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News Release

FOR IMMEDIATE RELEASE
May 14, 2015

Notification Regarding Partial Amendment to the Articles of Incorporation

Listed Company Name:  Eisai Co., Ltd.
Representative: Haruo Naito
Representative Corporate
Officer and CEO
Securities Code: 4523
Stock Exchange Listings: First Section of the Tokyo
Stock Exchange
Inquiries: Sayoko Sasaki
Vice President, Corporate Affairs
Phone +81-3-3817-5120

At the Board of Directors meeting held on May 14, 2015, Eisai Co., Ltd. (Headquarters: Tokyo, CEO: Haruo Naito, “the Company”) resolved to propose a partial amendment to the Articles of Incorporation at the 103rd Ordinary General Meeting of Shareholders to be held on June 19, 2015.

Remarks:

1. The reasons for the changes
  The following is an overview of the reasons for the change. Each is in conjunction with enforcement of the Act for Partial Revision of the Companies Act (Act No. 90 of 2014; hereinafter “Revised Companies Act”) as of May 1, 2015.
  1) Change to the name of the company with committees system, etc.
  The Revised Companies Act changes the names of the “company with committees system” and “committees” to “company with a nomination committee, etc., system” and “nomination committee, etc.,” respectively. The partial revision of the Company's Articles of Incorporation will be carried out in conjunction with these changes.
  2) Changes to the conditions of eligibility for a limitation of liability contract.
  The Revised Companies Act changes the conditions for directors eligible for a limitation of liability contract as stipulated in Article 427 of the Companies Act to non-executive directors. The partial revision of the Company's Articles of Incorporation will be carried out in conjunction with this change.

2. The content of the changes
  The details of the changes are as follows.

(Changes are underlined.)


Existing Articles of IncorporationProposed change
(Company with committees system) (Company with a nomination committee, etc., system)
Article 6 The Company shall be a company that adopts the “Company with Committees System,” as defined in Article 2, Item 12, of the Companies Act. Article 6 The Company shall be a company that adopts the “Company with a Nomination Committee, etc., System,” as defined in Article 2, Item 12, of the Companies Act.
Chapter V. Committees Chapter V. Nomination Committee, etc.
(Establishment of committees) (Establishment of a nomination committee, etc.)
Article 29 The Company shall have a Nomination Committee, an Audit Committee and a Compensation Committee. Article 29 The Company shall have a Nomination Committee, an Audit Committee and a Compensation Committee.
(Appointment) (Appointment)
Article 30 The Directors constituting the aforementioned Committees shall be elected by resolution of the Board of Directors Article 30 The Directors constituting the aforementioned Nomination Committee, etc., shall be elected by resolution of the Board of Directors
(Exemption from liability) (Exemption from liability)
Article 38 (Text of the Paragraph omitted) Article 38 (Text of the Paragraph unchanged)
         (2) The Company may enter into a contract with each Outside Director to limit each Outside Director's liability for damages to a minimum amount that is stipulated by law, as per Article 427, Paragraph 1, of the Companies Act.          (2) The Company may enter into a contract with each Director to limit each Director's (excluding Executive Directors, etc.) liability for damages to a minimum amount that is stipulated by law, as per Article 427, Paragraph 1, of the Companies Act.

3. Schedule
Ordinary General Meeting of Shareholders  June 19, 2015 (planned)
Effective date June 19, 2015 (planned)

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