SHIRE 3(a) Shares held by Takeda directors and their close relatives and related trusts (excluding options and awards set out below):
Name of Takeda director | Number of Takeda shares | Percentage of issued share capital (%) |
Christophe Weber | 81,700 | 0.01 |
Masato Iwasaki | 8,996 | <0.01> |
James Kehoe | 3,900 | <0.01> |
Yoshiaki Fujimori | 1,300 | <0.01> |
Masahiro Sakane | 900 | <0.01> |
Toshiyuki Shiga | 700 | <0.01> |
Yasuhiko Yamanaka | 17,800 | <0.01> |
Shiro Kuniya | 1,700 | <0.01> |
Koji Hatsukawa | 600 | <0.01> |
Total | 117,596 | 0.02 |
3(b) Shares allotted to Takeda directors under the BIP1
Name | Number of shares | Vesting date |
Christophe Weber | 122,184 | 1 June 2018; 1 June 2019 and 1 June 2020 |
Masato Iwasaki | 7,333 | 1 June 2018; 1 June 2019 and 1 June 2020 |
Yoshiaki Fujimori | 1,752 | On retirement |
Emiko Higashi | 4,171 | On retirement |
Michel Orsinger | 4,171 | On retirement |
Masahiro Sakane | 1,752 | On retirement |
Toshiyuki Shiga | 1,752 | On retirement |
Yasuhiko Yamanaka | 4,908 | On retirement |
Shiro Kuniya | 1,752 | On retirement |
Jean-Luc Butel | 4,171 | On retirement |
Koji Hatsukawa | 1,752 | On retirement |
1Board 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
Name | Number of shares | Vesting date |
Andrew S. Plump | 44,248 | 1 June 2018; 1 June 2019 and 1 June 2020 |
2Employee 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
Name of Director | Payment value (¥) | Financial value to be invested upon execution (¥) | Exercise period | Type and number of shares subject to Stock Acquisition Right | Number of Stock Acquisition Rights |
Yasuhiko Yamanaka | 3,028 per share | 1 per share | 11 July 2013 to 10 July 2020 | 7,000 ordinary shares | 70 |
Stock Acquisition Rights issued 24 June 2011 (Series 1)
Name of Director | Payment value (¥) | Financial value to be invested upon execution (¥) | Exercise period | Type and number of shares subject to Stock Acquisition Right | Number of Stock Acquisition Rights |
Yasuhiko Yamanaka | 2,726 per share | 1 per share | 16 July 2014 to 15 July 2021 | 10,100 ordinary shares | 101 |
Stock Acquisition Rights issued 24 June 2011 (Series 2)
Name of Director | Payment value (¥) | Financial value to be invested upon execution (¥) | Exercise period | Type and number of shares subject to Stock Acquisition Right | Number of Stock Acquisition Rights |
Masato Iwasaki | 427 per share | 3,705 per share | 16 July 2014 to 15 July 2031 | 42,900 ordinary shares | 429 |
Stock Acquisition Rights issued 26 June 2012 (Series 1)
Name of Director | Payment value (¥) | Financial value to be invested upon execution (¥) | Exercise period | Type and number of shares subject to Stock Acquisition Right | Number of Stock Acquisition Rights |
Masato Iwasaki | 2,678 per share | 1 per share | 18 July 2015 to 17 July 2022 | 7,900 | 79 |
Yasuhiko Yamanaka | 2,678 per share | 1 per share | 18 July 2015 to 17 July 2022 | 10,700 | 107 |
Stock Acquisition Rights issued 26 June 2013 (Series 1)
Name of Director | Payment value (¥) | Financial value to be invested upon execution (¥) | Exercise period | Type and number of shares subject to Stock Acquisition Right | Number of Stock Acquisition Rights |
Masato Iwasaki | 3,709 per share | 1 per share | 20 July 2016 to 19 July 2023 | 6,100 | 61 |
Yasuhiko Yamanaka | 3,709 per share | 1 per share | 20 July 2016 to 19 July 2023 | 8,200 | 82 |
3(e) Interests of other persons acting in concert with Takeda:
Name of concert party | Number of Takeda shares |
Watanabe Chemical Co Ltd3 | 12,000 |
Amato Pharmaceutical Products Ltd3 | 275,000 |
Total | 287,000 |
3Because 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:
Name of adviser | Interests held |
J.P. Morgan Cazenove | By J.P. Morgan Securities LLC (PCS): 59 (Equity Depository Receipt (Long)) (other than Rule 8 exempt entities) |
By JPMorgan Structured Products BV: 6,121 (Physically-settled derivatives (Long)) (other than Rule 8 exempt entities) |
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Shire plc published this content on 23 July 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 July 2018 15:17:06 UTC
