The text starts here.

News Release

FOR IMMEDIATE RELEASE
May 30, 2013

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 IncorporationProposed change
(Rights to odd-lot shares) (Rights to odd-lot shares)
Article 9 The shareholders of the Company cannot exercise any rights other than those stipulated below. Article 9 The shareholders of the Company cannot exercise any rights other than those stipulated below.
 
  1. 1. Rights as set forth in Article 189, Paragraph 2, of the Companies Act
  2. 2. Rights for receiving allotment of subscribed shares and stock options, in proportion to the number of shares held by each shareholder
  3. (New)
 
  1. 1. Rights as set forth in Article 189, Paragraph 2, of the Companies Act
  2. 2. Rights for receiving allotment of subscribed shares and stock options, in proportion to the number of shares held by each shareholder
  3. 3. Rights for making demands as set forth in the following Article
  (New) (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 10Article 35 Article 11Article 36
  (Text unchanged and omitted here)   (No change)
(President) (Corporate Officer with Title)
Article 36 One (1) Representative Corporate Officer shall be designated as President, by a resolution of the Board of Directors. Article 37 A Corporate Officer can be designated as Corporate Officer with Title, by a resolution of the Board of Directors.
Article 37Article 41 Article 38Article 42
  (Text unchanged and omitted here)   (No change)
3. Schedule
Ordinary General Meeting of Shareholders  June 21, 2013 (planned)
Effective date June 21, 2013 (planned)

***