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Notification Regarding Partial Amendment to the Articles of Incorporation

Listed Company Name:Eisai Co., Ltd.
Representative:Haruo Naito Director, President & CEO
Headquarters:4-6-10 Koishikawa,Bunkyo-ku, Tokyo
Securities Code:4523
Listed Locations:First Sections of the Tokyo Stock Exchange
& the Osaka Securities Exchange
Inquiries:Sayoko Sasaki Vice President,
Corporate Affairs Phone 81-3-3817-5120

At the Board of Directors meeting held on May 13, 2013, Eisai Co., Ltd. (Headquarters: Tokyo, President & CEO: Haruo Naito) resolved to propose a partial amendment to the Articles of Incorporation at the 101st Ordinary General Meeting of Shareholders to be held on June 21, 2013.

Remarks:

1. The reasons for the changes

  • 1)
    Change to adopt the share increase system for odd-lot shares.

    The change is to offer the convenience of more choices to shareholders in the framework for making shares less than 1 share unit (odd-lot shares) into a share unit through the adoption of a share increase system as an addition to the existing odd-lot share purchasing system.

  • 2)
    Change to make it possible for the Board of Directors to establish the titles and address terms of Corporate Officers.

    The change is to enable flexible response to further progress in the globalization of the Company's business activities as well as changes in the managerial environment, and enable the Board of Directors to establish the titles and address terms of Corporate Officers in an agile manner in their meetings.

2. The content of the changes

(Changes are underlined.)

Existing Articles of Incorporation Proposed change

(Rights to odd-lot shares)

  • Article 9
    The shareholders of the Company cannot exercise any rights other than those stipulated below.
    1. Rights as set forth in Article 189, Paragraph 2, of the Companies Act
    2. Rights for receiving allotment of subscribed shares and stock options, in proportion to the number of shares held by each shareholder

    (New)

  • Article 10
  • ∼
    (Text unchanged and omitted here)
  • Article 35

(President)

  • Article 36
    One (1) Representative Corporate Officer shall be designated as President, by a resolution of the Board of Directors.
  • Article 37
  • ∼
    (Text unchanged and omitted here)
  • Article 41

(Rights to odd-lot shares)

  • Article 9
    The shareholders of the Company cannot exercise any rights other than those stipulated below.
    1. Rights as set forth in Article 189, Paragraph 2, of the Companies Act
    2. Rights for receiving allotment of subscribed shares and stock options, in proportion to the number of shares held by each shareholder
    3. Rights for making demands as set forth in the following Article

(Share increase for odd-lot shares)

  • Article 10
    Pursuant to share handling regulations, Shareholders of the Company may demand that the Company sell the number of shares required to make, together with the oddlot shares held by the shareholder, a single share unit.
  • Article 11
  • ∼
    (No change)
  • Article 36

(Corporate Officer with Title)

  • Article 37
    A Corporate Officer can be designated as Corporate Officer with Title, by a resolution of the Board of Directors.
  • Article 38
  • ∼
    (No change)
  • Article 42

3. Schedule

Ordinary General Meeting of Shareholders June 21, 2013 (planned)
Effective date June 21, 2013 (planned)

News Release