Notice Regarding the Determination of the Basic Policy for the Absorption-Type Merger of TORII PHARMACEUTICAL Co., Ltd.

OSAKA, Japan, February 20, 2026 - Shionogi & Co., Ltd.  (Head Office: Osaka, Japan; Chief Executive Officer: Isao Teshirogi, Ph.D.; hereafter "Shionogi") announced that at the Board of Directors meeting held today, it was resolved, as a basic policy, to implement an absorption-type merger, effective April 1, 2027, with TORII PHARMACEUTICAL Co., Ltd. (Head Office: Tokyo, Japan; Representative Director, President and Chief Executive Officer: Nobumasa Kondo; hereinafter “Torii Pharmaceutical”), a wholly owned subsidiary of the Company (the “Merger”).

1.       Purpose of the merger

Based on SHIONOGI Group Heritage, “SHIONOGI strives constantly to supply the best possible medicine to protect the health and wellbeing of the patients we serve”, Shionogi initiated a tender offer for Torii Pharmaceutical on May 8, 2025, with the aim of further strengthening our domestic business and enhancing our ability to deliver medicines that meet the needs of a greater number of patients. As a result, Torii Pharmaceutical became a wholly owned subsidiary of Shionogi on September 1, 2025. Since then, Shionogi and Torii Pharmaceutical have been working to build a stronger system for delivering our respective core products to a broader patient population by leveraging each company’s distinct strengths and by expanding and reinforcing our medical information and promotion activities. In particular, the allergy and skin diseases areas in which Torii Pharmaceutical possesses high levels of expertise are less susceptible to fluctuations caused by seasonal trends and are characterized by significant unmet medical needs. By continuing to respond to patient needs in these therapeutic areas, Torii Pharmaceutical is also contributing to the establishment of a stable and sustainable business foundation for our domestic operations. To further accelerate these initiatives and enhance our contribution to healthcare, we have determined that it is essential to strengthen collaboration between both companies even further and to transition to a new phase in which integration synergies can be maximized through swift and unified decision-making. Based on this determination, we have decided on the basic policy regarding the absorption-type merger of Torii Pharmaceutical.

2.       Overview of the merger

(1) Merger schedule

Date of Board Resolution for the basic policy regarding the absorption-type merger: February 20, 2026

Date of Board Resolution for the merger: April 27, 2026 (planned)

Date of signing the merger agreement: February 20, 2027 (planned)

Date of the merger (effective date of the merger): April 1, 2027 (planned)

(2) Form of merger

This will be an absorption-type merger with Shionogi as the surviving company and Torii Pharmaceutical as the Absorbed company.

(3) Allocation with merger

As Torii Pharmaceutical is a wholly owned subsidiary of the Company, there will be no issuance of new shares or allocation of cash or other consideration with this merger.

(4) Handling of stock acquisition rights and bonds with stock acquisition rights associated with the merger

Not applicable.

3.       Outline of merging companies

* Because the number of shares has changed from the previous fiscal year, figures calculated based on the current number of shares are not presented as reference values and are therefore shown as “–”.

4.       Situation after the merger

There will be no changes to the Company's trade name, location, representative's title and name, business activities, capital, or fiscal year end following the merger.

5.       Future Outlook

As this merger involves the Company and its wholly owned subsidiary, the impact on the Company’s consolidated financial results is expected to be minimal. Following the determination of this basic policy, we will commence the necessary preparations toward the absorption-type merger. Details of the merger, including the schedule, have not yet been determined. Once such details are finalized, they will be promptly disclosed.

Forward-Looking Statements

This announcement contains forward-looking statements. These statements are based on expectations in light of the information currently available, assumptions that are subject to risks and uncertainties which could cause actual results to differ materially from these statements. Risks and uncertainties include general domestic and international economic conditions such as general industry and market conditions, and changes of interest rate and currency exchange rate. These risks and uncertainties particularly apply with respect to product-related forward-looking statements. Product risks and uncertainties include, but are not limited to, completion and discontinuation of clinical trials; obtaining regulatory approvals; claims and concerns about product safety and efficacy; technological advances; adverse outcome of important litigation; domestic and foreign healthcare reforms and changes of laws and regulations. Also for existing products, there are manufacturing and marketing risks, which include, but are not limited to, inability to build production capacity to meet demand, lack of availability of raw materials and entry of competitive products. The company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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