Form 8 (OPD) Takeda Pharmaceutical Company Limited

(a) Full name of discloser:

Takeda Pharmaceutical Company Limited ("Takeda")

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Takeda Pharmaceutical Company Limited

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

12 April 2018

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

YES - Shire Plc

Class of relevant security:

Ordinary shares in Takeda

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

Nil

0

Nil

0

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

3(a) Shares held by Takeda directors and their close relatives and related trusts (excluding options and awards set out below):

3(b) Shares allotted to Takeda directors under the BIP1

1 Board Incentive Plan ("BIP")

Directors may also receive shares under the BIP. Under this plan, Takeda shares are acquired under a trust and are granted to directors based on their achievement of certain performance indicators. Shares allotted to the external directors (being Yoshiaki Fuijmori, Emiko Higashi, Michel Orsinger, Masahiro Sakane and Toshiyuki Shiga) and directors who are Audit and Supervisory Committee members (being Yasuhiko Yamanaka, Shiro Kuniya, Jean-Luc Butel and Koji Hatsukawa, of whom all but Yasuhiko Yamanaka are also external directors) under the BIP are held on trust until the retirement of those directors. Shares allotted to non-Japan resident directors are sold in the market and those directors receive cash in lieu of shares. As shares are automatically allocated as part of a share compensation programme, there is no exercise price or expiry date.

3(c) Shares allotted to Takeda directors under the ESOP2

2 Employee Stock Ownership Plan ("ESOP")

As a senior employee of Takeda's US subsidiary, Andrew S. Plump is eligible for the ESOP. Under the ESOP, Takeda shares are granted to employees based on position and achievement of certain performance indicators (among other criteria). Beneficiaries may opt to convert shares to be allotted to them into cash under the provisions of the trust agreement. Vesting is generally conditional on continued service from the date of grant to the date of vesting. Shares allotted to non-Japan resident beneficiaries are sold in the market and those directors receive cash in lieu of shares. As shares are automatically allocated as part of a share compensation programme, there is no exercise price or expiry date.

3(d) Options owned by Takeda directors (issued 2010 - 2013)

Takeda issued stock options ("Stock Acquisition Rights") to its directors and senior employees until 2013, when this program was replaced by the BIP / ESOP programs referred to elsewhere on this form. It is a condition of execution of all Stock Acquisition Rights that the person exercising that Right is a director of Takeda at the time the right is exercised, unless that director: (i) has resigned; (ii) has retired due to expiration of term of office; or (iii) there is any other valid reason.

Stock Acquisition Rights issued 25 June 2010

Stock Acquisition Rights issued 24 June 2011 (Series 1)

Stock Acquisition Rights issued 24 June 2011 (Series 2)

Stock Acquisition Rights issued 26 June 2012 (Series 1)

Stock Acquisition Rights issued 26 June 2013 (Series 1)

3(e) Interests of other persons acting in concert with Takeda:

3 Because Takeda owns or controls 25% or more of the voting rights in these parties, under Japan's Companies Act, the parties' shareholdings do not carry any rights to vote. These shares are therefore excluded from the calculation of the total number of shares in issue.

3(f) Interests held by connected advisers of Takeda:

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

13 April 2018

Oliver Tucker

+44 207 102 1000