Notice Concerning Withdrawal of Shelf Registration Statement and Filing of New Shelf Registration Statement in Japan

Osaka, Japan, June 1, ‎2022 -- Takeda Pharmaceutical Company Limited (“Company”) announced today that after the Company withdraws the Shelf Registration Statement regarding the issuance of new shares filed on June 29, 2021, it will file a Shelf Registration Statement in Japan regarding the issuance of new shares or disposition of treasury shares. The purpose of the filing is to issue new shares of common stock or dispose treasury shares in a timely and flexible manner in association with the continued implementation of a Long Term Incentive Plan (“LTIP”). For details of the LTIP, please refer to “Launch of a New Employee Stock Purchase Plan and Long Term Incentive Plan for Company Group Employees Overseas” released on June 24, 2020.

1. Purpose of Shelf Registration
   Please see above.
   
   
2. Class of Securities to be Offered
   Shares of common stock of the Company
   
   
3. Scheduled Issue Period
   For the period from the scheduled effective date of the Shelf Registration to the date that is one year after such scheduled effective date (currently scheduled from June 9, 2022 to June 8, 2023)

4. Scheduled Issue Amount
   Up to JPY 132 billion
   
   
5. Use of Proceeds
   The issuance of new shares of common stock or disposition of treasury shares related to the Shelf Registration will be conducted based on the LTIP and is not intended to raise funds.
   
   
6. Terms of Offering
   To be determined.

The scheduled issue amount above is the estimated maximum total of both (1) the number of LTIP units that will vest and (2) the number of LTIP units that will be granted during the scheduled issue period, calculated under certain conditions. Share dilution during the fiscal year ending March 31, 2023, from vesting of the LTIP and the stock grant systems for company group management introduced in 2014 is expected to be less than 0.8% in total.

This announcement has been prepared to publicly disclose the filing of a Shelf Registration Statement in Japan 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 this announcement or otherwise.

About Takeda

Takeda is a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, committed to discover and deliver life-transforming treatments, guided by our commitment to patients, our people and the planet. Takeda focuses its R&D efforts on four therapeutic areas: Oncology, Rare Genetics and Hematology, Neuroscience, and Gastroenterology (GI). We also make targeted R&D investments in Plasma-Derived Therapies and Vaccines. We are focusing on developing highly innovative medicines that contribute to making a difference in people’s lives 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 are committed to improving quality of life for patients and to working with our partners in health care in approximately 80 countries and regions. For more information, visit https://www.takeda.com.