Creating a Values‐based, R&D‐driven
Global Biopharmaceutical Leader
October 31, 2018
Christophe Weber
President & CEO
Takeda Pharmaceutical Company Limited

Important Notice
For the purposes of this notice, “presentation” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed by Takeda Pharmaceutical Company Limited(“Takeda”) during the presentation. This presentation (including any oral briefing and any question‐and‐answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation or solicitationof any offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares are being offered to the public by means of thispresentation. This presentation is being given (together with any further information which may be provided to the recipient) on the condition that it is for use by the recipient for information purposes only (and not for the evaluation of
any investment, acquisition, disposal or any other transaction). Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
Unless specified otherwise, no statement in this presentation (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this presentation should be interpreted tomean that earnings or earnings per share for Takeda for the current or future financial years would necessarily match or exceed the historical published earnings per share for Takeda.
The companies in which Takeda directly and indirectly owns investments are separate entities. In this presentation, “Takeda” is sometimes used for convenience where references are made to Takeda and its subsidiaries in general.
Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company orcompanies.
Forward‐Looking Statements
This presentation and any materials distributed in connection with this presentation may contain forward‐looking statements, beliefs or opinions regarding Takeda’s future business, future position and results of operations, including
estimates, forecasts, targets and plans for Takeda. In particular, this presentation contains forecasts and management estimates related to the financial and operational performance of Takeda, including statements regarding forecasts for
FY2018 revenue, Core Earnings, Operating profit, Profit before income taxes, Net profit attributable to owners of Takeda, Basic earnings per share, R&D expenses, Amortisation and impairment and other income/expense, Underlying
Revenue, Underlying Core Earnings and Underlying Core EPS. Without limitation, forward looking statements often include the words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “will”,“may”, “should”, “would”, “could” “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof. Any forward‐looking statements in this document are based on the current assumptions and beliefsof Takeda in light of the information currently available to it. Such forward‐looking statements do not represent any guarantee by Takeda or its management of future performance and involve known and unknown risks, uncertainties andother factors, including but not limited to: the economic circumstances surrounding Takeda’s business, including general economic conditions in Japan, the United States and worldwide; competitive pressures and developments;
applicable laws and regulations; the success of or failure of product development programs; decisions of regulatory authorities and the timing thereof; changes in exchange rates; claims or concerns regarding the safety or efficacy ofmarketed products or products candidates; and post‐merger integration with acquired companies, any of which may cause Takeda’s actual results, performance, achievements or financial position to be materially different from any
future results, performance, achievements or financial position expressed or implied by such forward‐looking statements. Neither Takeda nor its management gives any assurances that the expectations expressed in these forward‐looking
statements will turn out to be correct, and actual results, performance or achievements could materially differ from expectations. Persons receiving this presentation should not place undue reliance on forward looking statements.
Takeda undertakes no obligation to update any of the forward‐looking statements contained in this presentation or any other forward‐looking statements it may make. Past performance is not an indicator of future results and the resultsof Takeda in this presentation may not be indicative of, and are not an estimate, forecast or projection of Takeda’s future results.
Medical information
This presentation contains information about products that may not be available in all countries, or may be available under different trademarks, for different indications, in different dosages, or in different strengths. Nothing contained
herein should be considered a solicitation, promotion or advertisement for any prescription drugs including the ones under development.
Profit Forecast for Takeda for the year ending March 31, 2019
Takeda is currently in an offer period (as defined in the City Code on Takeovers and Mergers (the “Code”)) with respect to Shire plc. Pursuant to Rule 28 of the Code, statements made regarding Takeda’s guidance for FY2018 (including
statements regarding forecasts for FY2018 revenue, Core Earnings, Operating profit, Profit before income taxes, Net profit attributable to owners of Takeda, Basic earnings per share, R&D expenses, Amortisation and impairment andother income/expense, Underlying Revenue, Underlying Core Earnings and Underlying Core EPS) constitute a profit forecast for the year ending March 31, 2019 (the “Takeda Profit Forecast”).
For additional information regarding the Takeda Profit Forecast and the required statement by its Directors that such profit forecast is valid and has been properly compiled on the basis of the assumptions stated and that the basis ofaccounting used is consistent with Takeda’s accounting policies, please see page 9 of Takeda's Summary of Financial Statements (Tanshin) for the Six Months Period Ended September 30, 2018.

VISION
2025

We serve the needs of ourpatients, wherever they are.

Our mission is to strive
towards Better Health and a
Brighter Future for people
worldwide through leading
innovation in medicine

We earn the trust of society andcustomers through Takeda‐ism.
We are recognized as best in classbecause of agility and innovation,
qualities that help us build asteady pipeline and deliver growth,year on year.

3

Values‐based

Our long history since 1781 has shaped the values that are fundamental to
the success of Takeda in the long term

VALUES

Integrity

Fairness

Honesty

Perseverance

We take action and make decisions by focusing on our four priorities, in order of:

4

1

2

3

4

Putting the patientat the center

Building trustwith society

Reinforcing
our reputation

Developing
the businessR&D‐driven

Takeda has created a unique R&D engine
THERAPEUTIC AREA FOCUS
Oncology, Gastroenterology, Neuroscience plus Vaccines

PARTNERSHIPS & CAPABILITIESTRANSFORM OUR CULTURE

R&D TRANSFORMATION KEY IMPERATIVES•

Agile and lean•

Dynamic and sustainable research and early development engine•

Transformative advances via reciprocally advantageous partnerships•

Laser‐focused on purposeful execution

5

R&D‐driven

With a very focused and lean footprint freeing up resources for pipeline development

6

B O S TO N , M A

S H O N A N , JA PA N

SA N D I EG O, C A

R&D Center
Oncology, GI Research

Neuroscience Research,
T‐CiRA, iPark

Specialized drug discovery
technologies,
GI and NeuroscienceR&D‐driven

Resulting in a dynamic and re‐invigorated pipeline
PHASE 1

ONCOLOGY

PHASE 2

PHASE 3 / FILED

TAK‐981TAK‐573

XMT‐1522

sapanisertib

pevonedistat

NINLARO®

ADCETRIS®

SUMO inhibitor
Multiple cancers

Teva
Anti‐CD38 attenukine
R/R MM

Mersana Therapeutics
HER2 dolaflexin ADC
HER2+ Solid Tumors

mTORC 1/2 inhibitor
Endometrial Cancer

NAE inhibitor
HR‐MDS/CMML/LB
AML

Proteasome inhibitor
Amyloidosis, ND MM,
R/R MM dara combo,
R/R MM Ninlaro/dex,
Maint. MM post‐SCT
Maint. MM non‐SCT

Seattle Genetics
CD30 ADCFL HL, FL PTCL, R/R HL,
sALCL

TAK‐164

TAK‐079

TAK‐788

TAK‐659

relugolix

ImmunoGen
GCC IGN ADC
GI cancer

Anti‐CD38 mAb
R/R MM, SLE

EGFR/HER2 inhibitorNSCLC

SYK/FLT‐3 inhibitor
DLBCL , Solid Tumors

GnRH antagonist
Prostate Cancer (JP)(Phase 1 in CN)

TAK‐931

TAK‐671

NEURO‐SCIENCE

Kuma062

Samsung Bioepis
Protease inhibitor
Acute Pancreatitis

Cour
Imm. Tol. Induction
Celiac Disease

TAK‐018

TAK‐653

TAK‐418

TAK‐041

LSD1 inhibitor
Kabuki Syndrome

GPR139 agonist
CIAS NSALOFISEL®

TAK‐831DAAO inhibitor
Ataxia, CIAS NS

WVE‐120102
Wave
mHTT SNP2 ASO
Huntington’s Disease

TAK‐021

TAK‐426

EV71 Vaccine

BARDA
Zika Vaccine

83% of pipeline
with global
development
plans/rights

TRINTELLIX™

TAK‐935

Lundbeck

Ovid Therapeutics

Multimodal anti‐depressant

CH24H inhibitor
Rare Pediatric Epilepsies

TAK‐925

46% of pipeline
is partnered

Vonoprazan
PCAB
GERD PPI partial resp,
ARD, NERD
mesenchymal stem
cells
Perianal Fistulas in CD

Orexin 2R agonist
Narcolepsy

WVE‐120101

Niraparib
TesaroPARP 1/2 inhibitor
Multiple cancer (JP)TAK‐954

MEDI‐1341

Wave
mHTT SNP1 ASO
Huntington’s Disease

Cabozantinib

Theravance Biopharma
5‐HT4R agonist
EFI

AstraZeneca
Alpha‐syn mAb
Parkinson’s Disease

31 pipeline assets
progressed since
the start of FY2016

BCR‐ABL inhibitor

Exelixis
VEGFR/RTK inhibitor
2nd line RCC, HCC (JP)α4β7 mAb
UC/CD, adalimumab H2H,
Sub‐Q UC, Sub‐Q CD,
GvHD Prophylaxis

D2/D3R Antagonist
Gastroparesis

Enterome
FimH antagonist
Crohn’s Disease

AMPAR potentiator
TRD

ICLUSIG®
2L Chronic Phase CML,
Ph+ ALL

ALK inhibitor

ENTYVIO®

TAK‐906

TIMP‐Gliadin

PvP Biologics
Glutenase
Celiac Disease

ALUNBRIG®
2L ALK+ NSCLC,
1L ALK+ NSCLCMyovant

CDC7 inhibitor
mCRC, ESCC, sqNSCLCGASTRO‐ENTEROLOGYApproved*

MDD (JP)

Orphan Drug Designation(in any region / indication for a given
asset)

TAK‐195
Gates Foundation
Inactivated Polio
VaccineVACCINES

Assets shown in Phases 1‐3 explicitly
refer to new molecular entities

TAK‐003
Dengue Vaccine

TAK‐214*

With active development seeking
new or supplemental indications, orapprovals in new territories

37% of pipeline
has orphan drug
designation

Norovirus Vaccine

7

Pipeline as of October 31, 2018. Please refer to glossary for disease abbreviations

R&D‐driven

Shire acquisition will enhance Takeda R&D engine with an initial R&D budget greaterthan 400 Bn yen

GASTROENTEROLOGYONCOLOGY

TA

TA

RARE DISEASESNEUROSCIENCETA

VACCINE

PLASMA DERIVED
THERAPIES

TA

3 TA
4

+2
1

(Therapeutic Areas)
8

Note: The greater than 400 billion JPY initial R&D budget is a reference to the combined historic R&D spend for the period ending March 31, 2017 for Takeda and December 31, 2017 for Shire, less the expected R&D cost synergies

R&D‐driven

With the potential to deliver more value in the future
PHASE 1
TAK‐573
Teva

Anti‐CD38‐attenukine
Refractory MM

ONCOLOGY

TAK‐079

Anti‐CD38 mAb
Refractory MM

PHASE 2

XMT‐1522

Mersana
Therapeutics
HER2 dolaflexin ADC
HER2 + solid tumors

TAK‐788

EGFR/HER2 inh
NSCLC

sapanisertib
mTORC 1/2 inhibitor
Breast cancer

PHASE 3/FILED

TAK‐659
SYK inhibitor
DLBCL

relugolix

Myovant
GNRH antagonist
Prostate Cancer (JP)pevonedistat
NAE inhibitor
HR MDSAPPROVED*NINLARO®

Proteasome inhibitor
MM R/R (EM), R/R Amyloidosis,
Front Line MM, R/R Myeloma
doublet regimen,
Maintenance MM post‐SCT
Maintenance MM w/o SCTALUNBRIG®

TAK‐931

cabozantinib

Niraparib

VEGFR/RTK inhibitor
Solid tumors (JP)

PARP 1/2 inhibitor
Multiple cancer (JP)®
ENTYVIO
α4β7 mAb

Vonoprazan

AMITIZA®

ALK+NSCLC (EU), FL ALK+ NSCLC

TIMP‐Gliadin

GASTRO‐ENTEROLOGY

Cour
Imm Tol Indcution
Celiac Disease

TAK‐653

MEDI‐1341

D2/D3R Antagonist
Gastroparesis

SHP625

SHP626

Orexin 2R agonist
Narcolepsy

SHP680

TAK‐041

TAK‐021

EV71 Vaccine

TAK‐935

Ovid Therapeutics

CH24H inhibitor
Rare Pediatric Epilepsies

SHP621

SHP647BOS
EoE

MAdCAM‐1 mAb
IBD

ALOFISEL

BARDA

Zika Vaccine

GATTEXRESOLORBUCCOLAMVYVANSEseizures

ADHD

prucalopride
CIC

TRINTELLIXTM
Lundbeck

Multimodal anti‐depressantCognition data in label (CRL
received)
MDD (JP)MYDAYISADHD

TAK‐195

Gates Foundation

Inactivated Polio Vaccine

TAK‐214

TAK‐003

Norovirus Vaccine

Dengue Vaccine

HYQVIA

ERT
MLD

SHP631

ERT
Hunter CNS

SHP607

IGF‐1/ IGFBP3
Chronic Lung Disease

SHP654

Gene therapy
HemA

9

Chloride channel activator
Pediatric constipation , New
formulation

Pediatric PID, CIDP

SHP611

OPHTHALMOLOGY

OrphanDrug
Designation

SucampoPCAB
ARD (Asia) , NERD (JP)PPI Partial Responder

GLP‐2
SBS

Shire

TesaroTAK‐831

GPR139 agonist
CIAS neg. symptoms

TAK‐426

Exelixis

TakedaDAAO inhibitor
SCZ, Ataxia

PLASMA‐DERIVED THERAPIES

RARE DISEASES

UC/CD (EM), UC (JP), CD (JP),adalimumab H2H Sub‐Q UC, Sub‐Q
CD, GvHD Prophylaxis,
GvHD SR, IO Colitis

Tigenix
mesenchymal stem cells
Perianal Fistulas in CD

ASBTi
NASH

TAK‐925

Astra Zeneca
Alpha‐syn mAb
Parknoson’s Disease

Neurologic Conditions

VACCINES

TAK‐418

LSD1 inhibitor
Kabuki Syndrome

TAK‐954

Theravance Biopharma
5‐HT4R ag
Enteral Feeding
Intolerance

ASBTi
PFIC, Alagille’s

AMPAR potentiator
TRD

NEUROSCIENCE

TAK‐906

ICLUSIG®

BCR‐ABL inhibitor
Imatinib resistant Chronic Phase
CML
Second‐Line Chronic Phase CML,
Ph+ ALL

ALK inhibitor(brigatinib)

CDC7 inhibitor
Solid Tumors

ADCETRIS®

Seattle Genetics

CD30 ADCFL HL, FL MTCL, CTCL

Lanadelumab

SHP620Anit‐kallikrein mAb
HAE

CMV infection intransplant patients

SHP609

SHP655

Hunter (IT)SHP639

SHP659Glaucoma

DED

FIRAZYR
HAE

vWD

CINRYZE
HAE, AMROBIZUR

ERT/ ADAMTS‐13
cTTP

CHAWI Surgery

SHP640XIIDRA

Infectious conjunctivitis

VONVENDI

DED

Note: SHP652 and Natpara classified as “other” and not shown here *With ongoing clinical development activities. Pipeline as of February 1, 2018
As announced on 27 October 2018, Takeda has proposed a remedy to the European Commission of a potential divestment of SHP647 and certain associated rights

Strategic fit

Accelerates Takeda transformation with a more distinctive focus on key therapy areas
RARE DISEASESONCOLOGYGI

NEUROSCIENCE

LYSOSOMALSTORAGE DISORDERS

HAE2

HEMATOLOGYPLASMA DERIVED
THERAPIESOTHERS(example of key products)

10...etc.

Source: Shire plc Annual Report 2017, Takeda Consolidated Financial statements for the Fiscal Year Ended March 31, 2017
Notes: Percentage calculated using (a) the amount for the 12 month period ending on March 31, 2017 and converted using the $/¥ of 111.43 as at that date (in the case of Takeda) and (b) the amount for the 12 month period ending on December 31 2017 and converted
using the $/¥ of 112.65 as at that date (in the case of Shire). 1Management Data. 2Hereditary Angioedema

S H I R E K E Y P R ODUC TS~75%

Total Sales1

T A K E DA K E Y P RO DUC T S

MagnylEbrantil
Xefo...etc.

Global scale

Create an attractive geographic footprint with leading positions in Japan and the U.S.

COMBINED

ROW 33%

Historical Pro‐Forma

U.S. 48%REVENUE¥3,431bn / $30.6bn

JAPAN 19%

11

Source: Shire plc Annual Report 2017 and management information, Takeda Consolidated Financial statements for the Fiscal Year Ended March 31, 2017, Takeda Consolidated Financial statements for the Nine Month Period Ended December 31, 2017
Notes: Percentages calculated using (1) the revenue by geography for the 12 month period ending on December 31, 2017 (the final quarter of FY2016 and the first three quarters of F2017) and converted using the $:¥ of 1:112.65 as at that date (in the case of Takeda) and(2) the revenue by geography for the 12 month period ending on December 31, 2017 (in the case of Shire). Percentages for the combined group are calculated by aggregating the revenue by geography for Takeda and Shire. The historical revenue of the combined grouprepresent the aggregate consolidated revenue of (a) the amount for the 12 month period ending on March 31, 2017 and converted using the $/¥ of 1:112.65 as at that date (in the case of Takeda) and (b) the amount for the 12 month period ending on 31 December 2017and converted using the $/¥ of 1:112.65 as at that date (in the case of Shire). These results are historic and do not take into account any divestures or other events that may have occurred since these dates. The aggregate revenue figure comprises the aggregate of
Takeda's reported revenue and Shire's Non GAAP revenue.

Financial strength

Transaction will be significantly EPS accretive and generate strong cash flow

•

•

12

The recurring pre‐tax cost synergies for the
combined group are expected to reach a run‐rate of at least ¥153bn / $1.4bn per annum by
the end of the third fiscal year following
completion1
The number of issued Takeda shares will
essentially double but EBITDA2 is approximately
three times larger on a historical combined
basis3. The acquisition will be significantly EPS
accretive4 on underlying basis from the first full
fiscal year following completion and reported
basis within 3 fiscal years post completion.

•

Low risk of impairments to combined goodwill(¥4,000 Bn to ¥4,400 Bn) and intangible assets(¥6,300 Bn to ¥6,700 Bn)•

The transaction’s Return on Invested Capital(ROIC) is expected to exceed Takeda’s weighted
average cost of capital (WACC) within the firstfull fiscal year following completion•

Intend to maintain our well‐establisheddividend policy with 180 JPY dividend per share•

Committed to maintaining investment gradecredit rating

Notes: 1 The Takeda Directors expect recurring pre‐tax cost synergies for the Combined Group to reach a run ‐ rate of at least $1.4 billion per annum by the end of the third fiscal year following completion of the Acquisition ($/¥ of 1:108.97 as at May 8, 2018]. Reported
under Rule 28.1 of the Takeover Code; related reports can be found in the Rule 2.7 Announcement made by Takeda on May 8, 2018, as well as information regarding the method of calculation of the synergies and the costs to achieve such synergies. 2 Earnings Before
Interest Taxes Depreciation and Amortization 3 The historical pro‐forma EBITDA figure comprises Takeda’s EBITDA (Operating Profit adjusted for other operating income and expenses, intangible amortization & impairment, software amortization, PP&E depreciation &impairment and other non‐recurring items) for the Fiscal Year Ended March 31, 2018 based on the exchange rates of $:¥ of 1:108.97 as at May 4, 2018 and Shire’s EBITDA for the 12 month period ending on Mar 31, 2018 (the final three quarters of FY2017 and the firstquarter of FY2018). 4 The statement that the Acquisition is underlying earnings accretive is not intended as a profit forecast and should not be construed as such, and is therefore not subject to the requirements of Rule 28 of the Takeover Code. The statement should not
be interpreted to mean that the earnings per share in any future fiscal period will necessarily match or be greater than those for the relevant preceding financial period.

Financing

Committed to investment grade with a target net debt to EBITDA ratio of 2.0x or less inthe medium term
Net Debt Build Up (bn¹)¥3,385bn
Forecast net debt
position at Mar‐19

Illustrative Net Debt / EBITDA Ratio~¥5,452bn~$48.0bn

Standalone pro forma4

4.8X

Illustrative divestment case5

3.3X$29.8bn

De‐leveraging process accelerated by
selected divestitures of non‐corebusinesses of up to ~$10bn

2.9X~¥1,556bn

2.1X

1.7X

~$13.7bn~¥511bn~$4.5bn

Takeda net
debt

Shire net debt New acquisition Illustrative pro
debt 2
forma net debt

Illustrative
pro formaleverage at Mar‐193

Mar‐23

Mar‐21

Takeda has a strong track record in deleveraging and portfolio optimisation
13

Notes: 1 Net debt converted based on the exchange rate of $:¥ of 1:113.6 as at Sep 30, 2018, ² New debt expected to be raised in order to finance the acquisition of Shire, 3 Illustrative pro forma net debt / EBITDA of 4.8x calculated using the illustrative pro forma net
debt of ~$48.0bn. The EBITDA is calculated by adding : i) Takeda’s EBITDA (Operating Profit adjusted for other operating income and expenses, intangible amortisation & impairment, software amortisation, PP&E depreciation & impairment and other non‐recurring items)of $3,552mm as per Consolidated Financial statements for the Fiscal Year Ended March 31, 2018 released on May 14, 2018 and based on the exchange rates of $:¥ of 1:106.35 as at March 31, 2018; and ii) Shire’s EBITDA of $6,523mm for the 12 month period ending on
March 31, 2018 (the final three quarters of FY2017 as disclosed in Shire’s year end results released on Feb 14, 2018 and the first quarter of FY2018 as disclosed in Shire’s Q1 results released on Apr 26, 2018), 4 Based on forecast net debt taking into account the expectedcash balance, annual cash generation and forecast FY EBITDA, 5 Based on forecast net debt taking into account the expected cash balance, annual cash generation, an illustrative $10bn of divestitures (post‐tax) and forecast FY EBITDA (adjusted for divestitures)

Financing

Financing supported by leading global financial institutions
Bridge Total

Permanent Financing
Other
Financing

Balance Sheet
Cash$1.1bn14$17.8bn$30.85bn

Term Loan$7.5bnBridge8 May 2018

Term Loan
June 2018

JPY Hybrid 1$4.5bnJPY Hybrid
Oct 2018

Other Financing
Nov/Dec 2018

Note: 1 ¥500 billion (approx. $4.5 billion) senior short term loan entered into on 26 October 2018 (which will in turn be refinanced using a ¥500 billion (approx. $4.5 billion) hybrid loan, also entered into on 26 October 2018)

Governance

Board of Directors for Best‐in‐Class Governance
INTERNAL
DIRECTORS
NC

CCCompensation
Committee

NC

Nomination
Committee
Independent
External Director

Christophe Weber

Masato Iwasaki

Andrew Plump

Representative Director,
President & CEO

Director,
JPBU President

Director, Chief Medical& Scientific Officer

Masahiro Sakane

Michel Orsinger

Toshiyuki Shiga

Emiko Higashi

Yoshiaki Fujimori

Independent Director
Chair of the Board meeting
Chair of Nomination Committee

Independent Director

Independent Director
Chair of Compensation
Committee

Independent Director

Independent Director

Shiro Kuniya

Koji Hatsukawa

Jean‐Luc Butel

Independent Director,
Chair A&SC

Independent Director,
A&SC member

Independent Director,
A&SC member

EXTERNAL
DIRECTORSNCCCDIRECTORS ON THE
AUDIT &
SUPERVISORYCCCOMMITTEE(A&SC)
Yasuhiko Yamanaka
Director,
A&SC member

NC

CC

NC

15

GovernanceTakeda board (BOD) and Takeda Executive Team (TET) have been fully involved early inthe acquisition with many reviews starting in 2017
BOD・TET involved
2017
SEP

OCT

NOV

Evaluation for overlapped
therapy areas of Shirei.e.) GI, Oncology, NS

DEC

2018
JAN

FEB

MAR

MAY

22

7

BOD decision
to pursue the deal

Final agreement
approved by BOD

MAR

MAY

APR

Evaluation for enterprise value of
Shire with multiple risk scenarios
Approached Shire board tonegotiate a recommended
acquisition within specificparameters

16Governance

The acquisition has been approved by the board after multiple extensive reviews
with detailed risk assessment
MAJOR RISKS

Financial Market Risks
Examples:Interest rate risk
Currency risk

MITIGATION• Remain investment grade credit rated• Denominate the debt with competitive aggregate interest rate with the rightcurrency balance• Consider disposal of non‐core assets

Business Risks• Model future business outlook with prudent forecast

Examples:• Risk of impairments to goodwill and intangible mitigated by Shire’s in marketCompetitive pressure
Pricing pressure

Integration Risks
Examples:

Cultural difference
Shire talent retention

products and a prudent forecast also applied to its pipeline• Experienced leadership well prepared for integration• Keep consistent with Takeda's name, culture and purpose• Promote shared intention to become a patient centric and R&D driven company• Build the operating model to leverage Takeda and Shire employee know‐how

17

Integration

Integration planning is well underway
Creating our new operating model to leverage Takeda and Shire know‐how

PRINCIPLES
Patient‐centric

Agile & Simple

 Developing more innovative
medicines through a leading R&D
engine Continuing to be LOC‐centric*,
empowering General Managers tomake local decisions

 Getting closer to patients andmeeting their unique needs in eachmarket Minimizing complexity

418

Regional
Business
Units*Local Operating Company

3

GlobalSpecialty
Business Units

Lean & Focused Focusing on six business drivers
 Leveraging global scale while
keeping the right balance of country
resources
 Making us fit to deal withdemanding healthcare
environments

PDT *Oncology

Vaccine

BU

BU

BU*Plasma Derived Therapies

Integration

Global, diverse and experienced new Takeda Executive Team (Post‐closing)

CHRISTOPHE WEBER
President & CEO

COSTA SAROUKOSGlobal Finance

HARUHIKO HIRATE
Corporate
Communication &Public Affairs

RAMONA SEQUEIRA
U.S. Business Unit

MASATO IWASAKI
Japan Pharma Business
Unit

GILES PLATFORD
Europe & Canada
Business Unit

ANDY PLUMP
R&D

THOMASWOZNIEWSKI
Global Manufacturing
and Supply

GERARD (JERRY) GRECO
Global Quality

19

PADMA
THIRUVENGADAM
Global Human
Resources

MILANO FURUTA
Corporate Strategy

MWANA LUGOGO
Global Ethics &Compliance

RICARDO MAREK
Emerging Markets
Business Unit

CHRISTOPHE BIANCHI
Global Oncology Business
Unit

RAJEEV VENKAYYA
Global Vaccine Business
Unit

JULIE KIM
Global Plasma‐
Derived Therapy Business
Unit

CAMILLA SOENDERBY
Global Patient Value &Product Strategy

MARCELLO AGOSTI
Global Business
Development

HELEN GIZA
Integration

YOSHIHIRONAKAGAWA
Global Legal

The acquisition of Shire will enable Takeda tosignificantly accelerate its transformational journey to
become a values‐based, R&D driven global
biopharmaceutical leader headquartered in Japan20

Glossary of Abbreviations

21

AD

Alzheimer’s disease

EE H

erosive esophagitis healing

LCM

lifecycle management

RCC

renal cell cancer

ADC

antibody drug conjugate

EE M

erosive esophagitis maintenancemAb

monoclonal antibody

RTK

receptor tyrosine kinase

ADHD

attention deficit hyperactivity disorder

EFI

enteral feeding intolerance

MAOB

monoamine oxidase B

sALCL

systemic anaplastic large cell lymphoma

ALK

anaplastic lymphoma kinase

EGFR

epidermal growth factor receptor

MLD

metachromatic leukodystrophy

SBS

short bowel syndrome

ALS

amyotrophic lateral sclerosis

EOE

eosinophilic esophagitis

NAE

NEDD8 activating enzymeSCsubcutaneous formulation

AML

acute myeloid leukemia

ESCC

esophageal squamous‐cell carcinoma

NASH

non‐alcoholic steatohepatitis

SCT

stem cell transplant

AMR

antibody mediated rejectionFL

front line

ND

newly diagnosed

SCZ

schizophrenia

ASCT

autologous stem cell transplant

FLT‐3

FMS‐like tyrosine kinase 3

NDA

new drug application

SLE

systemic lupus erythematosus

ARD

acid‐related diseases

FSI

first subject inNegnegativesq

squamous

BTK

Bruton's tyrosine kinase

GCC

guanylyl cyclase C

NERD

non‐erosive reflux diseaseSRsteroid refractory

BBB

blood brain barrier

GERD

gastroesophageal reflux disease

NF

new formulation

SR‐GvHDsteroid refractory acute graft vs host disease

BOS

budesonide oral suspension

GIgastrointestinal

NK

natural killer

STING

stimulator of interferon genes

CAR‐T

Chimeric antigen receptor‐T

GnRH

gonadotropin‐releasing hormone

NME

new molecular entity

SUMO

small ubiquitin‐related modifierCD

Crohn's diseaseGUgastric ulcer

NSCLC

non‐small cell lung cancer

SYK

spleen tyrosine kinase

CHAWI

congenital hemophilia A with inhibitors

GvHD

graft versus host disease

NSCT

non stem cell transplant

TESD

treatment emergent sexual dysfunction

negative symptoms

CIAS

cognitive impairment associated with schizophrenia

HAE

hereditary angioedema

NS

CIC

chronic idiopathic constipation

H2H

head to head

OIC

opioid induced constipation

CIDP

chronic inflammatory demyelinating polyneuropathy

HCC

hepatocellular carcinoma

ORR

overall response rate

CML

chronic myeloid leukemia

HemA

hemophilia A

PARP

poly (ADP‐ribose) polymerase

CMML

chronic myelomonocytic leukemia

HER2

human epidermal growth factor receptor 2

PBS

phosphate buffered saline

CSF

cerebrospinal fluid

HL

Hodgkin's lymphoma

PCAB

potassium competitive acid blocker

CNS

central nervous system

HR MDShigh‐risk myelodysplastic syndromes

PFIC

CRL

complete response letter

IBD

inflammatory bowel disease

Ph+ ALL

CTCL

cutaneous T‐cell lymphoma

IBS‐C

irritable bowel syndrome with constipation

PID

progressive familial intrahepatic cholestasis
Philadelphia chromosome‐positive acutelymphoblastic leukemia
primary immunodeficiency

CTTP

congenital thrombotic thrombocytopenic purpura

IND

investigational new drug

PPI

proton pump inhibitor

DAAO

D‐amino acid oxidase

I/O

immuno‐oncology

PKpharmacokinetics

DED

dry eye diseaseIV

intravenous

POC

proof of concept

DLBCL

diffuse large B‐cell lymphoma

iPSC

induced pluripotent stem cells

POI

post‐operative ileusDM

diabetes mellitus

LBD

Lewy body dementia

PTCL

peripheral T‐cell lymphoma

DU

duodenal ulcer

LB AML

low‐blast acute myeloid leukemia

R/Rrelapsed/refractoryDxdiagnosis

LSD1

Lysine specific demethylase 1

RArheumatoid arthritis