News Release
Notice Concerning Issuance of New Shares under the Long-Term Incentive Planfor Company Group Employees Overseas
Osaka, JAPAN, July 8, 2021 – Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK)(“Company”) today announced that it decided to issue new shares (“Issuance of New Shares”) under theLong Term Incentive Plan (“LTIP”) for the Company Group employees overseas, as outlined below.
1.

Outline of issuance(1)
Payment date
(2)
Type and number ofshares to be issued(3)
Issuance price(4)
Total value of shares tobe issued(5)
Planned allottee
(6)

Other

July 26, 2021
Shares of common stock in the Company; numbering 3,874,305
shares3,685 yen per share
14,276,813,925 yen
Employees of the Company and Company’s subsidiaries;
numbering 7,863 persons: 3,874,305 shares
The Issuance of New Shares shall be subject to the effectivenessof the registration pursuant to the Financial Instruments andExchange Act of Japan.

2. Purposes and reason for issuanceAt the meeting of the Board of Directors held on June 24, 2020, the Company resolved to introduce
the LTIP, under which eligible Company Group employees overseas may be granted incentive
compensation that is based on American depositary shares of the Company (“Company ADS” (*1)).
The purposes of the LTIP are to align the employees’ interests with those of Company’s shareholders,
to attract and retain officers and other employees at the Company’s Group Companies overseas and tofurther the Company’s risk mitigation strategy by enabling the Company and its Group Companies toprovide incentive compensation that appropriately balances risk and reward.
(*1) A Company ADS represents ½ of one (1) share of common stock in the Company.

In the LTIP, certain equity awards, including Restricted Stock Units (“RSUs”) and Performance StockUnits (“PSUs”), may be granted to eligible Company Group employees overseas. Awards granted
pursuant to the LTIP may be settled by Company ADSs to be converted from newly issued shares ofcommon stock in the Company, Company ADSs purchased in the open market, or cash in an amountequivalent to the vested Company ADSs. With respect to RSUs, a number of Company ADSs
corresponding to one-third of the RSUs granted will vest annually over a three-year period upon thefulfillment of applicable conditions, including being continuously employed by the Company or its
Group Companies. With respect to PSUs, in addition to the fulfillment of applicable conditions,including the relevant persons being continuously employed by the Company or its Group
Companies, a number of Company ADSs, corresponding to the degree or level of achievement of1

performance goals for the three fiscal years including and commencing from FY 2020 and otherfactors, will be vested after the end of the three fiscal year period. For both RSUs and PSUs, upon theoccurrence of certain events, including the employee’s death, instead of Company ADSs, cash in anamount equivalent to the vested Company ADSs will be paid on a certain designated date. TheIssuance of New Shares is the issuance of shares of common stock in the Company in accordancewith the number of vested units among the RSUs granted to certain Company Group employees
overseas under the LTIP on July 1, 2020, and will be conducted by a contribution in kind of claims
for salary to be granted to the planned allottees.
3. Basis of calculation of the amount to be paid and details thereof
In order to avoid arbitrariness impacting an issuance price, the issuance price is set at 3,685 yen, the closing
price of shares of common stock in the Company on the Tokyo Stock Exchange (“TSE”) on July 7, 2021, thebusiness day immediately preceding the day on which the Company decided on the Issuance of New Shares, incompliance with the “Guidelines Concerning Treatment of Capital Increase by Third Party Allotment” of theJapan Securities Dealers Association.
The reason for adopting, as the issuance price, the closing price of the shares of common stock in theCompany on the TSE on the business day immediately preceding the day on which the Company decided on
the Issuance of New Shares is that this price represents the Company’s fair corporate value in the stock market
and is thus determined to be reasonable as the issuance price.
The said price is i) the value obtained by multiplying 3,734 yen (less than 1 yen is rounded down), the averageof the closing prices of shares of common stock in the Company in the TSE in the month (from June 8, 2021
to July 7, 2021) immediately preceding the decision, by 98.69% (rate of deviation: -1.31% ; rounding off totwo decimal places; the same shall apply hereinafter), and ii) the value obtained by multiplying 3,716 yen (lessthan 1 yen is rounded down), the average of the closing prices of shares of common stock in the Company forthe latest three months (from April 8, 2021 to July 7, 2021) immediately preceding the decision, by 99.17%(rate of deviation: -0.83%), and iii) the value obtained by multiplying 3,777 yen (less than 1 yen is roundeddown), the average of the closing prices of shares of common stock in the Company for the latest six months(from January 8, 2021 to July 7, 2021) immediately preceding the decision, by 97.56% (rate of deviation: 2.44%).
Accordingly, the Company determines that the said price does not fall under the category of especiallyadvantageous terms.
This announcement has been prepared to publicly disclose the issuance of new shares under the Long
Term Incentive Plan for Company Group employees overseas and is not intended to, and does not,constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to thisannouncement or otherwise.
About Takeda Pharmaceutical Company Limited
Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) is a global, values-based, R&Ddriven biopharmaceutical leader headquartered in Japan, committed to bringing Better Health and a
Brighter Future to patients by translating science into highly-innovative medicines. Takeda focuses its
R&D efforts on four therapeutic areas: Oncology, Rare Diseases, Neuroscience, and Gastroenterology(GI). We also make targeted R&D investments in Plasma-Derived Therapies and Vaccines. We arefocusing on developing highly innovative medicines that contribute to making a difference in people’slives by advancing the frontier of new treatment options and leveraging our enhanced collaborative
R&D engine and capabilities to create a robust, modality-diverse pipeline. Our employees arecommitted to improving quality of life for patients and to working with our partners in health care in2

approximately 80 countries and regions.
For more information, visit https://www.takeda.com.

###Media Contacts:
Media outside Japan
Christina Beckermanchristina.beckerman@takeda.com+1 (908) 581-4133

Japanese Media
Ryoko Matsumoto
ryoko.matsumoto@takeda.com+81 (0) 3-3278-2037

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