Continuation of Policy for Protection of the Company's Corporate Value and Common Interests of Shareholders (Shareholder Rights Plan)

Continuation of Policy for Protection of the Company's Corporate Value and Common Interests of Shareholders (Shareholder Rights Plan)

The Board of Directors of Eisai Co., Ltd. (Chair: Norihiko Tanikawa) passed a resolution for the continuation of the “Policy for Protection of the Company's Corporate Value and Common Interests of Shareholders” (“Policy”), which was proposed by the Independent Committee of Outside Directors (Chair: Kimitoshi Yabuki, “ICOD”) at its meeting held today.

The policy was initially adopted after being proposed by the ICOD at the Eisai Board of Directors meeting held on February 28, 2006. It was determined that the continuation, amendment, or abandonment of the policy would be deliberated by the newly appointed ICOD, which consists of outside directors, following the Ordinary General Meeting of Shareholders each year.

In fiscal 2010, the ICOD meeting was held on June 18 following the 98th Ordinary General Meeting of Shareholders, with a total of seven outside directors including two newly appointed outside directors present. At this meeting, the ICOD members agreed to propose the continuation of the policy in its present form at the Board of Directors meeting.

The ICOD determined that, on the basis of resolution at the board meeting, it was appropriate to continue the policy since it incorporates the following provisions:

After reviewing the proposal put forward by the ICOD at its meeting held today, the Board of Directors unanimously resolved to continue the policy.

Further information on the policy is provided in the “Corporate Governance” section of Eisai's website ( www.eisai.com/company/governance.html ).

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