q4.
ENTYVIO / Generic name: vedolizumab–

In April 2023, Takeda announced that the U.S. Food and Drug Administration (FDA) accepted for review its Biologics
License Application (BLA) resubmission for the investigational subcutaneous (SC) administration of ENTYVIO for
maintenance therapy in adults with moderately to severely active ulcerative colitis (UC) after induction therapy with
ENTYVIO intravenous (IV). The resubmission was intended to address FDA feedback in a December 2019
Complete Response Letter (CRL). Since receiving the CRL Takeda worked closely with the FDA to address the
Agency’s feedback; and this resubmission package included additional data collected to investigate the use of
subcutaneous administration of ENTYVIO. The contents of the letter were unrelated to the IV formulation of
ENTYVIO, the clinical safety and efficacy data, and conclusions from the pivotal VISIBLE 1 trial supporting the
ENTYVIO SC BLA. VISIBLE 1 assessed the safety and efficacy of a SC formulation of ENTYVIO as maintenancetherapy in 216 adult patients with moderately to severely active UC who achieved clinical response at week 6
following two doses of open-label ENTYVIO IV therapy at weeks 0 and 2. The primary endpoint was clinicalremission at week 52, which was defined as a total Mayo score of ≤2 and no subscore >1. In September 2023,
Takeda announced that the FDA approved a SC administration of ENTYVIO for maintenance therapy in adults withmoderately to severely active UC after induction therapy with ENTYVIO IV.

–

In September 2023, Takeda announced that it received an approval from the Japanese Ministry of Health, Labourand Welfare (MHLW) for a partial change to the marketing authorization status of ENTYVIO Pens for SC Injection
108 mg /Syringes for SC Injection 108 mg (ENTYVIO SC) as a maintenance therapy for moderate to severe active
Crohn's disease with inadequate response to conventional treatment. This approval is based on the results of the
MLN0002SC-3031 and MLN0002SC-3030 clinical trials, which are international Phase 3 trials that evaluated theefficacy and safety of ENTYVIO SC as a maintenance therapy in moderate to severe active Crohn's disease.

–

In April 2024, Takeda announced that the FDA approved ENTYVIO SC administration for maintenance therapy inadults with moderately to severely active Crohn's disease after induction therapy with ENTYVIO IV. The approval isbased on the VISIBLE 2 Study (SC CD Trial), a Phase 3, randomized, double-blind, placebo-controlled trial, whichassessed the safety and efficacy of an SC formulation of ENTYVIO as maintenance therapy in total 409 adultpatients with moderately to severely active Crohn's disease who had clinical response at week 6 following two dosesof open-label ENTYVIO intravenous therapy at weeks 0 and 2. A statistically significant proportion of patients
receiving ENTYVIO SC 108 mg maintenance therapy administered every 2 weeks achieved long-term clinicalremission compared to patients receiving placebo (ENTYVIO SC: 48% vs. Placebo: 34%; p<0.01) at week 52. In
clinical studies, the ENTYVIO SC safety profile was generally consistent with the known safety profile of ENTYVIO
IV, with the addition of injection site reactions (including injection site erythema, rash, pruritus, swelling, bruising,hematoma, pain, urticaria and edema) as an adverse reaction for ENTYVIO SC.

ALOFISEL / Generic name: darvadstrocel–

In October 2023, Takeda announced that the Phase 3 ADMIRE-CD II study, assessing the efficacy and safety of
ALOFISEL for the treatment of complex Crohn’s Perianal Fistulas (CPF), did not meet its primary endpoint of- 37 -

combined remission at 24 weeks, based on topline data. The safety profile for darvadstrocel was consistent withprior studies and there were no new safety signals identified. Full results of the study will be presented at a future
medical meeting or published in a peer-reviewed journal. ALOFISEL is approved in the European Union (EU), Israel,
Switzerland, Serbia, United Kingdom and Japan based on positive data from the previously completed ADMIRE-CD
study.
ADZYNMA / Generic name: apadamtase alfa/cinaxadamtase alfa (recombinant) (Development code: TAK-755)–

In June 2023, Takeda presented favorable interim results from a global pivotal Phase 3 randomized, controlled,
open-label, crossover trial evaluating the safety and efficacy of TAK-755 replacement therapy for the prophylactic
treatment of congenital thrombotic thrombocytopenic purpura (cTTP), and pharmacokinetics (PK) characteristics of
TAK-755, as well as long-term data on TAK-755 prophylaxis from a Phase 3b continuation study at the International
Society on Thrombosis and Haemostasis (ISTH) 2023 Congress. In the pivotal trial, no patient had an acute TTP
event while receiving TAK-755 prophylactic treatment. TAK-755 also reduced the incidence of thrombocytopenia by60%, as compared to plasma-based therapy (hazard ratio [HR] 0.40; 95% confidence interval [CI]; 0.3- 0.7).
Treatment-emergent adverse events (TEAEs) were reported in 10.3% of patients ages 12-68 receiving TAK-755
compared to 50% of patients receiving plasma-based therapy, demonstrating a favorable safety and tolerability
profile with a potential safety advantage over plasma-based therapies. PK characteristics of ADAMTS13 after asingle infusion (0-168 hours) were evaluated and compared to plasma-based therapy in 36 cTTP patients aged 12
and older. Patients receiving TAK-755 achieved a five-fold increase in their ADAMTS13 activity levels compared tothose receiving plasma-based therapy (Cmax 100% activity for TAK-755 vs. 19% activity for plasma-based therapy)
and lower variability (23.8% vs. 56% coefficient of variation [CV], respectively). Also, the results of an interim analysisof the Phase 3b continuation study, evaluating the safety and efficacy of long-term TAK-755 prophylaxis in 29
patients with cTTP, demonstrated a consistently favorable safety profile with TAK-755 prophylaxis and no
development of neutralizing antibodies. Zero acute TTP events occurred during TAK-755 prophylaxis, and theincidence rates of subacute TTP events and TTP manifestations were comparable to those with TAK-755
prophylaxis in the pivotal study.

–

In November 2023, Takeda announced that the U.S. Food and Drug Administration (FDA) approved ADZYNMA forthe prophylactic and on-demand treatment of adult and pediatric patients with cTTP. The FDA previously granted
Fast Track Designation, Orphan Drug Designation, and Rare Pediatric Disease Designation in cTTP, as well as
Priority Review for ADZYNMA’s Biologic License Application (BLA). The FDA granted the company a Rare PediatricDisease Voucher for the approval of ADZYNMA. The FDA approval of ADZYNMA was supported by the totality ofthe evidence provided by the analysis of efficacy, pharmacokinetic, safety and tolerability data from the first
randomized, controlled, open-label, crossover Phase 3 trial in cTTP as well as by data from the continuation trial.
ADZYNMA is the first and only FDA-approved recombinant ADAMTS13 (rADAMTS13) designed to address anunmet medical need in people with cTTP by replacing the deficient ADAMTS13 enzyme.

–

In March 2024, Takeda announced that that the Japanese Ministry of Health, Labour and Welfare (MHLW) approved
the use of ADZYNMA for the treatment of cTTP for individuals 12 years of age and older. The approval is supportedby the totality of the evidence provided from an interim analysis of efficacy, pharmacokinetic, safety and tolerability
data from the first randomized, controlled, open-label, crossover Phase 3 trial (281102) in cTTP patients primarily inages 12-68, which includes five Japanese patients and supported by long-term safety and efficacy data from acontinuation study (TAK-755-3002).

EOHILIA / Generic name: budesonide (Development code: TAK-721)–

In February 2024, Takeda announced that the U.S. Food and Drug Administration (FDA) approved EOHILIA(budesonide oral suspension) for 12 weeks of treatment in people 11 years and older with eosinophilic esophagitis(EoE). The FDA approval of EOHILIA 2 mg twice daily is based on efficacy and safety data from two multicenter,randomized, double-blind, parallel-group, placebo-controlled 12-week studies (Study 1 and Study 2) in patients(ages 11 to 56 and 11 to 42, respectively) with EoE.

Development Code: TAK-279 / Generic name: zasocitinib–

In November 2023, Takeda presented positive results from its randomized, double-blind, placebo-controlled, Phase
2b trial evaluating zasocitinib in patients with active psoriatic arthritis during a late-breaking session at the American
College of Rheumatology (ACR) Convergence 2023. The study met its primary endpoint with a statistically significant
proportion of patients, 53.3% (15 mg) and 54.2% (30 mg), treated once-daily with zasocitinib achieving at least an
American College of Rheumatology 20 (ACR 20) response compared to 29.2% in the placebo arm at week 12 (p =- 38 -

0.002). zasocitinib demonstrated improvements in key secondary endpoints and the safety and tolerability profile in
the trial was consistent with that observed in the Phase 2b plaque psoriasis clinical study. Based on the Phase 2b
results, Takeda intends to initiate a Phase 3 development program of zasocitinib in psoriatic arthritis. Takeda also
initiated a Phase 3 development program of zasocitinib in plaque psoriasis in Q3 FY2023 and plans to evaluate
zasocitinib in Crohn’s disease, ulcerative colitis and additional immune-mediated inflammatory diseases.
Development code: TAK-079 / Generic name: mezagitamab–

In March 2024, Takeda announced positive topline results from a Phase 2, randomized, double-blind, placebocontrolled study evaluating the safety, tolerability and efficacy of mezagitamab in patients with persistent or chronic
primary immune thrombocytopenia (ITP). The Phase 2 trial (TAK-079-1004) evaluated three different doses ofsubcutaneous mezagitamab vs placebo, given once weekly for eight weeks in patients with chronic (more than one
year in duration) or persistent (3-12 months in duration) primary ITP. An interim analysis of the ongoing Phase 2
study demonstrated positive safety and efficacy results. Mezagitamab has been generally safe and well tolerated
across all three cohorts. All mezagitamab doses tested demonstrated a higher platelet response rate than placebo.
The increases in platelet count were dose-dependent with the greatest platelet response observed at the highest
dose tested. Platelet response in mezagitamab treated patients occurred rapidly and was maintained post-therapy.
Based on these positive results, and following consultation with global health authorities, Takeda plans to initiate a
global Phase 3 trial of mezagitamab in ITP in fiscal year 2024. Mezagitamab previously received Orphan Drug
Designation for the treatment of ITP from the U.S. Food and Drug Administration (FDA) and the program received
Fast Track Designation.

Neuroscience
In Neuroscience, Takeda is focusing its R&D investments on potentially transformative treatments for neurological andneuromuscular diseases of high unmet need and building its pipeline through a combination of in-house expertise andpartnerships. By harnessing advances in disease biology understanding, translational tools, and innovative modalities,
Takeda is primarily focusing on rare neurology, in particular, on potential investigative therapies for sleep-wake disorders
such as narcolepsy and idiopathic hypersomnia with a franchise of orexin-2 receptor agonists (TAK-861, danavorexton(TAK-925), etc.), and rare epilepsies with soticlestat (TAK-935). Additionally, Takeda makes targeted investments toinvestigate well-defined segments of neuromuscular diseases, neurodegenerative diseases and movement disorders.
Development Code: TAK-861–

In February 2024, Takeda announced positive topline results from a randomized, double-blind, placebo-controlled,
multiple dose Phase 2b trial evaluating TAK-861 in patients with narcolepsy type 1 (NT1). Two separate Phase 2b
studies were conducted in NT1 and narcolepsy type 2 (NT2). The NT1 trial (TAK-861-2001) evaluating TAK-861 in
112 patients demonstrated statistically significant and clinically meaningful improvement in objective and subjective
measures of wakefulness compared to placebo at week 8 including on the primary endpoint Maintenance of
Wakefulness Test (MWT) (p < 0.001). Improvements in key secondary endpoints including Epworth Sleepiness
Scale (ESS) and Weekly Cataplexy Rate (WCR) were statistically significant and clinically meaningful, consistent
with the primary endpoint. The majority of patients who completed the trial entered a long-term extension study.
Based on these results, and in consultation with global health authorities, Takeda plans to initiate global Phase 3
trials of TAK-861 in NT1 rapidly in the first half of its fiscal year 2024. At this time, Takeda does not plan to advance
TAK-861 in NT2. TAK-861 was generally safe and well tolerated in both NT1 and NT2 trials. No treatment related
serious adverse events were reported. In addition, no cases of hepatotoxicity or visual disturbances were reported
in the Phase 2b trials or in the ongoing TAK-861 long-term extension trial. Results from both trials will be presented
at an upcoming scientific congress.

Oncology
In Oncology, we aspire to cure cancer, with inspiration from patients and innovation from everywhere. We are focusedon: (1) building on our legacy in hematologic malignancies with marketed products (NINLARO, ADCETRIS, andICLUSIG, etc.); (2) growing a solid tumor portfolio with marketed products (ALUNBRIG and FRUZAQLA [marketed in
the U.S., development in other regions outside of mainland China, Hong Kong and Macau ongoing]); and (3) advancing
a cutting-edge pipeline of highly innovative assets and platforms.
- 39 -

CABOMETYX / Generic name: cabozantinib–

In January 2024, Takeda announced that the detailed results from CONTACT-02, a phase 3 pivotal study led byExelixis, evaluating CABOMETYX in combination with atezolizumab compared with a second novel hormonal
therapy (NHT) in patients with metastatic castration-resistant prostate cancer (mCRPC) and measurable extra-pelvic
soft tissue disease who have progressed on one prior NHT were presented during Oral Abstract Session at theAmerican Society of Clinical Oncology 2024 Genitourinary Cancers Symposium (ASCO GU). For the primary
endpoint of progression-free survival (PFS), at a median follow-up of 14.3 months for the PFS ITT (intent-to-treat)population (n=400), the hazard ratio (HR) was 0.65 (95% confidence interval [CI]: 0.50-0.84; p=0.0007); the medianPFS (mPFS) was 6.3 months for CABOMETYX in combination with atezolizumab compared with 4.2 months for
NHT. This was nearly identical to the PFS for the ITT population (n=507): HR was 0.64 (95% CI: 0.50-0.81,
p=0.0002). At a median follow-up of 12.0 months for the ITT population, the median overall survival (OS), the otherprimary endpoint, was 16.7 months for CABOMETYX in combination with atezolizumab compared with 14.6 months
for second NHT (HR: 0.79; 95% CI: 0.58-1.07; p=0.13), showing a trend toward OS improvement. The safety profilesof CABOMETYX and atezolizumab observed in this trial were consistent with their known safety profiles asmonotherapies, and no new safety concerns were identified with the combination regimen.

ADCETRIS / Generic name: brentuximab vedotin–

In October 2023, Takeda announced that the European Commission (EC) approved ADCETRIS in combination withdoxorubicin, vinblastine and dacarbazine (AVD) to treat adult patients with previously untreated CD30+ Stage III
Hodgkin lymphoma. The decision follows a positive opinion from the Committee for Medicinal Products for Human
Use (CHMP) in September, 2023. The approval is based on the results of the randomized Phase 3 ECHELON-1
trial designed to compare ADCETRIS plus AVD to doxorubicin, bleomycin, vinblastine, and dacarbazine (ABVD) asa therapy in adult patients with previously untreated Stage III or IV Hodgkin lymphoma. The trial met its primary
endpoint of modified progression-free survival (PFS), as well as its key secondary endpoint of overall survival (OS),demonstrating a statistically significant improvement in OS in adult patients with previously untreated Stage III or IVclassical Hodgkin lymphoma treated with ADCETRIS+AVD. The safety profile of ADCETRIS was consistent withprevious studies, and no new safety signals were observed.

–

In November 2023, Takeda announced that it received an approval from the Japanese Ministry of Health, Labourand Welfare (MHLW) for a partial change in approved items of the manufacturing and marketing approval of
ADCETRIS with the new indication of relapsed or refractory CD30-positive cutaneous T-cell lymphoma (CTCL). The
approval is based on the results of the Phase 3 ALCANZA trial conducted outside of Japan as well as the Japanese
Phase 2 investigator-initiated SGN-35-OU trial in patients with relapsed or refractory CD30-positive CTCL.

NINLARO / Generic name: ixazomib–

In September 2023, Takeda announced that it submitted a New Drug Application (NDA) to the Japanese Ministry of
Health, Labour and Welfare (MHLW) for NINLARO capsules 0.5 mg as an additional dosage form of NINLARO(Capsules 2.3 mg/3 mg/4 mg). Aiming to achieve more appropriate dose adjustment in maintenance therapy forpatients with multiple myeloma, Takeda filed this application to provide patients with a new treatment option (1.5 mg
dose (0.5 mg/capsule x 3)) using a low-dose formulation of NINLARO.

EXKIVITY / Generic name: mobocertinib–

In October 2023, Takeda announced that, following discussions with the U.S. Food and Drug Administration (FDA),
it will be working with the FDA towards a voluntary withdrawal of EXKIVITY in the U.S. for adult patients withepidermal growth factor receptor (EGFR) exon20 insertion mutation-positive (insertion+) locally advanced ormetastatic non-small cell lung cancer (NSCLC) whose disease has progressed on or after platinum-based
chemotherapy. Takeda intends to similarly initiate voluntary withdrawal globally where EXKIVITY is approved and is
working with regulators in other countries where it is currently available on next steps. This decision was based on
the outcome of the Phase 3 EXCLAIM-2 confirmatory trial, which did not meet its primary endpoint and thus did not
fulfill the confirmatory data requirements of the accelerated approval granted by the U.S. FDA nor the conditional
marketing approvals granted in other countries. The EXCLAIM-2 trial was a Phase 3, multicenter, open-label study
designed to investigate the safety and efficacy of EXKIVITY as a monotherapy versus platinum-based chemotherapy
in first-line EGFR exon20 insertion+ locally advanced or metastatic NSCLC. No new safety signals were observed- 40 -

in the EXCLAIM-2 trial. Full data from the trial will be presented at an upcoming medical meeting or published in apeer-reviewed journal.
FRUZAQLA / Generic name: fruquintinib–

In June 2023, Takeda and HUTCHMED (China) Limited announced that the European Medicines Agency (EMA)
validated and accepted for regulatory review the marketing authorization application (MAA) for fruquintinib for thetreatment of adult patients with previously treated metastatic colorectal cancer (mCRC). If approved, fruquintinib willbe the first and only highly selective and potent inhibitor of vascular endothelial growth factor receptors (VEGFR) 1, -2 and -3 approved in the European Union (EU) for previously treated mCRC. The MAA for fruquintinib includes
results from the global Phase 3 FRESCO-2 clinical trial along with data from the Phase 3 FRESCO clinical trial. In
April 2024,Takeda announced that the EMA’s Committee for Medicinal Products for Human Use (CHMP)
recommended the approval of fruquintinib for the treatment of adult patients with previously treated mCRC.

–

In June 2023, Takeda and HUTCHMED (China) Limited announced that results of the Phase 3 FRESCO-2 study
evaluating fruquintinib in patients with previously treated mCRC were published in The Lancet. FRESCO-2 is a
global Phase 3 clinical trial (MRCT) conducted in the U.S., Europe, Japan and Australia investigating fruquintinib
plus best supportive care (BSC) vs placebo plus BSC in patients with previously treated mCRC. The FRESCO-2
study met its primary and key secondary endpoints, demonstrating that treatment with fruquintinib resulted in astatistically significant and clinically meaningful improvement in overall survival (OS) and progression-free survival(PFS), respectively. The safety profile of fruquintinib in FRESCO-2 was consistent with previously reported
fruquintinib studies.

–

In September 2023, Takeda announced that it submitted a New Drug Application (NDA) to the Japanese Ministry of
Health, Labour and Welfare (MHLW) for fruquintinib for the treatment of previously treated mCRC. The NDA for
fruquintinib is based on the global Phase 3 FRESCO-2 clinical trial and the Phase 3 FRESCO clinical trial.

–

In November 2023, Takeda announced that the U.S. Food and Drug Administration (FDA) approved FRUZAQLA for
adults with mCRC who have been previously treated with fluoropyrimidine-, oxaliplatin-, and irinotecan-based
chemotherapy, an anti-VEGF therapy, and, if RAS wild-type and medically appropriate, an anti-EGFR therapy.
FRUZAQLA is the first and only selective inhibitor of all three VEGF receptor kinases approved in the U.S. forpreviously treated mCRC regardless of biomarker status. The approval of FRUZAQLA is based on data from twolarge Phase 3 trials: the global FRESCO-2 clinical trial along with the FRESCO clinical trial conducted in China.

ICLUSIG / Generic name: ponatinib–

In March 2024, Takeda announced that the U.S. Food and Drug Administration (FDA) approved the supplemental
New Drug Application (sNDA) for ICLUSIG for the treatment of adult patients with newly diagnosed Philadelphia
chromosome-positive acute lymphoblastic leukemia (Ph+ ALL) in combination with chemotherapy. This indication isapproved under accelerated approval based on minimal residual disease (MRD)-negative complete remission (CR)at the end of induction met by the global Phase 3 PhALLCON study in which ICLUSIG demonstrated superiority in
MRD-negative complete remission rates to imatinib. In the trial, the safety profile of ICLUSIG was comparable toimatinib, and no new safety signals were identified. Continued approval for this indication may be contingent uponverification and description of clinical benefit in confirmatory trials. This accelerated approval application was granted
Priority Review and evaluated under the Real-Time Oncology Review (RTOR) program, an FDA initiative designed
to expedite the delivery of cancer medicines by allowing components of an application to be reviewed before
submission of the complete application.

VECTIBIX / Generic name: panitumumab–

In February 2024, Takeda announced that the study on biomarker research analyzing circulating tumor DNA (ctDNA)
obtained from patients participating in the PARADIGM trial, a Japanese Phase 3 clinical trial of VECTIBIX for the
first-line treatment of unresectable advanced recurrent colorectal cancer, to investigate the correlation of baseline
ctDNA with treatment efficacy was published in the biomedical journal Nature Medicine. The results of this followup analysis showed that, in a group who did not have 10 genetic mutations reported to be associated with resistanceto anti-EGFR antibody drugs (KRAS, NRAS, BRAF (V600E), PTEN and EGFR extracellular domain mutations,
HER2 and MET amplification, as well as ALK, RET, and NTRK1 fusions), overall survival was longer in themFOLFOX6 + VECTIBIX combination therapy group than in the mFOLFOX6 + bevacizumab combination therapy
group in both left and right sided tumors combined (VECTIBIX combination therapy group: 40.7 months,
bevacizumab combination therapy group: 34.4 months, HR: 0.76 [95% CI: 0.62-0.92]). The safety profile of
VECTIBIX in this analysis aligns with the findings reported in previously published clinical trial results. The results- 41 -

suggest that analysis of ctDNA extracted from patients' blood may identify patients who are more likely to benefit
from treatment with panitumumab, rather than simply selecting the treatment by the site of the primary tumor.

Other Rare Diseases programs
Takeda’s R&D engine is focused on areas of high unmet medical need, both in rare and more prevalent conditions,
across three core therapeutic areas (gastrointestinal and inflammation, neuroscience, and oncology). In other Rare
Diseases programs, Takeda focuses on several areas of high unmet medical need. In hereditary angioedema, Takeda
aspires to transform the treatment paradigm, including through TAKHZYRO, with continued investment in lifecycle
management programs. In rare hematology, Takeda focuses on addressing today’s needs in the treatment of bleeding
disorders, including through ADVATE and ADYNOVATE/ADYNOVI. In addition, Takeda aims to redefine themanagement of post-transplant cytomegalovirus (CMV) infection/disease with LIVTENCITY. Takeda commits to fulfilling
our vision to deliver life-transforming medicines to patients with rare diseases. Takeda will continue to explore late-stage
business development that may leverage our rare diseases capabilities as well as bolster our commitment andleadership in rare diseases.
ADYNOVATE/ADYNOVI / Generic name: antihemophilic factor (recombinant), PEGylated–

In June 2023, Takeda announced that it received an approval from the Japanese Ministry of Health, Labour andWelfare (MHLW) for a partial change in approved items of the manufacturing and marketing approval of
ADYNOVATE for dosage and administration. This approval will contribute driving personalized treatments byadjusting dosage and administration including dosing amount and intervals, depending on individual patient’s clinicalpresentation and activity level. The approval is based primarily on the results of the global Phase 3 CONTINUATION
study and Phase 3 PROPEL study conducted outside of Japan.

OBIZUR / Generic name: Susoctocog Alfa (recombinant)–

In March 2024, Takeda announced that the Japanese Ministry of Health, Labour and Welfare (MHLW) approved
OBIZUR, recombinant porcine coagulation factor VIII that is deficient in the glycosylated B domain, for the controlof bleeding in patients with acquired hemophilia A (AHA). The approval is based primarily on a Phase 2/3 clinical
trial in 5 Japanese patients aged 18 years and older with AHA and a Phase 2/3 clinical trial conducted outside ofJapan in non-Japanese patients aged 18 years and older with AHA.

LIVTENCITY / Generic name: maribavir–

In November 2023, Takeda announced that it submitted a New Drug Application (NDA) to the Japanese Ministry of
Health, Labour and Welfare (MHLW) for maribavir for the treatment of patients with post-transplant (including
hematopoietic stem cell transplant) cytomegalovirus (CMV) infection/disease. The NDA is primarily based on theJapanese Phase 3 open-label trial in patients with CMV infection who underwent hematopoietic stem cell transplant(HSCT) or solid organ transplant (SOT), and the Phase 3 open-label SOLSTICE trial conducted outside of Japan inpatients with CMV infection refractory or resistant to prior anti-CMV treatment who underwent HSCT or SOT.

–In December 2023, Takeda announced that LIVTENCITY was approved by the National Medical Products
Administration (NMPA) of China for the treatment of adult patients with post- HSCT or SOT CMV infection/disease
that is refractory to treatment (with or without genotypic resistance) with ganciclovir, valganciclovir, cidofovir or
foscarnet. The NMPA approval is based on the results of the Phase 3 SOLSTICE trial. LIVTENCITY was granted
Breakthrough Therapy Designation by China Center for Drug Evaluation (CDE) in 2021. LIVTENCITY is the first andonly inhibitor of CMV-specific UL97 protein kinase in China for this indication.

Plasma-Derived Therapies (PDT)
Takeda has created a dedicated PDT business unit with a focus on managing the business end-to-end, from plasma
donation to manufacturing, R&D, and commercialization. In PDT, we aspire to develop life-saving plasma derived
therapies, which are essential for patients with a variety of rare and complex chronic diseases. The dedicated R&D
organization within PDT is charged with maximizing the value of existing therapies, identifying new targeted therapies,
and optimizing efficiencies across the PDT value chain, from plasma donation to product manufacturing. Near-term, ourpriority is focused on delivering value from our broad immunoglobulin portfolio (HYQVIA, CUVITRU, GAMMAGARDLIQUID and GAMMAGARD S/D) through the pursuit of new indications, geographic expansions, and enhanced patient
experience through integrated healthcare technologies. In our hematology and specialty care portfolio, our priority is- 42 -

pursuing new indication and formulation development opportunities for PROTHROMPLEX (4F-PCC), FEIBA and
CEPROTIN. Additionally, we are developing next generation immunoglobulin products with 20% fSCIg (TAK-881) andliquid low IgA IG (TAK-880) and are pursuing other early stage opportunities (e.g. hypersialylated Immunoglobulin(hsIgG)) that would add to our diversified commercial portfolio of more than 20 therapeutic products distributed
worldwide.
HYQVIA / Generic name: Immunoglobulin (IG) Infusion 10% (Human) w/ Recombinant Human Hyaluronidase forsubcutaneous administration (Development code: TAK-771)– In April 2023, Takeda announced that the U.S. Food and Drug Administration (FDA) approved a supplemental
biologics license application (sBLA) to expand the use of HYQVIA to treat primary immunodeficiency (PI) in children
2-16 years old. The FDA approval of HYQVIA for the treatment of PI in pediatric patients was based on evidence
from a pivotal, prospective, open-label, non-controlled Phase 3 clinical trial that included 44 PI patients between theages of 2 and 16. During the 12-month trial period, HYQVIA was shown to be efficacious with respect to theoccurrence of acute serious bacterial infections (aSBIs), a primary endpoint. The mean aSBI rate per year was 0.04
and was statistically significantly lower (with an upper 1-sided 99% confidence interval of 0.21, p<0.001) than thepredefined success rate of less than one aSBI per subject per year, favoring efficacy of HYQVIA treatment inpediatric subjects with PI diseases. Results from the interim data analysis, where all subjects completed 12 monthsof participation (one year of observation period) in the study, indicated similar safety profiles to adults.
–

In June 2023, Takeda announced full results from the pivotal Phase 3 ADVANCE-CIDP 1 clinical trial investigating
HYQVIA as maintenance therapy in adult patients with chronic inflammatory demyelinating polyneuropathy (CIDP).
ADVANCE-CIDP 1 is a Phase 3, prospective, randomized, double-blind, multicenter, placebo-controlled study inwhich adults with stable CIDP on intravenous immunoglobulin (IVIG) were randomized 1:1 to be switched to HYQVIA(n=62) or placebo (n=70) and received their assigned treatment for six months or until relapse or study withdrawal.
The primary endpoint was proportion of participants who experienced a relapse defined as worsening of CIDP
symptoms as measured by Inflammatory Neuropathy Cause and Treatment (INCAT). Secondary endpoints included
patient proportion experiencing functional worsening, time to relapse, change from pre-subcutaneous treatmentbaseline in Rasch-built Overall Disability Scale (R-ODS) centile score and safety. Results showed a clinicallysignificant reduction in relapse rate with HYQVIA vs placebo (9.7% vs. 31.4%, respectively; p=0.0045) and otheranalysis showed delayed time to relapse with HYQVIA vs. placebo. Favorable data across other endpoints from thestudy and favorable tolerability were also observed. These findings were presented at the 2023 Peripheral Nerve
Society (PNS) Annual Meeting in Denmark in June 2023, and simultaneously published in the Journal of the
Peripheral Nervous System (JPNS).

–

In January 2024, Takeda announced that the FDA approved HYQVIA for the treatment of CIDP as maintenancetherapy to prevent the relapse of neuromuscular disability and impairment in adult patients. The approval is basedon results from ADVANCE-CIDP 1 clinical trial and ADVANCE-CIDP 3, a single-arm, open-label, extension study.
HYQVIA is the only FDA-approved combination of immunoglobulin (IG) and hyaluronidase, which makes it afacilitated subcutaneous immunoglobulin (SCIG) infusion. For adults with CIDP, HYQVIA can be infused up to once
monthly (every two, three or four weeks) due to the hyaluronidase component, which facilitates the dispersion andabsorption of large IG volumes in the subcutaneous space between the skin and the muscle. Because it is delivered
subcutaneously, HYQVIA can be administered by a healthcare professional in a medical office, infusion center or ata patient’s home. In addition, it can be self-administered after appropriate patient or caregiver training.

–

In January 2024, Takeda announced that the European Commission (EC) approved HYQVIA as maintenancetherapy in patients of all ages with CIDP after stabilization with IVIG therapy. The approval is based on data fromthe pivotal Phase 3 ADVANCE-CIDP 1 clinical trial, which evaluated efficacy and safety of HYQVIA as maintenancetherapy to prevent relapse in patients with CIDP.

–

In February 2024, Takeda announced that it submitted a New Drug Application (NDA) to the Japanese Ministry of
Health, Labour and Welfare (MHLW) for manufacturing and marketing approval of TAK-771 for the treatment of
agammaglobulinemia and hypogammaglobulinemia, disorders characterized by very low or absent levels ofantibodies and an increased risk of serious recurring infection caused by primary immunodeficiency (PID) or
secondary immunodeficiency (SID). The application is based primarily on a Phase 3 study (TAK-771-3004) inJapanese patients with primary immunodeficiency (PID) and three Phase 2/3 studies conducted outside of Japan
in patients with PID (160603 study, 160902 study and 161503 study), which were conducted to evaluate efficacy,
safety, tolerability, and pharmacokinetics.
- 43 -CUVITRU / Generic name: Immunoglobulin (IG) Infusion 20% (Human) for subcutaneous administration–

In September 2023, Takeda announced that the Japanese Ministry of Health, Labour and Welfare (MHLW) approved
the use of CUVITRU in patients aged 2 years and older with agammaglobulinemia or hypogammaglobulinemia,
disorders characterized by very low or absent levels of antibodies and an increased risk of serious recurring infection
caused by primary immunodeficiency (PID) or secondary immunodeficiency (SID). The approval marks Takeda’s
first subcutaneous immunoglobulin (SCIG) therapy for patients in Japan. The approval is based on results from a
Phase 3 clinical trial that evaluated the efficacy, safety, tolerability and pharmacokinetics of CUVITRU in Japanesepatients with PID, as well as two Phase 2/3 clinical trials conducted in patients with PID in North America and Europe.
Results from the clinical trial in 17 patients in Japan confirmed its efficacy and safety profile. No serious or severe
adverse events were reported, and CUVITRU was well-tolerated. The most frequently reported adverse reactions
were headache and injection site swelling in four patients (23.5%) and injection site erythema in three patients(17.6%) during CUVITRU treatment. Previously reported clinical trial results also confirmed the efficacy and safetyof CUVITRU.

GAMMAGARD LIQUID / Generic name: Immunoglobulin (IG) Infusion 10% (Human)–

In January 2024, Takeda announced that the U.S. Food and Drug Administration (FDA) approved GAMMAGARDLIQUID as an intravenous immunoglobulin (IVIG) therapy to improve neuromuscular disability and impairment in
adults with chronic inflammatory demyelinating polyneuropathy (CIDP). It can be used as induction therapy, which
includes an induction dose and maintenance doses. For treatment of CIDP, GAMMAGARD LIQUID has not beenstudied in immunoglobulin-naive patients nor as maintenance therapy for periods longer than 6 months. The
approval is based on results from a prospective, open-label, single-arm, multicenter ADVANCE-CIDP 2 clinical trialthat evaluated the efficacy and safety of GAMMAGARD LIQUID in adults with CIDP who developed a relapse in
HYQVIA’s ADVANCE-CIDP 1 trial.

CEPROTIN / Generic name: Human Dry Protein C Concentrate (Development code: TAK-662)–

In March 2024, Takeda announced that the Japanese Ministry of Health, Labour and Welfare (MHLW) approved
CEPROTIN for the treatment of venous thromboembolism and purpura fulminans caused by congenital protein C
deficiency, as well as for the prevention of thrombophilia. The approval is based primarily on a Phase 1/2 trial in five
Japanese patients primarily in ages 4-27 with congenital protein C deficiency and two Phase 2/3 trials (IMAG-098
and 400101) conducted outside of Japan in non-Japanese patients with congenital protein C deficiency.

VaccineIn Vaccines, Takeda is applying innovation to tackle some of the world’s most challenging infectious diseases such as
dengue (QDENGA (development code: TAK-003)), COVID-19 (NUVAXOVID). To support the expansion of our pipeline
and the development of our programs, we have entered into partnerships with government organizations in Japan andthe U.S., and leading global institutions. Such partnerships have been essential in building the critical capabilities thatwill be necessary to deliver on our programs and realize their full potential.
QDENGA / Generic name: Dengue tetravalent vaccine [live, attenuated] (Development code: TAK-003)–

In July 2023, Takeda announced that it voluntarily withdrew the U.S. Biologics License Application (BLA) for TAK003, following discussions with the U.S. Food and Drug Administration (FDA) on aspects of data collection, whichcannot be addressed within the current BLA review cycle. The future plan for TAK-003 in the U.S. will be further
evaluated given the need for travelers and those living in dengue-endemic areas of the U.S., such as Puerto Rico.
The efficacy and safety profiles of TAK-003 have been demonstrated through a robust clinical trial program, including
a 4.5-year Phase 3 study of over 20,000 children and adolescents living in eight dengue endemic areas. The study
was designed per World Health Organization (WHO) guidance for a second-generation dengue vaccine, and it
considered the need to achieve high levels of subject retention and protocol compliance in endemic regions. The
vaccine is approved in multiple endemic and non-endemic countries, with more approvals expected over the coming
years.

–In October 2023, Takeda announced that the WHO Strategic Advisory Group of Experts on Immunization (SAGE)
shared recommendations for use of QDENGA.
SAGE made the following recommendations:- 44 -

–The vaccine to be considered for introduction in settings with high dengue disease burden and high transmission
intensity to maximize the public health impact and minimize any potential risk in seronegative persons.

–

The vaccine to be introduced to children aged 6 to 16 years of age. Within this age range, the vaccine should
be introduced about 1-2 years prior to the age-specific peak incidence of dengue-related hospitalizations. The
vaccine should be administered in a 2-dose schedule with a 3-month interval between doses.

–

The vaccine introduction should be accompanied by a well-designed communication strategy and community
engagement.

SAGE reviewed data across 19 Phase 1, 2 and 3 trials with more than 28,000 children and adults, including thepivotal Phase 3 Tetravalent Immunization against Dengue Efficacy Study (TIDES) trial, which was designed
according to the WHO’s guidance for a second-generation dengue vaccine.
The WHO will consider the SAGE recommendation and is expected to update its position paper on dengue vaccines
to include final guidance on the use of QDENGA in public vaccination programs.
Building a sustainable research platform / Enhancing R&D collaboration
In addition to our concentrated efforts to increase our in-house R&D capabilities, external partnerships with third-party
partners are a key component of our strategy for enhancing our R&D pipeline. Our strategy to expand and diversify our
external partnerships allows us to take part in research of a wide variety of new products and increases the chancesthat we will be able to take part in a major research-related breakthrough.
–In August 2023, Takeda announced that it entered into an exclusive licensing agreement with ImmunoGen, Inc.
(ImmunoGen) to develop and commercialize mirvetuximab soravtansine-gynx (MIRV) for the Japanese market.
MIRV is an intravenous injection antibody-drug conjugate (ADC), in which a microtubule inhibitor is linked to an antifolate receptor-α (FRα) antibody. It is the first ADC developed for the treatment of ovarian cancer. MIRV is approved
under accelerated approval (and was granted full approval thereafter) in the U.S. for the treatment of adult patientswith FRα positive, platinum-resistant epithelial ovarian, fallopian tube, or primary peritoneal cancer, who havereceived one to three prior systemic treatment regimens. MIRV was the first medicine to show a significant
prolongation of overall survival (OS) compared with conventional chemotherapy for the treatment of platinumresistant relapsed or refractory ovarian cancer in a phase 3 MIRASOL study, conducted outside of Japan. In
February 2024, ImmunoGen was acquired by AbbVie Inc.

–

In January 2024, Takeda and Protagonist Therapeutics, Inc. announced the signing of a worldwide license andcollaboration agreement for the development and commercialization of rusfertide, an investigational injectable
hepcidin mimetic peptide of the natural hormone hepcidin, currently in a pivotal Phase 3 trial, VERIFY, for thetreatment of Polycythemia Vera (PV). Discovered through Protagonist's peptide technology platform, rusfertide’s
mechanism of action is thought to regulate iron homeostasis and control the absorption, storage and distribution ofiron in the body. The randomized portion of the Phase 2 REVIVE study of rusfertide in PV achieved its primary
endpoint. The long-term follow-up data from the 2-year open label extension were presented at the American Societyof Hematology 2023 Annual Meeting, which showed durable hematocrit control, decreased phlebotomy use, longterm tolerability and no new safety signals in patients with PV. Protagonist will remain responsible for research anddevelopment through the completion of the Phase 3 clinical trial and U.S regulatory approval. Takeda has rights for
ex-U.S. development and is responsible for leading global commercialization activities.

• In April 2024, Takeda and Japanese Foundation for Cancer Research (JFCR) announced that the signing of apartnership agreement with the goal to advance research and development in the field of oncology. Under theterms of this agreement, Takeda and JFCR will engage in mutual exchange utilizing each other's strengths for the
purpose of advancing global early clinical trials and facilitating translational research based on this agreement.
This will include necessary information exchanging and consultation regarding ongoing drug development. The
partnership seeks to expedite the development of groundbreaking anti-cancer therapies and facilitate swift delivery
to cancer patients and their families.
• In April 2024, Takeda, Astellas Pharma Inc. (Astellas), and Sumitomo Mitsui Banking Corporation announced thatthree companies signed a master agreement to establish a joint venture company. The new company will be
dedicated to the incubation of early drug discovery programs originating from Japan and toward the creation of
innovative therapeutics. In addition to establishing the joint venture company, Takeda and Astellas will provide
support to the joint venture company leveraging their expertise gained from global drug discovery research and- 45 -

development, aiming to accelerate open innovation in early-stage drug discovery, and toward the creation of startup companies for the benefit of society. The joint venture company, once established, plans to begin incubation
activities by collaboratively working with academia, pharmaceutical companies, and start-up companies acrossJapan to enable access to potentially transformative early drug discovery programs.

(3) Facility Investment (Tangible assets)
The total amount of investment in tangible assets (on an acquisition basis) during the current fiscal year was JPY 324.4
billion mainly for the new construction, expansion, and renewal of facilities, including plasma collection centers andmanufacturing sites, as well as for the expansion of research sites and office.

(4) Fund Procurement
During the current fiscal year, Takeda redeemed USD 1,500 million in fixed rate unsecured senior notes on their maturity
dates. Additionally, Takeda repaid JPY 100.0 billion in Syndicated Loans and efficiently refinanced them on a costeffective basis with a new maturity of April 26, 2030. Takeda also had short term commercial paper drawings outstandingof JPY 317.0 billion as of March 31, 2024. The consolidated outstanding balances of bonds and loans as of March 31,
2024 were JPY 4,092.9 billion and JPY 750.9 billion respectively following the impact of the above noted debt repayment
and refinancing activity during the fiscal year.

(5) Issues for the Takeda Group to Address
Takeda's Corporate Philosophy and Imperatives
Our corporate philosophy tells the rich story of Takeda - who we are, what we do, how we do it, and why it matters. From
our founding more than 240 years ago to today, we serve patients with integrity that also benefits society.
Our imperatives - Patient-People-Planet, powered by Data, Digital and Technology (DD&T), direct where Takeda must
focus to deliver on our purpose and vision, guided by our values.

Our ambition is to be the most trusted, science-driven, digital biopharmaceutical company. Through our core business,
Takeda creates long-term value for patients, shareholders and society while also sustaining positive impact for ourpeople, communities, and the planet.

- 46 -

Business Environment
We believe that we need to navigate geopolitical uncertainty, rising healthcare costs, and rapid advancement oftechnology to ensure that we deliver on our vision.
At the geopolitical level, risks are intensifying, with ongoing conflicts in Ukraine and the Middle East together with
continued tensions between China and the U.S., EU and other countries creating an uncertain outlook for the global
economy. As a global company, we need to be constantly attentive to the changing economic environment and attendantrisks and adapt our business strategy accordingly.
The business environment in which we operate is also influenced by government health care policies. While medical
innovation in recent years has improved health care outcomes, spending on health care has for decades needed to rise
faster than the gross domestic product and gross domestic incomes of developed countries due to aging populations,
lifestyle changes and the availability of more advanced solutions for complex diseases. Consequently, payers are
becoming increasingly selective in determining which treatments will be reimbursed. National governments arepromoting generic and biosimilar alternatives and are increasing downward pressure on drug prices. In the United States,
the Inflation Reduction Act (IRA), while offering some positives for Medicare patients such as greater predictability inout-of-pocket prescription expenses, establishes an unprecedented government price-setting system for medicines that
could potentially result in declines in R&D investment in the country. Meanwhile, widening gaps in access to care further
demonstrate the need for better access and policies to address health inequity. We believe that a transition away fromthe current prevailing fee-for-service model and toward value-based health care – an approach that pays for outcomes
and care quality – could slow the pace of rising health care costs while expanding coverage and improving equity.
The rapid advancement of technology must also be factored in to strategic planning. We believe that the pace ofinnovation in the global pharmaceutical industry continues to accelerate, enhanced by medical technologies such as
immunotherapies in oncology and cell and gene therapy and, more recently, by the rapid adoption of artificial intelligence(AI). The potential to develop AI-enabled innovations to help individuals manage their disease and treatments is vast
and we believe that this technology could transform how the pharmaceutical industry operates.
With these and other factors influencing the external business environment, our commitment to patients and the work
we do to support them is even more important.

Patient
We pursue life-transforming science and focus on the highest unmet medical need, both in rare and more prevalentconditions. Our research programs are based on targets with strong human validation and represent diverse modalities.
We leverage DD&T broadly, from accelerating the pipeline to driving quality and efficiency in manufacturing, toenhancing interactions with health care practitioners and patients.
AI is increasingly incorporated into the design of what we create to support patient experiences. Examples include our
joint projects with Massachusetts Institute of Technology (MIT) to use AI to help accelerate diagnosis of rare diseases,
such as Fabry disease; leveraging AI platforms to personalize the way we engage with physicians and improving
diversity and data collection in clinical trials. We are intentional in looking at how we use technology in an ethical manner
while trying to predict the regulatory environment in the future. We believe the potential to develop AI-enabledinnovations to help individuals manage their disease and treatments is vast.
In the fiscal year ended March 31, 2024 (FY2023), we received nine approvals from the U.S. Food and Drug
Administration (FDA), including three new molecular entities: FRUZAQLA for the treatment of metastatic colorectal
cancer; ADZYNMA for patients with congenital thrombotic thrombocytopenic purpura (cTTP); and EOHILIA for
eosinophilic esophagitis. For more information on our major activities and progress on R&D from April 2023 to date,please see our discussion of Pipeline and R&D Activities in (2) Business Performance for Fiscal 2023 (iii) Activities andResults of Research & Development.
We continue to see momentum in our Growth & Launch Product portfolio. ENTYVIO is our number-one product byrevenue and we launched our subcutaneous administration in the U.S. for maintenance therapy in moderate-to-severely
active ulcerative colitis and Crohn's disease, providing more flexibility and choice to patients.
We are also encouraged by the global progress of our dengue vaccine QDENGA since first launching a little over a year
ago. QDENGA is now available in more than 20 markets across the world, including many endemic countries where theneed is highest. In 2023, there was an upsurge in dengue cases globally, with the disease spreading into previously
unaffected regions. We are now working to expand production and ensure cooperation with communities worldwide whoneed QDENGA to combat the increase in dengue prevalence.
To help us achieve our target to supply 100 million doses annually by 2030 we have entered into a manufacturing
partnership agreement with Biological E. Limited (BE) in India that builds upon existing capabilities at our facility in- 47 -

Singen, Germany and our long-term contract manufacturing partnership with IDT Biologika GmbH in Germany. BE will
manufacture up to 50 million doses of QDENGA per annum.
PeopleWe recognize that no matter how far science and technology advance, meaningful change is always driven by people.
Our intention is to create an inclusive workplace through diversity, equity, and inclusion (DE&I) initiatives, promote lifelong learning, talent development and career growth, and reinforce our values-based culture, and prioritize employee
well-being, which enable us to discover and deliver life-transforming treatments and vaccines for patients andcommunities.
Our culture is one of belonging, engaging our people who originate from over 80 countries and who represent a wide
range of backgrounds and experiences. Takeda embraces diversity and strives to provide equitable opportunities forpatients and employees. Takeda has increased its investment in DE&I, including the expansion of the Global DE&I
Council, which focuses on strategic direction, relationship-building, and efforts to address health disparities andinequities on a global scale.
Life-long learning and career growth enhance employee motivation and expertise, leads to new ideas, and results invalue creation for patients. We are upskilling employees and building in-house capabilities to create an agile and resilientorganization that is positioned for long-term sustainable growth. Our new Career Navigator platform uses AI to show
personalized internal positions and mentoring and learning opportunities so our people can reach their highest potential.
We are also leveraging the rapid technological advancements shaping our sector today and investing in the digital skillsof our people for the future of health care.
As part of an initiative to improve work environment, we have transformed Takeda offices into ‘Takeda Community
Spaces’ centered around employee well-being and learning. These spaces are designed for maximizing in-person
interactions, where people can focus, collaborate and connect more closely in a sustainable environment. Takeda has
partnered with Thrive, a behavioral health platform, to help our employees improve their overall well-being, build mental
resilience and increase productivity. These components help us to build an exceptional people experience that promotes
well-being and performance, embraces flexibility and emphasizes the value of regular face-to-face interactions.
Planet
The reality of climate change must now be factored into the decision-making processes of every business. Public healthis integrally linked to the impacts of climate change and, as temperatures rise, there will be challenges related to climateaccelerated diseases and access to care for patients in impacted regions.
Takeda is committed to delivering a high standard of environmental leadership, recognizing that climate change andpollution both impact human health. It is not enough to just work towards a healthier population – we need a healthierplanet as well to realize our purpose. We are taking action to reduce our environmental impact on many fronts byprioritizing clean energy solutions, progressing toward net-zero targets and working to eliminate greenhouse gas (GHG)
emissions from our entire value chain. While Takeda has maintained carbon neutrality through FY2022, in FY2024 wehave transitioned away from carbon neutrality as a climate goal and are focusing resources on initiatives that advanceour net-zero roadmap while continuing to invest in nature-based carbon removal projects in projects beyond our value
chain. We are working to achieve net-zero GHG emissions in our operations by 2035 and across our value chain by
2040 in accordance with the Science Based Targets initiative's Corporate Net-Zero Standard, conserving natural
resources, and designing our products with sustainability principles in mind.
We continue to make notable progress towards our GHG emissions goals and have issued Environmental Sustainability
Improvement Plans for several commercial products. For example, we are pioneering the use of CMYK (cyan, magenta,
yellow and key plate (black)) printing in Japan and plan to roll out this program globally. This switch is expected to reduce
waste of unused ink in the supplier’s printing process, as well as the amount of solvents necessary to clean the printing
machine and the amount of waste generated during changeover between different packaging. Furthermore, 52% of all
secondary packaging for our products is now made from Forest Stewardship Council-certified or recycled content paperor paperboard.
In October 2023, we announced the opening of our BioLife plasma donation center in Linz, Austria, which is the first of
our centers designed to operate as a zero-GHG emissions facility. Also in Austria, at our largest production site in Vienna
we introduced a groundbreaking heat pump system that will reduce GHG emissions in the production area where it isinstalled by up to 90 percent.
- 48 -

DD&T is also a key enabler of our environmental efforts. At our manufacturing site in Osaka we reduced distilled water
consumption by approximately 460,000 liters per year, leading to a reduction of over two million liters in freshwater
consumption annually, by installing sensors and monitors at every point of water use and analyzing the combined data
to find ways to optimize water volumes and standardize best practices. Similar projects have been undertaken to reduce
electricity consumption and increase our use of solar and other green energy sources.

Financial Performance
Takeda plans and manages financial profiles based on future forecasts and has a strong financial foundation thatenhances inflation resilience and minimizes exposure to interest rate increases.
Our financial foundation enables us to nurture a diverse pipeline with approximately 30 clinical stage medicines driven
by our in-house R&D engine and through more than 200 partnerships. With our free cash flow, driven by financial
discipline, we are also reinforcing our long-term growth potential through strategic investments in internal and external
opportunities to strengthen the pipeline.
Our R&D organization has delivered momentum across our mid- and late-stage pipeline with the approvals of
FRUZAQLA, ADZYNMA and EOHILIA, and the advancement of our most highly prioritized programs, zasocitinib (TAK279) and TAK-861, which represent significant potential commercial opportunities.
Zasocitinib is a highly selective, oral allosteric tyrosine kinase 2 (TYK2) inhibitor that has the potential to offer best-inclass treatment for patients with psoriasis and other immune-mediated inflammatory diseases, including psoriatic
arthritis and inflammatory bowel disease (IBD). We continue to advance the development of zasocitinib, having initiatedtwo Phase 3 psoriasis trials, and aim to file a regulatory submission in psoriasis between FY2026 and FY2027.
TAK-861 is our lead orexin receptor 2 agonist, with the potential to address the underlying pathophysiology of narcolepsy.
In February 2024, we made the decision to advance TAK-861 to Phase 3 development in narcolepsy type 1, further
reinforcing our efforts to deliver growth into the next decade.
While we are facing short-term headwinds primarily due to the loss of exclusivity for VYVANSE (for attention deficit
hyperactivity disorder) in the U.S., we believe our Growth and Launch Products* will drive topline growth in the mediumto-long term. In 2023, we raised our peak sales estimate for ENTYVIO (for ulcerative colitis and Crohn’s disease) to
USD 7.5 to 9.0 billion, based on its sustained global sales growth potential and our updated assumption for the timingof biosimilar competition. We expect that this momentum will be further boosted by new product launches.
In the medium-to-long term, we aim to return to low to mid-30% Core Operating Profit margin and maintain strong cash
flow generation. We plan to continue to allocate cash flow towards internal and external opportunities to enhance thepipeline, new product launches and PDT, and towards delivering on our commitment to shareholder returns.

* Takeda’s Growth and Launch Products for FY2024:
GI:

ENTYVIO, EOHILIA

Rare Diseases: TAKHZYRO, LIVTENCITY, ADZYNMA
PDT:Immunoglobulin products including GAMMAGARD LIQUID/KIOVIG, HYQVIA, and CUVITRU,

Oncology:

Albumin products including HUMAN ALBUMIN and FLEXBUMIN
ALUNBRIG, FRUZAQLA

Vaccines:

QDENGA

Basic Policy for Profit Distribution
Guided by our vision to discover and deliver life-transforming treatments, and with a focus on maintaining solid
investment grade credit ratings, we will allocate capital to deliver sustainable value to patients and attractive returns to
our shareholders.
Takeda's policy in the allocation of capital is as follows:- 49 -

• Invest in growth drivers; and• Shareholder returns.
In respect of "Invest in growth drivers", Takeda makes strategic investments in internal and external opportunities toenhance the pipeline, new product launches, and plasma-derived therapies. With regard to "Shareholder returns",
Takeda has adopted a progressive dividend policy of increasing or maintaining the annual dividend per share each year,
alongside share buybacks when appropriate.

- 50 -

Financial Forecast for Fiscal 2024
Consolidated reported forecast for the fiscal year ending March 31, 2025 (FY2024)* is as below:*Financial Forecast for Fiscal 2024 is a matter to be approved in the board of director meeting scheduled on May 9, 2024 and does
not constitute the contents of the business report.

Consolidated Reported Forecast for the Fiscal Year Ending March 31, 2025 (FY2024)
Billion JPY or percentage
FY2023
Actual Results

FY2024
Forecast

Change versus the previous year

Revenue

4,263.8

4,350.0

86.2

2.0 %

Gross Profit

2,837.1

2,850.0

12.9

0.5 %

Operating profit

214.1

225.0

10.9

5.1 %

Profit before tax

52.8

55.0

2.2

4.2 %

Net profit for the year
(attributable to owners of the Company)

144.1

58.0

(86.1)(59.7)%EPS (JPY)

92.09

36.70

(55.39)(60.1)%

Core Revenue

4,263.8

4,350.0

86.2

2.0 %

Core Operating Profit

1,054.9

1,000.0(54.9)(5.2)%

484

431

(53)

(10.9)%

Core EPS (JPY)[Revenue]

Takeda expects FY2024 revenue to be JPY 4,350.0 billion, an increase of JPY 86.2 billion, or 2.0%, from FY2023. The
continued decline of products experiencing generic competition, including VYVANSE in the U.S., is expected to belargely mitigated by expansion of Growth and Launch Products, including ENTYVIO, immunoglobulin products, and new
products such as QDENGA, FRUZAQLA, and EOHILIA. In addition, the foreign exchange assumption rates for major
currencies reflect the depreciation of the Japanese yen versus FY2023 actual rates, which results in a favorable yearon-year impact on revenue.
Because Takeda does not expect any significant non-core items that require adjustment in its revenue forecast, the Core
revenue forecast for FY2024 is the same as the reported revenue forecast.
[Operating Profit]
Operating Profit is expected to increase by JPY 10.9 billion, or 5.1%, to JPY 225.0 billion. While various cost efficiency
initiatives will continue, we will also actively make investments for new product launches and in data, digital, andtechnology. There will also be a modest increase in R&D expenses to support our late-stage pipeline. Other operating
expenses are expected to be JPY 200.0 billion, including JPY 140.0 billion of restructuring expense which is primarily
related to the enterprise-wide efficiency program scheduled to start from FY2024. Operating Profit growth versus
FY2023 also benefits from a lower assumption for impairment losses on intangible assets associated with products, with
JPY 50.0 billion included in our FY2024 forecast compared to JPY 130.6 billion booked in FY2023.
Core Operating Profit is expected to be JPY 1,000.0 billion, a decrease of JPY 54.9 billion JPY, or 5.2%.
[Net profit for the year (attributable to owners of the Company)]
Net profit for the year (attributable to owners of the Company) is expected to be JPY 58.0 billion, a decrease of JPY 86.1
billion, or 59.7%, mainly reflecting significant one-time tax expense reduction booked in FY2023 and resulting less tax
benefit in FY2024 compared to FY2023. Profit Before Tax is expected to increase by JPY 2.2 billion, or 4.2%, to JPY
55.0 billion, reflecting an increase in net finance income and expenses, which partially offset the expected increase in
Operating Profit of JPY 10.9 billion.
Reported EPS is expected to be JPY 36.70, a decrease of JPY 55.39, or 60.1%, and Core EPS is expected to be JPY
431, a decrease of JPY 53, or 10.9%.

- 51 -

Major assumptions used in preparing the FY2024 Reported Forecast
Billion JPY or percentage
FY2023
FY2024
Actual Results
Forecast
1 USD = 144 JPY
1 USD = 150 JPY
1 Euro = 156 JPY
1 Euro = 160 JPY
1 RUB = 1.6 JPY
1 RUB = 1.6 JPY
1 CNY = 20.1 JPY
1 CNY = 20.9 JPY
1 BRL = 29.1 JPY
1 BRL = 30.4 JPY(1,426.7)(1,500.0)(1,053.8)(1,080.0)

FX rates

Cost of Sales
SG&A Expenses
R&D expenses(729.9)(770.0)

Amortization of intangible assets associated with products
Impairment of intangible assets associated with products*1
Other operating income
Other operating expenses*2
Other Core Operating Profit adjustments(521.5)(130.6)19.4(206.5)(1.5)(540.0)(50.0)
15.0(200.0)—Finance income and (expenses), net
Adjusted free cash flow*3
Capital expenditures (cash flow base)
Depreciation and amortization (excluding intangible
associated with products)
Cash tax rate on adjusted EBITDA (excluding divestitures)(167.8)283.4(480.7)(172.0)350.0 - 450.0(380.0 - 420.0)(206.5)(205.0)~15%

Mid teen %assets*1 Includes in-process R&D.
*2 JPY 140.0 billion of restructuring expense which is primarily related to the enterprise-wide efficiency program is included in FY2024
Forecast.
*3 Starting from FY2024, we will i) change the title of free cash flow as currently represented to “Adjusted free cash flow” and ii) report“Free cash flow” as cash flows from operating activities less acquisition of property, plant and equipment.

Management Guidance
Takeda uses change in Core Revenue, Core Operating Profit and Core EPS at Constant Exchange Rate (CER) basis
as its Management Guidance.
FY2024 Management Guidance
CER % Change*4
Flat to slightly declining
Core Revenue
Core Operating Profit
Approx 10% decline
Core EPS
Mid-10s% decline*4 Please refer to 1. Current State of the Takeda Group, (2) Business Performance for Fiscal 2023, (ii) Core Results (April 1,
2023 to March 31, 2024), Definition of Core financial measures and Constant Exchange Rate change, for the definition.

Other assumptions used in preparing the FY2024 Reported Forecast and the Management Guidance
The FY2024 reported forecast and the management guidance assume global VYVANSE sales of JPY 225.0 billion, a
year-on-year decline of JPY 198.2 billion (49% decline at CER).

Forward looking statements
All forecasts in this document are based on information currently available to management, and do not represent a
promise or guarantee to achieve these forecasts. Various uncertain factors could cause actual results to differ, such aschanges in the business environment and fluctuations in foreign exchange rates. Should any significant event occur
which requires the forecast to be revised, the Company will disclose it in a timely manner.

- 52 -

(6) Financial Position and Income Summary(i) Financial Position and Income Summary of the Takeda Group(Billion JPY, unless otherwise indicated)
144th fiscal year
April 1, 2020 toMarch 31, 2021

145th fiscal year
April 1, 2021 toMarch 31, 2022

146th fiscal year
April 1, 2022 toMarch 31, 2023

147th fiscal year
April 1, 2023 toMarch 31, 2024

3,197.8
509.3

3,569.0460.8

4,027.5490.5

4,263.8
214.1

Profit before income taxes

366.2

302.6

375.1

52.8

Net profit for the year
Net profit for the year attributable
to the owners of the Company

376.2

230.2

317.0

144.2

376.0

230.1

317.0

144.1

Basic earnings per share (JPY)
Total assets
Total equity

240.72
12,912.3
5,177.2

147.14
13,178.0
5,683.5

204.2913,957.8
6,354.7

92.09
15,108.8
7,274.0

Revenue
Operating profit(Note)

Consolidated financial statements of the Takeda Group are prepared under the International Financial
Reporting Standards (IFRS).

(ii) Overseas Revenue of the Takeda Group(Billions JPY, unless otherwise indicated)

Overseas revenue
Proportion of overseas
revenue to the Takeda
Group Revenue (%)

144th fiscal year

145th fiscal year

146th fiscal year

147th fiscal year

April 1, 2020 toMarch 31, 2021
2,638.1

April 1, 2021 toMarch 31, 2022
2,910.0

April 1, 2022 toMarch 31, 2023
3,515.4

April 1, 2023 toMarch 31, 2024
3,812.4

82.5

81.5

87.3

89.4

(iii) R&D Expenses of the Takeda Group(Billions JPY, unless otherwise indicated)

R&D expenses
Ratio of R&D expenses
to the Takeda Group
Revenue (%)

144th fiscal year
April 1, 2020 toMarch 31, 2021
455.8

145th fiscal year
April 1, 2021 toMarch 31, 2022
526.1

146th fiscal year
April 1, 2022 toMarch 31, 2023
633.3

147th fiscal year
April 1, 2023 toMarch 31, 2024
729.9

14.3

14.7

15.7

17.1

- 53 -

For your reference, the "Financial Position and Income Summary of the Company" is as follows:(Billions JPY, unless otherwise indicated)

Net sales
Operating income
Ordinary income
Net income
Net income per(JPY)
Total assets
Net assets

share

144th fiscal year
April 1, 2020 toMarch 31, 2021

145th fiscal year
April 1, 2021 toMarch 31, 2022

146th fiscal year
April 1, 2022 toMarch 31, 2023

147th fiscal year
April 1, 2023 toMarch 31, 2024

602.6
121.1
50.0
247.5

764.3
293.7
550.9
324.5

632.1
136.1
340.1
330.6

595.6
48.1
286.4
338.9

158.45207.50213.06

216.6010,856.5
4,434.9

9,641.6
4,294.9

9,407.3
4,206.2

9,756.3
4,088.2(7) Main Businesses of the Takeda Group (as of March 31, 2024)
The main businesses of the Takeda Group are research, development, production and marketing ofpharmaceuticals.

- 54 -

(8) Principal Subsidiaries (as of March 31, 2024)
Name of company(major offices)

Capital stock

ARIAD Pharmaceuticals, Inc. (Headoffice: Cambridge, Massachusetts,
U.S.)
Takeda Vaccines, Inc. (Head office:Cambridge, Massachusetts, U.S.)
Takeda Development Center
Americas, Inc. (Head office:Cambridge, Massachusetts, U.S.)
Baxalta Incorporated (Head office:Bannockburn, Illinois, U.S.)

Principal business

US$21(¥3 thousand)Sale ofpharmaceuticals,
100.0 holding intellectual
properties and internalgroup finance

US$6(¥1 thousand)R&D of pharmaceuticals
100.0 and holding intellectual
properties

US$1

100.0 R&D of pharmaceuticals

US$1

100.0 R&D of pharmaceuticals

United States
Takeda Pharmaceuticals U.S.A., Inc.
(Head office: Cambridge,
Massachusetts, U.S.)

Percentage
of totalshares (%)

US$10(¥2 thousand)100.0 Holding Company

Dyax Corp. (Head office: Lexington,
Massachusetts, U.S.)

US$215(¥33 thousand)

R&D, sale ofpharmaceuticals and100.0
holding intellectual
properties

Takeda Ventures, Inc. (Head office:Cambridge, Massachusetts, U.S.)

US$2

100.0 Investment Company

Baxalta US Inc. (Head office:Bannockburn, Illinois, U.S.)

US$1

Shire Human Genetic Therapies,
Inc. (Head office: Lexington,
Massachusetts, U.S.)

US$10(¥2 thousand)

BioLife Plasma Services LP (Headoffice: Bannockburn, Illinois, U.S.)
Takeda Manufacturing U.S.A., Inc.
(Head office: Cambridge,
Massachusetts, U.S.)

US$0
US$9 thousand(¥1 million)

Europe andCanadaTakeda Pharmaceuticals
International AG (Head office:Opfikon, Switzerland)€5 million(¥872 million)- 55 -

R&D, production, sale ofpharmaceuticals, and100.0
holding intellectual
properties
R&D, production, sale ofpharmaceuticals, and100.0
holding intellectual
properties
100.0 Plasma collection
100.0

Production ofpharmaceuticals

R&D ofpharmaceuticals,
supervision of sale ofpharmaceuticals for theareas other than Japan,
100.0
holding intellectual
properties, supervisionof global manufacturing
and product supply for
all regions

Name of company(major offices)

Capital stock€11 million(¥1,779 million)

Production, sale ofpharmaceuticals, and100.0
holding intellectual
properties

Takeda Italia S.p.A. (Head office:Rome, Italy)€11 million(¥1,836 million)

100.0 Sale of pharmaceuticals

Takeda Austria GmbH (Head office,
Factory: Linz, Austria)€15 million(¥2,426 million)

Production, sale ofpharmaceuticals, and100.0
holding intellectual
properties

Takeda France S.A.S. (Head office:
Paris, France)
Takeda UK Limited (Head office:London, U.K.)€3 million(¥528 million)£50 million(¥9,537 million)

Takeda Ireland Limited (Head office:Kilruddery, Ireland) (Factory: Brayand Grange Castle, Ireland)€396 million(¥64,639 million)

Production ofpharmaceuticals and100.0
holding intellectual
properties

US$6,892 million(¥1,043 billion)

100.0 Holding Company

US$20(¥3 thousand)
US$3,613 million(¥547,294 million)
CAD41 million(¥4,580 million)€2 million(¥254 million)€100 thousand(¥16 million)

Baxalta Manufacturing, S.a.r.l. (Head 3 million Swiss franc
office: Neuchatel, Switzerland)(¥481 million)
Baxalta Innovations GmbH (Headoffice: Vienna, Austria)
Takeda Pharma AB (Head office:Stockholm, Sweden)
Takeda Pharma AG (Head office:Opfikon, Switzerland)

Latin
America

Principal business

Takeda GmbH (Head office:
Konstanz, Germany)

Shire Pharmaceuticals International
Unlimited Company (Head office:Dublin, Ireland)
Shire Acquisitions Investments
Ireland Designated Activity Company(Head office: Dublin, Ireland)
Shire Ireland Finance Trading
Limited (Head office: Dublin, Ireland)
Takeda Canada Inc. (Head office:Toronto, Canada)
Takeda Farmaceutica Espana S.A.
(Head office: Madrid, Spain)
Takeda Manufacturing Austria AG(Head office: Vienna, Austria)

RussiaPercentage
of totalshares (%)

Takeda Nederland B.V. (Head office:
Hoofddorp, Nederland)
Takeda Pharmaceuticals Limited
Liability Company (Head office:Moscow, Russia) (Factory:
Yaroslavl, Russia)
Takeda Distribuidora Ltda. (Headoffice: São Paulo, Brazil)
Takeda Mexico S.A.de C.V. (Headoffice: Naucalpan, Mexico)
Takeda Pharma Ltda. (Head office:Jaguariúna, Brazil)€36 million(¥5,931 million)
2 million Swedishkrona(¥28 million)
550 thousand Swiss
franc(¥92 million)€5 million(¥751 million)
126 thousand
Russian ruble(¥207 thousand)
140 million Brazilian
real(¥4,245 million)
820 million Mexicanpeso(¥7,481 million)
7 million Brazilian
real(¥215 million)- 56 -

100.0 Sale of pharmaceuticals
100.0 Sale of pharmaceuticals

100.0Group finance andtreasury

100.0Group finance andtreasury

100.0 Sale of pharmaceuticals
100.0 Sale of pharmaceuticals
Production ofpharmaceuticals
Production ofpharmaceuticals and100.0
holding intellectual
properties
100.0

100.0 R&D of pharmaceuticals
100.0 Sale of pharmaceuticals
100.0 Sale of pharmaceuticals
100.0 Sale of pharmaceuticals
100.0

Production and sale ofpharmaceuticals

100.0 Sale of pharmaceuticals
100.0 Production and sale ofpharmaceuticals
100.0 Production and sale ofpharmaceuticals

Name of company(major offices)

Capital stock

Takeda Argentina S.A. (Head office:Buenos Aires, Argentina)
Asia

853 million Argentine
peso(¥151 million)

Percentage
of totalshares (%)

Principal business100.0 Sale of pharmaceuticals

Takeda (China) Holdings Co., Ltd.
(Head office: Shanghai, China)
Takeda (China) International Trading
Co., Ltd. (Head office: Shanghai,
China)

US$192 million(¥29,007 million)

100.0

US$22 million(¥3,257 million)

100.0 Sale of pharmaceuticals

Takeda Pharmaceuticals Korea Co.,
Ltd. (Head office: Seoul, Korea)

2,100 million Koreanwon(¥236 million)
S$5 million(¥561 million)

Takeda Development Center Asia,
Pte. Ltd. (Head office: Singapore)
Tianjin Takeda Pharmaceuticals Co.,
Ltd. (Head office: Tianjin, China)
Takeda Manufacturing Singapore
Pte. Ltd. (Head office: Singapore)
Takeda APAC Biopharmaceutical
Research and Development
Company Limited (Head office :Shanghai, China)

Holding company in
China

100.0 Sale of pharmaceuticals
100.0 R&D of pharmaceuticals

US$155 million(¥23,454 million)

100.0

Production and sale ofpharmaceuticals

US$305 million(¥46,252 million)

100.0

Production ofpharmaceuticals

CNY50 million(¥1,047 million)

100.0 R&D of pharmaceuticals(Notes) 1. The figures in parentheses under the column “Capital stock” show the Japanese yen equivalents, calculatedusing the exchange rates as of March 31, 2024.
2. The figures for “Percentage of total shares (%)” include shares that are held indirectly through subsidiaries.
3. As of March 31, 2024, the number of consolidated subsidiaries (including partnerships) was 169 and thenumber of equity method associates was 16.
4. No subsidiaries fall under "Specific Wholly Owned Subsidiary" as described in the Ordinance for
Enforcement of the Companies Act.

- 57 -

(9) Major Offices of the Company (as of March 31, 2024)
Head Office
Global Headquarters

1-1, Doshomachi 4-chome, Chuo-ku, Osaka
1-1, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo

PlantsOsaka Plant (located in Osaka), Hikari Plant (located in Hikari, Yamaguchi) and Narita Plant(located in Narita. Chiba)(Notes) 1. The Sales division is engaged in its activities at the hubs established by the Company in the major cities
in Japan.
2. The Company conducts research activities in Fujisawa, Kanagawa, in Narita, Chiba and in Hikari,
Yamaguchi..

(10) Employees (as of March 31, 2024)(i) Number of employees of the Takeda Group
Number of employees

Increase (decrease) from the previous fiscal year end

49,281

186(Note) The number of employees represents the number of working employees.
(ii) Status of employees of the Company
Number of employees

Increase (decrease) fromthe previous fiscal year end

Average age

Average length of
employment (years)

5,474

(12)

43.3

14.6

(Note) The number of employees represents the number of working employees.

(11) Principal lenders and loan amounts (as of March 31, 2024)
LenderLoan balance

Syndicated loans
The Norinchukin Bank
Sumitomo Mitsui Trust Bank, Limited
Shinkin Central Bank
Mizuho Trust & Banking Co., Ltd.

JPY 540,518 million
JPY 80,000 million
JPY 50,000 million
JPY 50,000 million
JPY 30,000 million(Note) The syndicated loans are joint financing by several lenders arranged by Sumitomo Mitsui Banking Corporation.

- 58 -

2. Common Stock of the Company (as of March 31, 2024)(1) Total number of shares authorized to be issued by the Company
3,500,000,000 shares(2) Total number of issued shares

1,582,418,725 shares(including 7,514,277 shares of treasury stock)(3) Number of shareholders

652,774(4) Principal Shareholders
Name of Shareholder

Number of shares held
(thousands)

Percentage of
total shares (%)

The Master Trust Bank of Japan, Ltd. (Trust account)
Custody Bank of Japan, Ltd. (Trust account)

261,696
86,763

16.62
5.51

THE BANK OF NEW YORK MELLON AS DEPOSITARY BANK FOR
DEPOSITARY RECEIPT HOLDERSJP Morgan Chase Bank 385632
State Street Bank West Client-Treaty 505234
Nippon Life Insurance Company
JP Morgan Securities Japan Co., Ltd.
SMBC Nikko Securities Inc.
SSBTC CLIENT OMNIBUS ACCOUNT
JP Morgan Chase Bank 385781

60,085

3.82

37,23233,75624,752
23,39622,032
21,344
21,118

2.36
2.14
1.57
1.49
1.40
1.36
1.34

(Note) The percentage of total shares is based on the number of shares (1,574,904,448 shares) calculated bysubtracting the number of treasury stocks from the total number of issued shares.
(5) Shares delivered to Directors of the Company during this fiscal year as a consideration for the execution of duties
Number of shares

Number of people

Directors who are not Audit and Supervisory Committee
Members (excluding External Directors)

217,500 shares

3 Directors

External Directors who are not Audit and Supervisory
Committee Members

7,500 shares

3 Directors

Directors who are Audit and Supervisory Committee
Members

9,100 shares

4 Directors(Note) Shares delivered to Directors who retired in this fiscal year and previous fiscal years are included.
(6) Material items on the Common Stock of the Company other than the items mentioned above(i) The Company has introduced the BIP (Board Incentive Plan) trust compensation system for Directors(excluding Directors residing outside of Japan who are not External Directors), based on the resolutions of theGeneral Meetings of Shareholders and the resolutions of the Board of Directors made in accordance with suchshareholders̕ resolutions.
The number of shares of the Company held by the trust account for the BIP trust is 2,258,019 shares as ofMarch 31, 2024.
(ii) The Company introduces a stock grant ESOP (Employee Stock Ownership Plan) trust for certain employees
including members of senior management of the Company in Japan, based on the resolution of the Board of
Directors.
The number of shares of the Company held by the trust account for the stock grant ESOP trust is 3,630,339
shares as of March 31, 2024.

- 59 -

3. Executives of the Company(1) Status of Directors (as of March 31, 2024)
The status of Directors as of the end of this fiscal year is as follows:
The Company's Board of Directors is composed of 3 internal directors and 12 external directors, with one of theexternal directors chairing the Board of Directors meeting, ensuring a robust corporate governance with an Audit
and Supervisory Committee (ASC) which consists entirely of external directors. Furthermore, all members of boththe Nomination and Compensation Committees must be external directors to ensure the election of directors andthe compensation for directors via a transparent process based on objective and reasonable standards.
The Board composition achieves a balance of knowledge, experience and capabilities necessary for the
management of the Company, given the nature of its global business.
The Board of Directors, with its appropriate composition and size, decides on the most important matters for thebusiness operation of group and supervises the execution of the business, which is delegated to the President andCEO and the Takeda Executive Team (TET).
Position

Duty

Important Positions Held Concurrently

President &Representative Director

Chief Executive Officer

Head of Global Business,
Takeda Pharmaceuticals U.S.A., Inc.

Andrew Plump

Director

President, Research &Development

President, Research & Development,
Takeda Development Center Americas,
Inc.

Costa Saroukos

Director

Chief Financial Officer

Masami Iijima

Director

Olivier Bohuon

DirectorCounselor, Mitsui & Co., Ltd.
Chair of the Board of
Directors meeting
Chairperson of Nomination
Committee
Compensation Committee
MemberJean-Luc Butel

Director

Nomination Committee
MemberIan Clark

Director

Compensation Committee
MemberSteven Gillis

Director

Nomination Committee
MemberJohn Maraganore

DirectorMichel Orsinger

Director*Miki Tsusaka

Director

Name
Christophe Weber

Koji Hatsukawa
Yoshiaki FujimoriManaging Director, ARCH VenturePartners

Nomination Committee
MemberCompensation Committee
MemberPresident, Microsoft Japan Co., Ltd.

Director who is an ASC Head of ASC
MemberDirector who is an ASC Nomination Committee
MemberMemberSenior Executive Advisor, CVC Asia
Pacific (Japan) Kabushiki Kaisha

Emiko Higashi

Director who is an ASC Chairperson ofManaging Director, Tomon Partners,
Compensation
Committee
LLC
MemberKimberly A. Reed

Director who is an ASC
Member- 60 -

(Notes)1. The duties of the following Director was revised as of April 1, 2024, as described below:
Name
New
Old
Costa Saroukos
Director
Director, Chief Financial Officer
2. The Director marked with an * was newly elected and took office at the 147th Ordinary General Meeting of
Shareholders held on June 28, 2023.
3. The Director who retired from office during this fiscal year is as follows:
Representative Director
Masato Iwasaki (retired on June 28, 2023)
4. Directors, namely, Masami Iijima, Olivier Bohuon, Jean-Luc Butel, Ian Clark, Steven Gillis, John Maraganore,
Michel Orsinger and Miki Tsusaka, as well as Directors who are ASC Members, namely, Koji Hatsukawa,
Yoshiaki Fujimori, Emiko Higashi and Kimberly A. Reed, are External Directors as prescribed under Article 2,
Item 15 of the Companies Act.
5. Mr. Koji Hatsukawa, Director who is an ASC Member, is a Certified Public Accountant and has expert knowledge
in finance and accounting.
6. The ASC Office, which is an administrative section dedicated to the ASC, is established to assist ASC’soperations. The effectiveness of audit is ensured by conducting a systematic audit utilizing the internal control
system as well as collection of information on a regular basis such as attendance at important meetings andreview of important documents and periodical hearing of reports relating to the business performance of thedivision in charge of executing the business operation. Thus, a full-time ASC member is not appointed.
7. There are no relationships between the Company and the organizations in which the External Directors
concurrently serve that should be noted.
8. The Company has set “Internal criteria for independence of external directors of the Company” and has elected
the External Directors based on those criteria. Since all the External Directors (i.e., the Directors ,namely,
Masami Iijima, Olivier Bohuon, Jean-Luc Butel, Ian Clark, Steven Gillis, John Maraganore, Michel Orsinger
and Miki Tsusaka, and the Directors who are ASC Members, namely, Koji Hatsukawa, Yoshiaki Fujimori,
Emiko Higashi and Kimberly A. Reed) have met the requirements for Independent Directors based on theregulations of the financial instruments exchanges in Japan that the Company is listed on (e.g., Tokyo Stock
Exchange, Inc.), the Company has appointed all of them as Independent Directors and submitted notifications
to each of such exchanges.

(2) Outline of the terms of the liability limitation agreement
The Company has executed agreements with Non-Executive Directors, namely, Masami Iijima, Olivier Bohuon,
Jean-Luc Butel, Ian Clark, Steven Gillis, John Maraganore, Michel Orsinger, and Miki Tsusaka, and Non-Executive
Directors who are Audit and Supervisory Committee Members, namely, Koji Hatsukawa, Yoshiaki Fujimori, EmikoHigashi and Kimberly A. Reed, stating that the maximum amount of their liabilities for damages as set forth in Article
423, Paragraph 1 of the Companies Act shall be the amount provided by law.

(3) Outline of the terms of the company indemnification agreement
The Company has executed company indemnification agreements as defined in Article 430-2, Paragraph 1 of theCompanies Act with Directors, namely, Christophe Weber, Andrew Plump, Costa Saroukos, Masami Iijima, Olivier
Bohuon, Jean-Luc Butel, Ian Clark, Steven Gillis, John Maraganore, Michel Orsinger and Miki Tsusaka, andDirectors who are Audit and Supervisory Committee Members, namely, Koji Hatsukawa, Yoshiaki Fujimori, EmikoHigashi and Kimberly A. Reed, providing that the Company shall indemnify expenses set forth in Article 430-2,
Paragraph 1, Item 1 thereof and damages set forth in Article 430-2, Paragraph 1, Item 2 thereof within the scopepermitted by the laws and regulations.

(4) Outlines of the terms of the directors & officers liability insurance
The Company has executed directors & officers liability insurance contracts as defined in Article 430-3, Paragraph
1 of the Companies Act with insurance companies, under which directors, statutory auditors and employees inmanagerial or supervisory positions of the Company or the Company’s group are insured. Such insurance covers
damages which may arise from liability incurred by such insured persons in connection with the execution of theirduties or claims made against such insured persons in relation to such liability unless any exclusion stipulated in
the insurance policy applies.
The Company bears the full amount of the premium for such insurance and any insured person does not bear any
substantial amount of the premium.

(5) Compensation and related matters for Directors- 61 -

1. Director’s Compensation Policy
The Company has formulated the “Director’s Compensation Policy” set forth below based on the resolution by the
Board of Directors. The Company determines the composition and level of compensation of the Directors inaccordance with the concept and procedure of this Policy.

Director’s Compensation Policy

1．

Guiding
Principles

2．

Level ofCompensation

3． Compensation
Mix

The following are the guiding principles of the Company's compensation system for Directors toachieve management objectives under the corporate governance code:◆ To attract, retain and motivate managerial talent to realize our Vision◆ To increase corporate value through optimization of the Company’s mid- and long-term
performance, while reinforcing our patient first values◆ To be closely linked with company performance, highly transparent and objective◆ To support a strong alignment with the interests of shareholders and enhance shareholder oriented management perspective◆ To encourage Directors’ spirit of challenge aligned with the values of Takeda-ism,
perseverance◆ To establish transparent and appropriate governance of Directors' compensation to establish
the credibility and support of our stakeholders
We aim to be competitive in the global marketplace to attract and retain talent who willcontribute to Takeda’s continued transformation into a Global, Values-based, R&D-driven
Biopharmaceutical Leader.
Directors' compensation is intended to be competitive in the global market consisting of major
global companies. Specifically, the global market data includes compensation data from major
global pharmaceutical companies with which we compete, and from other major companies inJapan, the U.S. and Switzerland.

3-1. Internal Directors who are not Audit & Supervisory Committee
Members
The compensation of Internal Directors who are not Audit & Supervisory Committee Members(Since there are no Internal Directors who are Audit & Supervisory Committee Members in the
Company, they are referred to simply as "Internal Directors" hereinafter from page 62 to 69.) consistsof "Basic Compensation"(Base Salary and other fixed compensation (if applicable)), which is paid at a
fixed amount and "Performance-based Compensation", which is paid as a variable amount basedon company and other performance factors.
"Performance-based Compensation" consists of an annual "Bonus (short-term incentive
compensation) " to be paid based on financial and other performance results for each fiscal year,
and a "Long-term Incentive Plan (stock compensation)" linked with long-term company
performance results over a 3-year period and with Takeda's share price.
Both Bonus and Long-term incentives represent a significantly higher proportion of Total Director
Compensation putting Internal Directors’ pay at risk in alignment with the Company’s
performance. The ratio of Long-term Incentives is particularly high within Performance-based
Compensation in order to ensure the alignment of the interests of Internal Directors andshareholders and drive mid-term and long-term company value creation. The targets range from100%-250% of Base Salary for "Bonus" and range from 200% to 600% of Base Salary for "Longterm Incentive", reflecting the market practices of global companies.

■ Standard
Compensation Mix
Model for Internal
Directors

Basic Compensation

Bonus
100%-250% of Base Salary*Long-term Incentive Plan
(stock compensation)
200% to 600% or more of Base Salary*

Fixed

Performance-based Compensation*The ratio of Bonus and Long-term Incentives to Base Sal ar y is determined according to the Inter nal Director’s
posi ti on.

3-2. External Directors who are not Audit & Supervisory Committee Members
The compensation of External Directors who are not Audit & Supervisory Committee Members
consists of Basic Compensation, which is paid as a fixed amount, and Long-term Incentive (stockcompensation). As part of the Basic Compensation, Chair Retainers are paid for the chair of theboard of directors meeting, chairperson of the Compensation Committee, and chairperson of theNomination Committee, in addition to the Board Retainer. Bonus is not available for this category of
Director.
The current compensation mix is "Basic Compensation" and "Long-term Incentive", which is a
maximum of 100% of the Board Retainer.

- 62 -

■ Standard
Compensation Mix
Model for External
Directors who are not
Audit & Supervisory
Committee Members

The compensation of External Directors who are not Audit & Supervisory Committee Members
based outside of Japan may be adjusted to account for the impact of foreign exchange rates.
Long-term Incentive Plan
(stock compensation)

Basic Compensation
Chair Retainers are paid for chairs

Maximum of 100% of Board Retainer

Fixed

3-3. Directors who are Audit & Supervisory Committee Members■ Standard
Compensation Mix
Model for Directors who
are Audit & Supervisory
Committee Members

The compensation of Directors who are Audit & Supervisory Committee Members consists of Basic
Compensation, which is paid as a fixed amount, and Long-term Incentive (stock compensation). As
part of the Basic Compensation, Committee Retainer is paid for External Directors who are Audit &Supervisory Committee Members, and Chair Retainers are also paid for External Directors who arehead of the Audit & Supervisory Committee, chairperson of the Compensation Committee, andchairperson of the Nomination Committee, in addition to the Board Retainer. Bonus is not available
for this category of Director.
The current compensation mix is "Basic Compensation" and "Long-term Incentive", which is a
maximum of 100% of the Board Retainer.
The compensation of External Directors who are Audit & Supervisory Committee Members basedoutside of Japan may be adjusted to account for the impact of foreign exchange rates.
Long-term Incentive Plan
(stock compensation)

Basic Compensation
Committee Retainer is paid for External Directors andChair Retainers are paid for External Directors who are chairs

Maximum of 100% of Board Retainer

Fixed

4． Performance-

based
Compensation

4-1. Internal Directors
For Internal Directors, the Company has introduced a Long-term Incentive Plan that is allocated as
60% for the plan designed based on Performance Share Units (Performance Share Unit awards) and
40% for the plan designed based on Restricted Stock Units (Restricted Stock Unit awards).
Performance Share Unit awards are tied to company performance results to strengthen the link
between compensation and company performance and share price, and to reinforce Internal
Directors’ commitment to increasing corporate value in the mid- and long-term. Restricted Stock
Unit awards are linked only to share price.
Annual Performance Share Unit Awards
Performance Share Unit awards, which fall under Performance-based Compensation, will be linked to
the latest mid- to long-term key performance indicators (KPIs) over a three-year performance period.
KPIs are intended to be transparent and objective and may include top line revenues, cash flow,
indicators on profit, R&D metrics and other performance factors. The payout range for Performance
Share Unit awards is from 0% to 200% (100% at target), based on performance achievement. For Longterm Incentive awarded in 2019 and after, a two year holding period will be mandated, and this includes
Restricted Stock Unit awards if and when shares become vested.

Annual Performance Share Unit Awards Image

Special Performance Share Unit Awards
In addition to regular stock compensation, the company may, from time to time, award one-time
special Performance Share Unit awards which are directly linked to point-in-time corporate
initiatives and which are aligned with shareholder expectations. Performance against established
KPIs for one-time special Performance Share Unit awards are determined independently each year
over a three-year period, with shares becoming vested after the relevant performance metric(s) aredetermined to have been achieved for the applicable period. There is no post-vesting holding
period established for one-time special Performance Share Unit awards.

- 63 -

Special Performance Share Unit Awards (stock compensation) Image

Annual Bonus (Short-Term Incentive)
Bonuses will be paid based on performance achievement of annual goals. Bonuses will be paid in
the range of 0% to 200% (100% at target) in accordance with the achievement of KPIs, which may
include top line revenues, indicators on profit, and other performance factors established for a single
fiscal year. For President and CEO, the annual bonus is weighted as 100% to the achievement of thespecified Corporate KPI(s).
For other Internal Directors that have divisional responsibilities, 75% of their annual bonus
opportunity is linked to the achievement of the specified Corporate KPI(s) to drive theircommitment to group-wide goals, while 25% is linked to the achievement of the division KPI.

4-2. Directors who are Audit & Supervisory Committee Members and External
Directors
The Long-term Incentive Plan (stock compensation) for Directors who are Audit & Supervisory
Committee Members and External Directors consists of Restricted Stock Unit awards linked only toshare price and is not otherwise linked to company performance results. The stock compensation
awarded in 2019 and after will vest three years after the award date of base points used for the
calculation and Directors will be required to hold at least 75% of their vested share portion until theycease service as a director (however, stock compensation awarded in or before 2018 will vest and be
paid after they cease service as a director). Bonuses are not available for these categories of Director.

Whole Picture of Director’s Compensation
Directors who are
Directors who are not Audit and Supervisory
Audit and Supervisory
Committee Members
Committee Members
Internal Directors

External Directors

External Directors

Basic Compensation







Bonus

2

5

5

Long-term IncentivePlan(stock compensation)

Performance based 1

 3, 4

Not linked toperformance results

4

1 Includes Special Performance Share Unit awards
2 Varies from 0% to 200% in accordance with the achievement of KPIs, which may include top

line revenues, indicators on profit, and other performance factors established for a single fiscalyear
3 Varies from 0% to 200% in accordance with the achievement of KPIs, which may include
top line revenues, cash flow, indicators on profit, R&D metrics, and other performance factors
over a three-year performance period
4 During term of office
5 Vest and paid three years after the award date of the base points used for the calculation are
granted5． Compensation
Governance5-1. Compensation Committee
The Compensation Committee, with all the Committee members being External Directors, hasbeen established to serve as an advisory body for the Board of Directors to ensure theappropriateness of Directors' compensation and the transparency in its decision-making process.

- 64 -

The level of compensation, compensation mix and performance-based compensation (Long-term
Incentives and Bonus programs) for Directors are reviewed by the Compensation Committee
before resolution by the Board of Directors. The Company delegated to the Compensation
Committee, by resolution of the Board of Directors, the authority to determine Internal Directors’
individual compensation in order to ensure the objectivity and transparency in the decisionmaking process. In order to enhance transparency of the Company’s corporate governance, theCompany has externally disclosed the Compensation Committee Charter as a part of theCompany’s corporate governance documents.
The Director’s Compensation Policy may continue to evolve and be revised to guide thedevelopment of compensation programs that align with Directors' accountabilities andresponsibilities, shareholder value creation and Takeda-ism.

5-2. Recoupment Policy
The Compensation Committee and Board of Directors adopted a clawback policy in 2020 andamended that policy in 2023. The amended policy provides that, in the event of a restatement offinancial results, Takeda will, in accordance with SEC and NYSE rules, recover from its executive
officers any erroneously paid incentive compensation, which consists of incentive-based
compensation for the applicable recovery period that would not have been granted absent therestatement (i.e., mandatory clawbacks). In addition, in the event of a restatement and/or
significant misconduct, the independent External Directors may require Takeda to recoup
additional incentive and other contingent compensation. This would include all or a portion of the
incentive and other contingent compensation received by any Internal Director, any other memberof the Takeda Executive Team (TET), and any other individual designated by the independent
External Directors, within the fiscal year, and the three (3) prior fiscal years preceding the date of
the Board of Directors’ determination of the restatement or the date that independent External
Directors determines that significant misconduct occurred, as applicable. The amended policy
became effective on October 2, 2023 and, with respect to mandatory clawbacks in the event of arestatement, applies to incentive compensation beginning in Fiscal Year 2023.

2. Total Amount of Compensation for Directors
The total amounts of compensation by type for Directors for this fiscal year (not including the salaries and bonuses
paid to the relevant Directors for their work as employees) are as follows.

Category

NumberofpeopleTotal amountof theCompensation

Total amount of the Compensation by type
Performance-basedNon-monetary
Compensation
Remuneration
Basic
Bonus
Performance
Compensation
Restricted Stock Units
Share Units
awardsawards657 million
436 million
1,094 million
755 million
JPY
JPY
JPY
JPY

Directors who
122,942 million
are not ASC
JPY
members(External(8)(306 million(156 million(150 million
Directors)
JPY)
JPY)
JPY)
Directors who
4
167 million
90 million
77 million
are ASC
JPY
JPY
JPY
members(External(4)(167 million(90 million(77 million
Directors)
JPY)
JPY)
JPY)
Notes:
1. Those aforementioned include 1 Director who retired from the office at the close of the 147th Ordinary
General Meeting of Shareholders on June 28, 2023.
2. Bonus amounts above for Directors who are not ASC Members are reserved for Bonuses for directors basedon the projected performance attainment. The actual bonus amounts in the previous fiscal year were 361
million JPY against the reserved bonus amounts 385 million JPY stated in the Business Report of theprevious fiscal year.
3. Among the total amount of the Compensation, by type, amounts reported in the Performance Share Unitawards and Restricted Stock Unit awards are the amount of costs recorded in this fiscal year.

- 65 -

4. Although Performance Share Unit awards are categorized as both Performance-based Compensation andNon-monetary Remuneration, Performance Share Unit awards are reported as Performance-based
Compensation.
5. In addition to the above, to account for the impact of foreign exchange rates on compensation for the term ofoffice for 2022 (from the close of the Ordinary General Meeting of Shareholders held on June 29, 2022, to theclose of the Ordinary General Meeting of Shareholders held on June 28, 2023) for 8 External Directors
residing outside of Japan (including 2 External Directors who are ASC Members), the total amount of 32
million yen (including 6.9 million yen for External Directors who are ASC Members) were paid within thescope for External Directors in the basic compensation per month for Directors who are not ASC Members
and the basic compensation per month for Directors who are ASC Members, as per the resolution of the140th Ordinary General Meeting of Shareholders held on June 29, 2016. Of this amount, 1.2 million yen(including 0.2 million yen for External Directors who are ASC Members) is compensation for this fiscal year.
3. Resolutions at General Meeting of Shareholders regarding Director Compensation etc.,
1. Resolutions regarding Directors excluding ASC Members[1] The basic compensation is a fixed amount depending on each position, and its total amount permonth is no more than 150 million JPY (within this amount, no more than 30 million JPY permonth is for External Directors) (based on a resolution of the 140th Ordinary General Meetingof Shareholders held on June 29, 2016). There were 11 Directors, including 6 External
Directors, related to this resolution as of the end of the Ordinary General Meeting of
Shareholders.
[2] Bonus for each fiscal year is resolved at the Ordinary General Meeting of Shareholders.
[3] Stock compensation (Performance Share Unit awards and Restricted Stock Unit awards) isbased on the resolution of the 143rd Ordinary General Meeting of Shareholders held on June27, 2019. The upper limit of the amount contributed for that stock compensation and thenumber of shares to be granted is as follows (There were 11 Directors, including 8 External
Directors, related to this resolution as of the end of the Ordinary General Meeting of
Shareholders).
(A)Stock compensation granted to Internal Directors (excluding Internal Directors residing
outside of Japan):Upper limit of 4.5 billion JPY per year for three consecutive fiscal years (the upper limit of
the number of stocks to be granted is calculated by dividing the amount of the abovementioned upper limit by the closing price of the stocks of the Company at the Tokyo
Stock Exchange on a predetermined day for this fiscal year)(B)Stock compensation granted to External Directors who are not ASC Members:
Upper limit of 0.3 billion JPY for each fiscal year (the upper limit of the number of stocks to
be granted is calculated by dividing the amount of the above-mentioned upper limit by theclosing price of the stocks of the Company at the Tokyo Stock Exchange on apredetermined day for this fiscal year)
2. Resolutions regarding Directors (ASC Members)[1] The basic compensation is a fixed amount depending on each position, and its total amount permonth is no more than 15 million JPY (based on a resolution of the 140th Ordinary General
Meeting of Shareholders held on June 29, 2016). There were 4 Directors related to thisresolution as of the end of the Ordinary General Meeting of Shareholders.
[2] Stock compensation (Restricted Stock Unit awards) for Directors (ASC Members) is based on a
resolution of the 143rd Ordinary General Meeting of Shareholders held on June 27, 2019, forwhich no more than 200 million JPY will be contributed for this fiscal year. The upper limit of thenumber of stocks to be granted is calculated by dividing the amount of the above-mentioned
upper limit by the closing price of the stocks of the Company at the Tokyo Stock Exchange on apredetermined day for this fiscal year. There were 4 Directors related to this resolution as of theend of the Ordinary General Meeting of Shareholders.
4. Delegation of authority to make decisions on individual compensation for Directors
As stated in the governance section of 1. the Director’s Compensation Policy (5. Compensation Governance), in
order to ensure the appropriateness of Directors' compensation and transparency in its decision-making process,- 66 -

based on the resolution by the Board of Directors, the authority to determine individual compensation for Internal
Directors has been delegated to the Compensation Committee. Through the procedures based on such governance,
the Compensation Committee determined the amount of individual compensation for Internal Directors for this fiscal
year. In this fiscal year, the Compensation Committee was comprised of the following members: Emiko Higashi(Chairperson and ASC member), Olivier Bohuon, Ian Clark and Michel Orsinger, all of whom are External Directors.
5. Performance-based Compensation
The following sets forth the methodologies for determining performance-based compensation (Bonus (Short-Term
Incentive (STI)) and the Performance Share Unit (PSU) awards as part of the Long-Term Incentives Plan) and key
performance indicators (“KPIs”) for determining performance-based compensation for Directors, along with therationale for each KPI, the weight of each KPI in the total score, the target goal, the result, the final performance
scores and the payout rate based on the final performance scores.
1. Annual Bonus (STI)
Annual STI cash payout is calculated as follows:

Base Salary

Annual STI Payout Calculation for CEO
STI Payout Multiple
STI Target %× (based on Corporate KPI
performance)×

STI Payout＝

Annual STI Payout Calculation for Internal Directors (other than CEO)Base Salary×

STI Target %×

STI Payout Multiple（based on 75% Corporate
KPI performance + 25%
Division KPI
performance）

STI
Payout＝The STI target range is from 100% to 250% of Base Salary for “Bonuses” and reflects the market practices ofglobal companies.
STI Payout Multiple (STI payout rate based on KPI performance) used for Bonuses varies from 0% to 200%in accordance with the achievement of KPIs, which may include top line revenues and indicators on profit,and other performance factors established for a single fiscal year. Payout Scores for specific Corporate KPIs
are calculated and determined based on pre-established performance and payout ranges.
The targets and the results of Corporate KPIs related to STI for the FY2023 are as follows:

KPI

Total Core
Revenue*

Growth andLaunch
Product
Incremental
Core
Revenue

Rationale• Key indicator of growth,
including pipeline delivery• Important measure of
success within theindustry• Growth Products:
Emphasis on subset ofrevenue that is a key
driver of future revenue
growth• Launch Products: Key
indicator of driving
pipeline growth andcommercial revenue
success

Weight

(A)

45%

15%

TargetResult

4,021.7
billionJPY

4,153.2
billionJPY

245.1
billionJPY

194.8
billion
JPY- 67 -

Weighted
PayoutScore

Performance
Achievement(% of Target)

PayoutScore

103.3%

165.4%

74.4%

79.5%

0%

0%

(B)

(A) x (B)Total Core
Operating
Profit• Measure of marginachievement while
ensuring expense
discipline• Reflects synergy capture• Communicated toshareholders as a key
measure of Takeda
success post Shireacquisition

1,073.5billionJPY

40%

1,127.2
billionJPY

105.0%

133.3%

53.3%

127.7%

Corporate KPI Payout Multiple* In the FY2023, the payout score was reduced by an adjustment made to remove the effect of hyperinflationin certain countries.
Division KPIs related to Bonuses for Internal Directors (other than the CEO) are set according to eachdivision’s specific business and organizational goals which can clearly represent each division’s
performance. The performance scores are expected to exceed 100%. Please refer to 1.(2)(ii) Core Results(April 1, 2023 to March 31, 2024) for definition of Core financial measures.
2. Long-Term Incentives (LTI) Plans
The LTI framework aligns the long-term strategy with shareholder returns, while also promoting retention ofcritical global executive talent.
Regarding PSU awards, which represent 60% of the standard points allocated to each Internal Director as
part of the Long-Term Incentives Plan, the number of PSUs earned and granted to Internal Directors is
calculated as follows:
Target PSU Awards(Standard Points ((Target
Number of Units))×

PSU Payout Multiple(based on KPI performance)＝

PSUs earned

The PSU payout multiple ranges from 0% to 200%, based on performance of KPIs, such as top line revenues,
cash flow, indicators on profit, R&D metrics, and other performance factors over a three-year performance
period.
The number of shares to be vested to Internal Directors based on the PSUs earned according to theachievement of company performance objectives are determined as one share per one unit. After a certain
period after grant, 50% of the PSUs earned are vested as stock and the remaining are paid in cash.
The targets and the results of KPIs related to PSU awards from FY2021 - 2023 are as follows:
Performance
Achievement(% of Target)

PayoutScore(B)

Weighted
Payout Score(A)x(B)

10,900.4
billionJPY

100.4%

108.5%

27.1%

32.0%

28.0%

87.5%

0%

0%

25%

2,100.9billionJPY

2,212.7
billionJPY

105.3%

135.5%

33.9%

25%

-

-

105.7%

112.6%

28.1%

Weight(A)

TargetResult3-year Accumulated
Underlying Revenue*2

25%

10,854.3
billionJPY

AggregatedFY21-23 Underlying Core
Operating Profit Margin25%

3-year Accumulated Free
Cash Flow*3
R&D Pivotal Study Start
and Approvals

KPI*1

3-year Relative TSR

Modifier+/-20%
points0%
point

PSU Payout Multiple

89.1%- 68 -

*1 Each KPI has been set in order to align the long-term strategy with shareholder returns, while also
promoting the retention of critical global executive talent.
*2 In the FY2023, the payout score was reduced by an adjustment made to remove the effect ofhyperinflation in certain countries.
*3 Free cash flows excluding upfront payment related to the acquisition of TAK-279 were used for FY2022
and FY2023 to exclude the impact of a significant one-time event which was not predicted in the initial
target from a consistent performance evaluation standpoint.
6. Non-monetary Remuneration
Non-monetary Remuneration (Long-Term Incentive Plan) includes the following.
With respect to Restricted Stock Unit (RSU) awards as part of the Long-Term Incentives Plan, based on the standard
points determined according to the Director’s professional duties and responsibility, regardless of company
performance, the share conversion units are calculated by multiplying the percentage for each Director below andare granted to the Directors.
The number of shares to be vested to each Director is one share per one unit.
Directors
Internal Directors
External Directors who are not ASC members
Directors who are ASC members

Percentage of RSU awards in Total LTI
40%
100%
100%

Regarding the number of share conversion units to be vested in a certain period after the grant for Internal Directors,
and 3 years after the grant of standard points for External Directors who are not ASC members and Directors who
are ASC members, 50% of the share conversion units are vested as stock and the remaining are paid in cash.
As for Performance Share Unit awards as part of Long-Term Incentives, please refer to 5.2 above.
7. Rationale that compensation for each Director (excluding ASC members) is in line with Director's Compensation
PolicyAs stated in 5. Compensation Governance in section 1. Director’s Compensation Policy, in order to provide forobjectivity and transparency in the compensation setting process, based on the resolution by the Board of Directors,
the Compensation Committee has been delegated the authority to make decisions on individual compensation forInternal Directors. Individual compensation for External Directors who are not ASC members proposed by theCompensation Committee is approved by the Board of Directors.
The level of compensation, compensation mix, and performance-based compensation (Short- and Long-term
Incentive programs) for Directors is reviewed by the Compensation Committee from a multilateral perspective,
consistent with the Director’s Compensation Policy stated above.

Based on the resolution by the Board of Directors, the Compensation Committee was delegated authority to makedecisions on individual compensation and determined the amount of individual compensation for Internal Directors
for this fiscal year. The Compensation Committee proposed the amount of compensation for External Directors who
are not ASC members to the Board of Directors. Therefore, after confirming the review of the process and thecontent of the proposal of the Compensation Committee, the Board of Directors believes that the individualcompensation for Internal Directors and External Directors who are not ASC members is aligned with the Director’sCompensation Policy stated above.

- 69 -

(6) External Directors
Major activities during this fiscal year and the summary of the duties which were conducted by the External Directors
with regard to the roles which the Company had expected them to fulfill.
Name

Number of meetings
attended
Board ofAudit and
Directors Supervisory
Committee

Major activities during this fiscal year and the summary of the duties
which were conducted by the External Directors with regard to the roles
which the Company had expected them to fulfill

Directors
Masami Iijima

8/8－

He actively participated in the discussions at the Board of Directors
meetings by leveraging his deep insights from extensive experience invarious fields including corporate governance and risk management aswell as global management of the company. Also, he facilitated theBoard of Directors meetings and Nomination Committee meetings as
the chairperson as well as led meetings of External Directors, which
contributed to the making of fair and appropriate decisions and securingsound management in the Company.

Olivier Bohuon

7/8－

He actively participated in the discussions at the Board of Directors
meetings and Compensation Committee meetings by leveraging his
deep insights from extensive experience in the management of global
pharmaceutical and healthcare businesses in the U.S. and Europe, andhis remarkable expertise especially in the area of marketing in theoverall healthcare business, which contributed to the making of fair andappropriate decisions and securing sound management in the
Company.

Jean-Luc Butel

8/8－

He actively participated in the discussions at the Board of Directors
meetings and Nomination Committee meetings by leveraging his deep
insights from extensive experience in the management of business atmajor global healthcare companies in the U.S., Europe and Asia, which
contributed to the making of fair and appropriate decisions and securingsound management in the Company.

Ian Clark

7/8－

He actively participated in the discussions at the Board of Directors
meetings and Compensation Committee meetings by leveraging his
deep insights from extensive experience in the management of global
healthcare companies in Europe and Canada, and his remarkable
expertise especially in marketing in the area of oncology and operationsof the biotechnology division of a healthcare company, which
contributed to the making of fair and appropriate decisions and securingsound management in the Company.

Steven Gillis

8/8－

He has a Ph.D. in Biology and has served in several pivotal positions at
global healthcare companies in the U.S. and Europe. He actively
participated in the discussion at the Board of Directors meetings andNomination Committee meetings leveraging such extensive experienceand his remarkable expertise especially in the area of healthcare
businesses for immunological therapy, which contributed to the making
of fair and appropriate decisions and securing sound management in
the Company.

John Maraganore

8/8－

He actively participated in the discussions at the Board of Directors
meetings by leveraging his deep insights from extensive experience inmanagement of global business in the pharmaceutical industry, which
contributed to the making of fair and appropriate decisions and securingsound management in the Company.

- 70 -

Name

Michel Orsinger

Miki Tsusaka

Number of meetings
attended
Board ofAudit and
Directors Supervisory
Committee
8/8
－

7/7

－

Major activities during this fiscal year and the summary of the duties
which were conducted by the External Directors with regard to the roles
which the Company had expected them to fulfill

He actively participated in the discussions at the Board of Directors
meetings, Nomination Committee meetings and Compensation
Committee meetings by leveraging his deep insights from extensive
experience in the management of business at major healthcarecompanies in the U.S. and Europe, which contributed to the making offair and appropriate decisions and securing sound management in the
Company.
She actively participated in the discussions at the Board of Directors
meetings by leveraging her wide expertise in global business, strategy
and data & digital, which contributed to the making of fair andappropriate decisions and securing sound management in the
Company.

Directors who are Audit and Supervisory Committee Members
Koji Hatsukawa

8/8

8/8

He has wide-ranging experience and expertise in the area of corporate
finance and accounting as a certified public accountant. He contributed
to the making of fair and appropriate decisions and securing soundmanagement in the Company by actively participating in thediscussions at the Board of Directors meetings based on such
experience and expertise. He also contributed to the realization of themission of Audit and Supervisory Committee: to ensure the sound andcontinuous growth of the Company, realize the creation of mid-and longterm corporate value, and establish a good corporate governancesystem that accommodates society’s trust through supervision andaudit.

Yoshiaki Fujimori

8/8

8/8

He actively participated in the discussions at the Board of Directors
meetings and Nomination Committee meetings by leveraging his
insights from extensive experience in global management of healthcarecompanies, which contributed to the making of fair and appropriate
decisions and securing sound management in the Company. He also
contributed to the realization of the mission of Audit and Supervisory
Committee: to ensure the sound and continuous growth of theCompany, realize the creation of mid-and long-term corporate value,and establish a good corporate governance system that accommodates
society’s trust through supervision and audit.

Emiko Higashi

8/8

8/8

She actively participated in the discussions at the Board of Directors
meetings and Compensation Committee meetings by leveraging her
extensive experience and wide expertise on healthcare, technology andfinancial industries, which contributed to the making of fair andappropriate decisions and securing sound management in the
Company. She contributed to the realization of the mission of Audit andSupervisory Committee: to ensure the sound and continuous growth of
the Company, realize the creation of mid-and long-term corporate value,and establish a good corporate governance system that accommodates
society’s trust through supervision and audit.

- 71 -

Number of meetings
attended
Board ofAudit and
Directors Supervisory
Committee
Kimberly A. Reed
7/7
8/8

Name

Major activities during this fiscal year and the summary of the duties
which were conducted by the External Directors with regard to the roles
which the Company had expected them to fulfill

She actively participated in the discussions at the Board of Directors
meetings by leveraging her extensive U.S. domestic and international
experience, leadership and wide expertise, which contributed to themaking of fair and appropriate decisions and securing soundmanagement in the Company. She contributed to the realization of themission of Audit and Supervisory Committee: to ensure the sound andcontinuous growth of the Company, realize the creation of mid-and longterm corporate value, and establish a good corporate governancesystem that accommodates society’s trust through supervision andaudit.

(Notes) Ms, Miki Tsusaka, Director, was elected at the 147th Ordinary General Meeting of Shareholders held on June
28, 2023 and took office as the Director. Accordingly, the Board of Directors meetings to be attended by her are
the meetings held after she took office as a Director.

- 72 -

4. Accounting Auditor(1) Name of Accounting Auditor

KPMG AZSA LLC(2) Amount of fee, etc. of Accounting Auditor for this Fiscal Year
(i)
(ii)

Amount of fee, etc. for this fiscal year
Total amount of cash and other financial benefits to be paid by theCompany and its subsidiaries

JPY 1,370 million
JPY 2,614 million(Notes) 1. As the audit agreement between the Company and its Accounting Auditor does not differentiate the amountof fee, etc. for audit under the Companies Act from those for audit under the Financial Instruments andExchange Act and such differentiation is impossible in practice, the above amounts show the total fee, etc.
for both audits.
2. The Audit and Supervisory Committee reviews and examines the audit plan of the Accounting Auditor, thestatus of audit by Accounting Auditor and the rationale for calculating the estimated audit fee based on the
Guideline of Practice for Cooperation with Accounting Auditor published by Japan Audit & Supervisory
Members Association. As a result of such review and examination, the Audit and Supervisory Committee
agreed with the fee, etc. of the Accounting Auditor pursuant to Article 399, Paragraph 1 of the Companies
Act.
3. As for the subsidiaries of the Company located overseas set forth in "1. Current State of the Takeda Group,(8) Principal Subsidiaries (as of March 31, 2024)", audit firms other than KPMG AZSA LLC perform audit for
the financial statements.

(3) Non-audit services
The Company commissions to the Accounting Auditor the non-audit services which fall under services other than
the services set forth in Article 2, Paragraph 1 of the Certified Public Accountants Act in respect of services for“Services for consent letter on Form S-8”.

(4) Decision-Making Policy on Dismissal or Rejection of the Reappointment of Accounting Auditor
If the Accounting Auditor is determined to fall under any of the events prescribed in each item of Article 340,
Paragraph 1 of the Companies Act, or if an event which has a material adverse effect on the audit of the Company
occurs, including, but not limited to, the case in which such Accounting Auditor’s auditing license is suspended,
the Accounting Auditor shall be dismissed by the Audit and Supervisory Committee based on the approval of all
members thereof.
In addition, the Audit and Supervisory Committee, taking into consideration the audit quality, the quality control andindependence of the Accounting Auditor and other factors, shall determine whether or not the Accounting Auditor
will be reappointed.

- 73 -

5. Overview of the Systems to Ensure the Appropriateness of Operations of the Company andthe Status of Implementation of such Systems(1) Overview of the systems to ensure the appropriateness of operations
The Company regards internal control, together with risk management, as an important component of corporate
governance and has developed its internal control system as described below.
(i) Systems to ensure the appropriateness of operations in the Takeda Group•The Company’s “Corporate Philosophy,” consisting of its “Purpose,” “Values: Takeda-ism,” “Vision” and“Imperatives,” permeates the entire Takeda Group. These principles serve as the foundation of the Takeda
corporate culture. In addition, the Company is continuously working to strengthen its compliance system throughthe dissemination of the "Takeda Global Code of Conduct" and by developing ethics and compliance programs.
•
As a “company with an Audit and Supervisory Committee (ASC),” the Company has established a system thatenables the ASC to effectively perform its duties relating to audit and supervision, and has increased the proportionand diversity of External Directors in order to ensure the transparency and objectivity of the Board of Directors(BOD).
•The Company has voluntarily established its Nomination Committee and Compensation Committee, as advisory
bodies for the BOD. Both committees ensure objectivity and fairness in the selection and compensation of Directors
by having only External Directors as committee members, including the Chairperson.
•
The Company has established the below management committees in order to properly deliberate and decide on
important matters:○
Business & Sustainability Committee: responsible for corporate/business and sustainability-related matters○
Portfolio Review Committee: responsible for R&D and product related matters○
Risk, Ethics & Compliance Committee: responsible for risk management, business ethics and compliancematters.
•
The Company has established the Takeda Executive Team (TET), which consists of the President & CEO and theheads of the divisions of the Takeda Group, in order to strengthen its global business management and deepen
collaboration among various divisions.
•
The Company has established the “Takeda Group’s Management Policy (T-MAP),” which summarizes theCompany’s business and operations, decision-making and reporting structure, important operational rules, andapplies it to all divisions and subsidiaries of the Takeda Group. In addition, each TET member establishes rules for
operations and delegation of authority in each division and subsidiary to ensure that operations are conducted
appropriately.
•
The Company has developed a management system across the Takeda Group by establishing Global Policies suchas business resilience, Environment, Health and Safety (EHS) and raising & handling concerns of potential
misconduct.
•
The Company has established a Quality Management System (QMS), which includes documented requirements
and procedures. The Company conducts audits of, and monitors, compliance with these documents. This helps toensure proper operations in research and development, manufacturing and product quality, as well as compliancewith the laws and regulations of the pharmaceutical industry (GxP).
•The Company has established the Group Internal Audit (GIA), an independent assurance function within Takeda
Group, to support the enhancement and protection of organizational value through its audit activities. The GIA
department develops and maintains an audit quality assurance and improvement program and conducts internal
audit activities in accordance with the “International Standards for the Professional Practice of Internal Auditing (IIA
Standards)” issued by the Institute of Internal Auditors.
(ii) System for retention and management of information concerning the execution of the duties of Directors•
The Company has established the “Global Records and Information Management (RIM) Policy” and properly retains
and manages the BOD meeting minutes, approvals of management decisions, and other information concerning
the execution of the duties of Directors.
(iii) Rules and other systems for managing the risk of loss•
The Company has established an integrated system that brings together the three areas of enterprise risk
management, business continuity management, and crisis management based on the “Global Business Resilience
Policy.”○The Company conducts annual enterprise risk assessment for the identification, evaluation, and mitigation
planning for prioritized risks.
○
The Company develops business continuity plans for major risks and essential business areas.
○
The Company formulates crisis management plans to identify, manage and recover from a crisis and responds
to it by organizing a Crisis Management Committee according to the level of impact.
•
The Company has established the principles and processes to identify, monitor and report high-risk businessactivities based on the “Global Monitoring Policy.”•
The Company has established a patient safety and quality management framework, under both normal state andcrisis mode, to initiate necessary actions for patient safety and quality issues including product recall.
- 74 -

(iv) System to ensure that the duties of Directors are executed efficiently•
Under the provisions of its Articles of Incorporations, the Company has established a structure that delegates acertain degree of decision-making authorities with respect to business execution to certain Directors, which enables
the BOD to focus more on business strategies, internal controls and other important business matters of the Takeda
Group.
•
These matters delegated to certain Directors are discussed and decided at the appropriate management
committees, to ensure an agile and effective decision-making process.
•
The Company has established delegation of authority and decision-making rules such as the "Board of Directors
Charter" and "T-MAP" to ensure the duties of the Directors are executed in an appropriate and efficient manner.
(v) Systems to ensure that Directors and employees comply with laws and regulations and the Company’s Articles ofIncorporation in executing their duties•
The Company has established a dedicated department responsible for business ethics and compliance in order tostrengthen group-wide compliance systems.
•
The Company has established its Code of Conduct, global policies (prohibition of bribery, handling of personal
information, prohibition of insider trading, etc.) and other compliance-related internal rules, and implements training
programs throughout the Takeda Group.
•
The Company has established global policies and internal regulations for interactions with healthcare entities,
patient organizations, and government entities to comply with laws and regulations, which are essential for
pharmaceutical companies.
•
The Company has established guidelines for raising and handling concerns of potential misconduct and has
procedures for employees to remain anonymous and ensure their confidentiality through the Takeda Ethics Line.
(vi) System to ensure the reliability of financial reporting•
The Company ensures the reliability of disclosed materials by establishing and implementing an internal control
system for financial reporting based on the 2013 Internal Control - Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO).
(vii) Basic Views on Eliminating Anti-Social Forces•
The Company’s basic policy is to eliminate any relationship, including normal transactions, with antisocial forcesthat pose a threat to the order or safety of civil society. The Company works to avert any damage from antisocial
forces by maintaining close contact with the police, etc., collecting information, and providing the information andtraining opportunities internally.
(viii) System to ensure that the audits by the Audit and Supervisory Committee are conducted effectively
The Company has established the following system that defines the roles, authority, duties, etc. of the ASC throughthe “Audit and Supervisory Committee Charter,” as well as internal guidelines regarding the audit and supervision of
the ASC.
1) Matters related to ensuring the independence from the Directors, of employees who assist the ASC, and theeffectiveness of instructions given to such employees by the ASC:・ The ASC Office is established, and dedicated staff members are appointed, in order to assist ASC in theexecution of duties under the direction of the ASC.
・ The appointment, personnel changes, personnel evaluations and other matters related to the dedicated staff
members require the consent of the ASC.
2) Structure for the Directors and employees to report to the ASC, and other reporting structures related to the ASC:・ The ASC is informed on matters concerning the Company’s basic management policy and plans, and material
matters including those related to subsidiaries and affiliates of the Company.
・ Any facts that could cause significant damage to the Takeda Group need to be immediately reported to theASC.
・ The ASC can access the minutes and materials of important meetings at any time.
・ The Company has established a system to ensure that the Directors and employees, etc. would not be subject
to any unfavorable treatment for reporting to the ASC.
3) Other systems to ensure that audits by the ASC are performed effectively:
・ The ASC can conduct systematic audits in cooperation with the internal audit division (to which the ASC is
authorized to give instructions), the internal control promotion division and the accounting auditor.
・ Expenses necessary for the execution of duties by the ASC and the ASC members are borne by the Company.

- 75 -

(2) Overview of the status of the implementation of systems to ensure the appropriateness of operations
During this fiscal year, the Company made efforts to appropriately implement the systems described in (1) above. The
major efforts made by the Company during this fiscal year that are considered important for internal control, are as
follows:[Dissemination of the Company’s Corporate Philosophy]•
TET members including the President & CEO, are working to permeate the Company’s Corporate Philosophy
throughout the Takeda Group and to its employees. This philosophy includes the company's “Purpose,” “Values:
Takeda-ism,” “Vision” and “Imperatives.” They are achieving this through various means such as delivering internal
messages and holding town hall meetings.
[Strengthening of the Corporate Governance Structure]•
In 2016, the Company transitioned to a “company with an Audit and Supervisory Committee (ASC)” and has sinceincreased the proportion and diversity of its External Directors. This was done to ensure that the Board of Directors(BOD) and the ASC can fulfill their respective roles more appropriately. As of the end of this fiscal year, the BOD
consists of 15 members (including three female Directors), of which 12 are External Directors (with the three other
Directors being referred to herein as “Internal Directors”). Five Directors are Japanese and ten are foreign nationals.
All External Directors meet the applicable criteria of independence established by the financial instruments
exchanges.
•
All ASC members, including the head, are External Directors.
•
The Company has voluntarily established the Nomination Committee and the Compensation Committee as advisory
bodies for the BOD. All members of each Committee, including the Chairperson, are External Directors.
[Status of the BOD]•
The BOD held eight meetings during this fiscal year, chaired by an External Director. Each Director, drawing fromtheir diverse backgrounds, made appropriate statements from their respective points of view.
•
As mentioned above, the BOD delegates the authority to decide on important business execution matters to theInternal Directors. This allows the BOD to allocate more time to deliberate on issues that can have a significant
impact on the Takeda Group and its management strategies, and oversee the performance of the Internal Directors
in executing the business.
•
Prior to each BOD meeting, External Directors receive an explanation of the meeting agenda from the Internal
Directors . In addition, when new External Directors are appointed, the Company ensures that they thoroughly
understand their legal obligations and provides them with information on the Company’s business environment,
strategy, etc. to deepen their understanding.
•
During the BOD meetings, each External Director actively participates in the discussions and expresses theiropinions on the agenda items. They provide valuable insights based on their broad experience in corporate
management or their deep expertise in specialized areas such as accounting and law.
•An evaluation of this fiscal year’s performance and effectiveness of the BOD was conducted by a third-party
organization through individual interviews with all of the Directors. The interview focused on key evaluation items
such as “Strategic Alignment & Engagement,” “Composition & Structure,” “Processes & Practices,” “Management
Oversight,” and “Board Culture and Dynamics.” In addition, the Directors were also requested to make selfevaluations on the “oversight by ASC and Nomination Committee.”
After incorporating the analysis and recommendations made by the third-party organization, the overall evaluation
result was explained by the third-party organization and discussed by all Directors. The Compensation Committee
members conducted a self-evaluation on the “Effectiveness of the Compensation Committee” throughquestionnaires which were created with support from a third-party organization. The Compensation Committee
reported to the BOD about the results of the self-evaluation and actions for improvement.
•
Through these evaluation processes, it was concluded that the BOD was working effectively, confirming that (i)there were no new material concerns which were pointed out (ii) there is effective leadership in management andthe Board and, (iii) governance is working robustly, especially as the reporting from the advisory committees to the
BOD was strengthened. In addition, the BOD confirmed certain improvements from the previous fiscal year
concerning “content of Board discussions and practice of Board meeting“ and “optimal Board composition.”•
The BOD also confirmed the effectiveness of the ASC, Nomination Committee and Compensation Committee andtheir contributions to the robust corporate governance of the Company.
[Efforts to develop the internal control system in the Takeda Group]•
For matters other than those that need to be resolved by the Company’s decision-making bodies (specifically, theBOD, the Business & Sustainability Committee, the Portfolio Review Committee, and the Risk, Ethics & Compliance
Committee), decision-making authority is delegated to the TET members which consists of the President & CEO
and the heads of the Takeda Group. The delegation of authority from TET members to their subordinates isconducted based on the “Global Policy - Delegation of Authority.”•
The Group Internal Audit (GIA) department conducted an internal audit of each business unit/function of theCompany and each group company based on the “Group Internal Audit Charter,” and reported the results to the
President & CEO, ASC, and BOD. In addition, the GIA department conducted verification procedures to assess theeffectiveness of internal control systems for financial reporting and reported the results to the Global Finance- 76 -

•••division.
The Global Finance division confirmed the effectiveness of the internal controls of financial reporting of theCompany’s business unit/function. This was confirmed based on (i) the results of its testing program, which
evaluated the design and operating effectiveness of our controls, as well as (ii) answers to self-assessment throughquestionnaires received from the heads of each business unit/function of the Company. In addition, the Global
Finance division reported the final assessment, including the results of the testing, to the Chief Financial Officer(CFO), President & CEO, ASC and BOD.
The Global Quality division maintained the Company’s commitment to, and vision for quality, and conducted global
quality assurance for the Takeda Group based on the “Global Quality Policy.”
The Corporate EHS department confirmed the roles and responsibilities of its personnel to effectively monitor andexecute the Company’s environmental, occupational health and safety management activities. Additionally, basedon Takeda's "Global Environment, Health, and Safety Policy and Position" and other publicly available Takeda
environmental positions, the Corporate EHS department sets specific targets and conducted internal audits of theTakeda group from the perspectives of environmental management, occupational health and safety, andcompliance.

[Efforts to promote compliance]•
The Company monitored potentially high-risk business activities, and made continuous improvements based on
identified root causes.
•
Takeda Group’s compliance-related issues were regularly reported to the Risk, Ethics & Compliance Committee
and the ASC, and to the BOD and the TET in a timely manner.
[Efforts relating to risk management]•
The principal enterprise risks and their mitigation measures of this fiscal year were discussed and validated at the
Risk, Ethics & Compliance Committee through an enterprise risk assessment report.
•
The enterprise risk assessment report was discussed and approved by the BOD. Responsibility for execution of
the risk mitigation measures was delegated to TET risk owners.
•
Other concrete efforts relating to risk management for this fiscal year are as follows:
✓

✓
✓
✓
✓

✓
✓
✓

Through the risk coordinator community within the Takeda Group, the Company promotes upskilling in risk
management practices and knowledge sharing. The Company also uses a simple and user-friendly enterpriserisk assessment tool, which facilitates a single view of risk across the Company. Based on this technologybased solution, the Company expects to promote efficiency and improve its ability to analyze risk data andtrends, and take a more data-driven approach.
In addition, the Company undertakes educational initiatives and simulations for the purpose of enhancing
processes and level of proficiency associated with crisis management activities such as pandemic situations,shortages of critical therapies and market actions, natural disasters, and geopolitical risks.
With respect to product quality risk, the Company integrates the identification, assessment and control ofrisks into its Quality Management System and provides risk management tools, training and support toemployees who are involved in R&D, manufacturing and quality.
The Company conducts various risk assessments and assurance activities in relation to data privacy andArtificial Intelligence (AI) risks.
The Company conducted the following actions for cybersecurity:◆ Since the Company recognized the critical role that cybersecurity plays in ensuring trusted digitalinteractions with the Company’s stakeholders, meetings of the Information & Digital Trust Governance
Board continued to be held. The meeting of this Board was held every other month and on an ad hoc
basis. This Board consists of representatives from all business units/functions of the Company anddiscussed relevant information risk topics and reviewed the status of actions taken to mitigate suchrisks.
◆ Mandatory online training, with the latest information concerning cyber threats in each business, wasprovided to all employees in order to strengthen cybersecurity awareness and address emerging
threats.
◆ The Company continued to make investments to strengthen security in the process and technical aspectsof the Company’s data and IT infrastructure. Insurance is held to cover certain costs related to significant
cybersecurity events that the Company may face in the future.
The company periodically conducts a crisis management exercise for TET without advance notice, in order toelate their crisis readiness and resilience.
The meeting of the Regional Crisis Management Committee on COVID-19 was continued to be held, andprovided appropriate training etc. to prepare the Company for potential future pandemic type crisis.
The Global Crisis Management Committee concerning the situation in Ukraine and Gaza Strip continued tooperate, and ensured the safety of employees by the swift and ongoing provision of safety confirmations andnecessary support to employees.

[Efforts by the Audit and Supervisory Committee]•
The ASC meetings are chaired by the head of the ASC. The ASC held eight meetings during this fiscal year, andthe members exchanged information and opinions relating to matters such as the agenda of the BOD meetings,- 77 -

•••

status of the Director’s business executions and the status of the Company’s internal control system. The ASC
members obtained information by attending important meetings, hearing periodic business reports from divisions
executing the business and collaborating with the GIA department and the internal control promotion division togather insights. This was done with the assistance of the ASC Office staff, who collect information on a regularbasis. The ASC formulated their audit opinions by sharing this information amongst all of the ASC members.
The ASC reported on the result of the previous fiscal year’s activities and its activity policy and plan for this fiscal
year, and exchanged opinions at the BOD meeting. As necessary, the ASC also gave its opinion on the Directors’
business execution.
The ASC had meetings to exchange opinions with the GIA department regularly or as necessary, and received
reports related to the Company’s internal audit plan and audit results. The ASC effectively utilized these results forASC’s audit after confirming the appropriateness of these reports. In addition, the ASC conducted a systematic
audit while instructing or requesting an investigation as necessary to the GIA department and coordinating activities
in their respective audit plans.
The appointed ASC Members attended the Nomination Committee and the Compensation Committee as membersof those committees, and stated their opinions relating to the election of Directors who are not ASC Members andtheir compensation. Also, the information obtained from these committees was shared at the ASC, and through thisand other relevant processes, the ASC formulated its opinion appropriately, and performed its duties of supervision.

****************************************************************[Note to Business Report]
All monetary amounts indicated in the Business Report are rounded to the nearest unit.

- 78 -

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED STATEMENT OF PROFIT OR LOSS [IFRS](April 1, 2023 to March 31, 2024)(Million JPY)

Item

[Reference]
Amount ofprevious period

AmountRevenue

4,263,762

4,027,478

Cost of sales(1,426,678 )(1,244,072 )Selling, general and administrative expenses(1,053,819 )(997,309 )Research and development expenses(729,924 )(633,325 )Amortization and impairment losses on intangible
assets associated with products(652,117 )(542,443 )Other operating income

19,37925,424

Other operating expenses(206,527 )(145,247 )

214,075

490,505

Finance income

52,09362,913Finance expenses(219,850 )(169,698 )

6,473(8,630 )Profit before tax

52,791

375,090

Income tax benefit

91,406(58,052 )

144,197

317,038

Owners of the Company

109,126
144,067

317,017

Non-controlling interests

130
(112)

21

144,197

317,038

Operating profit

Share of profit of investments accounted for using
the equity method

Net profit for the year

Attributable to:

Net profit for the year

- 79 -

[Reference] CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME [IFRS](April 1, 2023 to March 31, 2024)(Million JPY)

Amount[Reference]
Amount ofprevious
period144,197

317,038

Changes in fair value of financial assets measured at fair value throughother comprehensive income

2,309(2,654 )Remeasurement of defined benefit pension plans(5,002)

17,752(2,693)15,098Exchange differences on translation of foreign operations

968,842

618,773

Cash flow hedges

23,456(21,451 )Hedging cost

7,197

(16,993 )Share of other comprehensive loss of investments accounted for using
the equity method(1,793)(892 )

997,702579,437

995,009594,535

Total comprehensive income for the year

1,139,206

911,574

Attributable to:Attributable to:
Owners of the Company

1,139,033

911,529

Non-controlling interests

173

45

1,139,206

911,574

Item
Net profit for the year
Other comprehensive income (loss)
Items that will not be reclassified to profit or loss:

Items that may be reclassified subsequently to profit or loss:

Other comprehensive income for the year, net of tax

Total comprehensive income for the year

(Note) Consolidated Statement of Comprehensive Income is not required by the Companies Act and is not
audited, but it is presented for the reference purpose.

- 80 -

CONSOLIDATED STATEMENT OF FINANCIAL POSITION [IFRS](As of March 31, 2024)(Million JPY)

[Reference]
Item

AmountAmount ofprevious
periodItem

Amount ofprevious
periodNon-current liabilities
4,476,501
4,766,005
687,833
143,882

4,042,741
534,269

Income taxes payable

4,381

24,558279,683

Provisions

14,37355,9691,989,777
1,316,531
5,410,067
4,274,682

1,691,229

Bonds and loans

4,790,723
4,269,657

Other financial liabilities
Net defined benefit liabilities

Investments accounted for using
the equity method

89,831

99,174

Other financial assets

340,777

Goodwill
Intangible assets

AmountLIABILITIESASSETS
Non-current assets
Property, plant and equipment[Reference]

127,594

Other non-current assets

51,214

63,325

Other non-current liabilities

80,93865,389Deferred tax assets

393,865

366,003

Deferred tax liabilities

113,777

270,620

12,550,212

11,559,794

5,521,684

5,121,138

Total non-current assets
Current assets
Inventories

Total non-current liabilities
Current liabilities

1,209,869

986,457

Bonds and loans

367,251

339,600

Trade and other receivables

668,403649,429

Trade and other payables

547,521649,233

Other financial assets

15,08920,174

Other financial liabilities

143,421

185,537

Income taxes receivable
Other current assets

29,20732,264

Income taxes payable

109,906

232,377

168,875

160,868

Provisions

524,420

508,360

Cash and cash equivalents

457,800

533,530

Other current liabilities

619,174

566,689

9,337

15,235

Liabilities held for sale

1,410

144

2,313,103

2,481,940

7,834,788

7,603,078

Share capital

1,676,596

1,676,345

Share premium

1,747,414

1,728,830

Treasury shares(51,259 )(100,317 )Retained earnings

1,391,203

1,541,146

Other components of equity

2,509,310

1,508,119

Equity attributable to ownersof the company

7,273,264

6,354,122

741

549

Total equity

7,274,005

6,354,672

TOTAL LIABILITIES AND
EQUITY

15,108,792

13,957,750

Assets held for sale
Total current assets

2,558,580

2,397,956

Total current liabilities
Total liabilities
EQUITY

Non-controlling interests

TOTAL ASSETS

15,108,792

13,957,750- 81 -

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY [IFRS](April 1, 2023 to March 31, 2024)(Million JPY)
Equity attributable to owners of the Company
Other components of equity
Exchangedifferences

Changes in fair value offinancial assets
measured at fair value
through othercomprehensive incomeon translation

As of April 1, 2023

Share

Share

Treasury

Retainedof foreign

capitalpremiumsharesearnings

operations

1,676,345

1,728,830(100,317)

Net profit for the year
Other comprehensive income (loss)
Comprehensive income (loss) for the year

1,541,146

1,606,128

12,470967,279

2,036

967,279

2,036

144,067
—

—

251

251

—

144,067

Transactions with owners:
Issuance of new shares(2,367)

Acquisition of treasury shares
Disposal of treasury shares

00(287,785)

Dividends
Changes in ownership(6,226)

Transfers from other components of equity
Share-based compensation(51,503)

Exercise of share-based awards
Total transactions with owners
As of March 31, 2024

1,224

69,836
51,426

251

18,58449,059(294,011)

—

1,224

1,676,596

1,747,414(51,259)

1,391,203

2,573,407

15,729- 82 -

Equity attributable to owners of the Company
Other components of equity
Total
nts of definedotherbenefit pension components ofequityplans

Total
equityattributable toowners of theCompany

1,508,119

6,354,122549

6,354,672—

144,067130

144,197

Remeasureme

Cash flow

Hedging
cost

hedges
As of April 1, 2023

(87,352)(23,127)—

Net profit for the year

Noncontrolling

Totalinterests

equityOther comprehensive income (loss)

23,456

7,197(5,002)994,966

994,96644995,009

Comprehensive income (loss) for the year

23,456

7,197(5,002)994,966

1,139,033

173

1,139,206

Transactions with owners:
Issuance of new shares

—

502

502

Acquisition of treasury shares
Disposal of treasury shares—(2,367)(2,367)—

1

1

Dividends—(287,785)(287,785)

Changes in ownership
5,002

Transfers from other components of equity
Share-based compensation
Exercise of share-based awards
Total transactions with owners
As of March 31, 2024

—

—

6,226

—

18

18
—

—

69,836

69,836

—

(77)

—

—

5,002

6,226

(219,892)

18(219,873)(63,896)(15,930)—

2,509,310

7,273,264

741

7,274,005- 83 -(77)

UNCONSOLIDATED FINANCIAL STATEMENTSUNCONSOLIDATED BALANCE SHEET(As of March 31, 2024)

Item
Current assets(Million JPY)
[Reference]
Amount ofprevious period

AmountItem
Current liabilities

Amount[Reference]
Amount ofprevious period

1,171,639

1,000,002

730,761

862,669

Cash and deposits

130,947

164,860

Accounts payable

71,65454,471

Accounts receivable

47,91759,765

Other payable

141,538

150,115

Securities

122,471

97,030Accrued expenses

71,02263,007

Merchandise and products

62,146

39,202

Income taxes payable

Work in process

38,54146,094

Raw materials and supplies

43,223

Income taxes receivables

1,865

Short-term loans receivable fromsubsidiaries and affiliates
Other

179,261
104,390

Allowance for doubtful accounts

-

445

1,462

Short-term loans

415,969

388,195

39,399Current portion of bonds

317,000

106,715

2,192

Current portion of long-term loans

50,000100,000

275,053

Deposits received

69,15792,025139,082

Reserve for employees’ bonuses

14,817

14,120Reserve for share-based payments

3,171

3,281

436

385

(8)
)

Non-current assets

Reserve for bonuses for directors and corporate
auditors
Reserve for restructuring costs

1,022

2,020

Other

15,40824,205

4,496,482

4,201,082

9,025,558

8,544,633

Tangible non-current assets

169,311

176,354

Bonds

3,016,582

2,787,470

Buildings and structures

81,26185,059Long-term loans

1,341,465

1,262,420

Machinery and equipment

21,66817,276

Reserve for retirement benefits

45

35

VehiclesNon-current liabilities

Reserve for litigation

7,789

7,047

762

38,283Tools and fixtures

10,837

8,492

Reserve for share-based payments

2,438

2,548

Land

35,04339,794

Reserve for restructuring costs

452

2,219

Lease assets

1,211

1,300

Asset retirement obligations

1,832

1,893

Construction in progress

19,24824,396Long-term deferred income

12,88012,486Other

112,282

86,717

5,668,121

5,201,084

Intangible non-current assets
Investments and other assets
Investment securities
Investment in subsidiaries and affiliates
Investments in other securities ofsubsidiaries and affiliates
Contributions to subsidiaries and affiliates

31,9338,824,314

33,100Total liabilities
Shareholders' equity

4,661,339

4,546,482

Share capital

1,676,596

1,676,345

Share premium

1,685,597

1,670,413

1,668,608

1,668,357

16,9892,055

1,350,375

1,300,012

8,335,180

37,04432,854

7,853,042

8,000,147

-

5,031

Additional paid-in capital
Other share premium

647,460

26,344Retained earnings

Long-term deposits

5,913

6,743

Legal reserve

Prepaid pension costs

64,92654,350

Other retained earnings

Deferred tax assets

123,639

165,410

Reserve for retirement benefits

5,000

5,000

Other

92,29044,301

Reserve for dividends

11,00011,000Reserve for research and development

2,400

2,400

Reserve for capital improvements

1,054

1,054

Reserve for promotion of exports

434

434

Reserve for reduction of noncurrent assets

28,83229,890General reserve

814,500

814,500

Unappropriated retained earnings

471,270

419,850(51,229 )(100,288 )(574,252 )(341,452 )

11,031

8,584(585,282 )(350,036 )Treasury shares
Valuation and translation adjustments
Unrealized gains on available-for-sale securities
Deferred gains on derivatives under hedge
accounting
Share acquisition rights
Total net assets
TOTAL ASSETS

9,756,319

9,407,303

TOTAL LIABILITIES AND NET ASSETS- 84 -

15,885

15,885

1,334,490

1,284,127

1,111

1,188

4,088,198

4,206,219

9,756,319

9,407,303

UNCONSOLIDATED STATEMENTS OF OPERATIONS(April 1, 2023 to March 31, 2024)(Million JPY)
[Reference]
Item

AmountAmount ofprevious period

Net sales

595,575

632,137

Cost of sales

245,505

214,973

Gross profit

350,070

417,164

Selling, general and administrative expenses

302,001

281,023

Operating income

48,070136,140

Non-operating income
Interest and dividend income

391,614306,382

329,384
276,023

85,23153,361

153,285
82,204125,40385,58971,081

39,814

Ordinary income

286,399

340,122Extraordinary income
Gain on restructuring of subsidiaries and affiliates

138,488
138,488

42,85142,851

Extraordinary loss

33,545

Other
Non-operating expenses
Interest expenses
Other

Loss on Litigation-

33,545

Income before income taxes

391,342

382,973

Income taxes – current
Income taxes – deferred

20,28132,18735,854
16,469338,874

330,649

Net income- 85 -

UNCONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS(April 1, 2023 to March 31, 2024)(Million JPY)
Shareholders’ equity
Share premium

As of April 1, 2023

Valuation and translation adjustments

Retained earnings

SharecapitalAdditional
paid-in
capitalOther sharepremium

Total sharepremium

1,676,345

1,668,357

2,055

1,670,413

251

251

Legal
reserve

15,885

Otherretainedearnings (*)

Total
retainedearnings

1,284,127

1,300,012

Treasuryshares(100,288)

Total
shareholders' equity

Unrealized
gains onavailablefor-salesecurities

4,546,482

8,584

DeferredTotal
gains onvaluation
derivatives
andunder hedge translationaccounting adjustments(350,036)(341,452)

Shareacquisitionrights1,188

Total net
assets4,206,219

Changes of items during the fiscal year
Issuance of new shares

251

502

—

502

(288,512)(288,512)—(288,512)

Dividends—

Provision for reserve for reduction of
noncurrent assets

—

—

—

—

—

Reversal of reserve for reduction of
noncurrent assets

—

—

—

—

—

Net income—

338,874

338,874—

338,874

Acquisition of treasury shares——(2,367)(2,367)—(2,367)

14,933—51,426

66,359—66,359——

Disposal of treasury shares

14,933

Net change in items other thanshareholders’ equity during the fiscal
year
Total changes of items during the fiscal
year
As of March 31, 2024

(288,512)—

338,874—

2,447(235,246)(232,800)(77)(232,877)

251

251

14,933

15,184—50,36350,36349,059114,856

2,447(235,246)(232,800)(77)(118,021)

1,676,596

1,668,608

16,9891,685,597

15,885

1,334,490

1,350,375(51,229)

4,661,339

11,031(585,282)(574,252)

1,111

4,088,198- 86 -

*Breakdown of other retained earnings(Million JPY)

Reserve forretirement
benefits
As of April 1, 2023

5,000

Reserve fordividends
11,000Reserve forresearch anddevelopment

Reserve forcapitalimprovements

2,400

1,054

Reserve forpromotion ofexports
434

Reserve for
reduction of
noncurrent
assets29,890

Unappropriatedretainedearnings

Generalreserve
814,500

419,850

Total

1,284,127

Changes of items during the fiscal year
Issuance of new shares—

Dividends
Provision for reserve
noncurrent assets

forreductionofReversal of reserve
noncurrent assets

forreductionof(288,512)(288,512)

773

(773)

—

(1,830)1,830—

338,874

338,874

Net income
Acquisition of treasury shares—

Disposal of treasury shares—

Net change in items other than shareholders’equity during the fiscal year—

Total changes of items during the fiscal year
As of March 31, 2024

—

—

—

—

—

(1,057)—51,42050,3635,000

11,000

2,400

1,054

434

28,832814,500

471,270

1,334,490- 87 -

[English Translation of the Accounting Auditor's Report Originally Issued in the Japanese Language][Certified Copy of the Accounting Auditor’s Report related to the Consolidated Financial
Statements]
Independent Auditor’s Report
May 8, 2024
The Board of Directors
Takeda Pharmaceutical Company Limited

KPMG AZSA LLC
Tokyo Office
Kotetsu Nonaka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masahiko Chino
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroaki Namba
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, comprising the consolidated statement of profit
or loss, the consolidated statement of financial position, the consolidated statement of changes in equity
and the related notes on the consolidated financial statements of Takeda Pharmaceutical Company
Limited (“the Company”) as of March 31, 2024 and for the year from April 1, 2023 to March 31, 2024 inaccordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above, which were prepared inaccordance with the latter part of Article 120-1 of the Ordinance of Companies Accounting thatprescribes some omissions of disclosure items required by International Financial Reporting Standards,
present fairly, in all material respects, the financial position and the results of operations of the Company
and its consolidated subsidiaries for the period, for which the consolidated financial statements wereprepared.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the "Auditor’s Responsibilities in Auditing
the Consolidated Financial Statements" section of our report. We are independent from the Company
and its consolidated subsidiaries and have fulfilled other ethical responsibilities as an auditor inaccordance with Japan's professional ethics regulations.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.
88

Other Information
The other information comprises the business report and its supplementary schedules. Management is
responsible for the preparation and presentation of the other information. Audit and Supervisory
Committee is responsible for overseeing the directors’ performance of their duties with regard to thedesign, implementation and maintenance of the reporting process for the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent withthe consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Management and Audit and Supervisory Committee for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with the latter part of Article 120-1 of the Ordinance of Companies Accountingthat prescribes some omissions of disclosure items required by International Financial ReportingStandards, and for such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material misstatements, whether due
to fraud or error.
In preparing the consolidated financial statements, the management shall (i) evaluate whether or not it
is appropriate to prepare the consolidated financial statements based on the premise of a going concern,
unless the management intends to liquidate or suspend the business or there is no other practicalalternative but to do so, and (ii) disclose matters relating to a going concern if it is necessary to do so inaccordance with the provisions of the latter part of Article 120-1 of the Ordinance of Companies
Accounting that prescribes some omissions of disclosure items required by International Financial
Reporting Standards.
Audit and Supervisory Committee is responsible for monitoring the performance of duties by directors
including the design and implementation of the financial reporting process.
Auditor’s Responsibilities in Auditing the Consolidated Financial Statements
Our responsibility is to express an opinion on the consolidated financial statements based on our audit
as independent auditor in the Auditor’s Report, obtaining reasonable assurance as to whether the
consolidated financial statements as a whole are free of material misstatements, whether due to fraud
or error. Misstatements may occur due to fraud or error, and if it is reasonably expected to affect thedecision-making of users of the consolidated financial statements when individually or in the aggregate,
it is judged to be material. In accordance with auditing standards generally accepted in Japan, we makejudgment as a professional expert throughout the course of audit, maintain professional skepticism, andperform the following:89⚫

We identify and assess the risks of material misstatements, whether due to fraud or error. Also, we
design and implement audit procedures that address the risks of material misstatements. The selection
and application of audit procedures is at our discretion. In addition, we obtain sufficient and appropriate
audit evidence to form the basis of the opinion.
⚫ In making those risk assessments, we consider internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, while the objective of auditing theconsolidated financial statements is not for the purpose of expressing an opinion on the effectivenessof the Company and its consolidated subsidiaries’ internal control.
⚫ We evaluate the appropriateness of the accounting policies adopted by management and the methodof application thereof, as well as the reasonableness of accounting estimates made by management
and the adequacy of related notes.
⚫ We conclude whether it is appropriate for management to prepare consolidated financial statements on
the premise of a going concern, and whether there is significant uncertainty regarding events orcircumstances that may cause significant doubts on the premise of a going concern based on the audit
evidence obtained. We are required to draw attention to the notes on the consolidated financial
statements in the Auditor’s Report if significant uncertainties regarding the premise of a going concern
are observed, or to express a qualified opinion with a description of qualification if the notes on the
consolidated financial statements regarding significant uncertainties are not appropriate. Though ourconclusions are based on audit evidence obtained up to the date of the Auditor’s Report, future eventsand circumstances may prevent the the Company and its consolidated subsidiaries from continuing asa going concern.
⚫ We evaluate whether the presentation and notes of the consolidated financial statements comply withthe provisions of the latter part of Article 120-1 of the Ordinance of Companies Accounting thatprescribes some omissions of disclosure items required by International Financial Reporting Standards.
In addition, we evaluate whether the presentation, composition and contents of the consolidated
financial statements, including related notes, properly present the underlying transactions andaccounting events.
⚫ We obtain sufficient and appropriate audit evidence regarding the financial information of the Company
and its consolidated subsidiaries to express our opinion on the consolidated financial statements. We
are responsible for directing, supervising and implementing the audit of the consolidated financial
statements. We are solely responsible for our opinion.
We report to the Audit and Supervisory Committee on the planned scope and timing of the audit,
significant findings regarding the audit including significant deficiencies in internal controls identified
during the audit process, and any other matters required by relevant audit standards.
We report to the Audit and Supervisory Committee on our compliance with Japan's professional ethics
regulations regarding independence, and communicate with them matters that could reasonably beconsidered to bear on our independence, and where applicable, measures taken to eliminate threats or
safeguards applied.

Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners have no interest in the Company and its consolidated
subsidiaries which should be disclosed pursuant to the provisions of the Certified Public Accountants
Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report
as required by the Companies Act.

End of Document
90

[English Translation of the Accounting Auditor's Report Originally Issued in the Japanese Language][Certified Copy of the Accounting Auditor’s Report]
Independent Auditor’s Report
May 8, 2024
The Board of Directors
Takeda Pharmaceutical Company Limited

KPMG AZSA LLC
Tokyo Office
Kotetsu Nonaka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masahiko Chino
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroaki Namba
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the financial statements, comprising the unconsolidated balance sheet, theunconsolidated statement of operations, the unconsolidated statement of changes in net assets and therelated notes to the unconsolidated financial statements, as well as the supplementary schedules ofTakeda Pharmaceutical Company Limited (“the Company”) as of March 31, 2024 and for the 147th fiscal
year from April 1, 2023 to March 31, 2024 (“the Financial Statements and Others”) in accordance with
Article 436-2-1 of the Companies Act.
In our opinion, the Financial Statements and Others referred to above present fairly, in all material
respects, the financial position and the results of operations of the Company for the period, for which
the Financial Statements and Others were prepared, in accordance with accounting principles generally
accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the "Auditor’s Responsibilities in Auditing
the Financial Statements and Others" section of our report. We are independent from the Company andhave fulfilled other ethical responsibilities as an auditor in accordance with Japan's professional ethics
regulations.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

91

Other Information
The other information comprises the business report and its supplementary schedules. Management is
responsible for the preparation and presentation of the other information. Audit and Supervisory
Committee is responsible for overseeing the directors’ performance of their duties with regard to thedesign, implementation and maintenance of the reporting process for the other information.
Our opinion on the financial statements and the accompanying supplementary schedules does notcover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and the accompanying supplementary schedules,
our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements and the accompanying supplementary schedules
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Management and Audit and Supervisory Committee for the Financial
Statements and Others
Management is responsible for the preparation and fair presentation of the Financial Statements andOthers in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of the Financial Statements
and Others that are free from material misstatements, whether due to fraud or error.
In preparing the Financial Statements and Others, the management shall (i) evaluate whether or not it
is appropriate to prepare the Financial Statements and Others based on the premise of a going concern,and (ii) disclose matters relating to a going concern if it is necessary to do so in accordance withaccounting principles generally accepted in Japan.
Audit and Supervisory Committee is responsible for monitoring the performance of duties by directors
including the design and implementation of the financial reporting process.
Auditor’s Responsibilities in Auditing the Financial Statements and Others
Our responsibilities are to express an opinion on the Financial Statements and Others based on our
audit as independent auditor in the Auditor’s Report, obtaining reasonable assurance as to whether the
Financial Statements and Others as a whole are free of material misstatements, whether due to fraud
or error. Misstatements may occur due to fraud or error, and if it is reasonably expected to affect thedecision-making of users of the Financial Statements and Others when individually or in the aggregate,
it is judged to be material.
In accordance with auditing standards generally accepted in Japan, we make judgment as aprofessional expert throughout the course of audit, maintain professional skepticism, and perform thefollowing:⚫ We identify and assess the risks of material misstatements, whether due to fraud or error. Also, we
design and implement audit procedures that address the risks of material misstatements. The selection
and application of audit procedures is at our discretion. In addition, we obtain sufficient and appropriate
audit evidence to form the basis of the opinion.

92

⚫

In making those risk assessments, we consider internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, while the objective of auditing the Financial
Statements and Others is not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control.
⚫ We evaluate the appropriateness of the accounting policies adopted by management and the methodof application thereof, as well as the reasonableness of accounting estimates made by management
and the adequacy of related notes.
⚫ We conclude whether it is appropriate for management to prepare Financial Statements and Others on
the premise of a going concern, and whether there is significant uncertainty regarding events orcircumstances that may cause significant doubts on the premise of a going concern based on the audit
evidence obtained. We are required to draw attention to the notes on the Financial Statements andOthers in the Auditor’s Report if significant uncertainties regarding the premise of a going concern are
observed, or to express a qualified opinion with a description of qualification if the notes on the Financial
Statements and Others regarding significant uncertainties are not appropriate. Though our conclusions
are based on audit evidence obtained up to the date of the Auditor’s Report, future events andcircumstances may prevent the Company from continuing as a going concern.
⚫ We evaluate whether the presentation and notes of the Financial Statements and Others comply withaccounting standards generally accepted in Japan. In addition, we evaluate whether the presentation,
composition and contents of the Financial Statements and Others properly present the underlying
transactions and accounting events.
We report to the Audit and Supervisory Committee on the planned scope and timing of the audit,
significant findings regarding the audit including significant deficiencies in internal controls identified
during the audit process, and any other matters required by relevant audit standards.
We report to the Audit and Supervisory Committee on our compliance with Japan's professional ethics
regulations regarding independence, and communicate with them matters that could reasonably beconsidered to bear on our independence, and where applicable, measures taken to eliminate threats or
safeguards applied.

Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners have no interest in the Company which should be
disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report
as required by the Companies Act.

End of Document

93

[English Translation of the Report of the Audit and Supervisory Committee Originally Issued in theJapanese Language][Certified Copy of the Audit Report of the Audit and Supervisory Committee]

Audit Report
The Audit and Supervisory Committee has audited the Directors’ performance of their duties forthe 147th business year from April 1, 2023 to March 31, 2024, and hereby reports the method
and results of those audits, as follows:
1. Method and Contents of Audits(1) With regard to the content of the resolutions of the Board of Directors regarding the mattersstated in Article 399-13, Paragraph (1), Items (i)(b) and (i)(c) of the Companies Act, as well as
the systems developed pursuant to those resolutions (i.e., internal control systems), the Audit
and Supervisory Committee periodically received reports from the Directors and employees,
etc. regarding the status of the establishment and operation of those systems and, as
necessary, requested explanations and expressed opinions with regard thereto.
The Committee also received reports from Directors, etc. and KPMG AZSA LLC on the statusof the evaluation and audit of the internal controls related to financial reporting and requested
explanations as necessary.
(2) The Audit and Supervisory Committee performed its duties based on the Audit andSupervisory Committee Charter determined by the Audit and Supervisory Committee. In
accordance with the audit policies, audit plan and division of duties, etc., the Audit andSupervisory Committee attended important meetings, received reports from the Directors andemployees, etc. regarding matters related to the performance of their duties, requested
explanations as necessary, reviewed the important materials used for the deliberation andreporting, and inspected the status of operations and assets in cooperation with the internal
audit division and the internal control promotion division to which the Audit and Supervisory
Committee is authorized to give instructions. As for subsidiaries of the Company, the Audit
and Supervisory Committee received reports on the audit results from the internal audit
division, and, as necessary, received reports on the businesses of the subsidiaries from the
Directors and employees, etc. of the subsidiaries and exchanged opinions with them.
(3) The Audit and Supervisory Committee oversaw and verified whether the Accounting Auditor
maintained an independent position and conducted an appropriate audit, received reports
from the Accounting Auditor on the status of the performance of its duties, and requested
explanations as necessary. Additionally, the Audit and Supervisory Committee received anotification from the Accounting Auditor that, in accordance with the “Quality Control Standard
for Audits” (Business Accounting Council), etc., it had developed systems in order to ensurethat its duties are appropriately performed (i.e., notification of the matters stated in the items
under Article 131 of the Ordinance on Accounting of Companies) and requested explanations
as necessary.
Using the methods above, the Audit and Supervisory Committee examined the Business Report,
the supplementary schedules thereto, the unconsolidated financial statements (i.e., theunconsolidated balance sheet, the unconsolidated statements of operations, the unconsolidated
statements of changes in net assets, and the notes to the unconsolidated financial statements),
the supplementary schedules to the unconsolidated financial statements, and the consolidated
financial statements (i.e., the consolidated statement of financial position, consolidated statementof profit or loss, consolidated statement of changes in equity and the notes to the consolidated
financial statements, which were prepared omitting the part of the items required to be disclosed
using the International Financial Reporting Standards in accordance with the latter clause of
Paragraph 1, Article 120 of the Ordinance on Accounting of Companies) for the business year.
2. Audit Results(1) Results of the audit of the Business Report, etc.
(i) We find that the Business Report and the supplementary schedules thereto
accurately present the status of the Company in accordance with laws, regulations,and the Articles of Incorporation.
(ii) We do not find any misconduct or any material fact constituting a violation of any law,94

regulation, or the Articles of Incorporation with respect to the Directors’ performanceof their duties.
(iii) We find the content of the resolutions of the Board of Directors regarding internal
control systems to be reasonable. Additionally, we do not find any matters thatshould be commented upon with regard to the statement of Business Report or the
Directors’ performance of their duties relating to the internal control systems,
including the internal controls over financial reporting.
(2) Results of the audit of the unconsolidated financial statements and the supplementaryschedules thereto
We find the methods and results of the audit by the Accounting Auditors, KPMG AZSA
LLC to be reasonable.
(3) Results of the audit of the consolidated financial statements
We find the methods and the results of the audit by the Accounting Auditors, KPMG AZSA
LLC to be reasonable.
May 8, 2024

The Audit and Supervisory Committeeof Takeda Pharmaceutical Company Limited
Audit and Supervisory Committee Member: Koji Hatsukawa
Audit and Supervisory Committee Member: Yoshiaki Fujimori
Audit and Supervisory Committee Member: Emiko Higashi
Audit and Supervisory Committee Member: Kimberly A. Reed
Note: Audit and Supervisory Committee Members Koji Hatsukawa, Yoshiaki Fujimori, Emiko Higashi andKimberly A. Reed are External Directors provided for in Article 2, Item15 and Article 331, Paragraph
6 of the Companies Act.
END

95