IMPORTANT NOTICE

THIS EXCHANGE OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE ABLE TO AGREE TO THE FOLLOWING TERMS AND CONDITIONS.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus following this page. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached prospectus. In accessing the attached prospectus, you agree to be bound by the following terms and conditions including any modifications to them from time to time, each time you receive any information from us as a result of such access.

Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed your representation to Takeda Pharmaceutical Company Limited (the “Company”) that (1) you accept and agree to the terms below and (2) that you consent to delivery of the attached prospectus and any amendments or supplements thereto by electronic transmission.

If you want to participate in the Exchange Offer described in the attached prospectus, you must represent, among other things, that you:

  • are not a broker-dealer tendering Outstanding Notes (as defined in the attached prospectus) that you acquired directly from us for your own account;
  • are acquiring the Exchange Notes (as defined in the attached prospectus) in the ordinary course of your business;
  • are (i) a beneficial owner that is, for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with us as described in Article 6, Paragraph 4 of the Act on Special Taxation Measures, or a specially-related person of ours, and (ii) not a resident in Japan for Japanese securities law purposes (including a natural person having his/her place of domicile or residence in Japan, a legal person having its main office in Japan or any branch, agency or other office in Japan of a non-resident (irrespective of whether it is legally authorized to represent its principal or not and even if its main office is located in a country other than Japan));
  • have not participated in, do not intend to participate in, and have no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes; and
  • are not an “affiliate” as defined under Rule 405 of the Securities Act.

The Exchange Notes (as defined in the attached prospectus) have not been offered, sold or otherwise made available and will not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For the purposes of this provision: (a) the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

The only communication that has been made or will be made is an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Market Act 2000 (“FSMA”) in connection with the issue or sale of any Exchange Notes  in circumstances in which section 21(1) of the FSMA does not apply to the Company; and all applicable provisions of the FSMA with respect to anything done in relation to the Exchange Notes in, from or otherwise involving the United Kingdom has been and will be complied.

The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company or any person who controls it or any of its directors, employees representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of the Company of the securities to subscribe for or purchase any of the securities described therein.

You are reminded that you have accessed the attached prospectus on the basis that you are a person into whose possession such prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver such prospectus, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

YOU ARE NOT AUTHORIZED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED PROSPECTUS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH PROSPECTUS IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PROSPECTUS, IN WHOLE OR IN PART, IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS.

You are responsible for protecting against viruses and other items of a destructive nature. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.