equivalent to the Company shares converted into money within the Trust; the same shall apply hereinafter) of the Company shares to be scheduled by July 2021 among the number of shares remaining today as trust assets of this Trust from the number of Company shares expected to be vested, etc. to Company Group Management in Japan based on the policies on Long-Term Incentive Plan. The effect of dilution will be 0.03% to the total number of outstanding shares, numbering (excluding the treasury shares) 1,576,387,908 shares, as of the end of March 2021 (rounding off to two decimal places; the ratio to the total number of voting rights of 15,750,869 as of the end of March 2021: 0.03%).

The Company shares to be allocated through the Issuance of New Shares will be vested, etc. to Company Group Management in Japan based on the policies on Long-Term Incentive Plan. The Company does not assume that these shares will flow into the stock market at once and, thus, judges that the impact on the secondary market will be minor and the issuance volume and the effect of dilution would therefore be reasonable.

3. Outline of trust agreement

(1)

Type of Trust:

Money trust other than a specified money trust for separate investment

(Third party benefit trust)

(2)

Purpose of Trust:

To grant incentives to Company Group Management in Japan

(3)

Trust settlor:

The Company

(4)

Trustee:

Mitsubishi UFJ Trust and Banking Corporation

(Co-trustee: The Master Trust Bank of Japan, Ltd.)

(5)

Beneficiaries:

Person(s) meeting beneficiary requirements from among the

Company

Group Management in Japan

(6)

Trust administrator:

A third person who has no conflict of interest with the Company

(Certified public accountant)

(7)

Date

of

trust

May 22, 2015 (an amendment agreement is scheduled to be

executed

agreement:

regarding the extension of the Trust term as of May 2021)

From May 22, 2015 to the end of August 2021 (the Trust term is scheduled

(8)

Trust term:

to be extended to the end of August 2024 based on the amendment agreement

executed as of May 2021)

(9)

Start of the Plan:

Granting base points on July 1, 2021 (scheduled)

(10)

Exercise

of

voting

No voting rights will be exercised

rights:

4. Basis of calculation of the amount to be paid and details thereof The purpose of the Issuance of New Shares is to continue the Plan.

In order to avoid arbitrariness impacting an issuance price, the issuance price is set at 3,730 yen, the closing price of the Company shares on the Tokyo Stock Exchange ("TSE") on May 10, 2021, the business day immediately preceding the day on which the meeting of the Board of Directors decided on the Issuance of New Shares, in compliance with the "Guidelines Concerning Treatment of Capital Increase by Third Party Allotment" of the Japan Securities Dealers Association.

The reason for adopting the closing price of the Company shares on the TSE on the business day immediately

2

preceding the day on which the meeting of the Board of Directors decided on the Issuance of New Shares as the issuance price 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 3,681 yen (less than 1 yen is rounded down), the average of the closing prices of Company shares in the TSE in the month (from April 12, 2021 to May 10, 2021) immediately preceding the resolution of the meeting of the Board of Directors, by 101.33% (rate of deviation: 1.33% ; rounding off to two decimal places; the same shall apply hereinafter), and ii) the value obtained by multiplying 3,851 yen (less than 1 yen is rounded down), the average of the closing prices of Company shares for the latest three months (from February 12, 2021 to May 10, 2021) immediately preceding the resolution of the meeting of the Board of Directors, by 96.86% (rate of deviation: -3.14%), and iii) the value obtained by multiplying 3,784 yen (less than 1 yen is rounded down), the average of the closing prices of Company shares for the latest six months (from November 11, 2020 to May 10, 2021) immediately preceding the resolution of the meeting of the Board of Directors, by 98.57% (rate of deviation: -1.43%).

Accordingly, the Company determines that the said price does not fall under the category of especially advantageous terms.

The Company's Audit & Supervisory Committee, consisting of four Directors who are Audit & Supervisory Committee members, of which three are External Directors, also expressed its opinion that the grounds for calculation of the issuance price were reasonable and that the said price did not fall under the category of especially advantageous terms.

5. Procedures in the Code of Corporate Conduct

In the Issuance of New Shares, the dilution rate is less than 25% and changes in controlling shareholders are not involved. Accordingly, it is not subject to procedures for obtaining an opinion from an independent third party and confirmation of the intent of shareholders specified by Article 432 of the Securities Listing Regulations established by the TSE.

Media Contacts:

Ryoko Matsumoto ryoko.matsumoto@takeda.com +81 (0) 3-3278-3414

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Takeda Pharmaceutical Co. Ltd. published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 10:35:03 UTC.