Takeda Pharmaceutical : Annual Securities Report (Part 1. Information on Takeda, IV. Information on the Company, 4. Corporate Governance)

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Annual Securities Report

From April 1, 2023 to March 31, 2024

(The 147th Fiscal Year)

Takeda Pharmaceutical Company Limited

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As used in this annual securities report, references to the "Company," "Takeda," "we," "us" and "our" are to Takeda Pharmaceutical Company Limited and, except as the context otherwise requires, its consolidated subsidiaries.

In this annual securities report, we present our audited consolidated financial statements as of March 31, 2023 and 2024 and for the fiscal years ended March 31, 2023 and 2024. Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). The term IFRS also includes International Accounting Standards ("IAS") and the related interpretations of the committees (Standard Interpretations Committee and International Financial Reporting Interpretations Committee).

As used in this annual securities report, "ADS" means an American Depositary Share, representing 0.5 shares of the Company's common stock, and "ADR" means an American Depositary Receipt evidencing one or more ADSs.

As used in this annual securities report, except as the context otherwise requires, the "Companies Act" means the Companies Act of Japan.

Amounts shown in this annual securities report have been rounded to the nearest indicated digit unless otherwise specified. In tables and graphs with rounded figures, sums may not add up due to rounding.

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	TABLE OF CONTENTS
Part 1. Information on Takeda	2
I. Overview of Takeda	2
1. Key Financial Data	2
2.	History	4
3.	Description of Business	6
4.	Overview of Subsidiaries and Associates	8
5.	Employees	11
II. Operating and Financial Review and Prospects	13
1.	Management Policy, Management Environment and Management Issues	13
2.	Corporate Sustainability Policies and Initiatives	18
3.	Risk Factors	24
4.	Management's Analysis of Financial Position, Operating Results and Cash Flows	27
5. Material Contracts	50
6. Research and Development	51
III. Property, Plant, and Equipment	79
1.	Overview of Capital Expenditures	79
2.	Major Facilities	79
3.	Plans for New Facility Construction, Old Facility Disposal, etc	81
IV. Information on the Company	82
1.	Information on the Company's Shares	82
2.	Acquisition of Treasury Stock and Other Related Status	94
3.	Dividend Policy	94
4. Corporate Governance	95
V. Financial Information	123
1.	Consolidated Financial Statements and Others	124
2.	Unconsolidated Financial Statements and Others	125
VI. Overview of Administrative Procedures for Shares of the Company	143
VII. Reference Information on the Company	144
Part 2. Information on Guarantors for Takeda	145
Independent Auditor's Report
Internal Control Report
Confirmation Letter

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[Cover]

[Document Filed]

[Applicable Law] [Filed with] [Filing Date] [Fiscal Year] [Company Name]

[Title and Name of Representative] [Address of Head Office]

[Telephone Number]

[Name of Contact Person]

[Nearest Place of Contact]

[Telephone Number] [Name of Contact Person] [Place for Public Inspection]

Translation for reference purpose only

Annual Securities Report

Article 24, paragraph 1 of the Financial Instruments and Exchange Act of Japan

Director, Kanto Local Finance Bureau

June 26, 2024

The 147th Fiscal Year (from April 1, 2023 to March 31, 2024)

Takeda Pharmaceutical Company Limited

Christophe Weber, Representative Director, President & Chief Executive Officer

1-1, Doshomachi 4-chome,Chuo-ku, Osaka

(The above address is the registered head office location and the ordinary business operations are conducted at the "Nearest Place of Contact")

Not applicable

Not applicable

1-1,Nihonbashi-Honcho2-chome,Chuo-ku, Tokyo

(Global Headquarters)

[phone] (Main telephone number)

Norimasa Takeda, Chief Accounting Officer & Corporate Controller, Global Finance

Takeda Pharmaceutical Company Limited (Global Headquarters) (1-1, Nihonbashi Honcho 2-chome,Chuo-ku, Tokyo)

Stock Exchange, Inc.

(2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo)

Nagoya Stock Exchange, Inc.

(8-20, Sakae 3-chome,Naka-ku, Nagoya)

Fukuoka Stock Exchange

(14-2, Tenjin 2-chome,Chuo-ku, Fukuoka)

Sapporo Stock Exchange

(14-1, Minamiichijonishi 5-chome,Chuo-ku, Sapporo)

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Part 1. Information on Takeda

I. Overview of Takeda
1. Key Financial Data
(1) Consolidated Financial Data
						JPY (millions), unless otherwise indicated
Fiscal Year		143rd		144th		145th		146th		147th
Year Ended	March 31, 2020	March 31, 2021	March 31, 2022	March 31, 2023	March 31, 2024
Revenue	¥	3,291,188	¥	3,197,812	¥	3,569,006	¥	4,027,478	¥	4,263,762
Profit (loss) before tax		(60,754)		366,235		302,571		375,090		52,791
Net profit for the year		44,290		376,171		230,166		317,038		144,197
Net profit attributable to owners of the		44,241		376,005		230,059		317,017		144,067
Company
Total comprehensive income (loss) for the		(199,419)		697,416		824,427		911,574		1,139,206
year
Total equity		4,727,486		5,177,177		5,683,523		6,354,672		7,274,005
Total assets		12,821,094		12,912,293		13,178,018		13,957,750		15,108,792
Equity attributable to owners of the
Company per share (JPY)		3,032.22		3,308.93		3,665.61		4,087.49		4,635.56
Basic earnings per share (JPY)		28.41		240.72		147.14		204.29		92.09
Diluted earnings per share (JPY)		28.25		238.96		145.87		201.94		91.16
Ratio of equity attributable to owners of		36.8		40.1		43.1		45.5		48.1
the Company to total assets (%)
Return on equity attributable to owners of
the Company (%)		0.9		7.6		4.2		5.3		2.1
Price earnings ratio (Times)		116.4		16.6		23.8		21.3		45.4
Net cash from (used in) operating activities		669,752		1,010,931		1,123,105		977,156		716,344
Net cash from (used in) investing activities		292,119		393,530		(198,125)		(607,102)		(463,862)
Net cash from (used in) financing activities		(1,005,213)		(1,088,354)		(1,070,265)		(709,148)		(354,416)
Cash and cash equivalents at the end of the
year		637,614		966,222		849,695		533,530		457,800
Number of employees (Number of persons)		47,495		47,099		47,347		49,095		49,281

Notes:

1. The consolidated financial statements have been prepared and presented in accordance with International Financial Reporting Standards (IFRS).
2. All figures shown are rounded to the nearest million JPY.

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(2) Unconsolidated Financial Data
						JPY (millions), unless otherwise indicated
Fiscal Year		143rd		144th		145th		146th		147th
Year Ended	March 31, 2020	March 31, 2021	March 31, 2022	March 31, 2023	March 31, 2024
Net sales	¥	616,288	¥	602,557	¥	764,301	¥	632,137	¥	595,575
Ordinary income		72,252		50,010		550,876		340,122		286,399
Net income		130,626		247,513		324,450		330,649		338,874
Share capital		1,668,123		1,668,145		1,676,263		1,676,345		1,676,596
Total number of shares issued (Thousands of		1,576,374		1,576,388		1,582,253		1,582,296		1,582,419
shares)
Total equity		4,549,000		4,434,889		4,294,899		4,206,219		4,088,198
Total assets		10,289,304		10,856,450		9,641,648		9,407,303		9,756,319
Net assets per share (JPY)		2,919.21		2,835.81		2,769.31		2,704.87		2,604.87
Dividend per share (JPY)		180.00		180.00		180.00		180.00		188.00
[Interim dividend per share (JPY)]		[90.00]		[90.00]		[90.00]		[90.00]		[94.00]
Basic earnings per share (JPY)		83.88		158.45		207.50		213.06		216.60
Diluted earnings per share (JPY)		83.87		158.44		207.50		213.05		216.56
Equity ratio (%)		44.2		40.8		44.5		44.7		41.9
Return on equity (%)		2.8		5.5		7.4		7.8		8.2
Price earnings ratio (Times)		39.4		25.1		16.9		20.4		19.3
Payout ratio (%)		214.6		113.6		86.7		84.5		86.8
Number of employees (Number of persons)		5,350		4,966		5,149		5,486		5,474
Total shareholders return
[Comparative indicator: TOPIX Net Total		81.1		100.1		93.3		116.1		116.6
Return](%)		[90.5]		[128.6]		[131.2]		[138.8]		[196.2]
Highest stock price (JPY)		4,625		4,365		4,115		4,478		4,873
Lowest stock price (JPY)		2,895		3,119		2,993		3,495		3,900

Notes:

1. All figures shown are rounded to the nearest million JPY.
2. We have adopted Accounting Standard for Revenue Recognition (ASBJ Statement No.29 issued on March 31, 2020) at the beginning of the 145th fiscal year, and financial data presented for the 145th fiscal year onward has been adjusted.
3. The highest and lowest stock prices are from the Tokyo Stock Exchange (the First Section on or before April 3, 2022 and the Prime Market on or after April 4, 2022).

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2. History

June	1781	Started business selling Japanese and Chinese medicines
May	1871	Began import of Western medicines
August	1914	Set up research division
October	1915	Established Takeda Pharmaceutical Company (currently the Osaka Plant)
August	1921	Established Daigo Nutritive Chemicals, Ltd. (currently Nihon Pharmaceutical Co., Ltd., a consolidated
		subsidiary)
June	1922	Established Takeda Pure Chemicals Ltd. (later renamed to Wako Pure Chemical Industries, Ltd. in October 1947
		and divested in April 2017)
January	1925	Established Chobei Takeda & Co., Ltd.
August	1943	Changed name to Takeda Pharmaceutical Industries, Ltd.
May	1946	Established the Hikari Plant in Yamaguchi prefecture
May	1949	Listed on the Tokyo Stock Exchange and Osaka Exchange
August	1962	Established Takeda Pharmaceuticals Taiwan, Ltd. (currently a consolidated subsidiary) in Taiwan
April	1984	Established dual headquarters in Osaka and Tokyo
May	1985	Established TAP Pharmaceuticals Inc., a joint venture with Abbott Laboratories Inc., in the U.S. (TAP
		Pharmaceuticals was first a wholly owned subsidiary according to the business reorganization in April 2008, and
		then, merged with Takeda Pharmaceuticals U.S.A., Inc., a consolidated subsidiary, in June 2008)
January	1988	Established Tsukuba Research Laboratories in Ibaraki prefecture (Integrated into Shonan Research Center
		(Kanagawa prefecture) in February 2011)
January	1992	Moved head office to its current location: 1-1, Doshomachi 4-chome,Chuo-ku, Osaka
March	1993	Established Takeda America, Inc. in the U.S. (Takeda America first merged with Takeda America Holdings,
		Inc. and others, and was renamed to Takeda America Holdings, Inc. in July 2001. It was then merged with
		Takeda Pharmaceuticals U.S.A., Inc. in March 2016)
October	1997	Established Takeda Global Research and Development Center, Inc. (currently Takeda Development Center
		Americas, Inc., a consolidated subsidiary) in the U.S.
October	1997	Established Takeda Ireland Limited (currently a consolidated subsidiary) in Ireland
December	1997	Established Takeda America Holdings, Inc. in the U.S. ( later merged with Takeda America Inc. in July 2001)
May	1998	Established Takeda Pharmaceuticals America, Inc. (currently Takeda Pharmaceuticals U.S.A., Inc., a
		consolidated subsidiary) in the U.S.
September	1998	Established Takeda Europe Research & Development Centre Ltd. (currently Takeda Development Centre Europe
		Ltd., a consolidated subsidiary), in the U.K.
March	2005	Acquired Syrrx, Inc. (renamed to Takeda California, Inc.) in the U.S. It was later merged with Takeda
		Development Center Americas, Inc., (currently a consolidated subsidiary) in July 2021
April	2005	Transferred shares of Japan EnviroChemicals, Ltd., engaged in life- environment business, to Osaka Gas
		Chemicals Co., Ltd., a subsidiary of Osaka Gas Co., Ltd.
June	2005	Transferred shares of Takeda Schering-Plough Animal Health K.K., engaged in animal health business, to
		Schering-Plough Corporation
January	2006	Transferred shares of BASF Takeda Vitamin K.K., engaged in sales of bulk vitamins, to BASF Japan Ltd.
April	2006	Transferred shares of Mitsui Takeda Chemicals, Inc., engaged in chemicals business, to Mitsui Chemicals, Inc.
August	2006	Established Takeda Pharmaceuticals Europe Limited (liquidated in July 2018) in the U.K.
April	2007	Transferred shares of Takeda- Kirin Food Corporation, engaged in food business, to Kirin Brewery Co., Ltd.
October	2007	Transferred shares of House Wellness Foods Corporation, engaged in beverage and food business, to House
		Foods Corporation
October	2007	Transferred shares of Sumitomo Chemical Takeda Agro Company, Ltd., engaged in agrochemical business, to
		Sumitomo Chemical Co., Ltd.
March	2008	Acquired Amgen K.K., a wholly owned subsidiary of U.S. Amgen Inc. (The entire business was transferred to the
		Company in April 2014 and liquidated in September 2014)
May	2008	Acquired Millennium Pharmaceutical Inc., (currently a consolidated subsidiary) through a public
		tender offer
September	2008	Established Takeda Clinical Research Singapore Private Limited (currently Takeda Development Center Asia,
		Pte. Ltd., a consolidated subsidiary) in Singapore
February	2011	Established Shonan Research Center in Kanagawa prefecture
September	2011	Acquired Nycomed A.S. (currently Takeda A/S, a consolidated subsidiary, planned to be liquidated) in
		Switzerland
June	2012	Acquired URL Pharma, Inc. in the U.S. The core business was merged with Takeda Pharmaceuticals U.S.A., Inc.
		in October 2012, and other businesses were divested in February 2013
October	2012	Acquired LigoCyte Pharmaceuticals, Inc. (currently Takeda Vaccines, Inc., a consolidated subsidiary) in the U.S.

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November	2012	Acquired Envoy Therapeutics, Inc. in the U.S. It was later merged with Takeda California, Inc. in December
		2013 and was merged with Takeda Development Center Americas, Inc., (currently a consolidated subsidiary) in
		July 2021
May	2013	Acquired Inviragen, Inc. in the U.S. It was later merged with Takeda Vaccines, Inc. (currently a consolidated
		subsidiary) in December 2013
April	2015	Transferred shares of Mizusawa Industrial Chemicals, Ltd., engaged in chemical manufacturing and sales, to
		Osaka Gas Chemicals Co., Ltd.
April	2016	Split off long listed products business by an absorption-type split and transferred it to a wholly owned Japanese
		subsidiary of Israel-based Teva Pharmaceutical Industries Ltd., and acquired shares of Teva Pharma Japan Inc.
		(currently Teva Takeda Pharma Ltd., an associate accounted for using the equity
		method)
February	2017	Acquired ARIAD Pharmaceuticals, Inc. (currently a consolidated subsidiary) in the U.S through a public tender
		offer
April	2017	Split off Japan consumer healthcare business unit of the Company by an absorption-type split and transferred it to
		Takeda Consumer Healthcare Company Limited (currently Alinamin Pharmaceutical Co., Ltd., divested in
		March 2021)
April	2017	Transferred shares of Wako Pure Chemical Industries, Ltd., engaged in reagent, chemical products, and clinical
		diagnostics agent business, to FUJIFILM Corporation
April	2018	Established Shonan Health Innovation Park ("Shonan iPark") in Kanagawa prefecture (renamed from Shonan
		Research Center. It became an associate accounted for using the equity method since the operation business was
		transferred to Industrial & Infrastructure Fund Investment Corporation and Mitsubishi Corporation in April 2023)
June	2018	Acquired TiGenix NV (liquidated in March 2020) in Belgium through a public tender offer
July	2018	Established the Global Headquarter in Chuo-ku, Tokyo
December	2018	Listed American Depositary Shares on the New York Stock Exchange
January	2019	Acquired Shire plc (renamed to Shire Limited and liquidated in March 2024) through a scheme of arrangement
March	2021	Transferred shares of Takeda Consumer Healthcare Company Limited (currently Alinamin Pharmaceutical Co.,
		Ltd.) to Blackstone
April	2021	Nihon Pharmaceutical Co., Ltd., became a wholly owned subsidiary through a share exchange (planned to be
		divested to Alinamin Pharmaceutical Co., Ltd. in July 2024)
October	2022	Succeeded businesses of Plasma-Derived Therapies of Nihon Pharmaceutical Co., Ltd., excluding the business
		conducted at its Osaka Plant, through a company split
February	2023	Acquired all shares of Nimbus Lakshmi, Inc. with the late-stage pipeline in immune-mediated diseases

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3. Description of Business

Takeda consists of 186 companies: Takeda Pharmaceutical Company Limited (hereafter referred to as the "Company"), 169 consolidated subsidiaries (including partnerships), and 16 associates accounted for using the equity method. The major business of Takeda is research, development, manufacturing and marketing of pharmaceutical products. Takeda focuses on its key business areas1: Gastroenterology ("GI"), Rare Diseases, Plasma-Derived Therapies ("PDT") Immunology, Oncology and Neuroscience. In research and development, Takeda focuses its efforts across three areas: Innovative Biopharma focusing on core Therapeutic Areas (Gastrointestinal and Inflammation, Neuroscience, and Oncology), PDT and Vaccines. Takeda is committed to rare diseases, and many of the life-transforming medicines we are pursuing will treat rare diseases in our core therapeutic areas as well as in PDT. We are investing in new capabilities and next-generation platforms internally and through a network of partnerships. We are embracing data and digital technologies to improve the quality of innovation and accelerate execution.

The outline of the roles of major subsidiaries which compose Takeda as of March 31, 2024 is as follows.

Segment information is omitted as Takeda operates a single reportable segment of Pharmaceuticals.

In Japan, the Company is engaged in research and development, manufacturing and marketing of pharmaceutical products.

In the areas other than Japan, subsidiaries and associates located in each country are engaged in research and development, manufacturing and marketing operations. Among these subsidiaries and associates, major subsidiaries are Takeda Pharmaceuticals U.S.A., Inc., Baxalta US Inc., Takeda Development Center Americas, Inc. and others in the U.S. and Takeda Pharmaceuticals International AG, Takeda GmbH and others in Europe and Canada. Major manufacturing and marketing companies in the other areas include Takeda (China) International Trading Co., Ltd., Takeda Distribuidora Ltda. and others.

• Starting from the fiscal year ending March 31, 2025 (FY2024), "Plasma-Derived Therapies" will replace the previous category of "PDT Immunology", and will include all plasma-derived products including those previously categorized within "Rare Diseases" (e.g., FEIBA, CINRYZE). "Vaccines" will be presented as a separate key business area (previously included in "Others"), reflecting the strategic focus on our dengue vaccine, QDENGA.

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