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Takeda Announces Amendment of Compensation Recoupment Policy

Takeda Announces Amendment of Compensation Recoupment Policy

October 2, 2023

OSAKA, Japan and CAMBRIDGE, Massachusetts, October 2, 2023 – Takeda (TSE:4502/NYSE:TAK) today announced that it has adopted an amended Compensation Recoupment Policy (“clawback policy”), effective October 2, in compliance with Section 303A.14 of the New York Stock Exchange Listed Company Manual and Rule 10d-1 (collectively, “Rule 10d-1”) of the Securities Exchange Act of 1934 (“the Act”). Rule 10d-1 requires, in the event of restatement, Takeda to recover erroneously awarded incentive compensation paid to company’s executive officers (Internal Director and any other member of the Takeda Executive Team).

In April 2020, Takeda adopted a clawback policy* that provided in the event of a significant restatement of financial statements or significant misconduct, the independent external members of Takeda’s Board of Directors may require Takeda to recoup incentive and other contingent compensation paid to any Internal Director, any other member of the Takeda Executive Team, and any other individual designated by the independent External Directors.

As Takeda strives to responsibly deliver on its commitments under its robust corporate governance model, the amended clawback policy now also requires that erroneously awarded incentive compensation paid to executive officers during the three prior fiscal years from the date of the determination of a restatement be recovered by Takeda in the event of a restatement, subject to limited exceptions permitted under Rule 10d-1. The independent External Directors also may seek to recoup additional incentive and other contingent compensation of covered executives in the event of restatement at its discretion. Furthermore, the policy for the recoupment of executive compensation in the event of significant misconduct remains unchanged.

For the amended clawback policy, please visit Governance Structure page of our company’s website. A direct link to the amended clawback policy is here.

*Please refer to “Takeda Adopts Executive Compensation Recoupment Policy”, dated April 1, 2020.

About Takeda

Takeda is focused on creating better health for people and a brighter future for the world. We aim to discover and deliver life-transforming treatments in our core therapeutic and business areas, including gastrointestinal and inflammation, rare diseases, plasma-derived therapies, oncology, neuroscience and vaccines. Together with our partners, we aim to improve the patient experience and advance a new frontier of treatment options through our dynamic and diverse pipeline. As a leading values-based, R&D-driven biopharmaceutical company headquartered in Japan, we are guided by our commitment to patients, our people and the planet. Our employees in approximately 80 countries and regions are driven by our purpose and are grounded in the values that have defined us for more than two centuries. For more information, visit www.takeda.com.

Media Contacts:

Japanese Media

Jun Saito

[email protected]

+81 (0) 3-3278-2325

U.S. and International Media

Megan Ostrower

[email protected]

Investor Relations

Christopher O’Reilly

[email protected]

+81 (0) 3-3278-2543

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