Adoption of Resolution for the Partial Revision and Continuation of the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (Countermeasures Against Takeovers)

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: Masatomi Akana 
Vice President, Corporate Affairs
Phone: +81-3-3817-5120

  

On April 25, 2018, Eisai Co., Ltd. (the “Company”) announced in a news release that at a meeting held on the same day, its Board of Directors had adopted a resolution for the continuation of the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (the “Policy”) after adopting revisions to shorten the effective period of the current Policy from five years, ending on June 30, 2021, to a period of one year, and to increase the standard of acquisitions subject to the Policy from “15% or more” of the outstanding shares of the Company to “20% or more” of such shares.

 

Today, the Company’s Board of Directors (Chair: Yasuhiko Katoh) received a proposal from the Board’s Independent Committee of Outside Directors (“ICOD;” Chair: Daiken Tsunoda) to continue the Policy after adoption of these revisions, as per the Board’s resolution of April 25th. The matter was deliberated on and unanimously adopted by the Board of Directors, as proposed by the ICOD.

 

The revised Policy will come into effect on July 1, 2018, and the current Policy will no longer be operative after June 30, 2018.

 

The full text of the revised Policy is as per the attachment. The only change to its content from the Policy revision disclosed on April 25, 2018 is in “Appendix 4: Members of the Independent Committee of Outside Directors.”

 

At present, the Company has not received any specific proposals concerning a large-scale purchase of the Company’s shares.

  

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