Notice Concerning Shelf Registration for Issuance of Stock Options

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 TokyoStock Exchange
& the Osaka Securities Exchange
Inquiries:Yutaka Tsuchiya
Executive Vice President
Public Affairs
Phone 81-3-3817-5120

Eisai Co., Ltd. today filed a shelf registration statement with the Kanto Local Finance Bureau for issuance of stock options in accordance with the Company’s “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders (“the Policy“).“ This submission corresponds to the expiration of the previous shelf registration (period from April 6, 2010 to April 5, 2012) filed on March 29, 2010.


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1.Securities Type:

Stock options

2.Issue Period:

Two years from the effective date of the shelf registration of stock
options (period from April 6, 2012 to April 5, 2014)

3.Offering Method:

Rights offering to shareholders

4.Issue Amount:

(This is the total amount to be paid upon the exercise of all stock
options to be issued to subscribers free of charge.)

The “Policy“ serves as an advance warning system for hostile takeovers. It sets forth orderly procedures that must be followed in the event of a large-scale acquisition of the Company’s shares so as to ensure that shareholders are provided with sufficient time and information to make appropriate judgments. If and when an acquirer does not follow the prescribed procedures, or the acquisition is inappropriate in that it would undermine the corporate value and common interest of shareholders, the Company, in accordance with the Policy, issues new stock options to all shareholders, which the acquirer is not entitled to exercise, in order to dilute the voting rights of the acquirer to defend against inappropriate takeover.
The Company initially adopted the Policy at its Board of Directors meeting in February 2006. The continuation, amendment or abandonment of the Policy is deliberated each year by the Company’s Independent Committee of Outside Directors (“ICOD“), which is comprised entirely of independent and neutral outside directors who make up the majority of the Board of Directors. At its meeting held on August 2, 2011, the Board of Directors passed a resolution to continue the Policy after the ICOD proposed that the Policy be extended until June 30, 2016 to cover the entire period of the Company’s Mid-term Strategic Plan “HAYABUSA,“ which was launched in fiscal 2011.
This newly filed shelf registration will provide the Company with the flexibility to issue stock options by offering rights to existing shareholders.