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Share Issuance and Disposal4502Takeda Pharmaceutical Company LimitedPharmaceuticals

Notice Concerning the Issuance of New Shares and Disposal of Treasury Shares Under the Long-Term Incentive Compensation Plan for Overseas Employees of the Company’s Group

A total of 16,989,076 common shares will be delivered to 10,557 overseas employees of the Company Group as compensation under the LTIP. This comprises the issuance of 10,892,917 new shares and the disposal of 6,096,159 treasury shares.

Worth reading
42Recurring
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
16989076
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares and disposal of treasury shares under the long-term incentive compensation plan for overseas employees of the Company Group

Who receives how much

New shares 10,892,917 shares / Treasury shares 6,096,159 shares / Total 16,989,076 shares

Employees of the Company and its subsidiaries, 10,557 people: 16,989,076 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥5,050 per share
Total issue value

¥85,794,833,800

Total Stock-Based Compensation
The amount of monetary compensation receivables to be paid to the planned allotment recipients is Not disclosed
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
RSUs vest in equal annual installments of one-third over a 3-year period. PSUs will be delivered after the end of the 3 fiscal years, subject to the achievement of performance targets and other conditions.
Conditions for lifting transfer restrictions
For RSUs, satisfaction of certain requirements, including continued employment. For PSUs, in addition to continued employment and other requirements, the achievement of performance targets over the 3 fiscal years and the degree of achievement of those targets and other conditions.
Reason for acquisition without consideration
If a recipient leaves employment, the recipient will generally forfeit the rights, except in certain circumstances. Other grounds for forfeiture without compensation are Not disclosed.
Categories and Number of Persons Covered
Employees of the Company and its subsidiaries, 10,557 people: 16,989,076 shares
Payment date
8 July 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 8 June 2026 was ¥5,050. This represents 99.18% of the average price for the preceding month of ¥5,092 (deviation: -0.82%), 92.85% of the average price for the preceding 3 months of ¥5,439 (deviation: -7.15%), and 95.05% of the average price for the preceding 6 months of ¥5,313 (deviation: -4.95%).
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares and disposal of treasury shares under the long-term incentive compensation plan for overseas employees of the Company Group
Number of shares to be issued or disposed ofNew shares 10,892,917 shares / Treasury shares 6,096,159 shares / Total 16,989,076 shares
Issue price and disposal price¥5,050 per share
Total issue value¥85,794,833,800
Payment date8 July 2026
Intended allotteeEmployees of the Company and its subsidiaries, 10,557 people: 16,989,076 shares
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 8 June 2026 was ¥5,050. This represents 99.18% of the average price for the preceding month of ¥5,092 (deviation: -0.82%), 92.85% of the average price for the preceding 3 months of ¥5,439 (deviation: -7.15%), and 95.05% of the average price for the preceding 6 months of ¥5,313 (deviation: -4.95%).
Transfer restriction periodRSUs vest in equal annual installments of one-third over a 3-year period. PSUs will be delivered after the end of the 3 fiscal years, subject to the achievement of performance targets and other conditions.
Conditions for lifting transfer restrictionsFor RSUs, satisfaction of certain requirements, including continued employment. For PSUs, in addition to continued employment and other requirements, the achievement of performance targets over the 3 fiscal years and the degree of achievement of those targets and other conditions.
Reason for acquisition without considerationIf a recipient leaves employment, the recipient will generally forfeit the rights, except in certain circumstances. Other grounds for forfeiture without compensation are Not disclosed.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries, 10,557 people: 16,989,076 shares
Total Stock-Based CompensationThe amount of monetary compensation receivables to be paid to the planned allotment recipients is Not disclosed
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To promote value sharing with shareholders, enhance the retention of executives and employees of the Company Group through incentive compensation that balances risk and reward, mitigate risk, and advance the Company's strategy.

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Notice Concerning the Issuance of New Shares and Disposal of Treasury Shares Under the Long-Term Incentive Compensation Plan for Overseas Employees of the Company’s Group | Takeda Pharmaceutical Company Limited (4502) timely disclosure | Komori