- For Print
- May 13, 2022
isted Company Name: ý.
Representative: Haruo Naito
Representative Corporate
Officer and CEO
Securities Code: 4523
Stock Exchange Listings: Prime Market of the Tokyo
Stock Exchange
Inquiries: Sayoko Sasaki
Vice President, Chief IR Officer
Stakeholder Communications
Phone +81-3-3817-5120
At the Board of Directors meeting held on May 13, 2022, ý. (Headquarters: Tokyo, CEO: Haruo Naito, “the Company”) resolved to propose a partial amendment to the Articles of Incorporation at the 110th Ordinary General Meeting of Shareholders to be held on June 17, 2022.
1. Reasons for the Changes
The following is an overview of the reasons for the changes.
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1)
Eisai will regard "people in the daily living and medical domains" as the main figures in its Corporate Philosophy, the human health care (hhc) concept, and expand the target of its contribution from the current "patients and their families" to "patients and the general public."
While firmly maintaining the hhc Philosophy, we will create an ecosystem model of collaboration with other industries to further increase the satisfaction of patients and the general public, and strive to evolve into a company that supports people's entire lives by achieving social good in the form of relieving anxiety over health and reducing health disparities. In conjunction with this, the Company will amend Article 2 of its Articles of Incorporation in order to share with our shareholders and other stakeholders the nature of Eisai toward which we strive. -
2)From the perspective of securing a venue in the event that natural disasters (typhoons, earthquakes, etc.), pandemics, or other special circumstances prevent the General Meeting of Shareholders from being held in Tokyo, we will amend Article13, Paragraph 3 of the Articles of Incorporation, which places limitations on venues for the General Meeting of Shareholders.
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3)The revisions stipulated in the proviso to Supplementary Provisions Article 1 of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced beginning on September 1, 2022. Accordingly, we will amend Article 15 of the Articles of Incorporation as follows in order to prepare for implementation of a system to provide General Meeting of Shareholders materials electronically.
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➶Proposed amendment establishing Article 15, Paragraph 1: Establish the intention to implement measures to provide the information contained in General Meeting of Shareholders Reference Materials, etc., electronically.
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➁Proposed amendment establishing Article 15, Paragraph 2: Establish provisions to limit the scope of matters included in written documents provided to shareholders who have requested them.
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➂Remove provisions for disclosure through the Internet and deemed delivery of General Meeting of Shareholders Reference Materials, etc. (Article 15 of the current Articles of Incorporation), because they will no longer be required.
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➃In conjunction with the new establishment and removal of contents, establish Supplementary Provisions regarding the effective date, etc., of the changes.
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2. The content of the changes
The following is an overview of the reasons for the change.
(Changes are underlined.)
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Existing Articles of Incorporation | Proposed change |
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(Corporate Philosophy)
|
(Corporate Philosophy)
|
(Convocation)
|
(Convocation)
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(Internet disclosure of reference documents, etc. and deemed provision thereof)
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<Delete> |
<New>
|
(Electronic Provision Measures, etc.)
|
<New>
|
(Supplementary Provisions) 1. Removal of Article 15 of the current Articles of Incorporation (Internet disclosure of reference materials, etc., and deemed provision thereof) and proposed amendments establishing Article 15 (Electronic Provision Measures, etc.) shall take effect as of September 1, 2022. 2. Notwithstanding the stipulations of the preceding Paragraph, the stipulations of Article 15 of the current Articles of Incorporation shall remain in effect for General Meetings of Shareholders held on or before the final day of February 2023. 3. These Supplementary Provisions shall be removed after March 1, 2023 or after the day on which three months have passed following the General Meeting of Shareholders indicated in the preceding Paragraph, whichever is later. |
3. Schedule
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Ordinary General Meeting of Shareholders | June 17, 2022 (planned) |
Effective date | June 17, 2022 (planned) |
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