Notice of Convocation of the 108Th Ordinary General Meeting of Shareholders

Securities Code: 4523 May 21, 2020

Notice of Convocation of the 108th Ordinary General Meeting of Shareholders

Date June 19, 2020 (Friday) and Time 10 A.M. (Reception opens at 9 A.M.)

Venue Bellesalle Takadanobaba

Resolutions Proposal: Appointment of 11 Directors

Deadline for exercising voting rights by postal mail or via the Internet 5 P.M. on June 18, 2020 (Thursday)

Eisai supports the WHO’s lymphatic filariasis elimination program. To Our Shareholders

COVID-19 has thrown the world into turmoil. It has made us even more acutely aware of the importance of our primary role as a pharmaceutical company—to discover, manufacture, and provide a stable supply of medicines while ensuring drug and patient safety. Our commitment is to give our utmost to protect people from infection and further gain their confidence. In new drug discovery, aducanumab, the next-generation treatment for Alzheimer’s disease, is in the final stages of development. Phase III clinical studies are also in progress for BAN2401. Through our partnership with Biogen, we will robustly fulfill our role in the suppression of the progression of Alzheimer’s disease, which is a critical challenge in an aging society. In oncology, LENVIMA is significantly expanding its contribution to patients. Based on our partnership with U.S. Merck, the use of LENVIMA with KEYTRUDA is increasing the combination therapy’s indications for various types and states of cancer.

Meanwhile, in our Medium-Term Business Plan “EWAY 2025,” we are aiming to become a “Medico Societal Innovator” (a company that changes society through creating medicines and providing solutions). Central to this is the disease ecosystem. In particular, the dementia ecosystem is entering the implementation phase, such as the development of NouKNOW™, a digital tool for brain performance (brain health) self-assessment in daily life. We will collaborate with various companies that provide dementia-related benefits to achieve societal innovations that will create new benefits. We are also soundly achieving the financial targets of “EWAY 2025” in terms of ROE and profitability. We ask our shareholders for their ongoing support and cooperation going forward.

May 2020

Representative Corporate Officer and CEO

Corporate Philosophy We give first thought to patients and their families, and increase the benefits that health care provides to them

The Philosophy Logomark combines the spirit of Florence Nightingale (1820-1910), who made an enormous contribution to the development of the nursing profession and public health, with the “human health care” philosophy. This logomark is modeled on the signature of this prominent figure in the history of modern-day nursing. Notice of Convocation

4-6-10 Koishikawa, Bunkyo-ku, Tokyo

Haruo Naito Director, Representative Corporate Officer and CEO Notice of Convocation of the 108th Ordinary General Meeting of Shareholders

Date and June 19, 2020 (Friday) 10 A.M. Time Reception opens at 9 A.M. Venue Bellesalle Takadanobaba 3-8-2 Okubo, Shinjuku-ku, Tokyo Purpose of the meeting Reports 1. ‌The contents of the business report, consolidated financial statements, and audits of the consolidated financial statements conducted by the Accounting Auditor and the Audit Committee for the 108th Fiscal Year (from April 1, 2019, to March 31, 2020) 2. The content of the financial statements for the 108th Fiscal Year (from April 1, 2019, to March 31, 2020)

Resolutions Proposal: Appointment of 11 Directors See pages 8 through 33.

● ‌Any changes that may arise in the Reference Documents for the 108th Ordinary General Meeting of Shareholders and Attachments to the Notice of Convocation will be announced on the Company’s website shown below. ● The Japanese and English versions of this Notice of Convocation are posted on the Company’s website.

Requests concerning Protection of the Protection of the Health and Safety of Shareholders

To prevent the spread of COVID-19, we ask shareholders to consider forgoing attending the General Meeting of Shareholders regardless of the state of their health, and, at the same time, exercise voting rights in advance as much as possible, either by returning the voting form by post or voting via the Internet. In addition, we will not provide gifts to attending shareholders this year to keep person- to-person contact at a minimum. Any major changes to the logistics of the General Meeting of Shareholders that may be necessitated by change of circumstances, and any precautions regarding the General Meeting of Shareholders will be announced on the Company’s website.

The Company’s website Eisai Ordinary General Meeting of Shareholders Search https://www.eisai.com/ir/stock/meeting/index.html

The 108th Ordinary General Meeting of Shareholders 1 Editorial Policy

This Notice of Convocation has been edited Contents in a manner that makes the reference documents of the proposals for resolution, the Company’s business strategies, and ESG (the environment, society, and governance) information eye-friendly and easy to read and understand for all shareholders.

The 108th Ordinary General Meeting of Shareholders 8 Reference Documents

(Attachments) 34 Business Report for the 108th Fiscal Year I. ‌Current Status of the Group

1 Management Policy·································34 2 Business Progress and Results··········102 1. Corporate Philosophy····························34 1. Consolidated Performance (International 2. Business to Be Addressed····················36 Financial Reporting Standards)·············102 3. Basic Policy for Capital Strategy············39 2. Financial Position and Profit/ 4. Dividends··············································39 Loss Status·········································107 3. Major R&D Pipeline·····························108 5. Improvement of Non-financial Value·······40 4. Major Topics······································· 114 3 Status of Major Contracts····················116 G overnance 4 Status of Major Subsidiaries················119 6. Corporate Governance··························42 5 Major Affiliated Companies and Sites········ 7. Compliance Risk Management··············80 120 8. Internal Audit Activities···························83 6 Other Significant Items························120 9. Risk Factors··········································84 II. S tatus of Shares and Stock Acquisition Rights E nvironment 1 Status of Shares··································· 10. Consideration for the Environment·······91 122 2 Stock Price Trends·······························125 S ocial 3 Status of Stock Acquisition Rights·········126 11. Initiatives to Improve Access to Medicines············································94 III. Status of Officers 12. Utilization of Human Assets·················95 1 Items Pertaining to Directors···············128 13. Ties with Shareholders and Investors·········98 2 Items Pertaining to Corporate 14. Ties with People throughout Officers··················································130 Society············································· 100 IV. Status of Accounting Auditor···········133

2 Eisai Co., Ltd. (Attachments) Consolidated Financial Statements Notice of Convocation 136 for the 108th Fiscal Year Financial Statements 149 for the 108th Fiscal Year

Audit Reports

156 Reference Documents 161 Appendix Articles of Incorporation··········································· 161 Corporate Governance Guidelines··························· 165 Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee······· 172 Business Report Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers····································174 Policy for Protection of Company’s Corporate Value G and Common Interests of Shareholders·················· 177 E Q&A Frequently Asked Shareholder Questions····186 S Consolidated Financial

186 Frequently Asked Questions Statements How was Eisai’s performance in FY2019? What is the situation regarding shareholder returns? Is the Medium-Term Business Plan “EWAY 2025” progressing smoothly? What is the status of development of the Alzheimer’s disease treatment aducanumab? Financial Statements Can you tell us about the maximization of the product value of the anticancer agent Lenvima? & Is artificial intelligence (AI) technology being used in business activities? What is the Company’s thinking regarding business activity risks? Do you have a checking system to prevent improprieties? Please tell us about efforts to prevent global warming.

Can you tell us about your efforts related to the problem of access to medicines? Audit Reports Is Eisai proactively promoting workstyle reforms? Is Eisai proactively promoting active participation by women? What efforts are being made for the improvement of corporate governance? How is directors and corporate auditors’ remuneration determined? Should not the Board of Directors include medical and science specialists? Is there diversity in the outside directors? How are outside directors contributing? Appendix Are you thinking of stock splits to reduce the unit price of shares?

Index········································································ 194 Major Consumer Healthcare Products····················· 198 About the Website···················································200

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The 108th Ordinary General Meeting of Shareholders 7 The 108th Ordinary General Meeting of Shareholders Reference Documents

Proposal: Appointment of 11 Directors The terms of office of all 11 current directors will expire as of the close of this Ordinary General Meeting of Shareholders. Shareholders are therefore requested to elect 11 directors. The following is a list of the candidates for the position of director. For your reference, information about each of the candidates is provided on pages 9 through 33.

Current position and primary area of responsibility Candidate Name in the Company

1 Haruo Naito Reappointment Director, Representative Corporate Officer and CEO

Reappointment Director Outside ● Member of the Independent Committee 2 Yasuhiko Katoh Chair of Outside Directors Independent

3 Hirokazu Kanai Reappointment Director ● Member of the Audit Committee

Reappointment ● Member of the Audit Committee 4 Daiken Tsunoda Outside Director ● Chair of the Independent Committee of Independent Outside Directors

Reappointment ● Member of the Nomination Committee Chair of the Compensation Committee Outside Director ● 5 Bruce Aronson ● Member of the Independent Committee Independent of Outside Directors

6 Yutaka Tsuchiya Reappointment Director

Reappointment ● Chair of the Nomination Committee Member of the Compensation Committee Outside Director ● 7 Shuzo Kaihori ● Member of the Independent Committee Independent of Outside Directors Reappointment ● Member of the Nomination Committee Member of the Compensation Committee Outside Director ● 8 Ryuichi Murata ● Member of the Independent Committee Independent of Outside Directors

Reappointment ● Chair of the Audit Committee 9 Hideyo Uchiyama Outside Director ● Member of the Independent Committee Independent of Outside Directors

10 Hideki Hayashi Reappointment Director ● Member of the Audit Committee

New 11 Yumiko Miwa Outside New director candidate Independent

(Notes) 1 See pages 60 through 69 for details regarding the activities of the Board of Directors and each committee. 2 Only Candidate 1 is serving as an executive director.

Reappointment New Outside Independent Director candidate for New director candidate Outside director Independent officer for notification to reappointment candidate stock exchanges

8 Eisai Co., Ltd. Proposal

The Company is a company with a nomination committee, etc., system. The Nomination Committee determines director candidates. The emphasis of the Nomination Committee is that management oversight be carried out by the Board of Directors from a multifaceted perspective and with great insight. Each year, it looks into the composition and number of board members from a medium- to long-term perspective, and reviews the diversity of each director in terms of expertise, experience and other aspects. In particular, in the case of outside director candidates, the Committee deliberates on their independence and neutrality to select the final candidates to be recommended for appointment as director. Reference Documents

● Diversity of Outside Director Candidates The Board of Directors of the Company is to be made up of diverse directors with different expertise, experience and backgrounds. The expertise, experience and backgrounds of the 7 outside director candidates are summarized below. The mark indicates the primary reason the Nomination Committee selected the director candidate.

Corporate Finance & Academic Legal Gender & Candidate Name management accounting background expertise nationality experience expertise (discipline)

2 Yasuhiko Katoh

4 Daiken Tsunoda

5 Bruce Aronson (Corporate Governance) (Foreign Nationality) 7 Shuzo Kaihori

8 Ryuichi Murata

9 Hideyo Uchiyama

11 Yumiko Miwa (ESG, Corporate Governance) (Female)

● Independence and Neutrality of Outside Directors Outside director candidates nominated by the Company’s Nomination Committee satisfy the “Requirements for the Independence and Neutrality of Outside Directors” set forth by the Nomination Committee. (For more on the Requirements, see page 33.) In regard to outside director candidates, the Nomination Committee has determined the “independence and neutrality” of each candidate by checking matters related to the requirements based on interviews of the individuals in question as well as investigations of the transactional relationships between the Company and the companies and organizations with which they are affiliated. In addition, the Nomination Committee has selected candidates based on the selection criteria for outside directors established by the Nomination Committee. All 7 outside director candidates fulfill the requisites for outside director candidates as specified in Article 2, Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act and the criteria for independent officers as established by the Tokyo Stock Exchange.

The 108th Ordinary General Meeting of Shareholders 9 Reference Documents Proposal

Candidate 1 Haruo Naito Reappointment Current position and primary area of responsibility in the Company Director, Representative Corporate Officer and CEO Date of birth (age) December 27, 1947 (72 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 37 * a director General Meeting of Shareholders No. of the Company’s shares 644,150 * as of March 31, 2020 held by the candidate

■ Special conflicts of interest between the candidate and the Company or any of its subsidiaries, Yes* associated companies, or major business partners: ■ Vote on the “Policy for Protection of the Company’s Corporate Value and Common Interests of For Shareholders”: See pages 68 through 69, 78 through 79, and 177 through 185 for the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders.”

* Haruo Naito serves as the chair of the Naito Foundation, to which the Company makes donations. The purpose of the Foundation is to promote basic research in natural sciences related to the prevention and treatment of human diseases and thereby contribute to academic promotion and human welfare. Accordingly, the Board of Directors has deemed these donations to be appropriate transactions that invest in the purpose of the Foundation, and granted their approval. In addition, Haruo Naito does not receive any remuneration whatsoever from the Naito Foundation, and the Foundation does not employ any of his close relatives as officers or employees.

Reasons for nomination as a director candidate

The Nomination Committee has determined that the candidate has appropriately explained resolution items and report items in meetings of the Board of Directors as the only director with concurrent duties as a corporate officer and has sufficiently fulfilled the role of overseeing important management decisions and the execution of business, and has nominated the candidate to continue from the previous year serving as a director. The Company’s Corporate Governance Guidelines call for the Representative Corporate Officer and CEO to serve concurrently as a director.

10 Eisai Co., Ltd. Reference Documents 11 Proposal (12/12) % — — — — 100 Attendance (FY2019) Nomination Committee Compensation Committee Audit Committee Independent Committee of Outside Directors Board of Directors Board The 108th Ordinary General Meeting of Shareholders ent)” is shown for positions held as officers, etc., as of May 13, 2020. The date of retirement is shown if the retirement etc., as of May 13, 2020. The date of ent)” is shown for positions held as officers, Director, President (Representative Corporate Officer) and CEO of the Company Corporate Officer) (Representative President Director, The Naito Foundation (current) Chair, and CEO of the Company (current) Corporate Officer Representative Director, Managing Director of the Company Managing Director of the Company Director and Senior Managing Director Representative of the Company and Deputy President Director Representative of the Company and President Director Representative (CEO) of the Company and Chief Executive Officer President Director, Representative Joined the Company of the Company Department R&D Promotion Senior Director, of the Company Director R&D of the Company General Manager, As a company that engages in research, development, and manufacturing of pharmaceuticals, of pharmaceuticals, and manufacturing development, research, that engages in As a company in the midst of the of those products, to manage the safety has a responsibility and which of quality products a stable supply on providing efforts pandemic, Eisai is focusing COVID-19 to measures implementing thoroughly we are as our top priority, safety. In addition, and ensuring we infection. Further, from them around worldwide and the people 10,000 employees our protect to determine whether they could be that we have tried in the past examining drug candidates are aducanumab is in disease treatments, to new Alzheimer’s In regard against COVID-19. effective the testing. In the oncology area, undergoing Phase III is currently the final stage, and BAN2401 expanding. In KEYTRUDA are therapy using LENVIMA and possibilities for new combination and other neglected tropical against filariasis our efforts strengthening global health, we are the disease to patients through new benefit 2025” by providing “EWAY will achieve diseases. We your continued like to request I would a medico-social innovator. ecosystem and becoming understanding and support. 2004 2006 2014 1985 1986 1987 1988 2003 1975 1983 1983 1985

Dear Shareholders, The notation “(curr etc. as an officer, retired individual has already Activity on the Board of Directors and Committees and Directors of Activity on the Board Personal history and concurrent employment, etc. employment, Personal history and concurrent Oct. * Jan. Jun. Jun. Jun. Apr. Jun. Jun. Apr. Jun. Apr. Jun. In his capacity as Director, Representative Corporate Officer and Corporate Officer Representative In his capacity as Director, that are proposals Naito explains the details of relevant CEO, Mr. and also of Directors, submitted at meetings of the Board to report related explanations of proposals sufficient provides and clearly to carefully he responds items. Furthermore, his own views as while presenting other directors questions from Naito is not a member of any of the committees. Mr. appropriate. Reference Documents Proposal

Candidate Reappointment Yasuhiko Katoh Outside 2 Independent Current position and primary area of responsibility in the Company Chair of the Board of Directors and Member of the Independent Committee of Outside Directors Date of birth (age) May 19, 1947 (73 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 4 * a director General Meeting of Shareholders No. of the Company’s shares 964 as of March 31, 2020 held by the candidate *

■ Special conflicts of interest between the candidate and the Company or any of its subsidiaries, None associated companies, or major business partners: ■ Vote on the “Policy for Protection of the Company’s Corporate Value and Common Interests of For Shareholders”: See pages 68 through 69, 78 through 79, and 177 through 185 for the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders.”

Reasons for nomination as a director candidate As can be seen from his personal history, the candidate has abundant experience as a manager of a global corporation in the shipping and marine industries, etc., as well as a high level of insight into management and excellent supervisory ability. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director and chair of the Board of Directors, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.

Independence and neutrality

The candidate has experience serving as an officer of Mitsui Engineering & Shipbuilding Co., Ltd. (currently Mitsui E&S Holdings Co., Ltd.). However, there is no transactional relationship between said company and the Company. The Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.

12 Eisai Co., Ltd. Proposal Dear Shareholders, The Company’s Articles of Incorporation stipulate that Eisai’s Corporate Philosophy will be “to give first thought to patients and their families, and increase the benefits that health care provides to them.” Under this Philosophy, the Company conducts business activities with the aim of becoming a human health care (hhc) company. The Company is making proactive efforts on a daily basis to help increase the satisfaction of patients and their families by achieving the prediction, prevention, treatment and cure of

dementia and cancer, which are therapeutic areas of focus for the Company. Eisai is pushing Reference Documents vigorously forward to embody its hhc philosophy. Looking at the progress of the Medium-Term Business Plan “EWAY 2025,” we are seeing the results of early achievement of management targets in FY2020, but in the future, daily business activities and new drug discovery efforts will involve numerous risks. Eisai’s directors thoroughly discuss matters that concern the foundation of management, strive to ensure the transparency of management, and fulfill our responsibility toward management oversight and the further betterment of the Company’s corporate governance. By doing so, we will contribute to the enhancement of Eisai’s medium- to long-term corporate value. We will commit ourselves to meeting the expectations of stakeholders, including shareholders and patients.

Personal history and concurrent employment, etc. * The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2020. The date of retirement is shown if the individual has already retired as an officer, etc. Apr. 1973 Joined Mitsui Engineering & Shipbuilding Co., Ltd. Jun. 2001 President, Mitsui Zosen Europe Ltd. Apr. 2004 CEO, Mitsui Babcock Energy Limited Jun. 2004 Director, Mitsui Engineering & Shipbuilding Co., Ltd., assigned to Mitsui Babcock Energy Limited (stationed in the United Kingdom) Dec. 2006 Director, Mitsui Engineering & Shipbuilding Co., Ltd., assigned to Special Mission by President Jun. 2007 Representative Director and President, Mitsui Engineering & Shipbuilding Co., Ltd. Jun. 2013 Chairman and Representative Director, Mitsui Engineering & Shipbuilding Co., Ltd. Jun. 2016 Director of the Company, Member of the Independent Committee of Outside Directors (current), Member of the Nomination Committee, and Member of the Compensation Committee Apr. 2017 Director and Senior Advisor, Mitsui Engineering & Shipbuilding Co., Ltd. Jun. 2017 Chair of the Compensation Committee of the Company Jun. 2017 Senior Advisor, Mitsui Engineering & Shipbuilding Co., Ltd. (currently Mitsui E&S Holdings Co., Ltd.) (current) Jun. 2018 Chair of the Board of Directors of the Company (current)

Activity on the Board of Directors and Committees

As the chair of the Board of Directors, Mr. Katoh carries out active Attendance (FY2019) and efficient leadership, selecting proposals to be presented at meetings of the Board of Directors and presiding over the Board of Directors 100% (12/12) proceedings of those meetings while explaining the agenda, Nomination Committee — encouraging input from members, requesting explanations from Compensation Committee — the corporate officers, and summarizing the opinions of the Board of Directors. Mr. Katoh utilizes his abundant experience and Audit Committee — knowledge as a corporate manager and his high level of Independent Committee of (7/7) management expertise and supervisory capabilities as he Outside Directors 100% requests explanations and presents his opinions, etc., as appropriate at meetings of the Board of Directors.

The 108th Ordinary General Meeting of Shareholders 13 Reference Documents Proposal

Candidate 3 Hirokazu Kanai Reappointment Current position and primary area of responsibility in the Company Director, ‌Member of the Audit Committee Date of birth (age) January 28, 1960 (60 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 4 * a director General Meeting of Shareholders No. of the Company’s shares 13,405 as of March 31, 2020 held by the candidate *

Reasons for nomination as a director candidate The Company’s corporate governance guidelines call for appointing inside directors who have abundant experience working within the Company to serve as members of the Audit Committee. The candidate has obtained considerable knowledge and experience through his work related to accounting and finance, as well as his service as a group officer. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director and member of the Audit Committee, (2) qualifications and capabilities as a director, (3) in-house experience, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as a director.

14 Eisai Co., Ltd. Proposal Dear Shareholders, As a director independent of the execution of the Company’s business, I will continue to contribute to making the Company an “even better company,” by striving to make fair judgments at all times. The Company has designated oncology and neurology as priority areas, and is currently entering a period in which it will further accelerate contribution to patients through partnership-centered strategy. In such circumstances, I will act in my capacity as a member of the Audit Committee to Reference Documents conduct audits suited to the risks, encourage improvement and upgrading of the internal control systems established and operated by operational divisions, and focus on action to contribute to the improvement of corporate governance and corporate value. To accomplish this, I will strive to deepen my knowledge of finance and accounting, in which I have a wealth of practical experience, and continually develop skills to improve the quality of oversight and audits.

Personal history and concurrent employment, etc. * The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2020. The date of retirement is shown if the individual has already retired as an officer, etc. Apr. 1983 Joined the Company Apr. 2003 Manager, Accounting Division of the Company Jun. 2006 Administrator of the Company Apr. 2007 Manager, Finance and Accounting Division of the Company Jun. 2010 Manager, Accounting Division, Finance and Accounting HQ of the Company Jun. 2011 Group officer of the Company Jun. 2011 Manager, Accounting Division of the Company Jun. 2012 Part-time Corporate Auditor, Sunplanet Co., Ltd. (unlisted) (retired in June 2016) Jun. 2016 Director of the Company (current) and Member of the Audit Committee (current)

* Hirokazu Kanai has considerable knowledge and experience related to finance, accounting, and auditing as a member of the Audit Committee, having served as head of the Finance & Accounting Department.

Activity on the Board of Directors and Committees

At meetings of the Board of Directors, Mr. Kanai utilizes his Attendance (FY2019) abundant experience within the Company and high level of Board of Directors (12/12) management expertise and supervisory capabilities as he 100% requests explanations and presents his opinions, etc., as Nomination Committee — needed. Further, as a member of the Audit Committee, he Compensation Committee — directed the daily operation of the Management Audit Audit Committee (13/13) Department and worked to raise the quality of audit activities, in 100% Independent Committee of addition to conducting audits through attendance at important — Outside Directors meetings and visiting audits at subsidiaries, etc. In addition to explaining audit activities he had conducted, at meetings of the Audit Committee, he presented his own opinions regarding agenda items and report items as needed.

The 108th Ordinary General Meeting of Shareholders 15 Reference Documents Proposal

Candidate Reappointment Daiken Tsunoda Outside 4 Independent Current position and primary area of responsibility in the Company Director, ‌Member of the Audit Committee, and Chair of the Independent Committee of Outside Directors Date of birth (age) January 29, 1967 (53 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 4 * a director General Meeting of Shareholders No. of the Company’s shares 0 as of March 31, 2020 held by the candidate *

Reasons for nomination as a director candidate As can be seen from his personal history, the candidate is a legal expert and a specialist in the Companies Act. Although he has not been directly involved with management, he has served as an outside director for other companies and has rich experience related to corporate law, giving him a high level of insight into management and excellent supervisory ability. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director, member of the Audit Committee, and chair of the Independent Committee of Outside Directors, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.

Independence and neutrality

The candidate is also a partner at Nakamura, Tsunoda & Matsumoto. Although there was a history of the payment of consultancy fees, etc., between said law firm and the Company, the amount was negligible (no more than ¥2 million per year over the past 5 years). Note that there was no history of any such payment during or after FY2016. Furthermore, the Company has no steady transactional relationship with Culture Convenience Club Co., Ltd. (unlisted), for which the candidate currently serves as an outside director. As explained above, the Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.

16 Eisai Co., Ltd. Proposal Dear Shareholders, Eisai has been implementing measures for the enhancement of corporate governance for nearly 20 years. As an attorney specializing in corporate governance and other elements of the Companies Act, I have been paying attention to such measures since before I became an outside director of the Company. In the 4 years since becoming an outside director, I have focused my efforts on the further development of such measures, and I am confident that we have been able to achieve our goals. Over the past year, I have been able to enhance dialogue between outside directors and institutional investors, etc., and further enhance the whistle- Reference Documents blowing system and internal audit system. This year, I will continue to contribute to the enhancement of Eisai Co., Ltd.’s corporate value and to society by making full use of my experience and listening to the opinions of shareholders and other stakeholders, and through implementation of the Company’s Corporate Philosophy of human health care (hhc).

Personal history and concurrent employment, etc. * The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2020. The date of retirement is shown if the individual has already retired as an officer, etc. Apr. 1994 Admitted to the Tokyo Bar Association Attorney, Mori Sogo (Law Firm) (currently Mori Hamada & Matsumoto) Jan. 2001 Partner, Mori Sogo (Law Firm) Mar. 2003 Founder and Partner, Nakamura & Tsunoda (Law Firm) (currently Nakamura, Tsunoda & Matsumoto) (current) Jun. 2005 Outside Corporate Auditor, INES Corporation (retired in June 2013) Apr. 2008 Outside Corporate Auditor, Mitsui Sumitomo Insurance Group Holdings, Incorporated (currently MS&AD Insurance Group Holdings, Inc.) (retired in March 2010) Apr. 2010 Outside Director, MS&AD Insurance Group Holdings, Inc. (retired in June 2018) Apr. 2014 Outside Director, Culture Convenience Club Co., Ltd. (unlisted) (current) Jun. 2016 Director of the Company (current), Member of the Audit Committee (current), and Chair of the Independent Committee of Outside Directors (current)

Activity on the Board of Directors and Committees

At meetings of the Board of Directors, Mr. Tsunoda utilizes his Attendance (FY2019) specialized knowledge as an attorney as well as his high level of Board of Directors (12/12) management expertise and supervisory capabilities as he 100% requests explanations and presents his opinions and advice, Nomination Committee — etc., as appropriate. Also, as a member of the Audit Committee, Compensation Committee — he formulates audit plans, requests explanations regarding the Audit Committee (13/13) results of investigations and subsequent follow-up actions, and 100% Independent Committee of presents his opinions at meetings of the Audit Committee as (7/7) Outside Directors 100% needed. In addition, as the chair of the Independent Committee of Outside Directors, he directs the secretariat of the Committee, makes preparations for meetings of the Committee and presides over its proceedings. He makes reports and proposals to the Board of Directors on the results of the proceedings, and responds to questions and comments at meetings of the Board of Directors.

The 108th Ordinary General Meeting of Shareholders 17 Reference Documents Proposal

Candidate Reappointment Bruce Aronson Outside 5 Independent Current position and primary area of responsibility in the Company Director, Member of the Nomination Committee, Chair of the Compensation Committee and Member of the Independent Committee of Outside Directors Date of birth (age) May 14, 1952 (68 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 3 * a director General Meeting of Shareholders No. of the Company’s shares held by the candidate 0 * as of March 31, 2020

■ Special conflicts of interest between the candidate and the Company or any of its subsidiaries, None associated companies, or major business partners ■ Vote on the “Policy for Protection of the Company’s Corporate Value and Common Interests of For Shareholders” See pages 68 through 69, 78 through 79, and 177 through 185 for the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders.”

Reasons for nomination as a director candidate As can be seen from his personal history, the candidate is a practicing attorney and a legal academic with a focus on international comparative corporate governance. Although he has not been directly involved with management, he has a deep knowledge of corporate governance and other corporate laws that gives him a high level of insight into management and excellent supervisory ability. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director, member of the Nomination Committee, and chair of the Compensation Committee, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.

Independence and neutrality

The candidate is not concurrently employed by any company or organization with a relationship of interest with the Company or its subsidiaries and associated companies. The Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the Requirements for the Independence and Neutrality of Outside Directors established by the Company’s Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.

18 Eisai Co., Ltd. Reference Documents 19 (8/8) (7/7) (9/9) Proposal (12/12)

% % % % — and 100 100 100 100 hhc Attendance (FY2019) Compensation Committee Audit Committee Independent Committee of Outside Directors Board of Directors Board Nomination Committee The 108th Ordinary General Meeting of Shareholders As a resident I strongly City, New of feel York the destruction and the disruption caused by Graduate Schools for Law and Politics, The University of Tokyo Graduate Schools for Law and Politics, The Musashino University (current) Associate, Musashino Institute for Global Affairs, Research the Company (current) Chair of the Compensation Committee of York University School of Law (current) US-Asia Law Institute, New Scholar, Affiliated Director of the Company (current), Member of the Nomination Committee (current), Member of the of the Nomination Committee (current), Member of the Company (current), Director and Member of the Compensation (current), Independent Committee of Outside Directors Committee Studies), SOAS (School of Oriental and African Centre, Associate, Japan Research Research University of London (current) (business law), Hitotsubashi University Graduate School of Law Part-time lecturer Visiting Associate Professor, Institute of Business Law and Comparative Law & Politics, Institute of Business Law and Comparative Visiting Associate Professor, University School of Law Creighton of Law, Professor Institute for Monetary and Economic Studies, Bank of Japan Visiting Scholar, University Graduate School of International Hitotsubashi Strategy Corporate of Law, Professor Hitotsubashi University Graduate School of International Corporate Strategy Professor, Foreign Associate, Nagashima Ohno & Tsunematsu (Law Firm) Associate, Nagashima Ohno & Tsunematsu Foreign Associate, Hill, Betts & Nash LLP (Law Firm) & Reed LLP (Law Firm) Hughes Hubbard Partner, continuing pay careful to attention variousto risks in our global operating environment. the coronavirus pandemic. As the only non-Japanese board member at present, I intend to contribute fulfillment Eisai’s to its of corporate mission for the benefit shareholders, of society. and stakeholders We areWe nowexperiencing an unprecedented global pandemic that has a wide range health, of social and economic impacts.It is now more important than ever that Eisai makepositive a contribution societyto and improve corporatevalue for stakeholders. That goal can be of philosophy corporate further and our maintaining strengthening by achieved 2018 2017 2018 2010 2016 1978 2018 2018 2018 2004 2004 2013 1983 1986

Dear Shareholders, T individual has already retired as an officer, etc. Activity on the Board of Directors and Committees of Directors Activity on the Board Personal history he notation “(current)” is shown for positions held as officers, 2020.13, as Theof Mayetc., date of retirement is shown if the Sep. Apr. Apr. Jun. Mar. Jul. Apr. Jun. Jul. Jun. Sep. Aug. May * Jun. At meetings of the Board of Directors, Mr. Aronson utilizes his Aronson Mr. of Directors, At meetings of the Board knowledge as a legal scholar specializing in the field of corporate governance as well as his high level of management expertise explanations and and supervisory capabilities as he requests In appropriate. his opinions and advice, etc., as presents addition, as the chair of the Compensation Committee, he for of the Committee, makes preparations the secretariat directs over its proceedings. meetings of the Committee and presides of the on the results of Directors to the Board He reports to questions and comments at and responds proceedings As a member of the of Directors. meetings of the Board to the of proposals a variety Nomination Committee, he presents other Committee to questions from Committee, responds the opinions of other explanations regarding members, requests as needed. his own opinions members, and presents Reference Documents Proposal

Candidate 6 Yutaka Tsuchiya Reappointment Current position and primary area of responsibility in the Company Director Date of birth (age) June 29, 1952 (67 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 3 * a director General Meeting of Shareholders No. of the Company’s shares 42,241 as of March 31, 2020 held by the candidate *

Reasons for nomination as a director candidate The Company aims to ensure optimum decision-making and the fairness of management through a clear separation of functions between management oversight and business execution, with the Board of Directors dedicated to management oversight. To achieve these aims, the Company appoints inside directors, who are familiar with the Company, to provide support for the management of the Board of Directors. In this regard, the candidate has obtained considerable knowledge and experience through his work as well as service as a corporate officer. His work experience encompasses areas including management of foreign corporations, R&D, pharmaceutical and other quality assurance, public relations, government relations, healthcare policy, China operations, and Japanese OTC product-related work. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director, (2) qualifications and capabilities as a director, (3) in-house experience, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as a director.

20 Eisai Co., Ltd. Proposal Dear Shareholders, Modalities of treatment of disease are becoming increasingly diverse, with things such as the development of groundbreaking cell treatment based on genetic recombination of immune cells and treatment apps that utilize digital technology, etc. In such circumstances, the Company has designated dementia and cancer as the disease areas on which it should focus, and is striving to implement the hhc Corporate Philosophy, while taking on the challenge of new business models. The Company has adopted a governance structure in its capacity as a company with a nomination committee, etc., system, and a large portion of the authority over business execution Reference Documents has been delegated to corporate officers. Accordingly, it is critical for the Board of Directors to fulfill the supervisory function that makes it possible for operational divisions to make decisions quickly and to execute strategy in a bold manner, in order to achieve this hhc. I have engaged in new drug development and a variety of other work since the time I joined the Company. I will increase my learning further on the foundation of these experiences, and work to improve the governance system, while also fulfilling my responsibilities to stakeholders and contributing to the implementation of the Corporate Philosophy and the increase of corporate value.

Personal history * The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2020. The date of retirement is shown if the individual has already retired as an officer, etc. Apr. 1975 Joined the Company Apr. 2001 Senior Director, Clinical Research Planning Department, Clinical Research Center of the Company Oct. 2004 President, Eisai Europe Ltd. Jun. 2005 Vice President of the Company Jun. 2006 Assigned to Pharmaceuticals Business, Europe of the Company Mar. 2008 Chairman & CEO, Eisai Europe Ltd. Jul. 2009 Assigned to Corporate Regulatory Compliance, Quality Assurance, Environmental and Safety Affairs of the Company Jul. 2009 General Manager, Corporate Regulatory Compliance, Quality Assurance Headquarters of the Company Jun. 2010 Senior Vice President of the Company Jun. 2011 Executive Vice President of the Company Jun. 2011 Assigned to Quality Assurance, Public Affairs of the Company Jun. 2012 Executive Vice President and Representative Corporate Officer of the Company Jun. 2012 Assigned to Quality Assurance, PR, GR of the Company Oct. 2012 Assigned to Global Product Emergency Management of the Company Oct. 2012 Assigned to PR, GR of the Company Apr. 2013 Assigned to Healthcare Policy of the Company Jun. 2013 Representative Corporate Officer and Deputy President of the Company Apr. 2014 Assigned to Global Value & Access of the Company Jun. 2014 Representative Corporate Officer assigned to Healthcare Policy of the Company Dec. 2014 Representative Corporate Officer, Healthcare Policy, and China Business of the Company Oct. 2015 Assigned to Consumer Healthcare Business of the Company Apr. 2016 Assigned to hhc Data Creation and Japan and Asia Medical of the Company Jun. 2017 Director of the Company (current)

Activity on the Board of Directors and Committees

At meetings of the Board of Directors, Mr. Tsuchiya utilizes his Attendance (FY2019) abundant experience within the Company and high level of knowledge of corporate governance and supervisory capabilities Board of Directors 100% (12/12) as he requests explanations and presents his opinions, etc., as Nomination Committee — needed. In addition, he presents proposals and provides his Compensation Committee — opinions and makes other contributions regarding corporate governance matters and the proceedings of the Board of Audit Committee — Directors. Independent Committee of — Outside Directors

The 108th Ordinary General Meeting of Shareholders 21 Reference Documents Proposal

Candidate Reappointment Shuzo Kaihori Outside 7 Independent Current position and primary area of responsibility in the Company Director, Chair of the Nomination Committee, Member of the Compensation Committee, and Member of the Independent Committee of Outside Directors Date of birth (age) January 31, 1948 (72 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 2 * a director General Meeting of Shareholders No. of the Company’s shares 260 as of March 31, 2020 held by the candidate *

Reasons for nomination as a director candidate As can be seen from his personal history, the candidate has abundant experience as the top executive of a global corporation in industrial instruments and process control equipment businesses. He has a high level of insight into management as well as excellent supervisory ability. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director, chair of the Nomination Committee, and member of the Compensation Committee, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.

Independence and neutrality

The candidate has experience serving as an officer of Yokogawa Electric Corporation. Although there is a history of transaction between the Company and Yokogawa Solution Service Corporation, which is a subsidiary of said company, the amount was negligible (less than 0.01% of the consolidated sales of said subsidiary). The candidate serves as an outside director of HOYA Corporation. There is no steady transactional partnership between said company and the Company. As explained above, the Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.

22 Eisai Co., Ltd. Proposal Dear Shareholders, Eisai is taking on the challenge of Alzheimer’s disease, a problem that has a significant impact not only on individuals and families, but on society as well. Accordingly, the Company is working not only to stand in the shoes of patients and their families under the hhc philosophy and develop drugs to treat Alzheimer’s disease, but also to build a societal platform for Alzheimer’s disease, including promotion of an understanding of the disease and making it second nature to check cognitive functions.

In order to achieve this, the Company is striving to collaborate with numerous partners and to Reference Documents implement digital transformation. This platform will provide an extremely high degree of contribution to society, and will lead to an increase in the Company’s corporate value. This constitutes taking on the challenge of solving an important social issue, but there are also many issues that must be overcome. In addition to supporting such efforts to improve medium- to long-term corporate value, it is my desire to work in my capacity as an outside director to fulfill my supervisory function over the execution of duties by corporate officers, etc., from an independent standpoint, and to respond to the expectations of shareholders.

Personal history and concurrent employment, etc. * The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2020. The date of retirement is shown if the individual has already retired as an officer, etc. Apr. 1973 Joined Yokogawa Electric Works Ltd. (currently Yokogawa Electric Corporation) Apr. 2005 Vice President, Head of IA Business Headquarters, Yokogawa Electric Corporation Apr. 2006 Senior Vice President, Head of IA Business Headquarters, Yokogawa Electric Corporation Jun. 2006 Director and Senior Vice President, Head of IA Business Headquarters, Yokogawa Electric Corporation Apr. 2007 President and Chief Operating Officer, Yokogawa Electric Corporation Apr. 2013 Chairman and Chief Executive Officer, Yokogawa Electric Corporation Apr. 2015 Chairman, Yokogawa Electric Corporation Jun. 2015 Outside Director, HOYA Corporation (current) Jun. 2016 Director and Chairman of the Board, Yokogawa Electric Corporation Jun. 2018 Director of the Company (current), Chair of the Nomination Committee (current), Member of the Compensation Committee (current), and Member of the Independent Committee of Outside Directors (current) Jun. 2018 Advisor, Yokogawa Electric Corporation (current)

Activity on the Board of Directors and Committees

At meetings of the Board of Directors, Mr. Kaihori utilizes his Attendance (FY2019) abundant experience and knowledge as a corporate manager and his high level of management expertise and supervisory Board of Directors 100% (12/12) capabilities as he requests explanations and presents his Nomination Committee 100% (9/9) opinions, etc., as needed. In addition, as the chair of the Nomination Committee, he directs the secretariat of the Compensation Committee 100% (8/8) Committee, makes preparations for meetings of the Committee Audit Committee — and presides over its proceedings. He reports to the Board of Independent Committee of Directors on the results of the proceedings and responds to 100% (7/7) questions and comments at meetings of the Board of Directors. Outside Directors As a member of the Compensation Committee, he presents a variety of proposals to the Committee and responds to questions from other Committee members. He also requests explanations regarding the opinions of other members, and presents his own opinions as needed. The 108th Ordinary General Meeting of Shareholders 23 Reference Documents Proposal

Candidate Reappointment Ryuichi Murata Outside 8 Independent Current position and primary area of responsibility in the Company Director, Member of the Nomination Committee, Member of the Compensation Committee, and Member of the Independent Committee of Outside Directors Date of birth (age) April 12, 1948 (72 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 2 * a director General Meeting of Shareholders No. of the Company’s shares 260 as of March 31, 2020 held by the candidate *

Reasons for nomination as a director candidate As can be seen from his personal history, the candidate has abundant experience as a top executive of companies in the finance and leasing industries. He possesses a high level of insight into management and has excellent supervisory ability. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director and member of the Nomination Committee and the Compensation Committee, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.

Independence and neutrality

The candidate has experience serving as an officer of Mitsubishi UFJ Lease & Finance Company Limited. There is no transactional partnership between said company and the Company. The candidate has also served in the past as an officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.). However, the candidate retired from said position as officer in June 2009 and meets the Company’s “Requirements for the Independence and Neutrality of Outside Directors.” The candidate serves as an outside director of Kintetsu Group Holdings, Co., Ltd. Although there is a history of transaction between the Company and Kinki Nippon Tourist Co., Ltd., which is a subsidiary of said company, the amount was negligible (less than 0.02% of the consolidated sales of said subsidiary). The candidate also serves as an outside audit & supervisory board member of Noritake Co., Limited. However, there is no transactional relationship between said company and the Company. As explained above, the Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.

24 Eisai Co., Ltd. Proposal Dear Shareholders, With 2.7 million people infected, and over 190,000 deaths, the novel coronavirus that originated in China has created a pandemic, and is still doing enormous damage to Japan and other countries of the world. Under the “hhc philosophy,” the Company has already been engaged in the battle against this virus at a variety of stages, and it is hoped that it will subside and be overcome as soon as possible. “The greatest crisis of the post-war period.” “Our biggest trial since World War Two.” As indicated by the words of world leaders, it is having a significant impact on—and changing— Reference Documents everything, not only through human damage, but also in the economy, society, and daily lives of individuals. I will turn my thoughts to the “post-corona world” as soon as possible and implement measures to respond to it with a sense of urgency. I hope to play a role in this effort and fulfill my responsibilities to each stakeholder.

Personal history and concurrent employment, etc. * The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2020. The date of retirement is shown if the individual has already retired as an officer, etc. Apr. 1971 Joined The Mitsubishi Bank, Ltd. Jan. 2006 Senior Managing Director, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.) May 2006 Deputy President, The Bank of Tokyo-Mitsubishi UFJ, Ltd. May 2007 Deputy President resided in West Japan, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (retired in June 2009) Jun. 2009 Deputy President, Mitsubishi UFJ Lease & Finance Company Limited; concurrently served as Executive Officer, Mitsubishi UFJ Lease & Finance Company Limited Jun. 2010 President & CEO (Representative Director), Mitsubishi UFJ Lease & Finance Company Limited Jun. 2012 Chairman (Representative Director), Mitsubishi UFJ Lease & Finance Company Limited Jun. 2016 Audit & Supervisory Board Member (Outside), NORITAKE CO., LIMITED (current) Jun. 2017 Outside Director, Kintetsu Group Holdings Co., Ltd. (current) Jun. 2017 Advisor to the Board, Mitsubishi UFJ Lease & Finance Company Limited Jun. 2018 Director of the Company (current), Member of the Nomination Committee (current), Member of the Compensation Committee (current), and Member of the Independent Committee of Outside Directors (current) Jul. 2018 Special Advisor, Mitsubishi UFJ Lease & Finance Company Limited (current)

Activity on the Board of Directors and Committees

At meetings of the Board of Directors, Mr. Murata utilizes his Attendance (FY2019) abundant experience and knowledge as a corporate manager Board of Directors (12/12) and his high level of management expertise and supervisory 100% capabilities as he requests explanations and presents his Nomination Committee 100% (9/9) opinions, etc., as needed. As a member of the Nomination Compensation Committee 100% (8/8) Committee and Compensation Committee, he presents a variety Audit Committee — of proposals to the Committees and responds to questions from Independent Committee of other Committee members. He also requests explanations (7/7) Outside Directors 100% regarding the opinions of other members, and presents his own opinions as needed.

The 108th Ordinary General Meeting of Shareholders 25 Reference Documents Proposal

Candidate Reappointment Hideyo Uchiyama Outside 9 Independent Current position and primary area of responsibility in the Company Director, Chair of the Audit Committee, and Member of the Independent Committee of Outside Directors Date of birth (age) March 30, 1953 (67 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 2 * a director General Meeting of Shareholders No. of the Company’s shares 260 as of March 31, 2020 held by the candidate *

Reasons for nomination as a director candidate As can be seen from his personal history, the candidate has expertise as a certified public accountant. At the same time, he has abundant experience as the head of an audit firm and top executive of a global consulting firm. He also has a high level of insight into management as well as excellent supervisory ability. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director and chair of the Audit Committee, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.

Independence and neutrality

The candidate has experience serving as an officer of KPMG Japan. There is no steady transactional relationship between the group companies of KPMG Japan and the Company. The candidate currently serves as an advisor of Asahi Tax Corporation. However, there is no transactional relationship between said company and the Company. The candidate serves as an outside director of Sompo Holdings, Inc. The Company has insurance policy transactions with an insurance company affiliated with said company. However, the value of said transactions is negligible (less than 0.01% of said insurance company’s net premium income). The candidate also serves as an outside audit & supervisory board member of OMRON Corporation. However, there is no transactional partnership between said company and the Company. As explained above, the Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.

26 Eisai Co., Ltd. Proposal Dear Shareholders, During the 2 years since I was elected to be a director of the Company, I have had the opportunity to learn about the expectations toward independent outside directors, by visiting the actual site of hhc activities, interacting with patients, and meeting directly with institutional investors. In my role as an independent outside director of the Company, it is my desire to consider what should be done with an aim toward continued increase of corporate value under the human health care concept, in light of those experiences, and fulfill my supervisory function. As a leading company in the area of governance, Eisai must always be evolving. To accomplish Reference Documents this, it will be vital to always incorporate unique perspectives on governance and unique mechanisms, without sticking to established precedent. As an independent outside director, I will make use of the international and domestic management experience gained at audit firms and through the professional practice of financial auditing, and in accordance with the above policy, I will fulfill my oversight and supervision duties to enable Eisai Co., Ltd. to achieve sustainable growth— through the implementation of “EWAY 2025”—and enhance its corporate value.

Personal history and concurrent employment, etc. * The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2020. The date of retirement is shown if the individual has already retired as an officer, etc. Nov. 1975 Joined Arthur Young & Company Dec. 1979 Joined Asahi Accounting Company (currently KPMG AZSA LLC) Mar. 1980 Registered as Certified Public Accountant Jul. 1999 Representative Partner, KPMG AZSA LLC May 2002 Board Member, KPMG AZSA LLC Jun. 2006 Executive Board Member, KPMG AZSA LLC Jun. 2010 Managing Partner, KPMG AZSA LLC, Chairman, KPMG Japan Sep. 2011 Chairman, KPMG Asia Pacific Oct. 2013 CEO, KPMG Japan (retired in June 2015) Sep. 2015 Executive Advisor, ASAHI Tax Corporation (current) Jun. 2016 Audit & Supervisory Board Member (Outside), OMRON Corporation (current) Jun. 2017 Audit & Supervisory Board Member (Outside), Sompo Holdings, Inc. Jun. 2018 Director of the Company (current), Chair of the Audit Committee (current), and Member of the Independent Committee of Outside Directors (current) Jun. 2019 Outside Director, Sompo Holdings, Inc. (current) * Hideyo Uchiyama, as a certified public accountant, has considerable knowledge and experience related to financial accounting and auditing.

Activity on the Board of Directors and Committees

At meetings of the Board of Directors, Mr. Uchiyama utilizes his Attendance (FY2019) specialized knowledge as a certified public accountant as well as Board of Directors (12/12) his high level of management expertise and supervisory 100% capabilities as the top leader of an audit firm, as he requests Nomination Committee — explanations and presents his opinions, etc., as appropriate. In Compensation Committee — addition, as the chair of the Audit Committee, he directs the secretariat of the Committee, makes preparations for meetings Audit Committee 100% (13/13) of the Committee and presides over its proceedings. He reports Independent Committee of 100% (7/7) to the Board of Directors on the results of the proceedings and Outside Directors responds to questions and comments at meetings of the Board of Directors. Furthermore, he witnesses audits of the independence and appropriateness of the Accounting Auditor. The 108th Ordinary General Meeting of Shareholders 27 Reference Documents Proposal

Candidate 10 Hideki Hayashi Reappointment Current position and primary area of responsibility in the Company Director, Member of the Audit Committee Date of birth (age) November 22, 1957 (62 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 1 * a director General Meeting of Shareholders No. of the Company’s shares 30,349 as of March 31, 2020 held by the candidate *

Reasons for nomination as a director candidate The Company’s corporate governance guidelines call for appointing inside directors who have abundant experience working within the Company to serve as members of the Audit Committee. In this regard, the candidate has a wealth of experience and knowledge acquired through work related to business development, R&D, corporate planning, information systems, Japan business, etc., and through duties as a corporate officer. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director and member of the Audit Committee, (2) qualifications and capabilities as a director, (3) in-house experience, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as a director.

28 Eisai Co., Ltd. Proposal Dear Shareholders, With the worldwide spread of the novel coronavirus, as well as the occurrence of torrential rain, major earthquakes, and other natural disasters, the environment surrounding the Company has become increasingly severe and difficult to predict with each year. It is therefore particularly important that we sufficiently consider company-wide risk management and implement thorough measures to maintain and improve corporate value. As a director and Audit Committee member who came from within the Company, I will carry out my oversight and supervision responsibilities to ensure the appropriate execution of various efforts that will lead to an improvement of the Company’s corporate value in the future, such as the Company’s development of new Reference Documents pharmaceuticals, new health care solutions the Company carries out as an hhc company, business continuity plans in the event of a disaster, efforts related to the natural environment, and other ESG activities, in light of my experiences with the various types of work to which I have been assigned in the past as a corporate officer. It is my desire to respond to the expectations of our shareholders, as well as society, Eisai employees, and our other many stakeholders, through these activities.

Apr. 1981 Joined the Company Apr. 2004 Senior Director, Business Development Department of the Company Jun. 2005 Vice President of the Company Jun. 2006 Assigned to Business Development of the Company Jun. 2007 Senior Vice President of the Company Jul. 2009 Chief Product Creation Officer, Eisai Product Creation Systems of the Company Jun. 2010 Executive Vice President of the Company Jun. 2011 Assigned to IR of the Company Jun. 2012 Representative Corporate Officer and Deputy President of the Company Jun. 2012 Assigned to Global Business Development of the Company Jun. 2012 President, Eisai R&D Management Co., Ltd. Jun. 2014 Representative Corporate Officer, CPCO, and CIO of the Company Jun. 2014 Chief Information Officer of the Company Oct. 2014 Representative Corporate Officer, Corporate Planning & Strategy and CIO of the Company Oct. 2014 Assigned to Corporate Planning & Strategy of the Company Apr. 2016 Representative Corporate Officer, Japan Business, and CIO of the Company Apr. 2016 Assigned to Japan Business of the Company Apr. 2016 Assigned to Dementia Solution Headquarters of the Company Apr. 2017 Assigned to hhc Solution Headquarters of the Company Jun. 2019 Director of the Company (current) and Member of the Audit Committee (current)

Activity on the Board of Directors and Committees

At meetings of the Board of Directors, Mr. Hayashi utilizes his Attendance (FY2019) abundant experience within the Company and high level of management expertise and supervisory capabilities as he Board of Directors 100% (10/10) requests explanations and presents his opinions, etc., as Nomination Committee — needed. Further, as a member of the Audit Committee, he Compensation Committee — directed the daily operation of the Management Audit Department and worked to raise the quality of audit activities, in Audit Committee 100% (10/10) Independent Committee of addition to conducting audits through attendance at important — meetings and visiting audits at subsidiaries, etc. In addition to Outside Directors explaining audit activities he had conducted, at meetings of the * Because Hideki Hayashi was newly appointed to be a director and assumed his post at the 107th Ordinary General Meeting of Audit Committee, he presented his own opinions regarding Shareholders held on June 20, 2019, his attendance at meetings agenda items and report items as needed. of the Board of Directors and the Audit Committee indicates attendance at meetings beginning on June 20, 2019.

The 108th Ordinary General Meeting of Shareholders 29 Reference Documents Proposal

Candidate New Yumiko Miwa Outside 11 Independent Current position and primary area of responsibility in the Company None Date of birth (age) October 12, 1965 (54 years of age) * as of June 19, 2020 No. of years served as as of the close of this Ordinary 0 * a director General Meeting of Shareholders No. of the Company’s shares 0 as of March 31, 2020 held by the candidate *

Reasons for nomination as a director candidate As can be seen from her personal history, the candidate is a specialist in ESG and corporate governance. Although she has not been directly involved with management, her field of research has given her a deep knowledge of ESG, corporate governance, and socially responsible investment, that gives her a high level of insight into management and excellent supervisory capabilities. In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) qualifications and capabilities as a director and (2) career background, etc. Having determined that the candidate is capable of objectively executing her management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate as a new director.

Independence and neutrality

The candidate is not concurrently employed by any company or organization with a relationship of interest with the Company or its subsidiaries and associated companies. The Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute her duties as an outside director.

30 Eisai Co., Ltd. Reference Documents 31 Proposal The 108th Ordinary General Meeting of Shareholders , Eisai has worked increase to the Company’s human health care . In particular, I would contribute like to the growth to diversity of inthe BoardDirectors of hhc Member, Fund Management Committee, National Federation of Mutual Aid Associations for Fund Management Committee, Member, Municipal Personnel (current) Assistant Professor, School of Commerce, Meiji University School of Commerce, Assistant Professor, Pension Fund Association for Local Government Fund Management Committee, Officials Member, Meiji University (current) School of Commerce, Professor, of Business, University of Michigan Stephen M. Ross School Visiting Professor, College of Economics, Rikkyo University Part-time Lecturer, Nihon University (current) College of Commerce, Part-time Lecturer, Joined Nomura Securities Co., Ltd. Meiji University Full-time Assistant, School of Commerce, Meiji University School of Commerce, Full-time Lecturer, through perspective my as a woman, engage proactively in dialogue with shareholders and other stakeholders, while at the same time contributing the improvement to the of Company’s value. corporate We can think of the improvement of corporate governance as conducting dynamic corporate dynamic corporate conducting as governance corporate of improvement the of think can We management while at the same time managing the various risks that companies face. Under of Philosophy Corporate the corporate value and the common interests shareholders, of as well aspatient value. The Company has proactivelyestablished internal control systems and engaged in dialogue with institutional corporate investors, Eisai’s etc. governance reform has garnered high praise. I have conducted research focused on institutional investors, corporate governance, engagement with institutional investors, and investment. ESG As an independent outside I willdirector, utilize the findings that of research fulfill to oversight my and supervision duties so that the Company can carry out its management strategies based on the Corporate Philosophy of

2020 2000 2002 2006 2013 2020 1988 1996 1997 2005

Dear Shareholders, T individual has already retired as an officer, etc. Personal history he notation “(current)” is shown for positions held as officers, 2020.13, as Theof Mayetc., date of retirement is shown if the Apr. Apr. Apr. Oct. Apr. Apr. Apr. Apr. Apr. Apr. * Reference Documents Proposal

● Conclusion of Limitation of Liability Contracts with Director Candidates (Overview of Contract Content) The Company has limitation of liability contracts in force with 9 candidates for re-election as director (excluding those serving as executive directors, etc.), as per Article 38, Paragraph 2, of the Company’s Articles of Incorporation, which is stipulated based on Article 427 of the Companies Act. Upon appointment at this Ordinary General Meeting of Shareholders, the Company intends to enter into said contract with the 1 new candidate for director as well. In the event that any of the Company’s directors (excluding those serving as executive directors) cause damage to the Company despite performing his/her duties in good faith and without gross negligence, the maximum liability for damages is the minimum liability amount stipulated in Article 425, Paragraph 1, of the Companies Act.

● Confirmation of Votes for or against the Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders All 6 candidates for re-election as outside director voted in favor of the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (hereinafter the Policy) at the meeting of the Independent Committee of Outside Directors held on April 7, 2020. In addition, all 4 inside director candidates voted in favor of the Policy*1. The 1 outside director candidate was thoroughly briefed on the background to the adoption of the Policy, its characteristic mechanisms, the state of deliberation by the Independent Committee of Outside Directors, and the content of the Policy, and the outside director candidate’s vote in favor of the Policy was confirmed. Although the Policy has been adopted by the Company, the stance of each director candidate on the Policy is listed every year in the reference documents included with the Notice of Convocation of the General Meeting of Shareholders. The mechanism is designed to enable the reflection of the opinions of shareholders.

● Expected Appointment of Director Candidates The 11 director candidates are expected to assume their posts following election at this Ordinary General Meeting of Shareholders, as indicated below.

Expected appointment and hhc Independent Nomination Audit Compensation Committee Name primary area of responsibility Governance Committee Committee Committee Committee 2 of Outside at the Company * Directors Director, Representative Haruo Naito Corporate Officer and CEO Chair of the Board of Directors Yasuhiko Katoh (outside) Chair Member Hirokazu Kanai Director Member

Daiken Tsunoda Director (outside) Member Member Member

Bruce Aronson Director (outside) Member Chair Member Member

Yutaka Tsuchiya Director

Shuzo Kaihori Director (outside) Chair Member Member Member

Ryuichi Murata Director (outside) Member Member Member Member

Hideyo Uchiyama Director (outside) Chair Member Member

Hideki Hayashi Director Member

Yumiko Miwa Director (outside) Member Member Member

(Note) ‌This list does not show the chair of the Independent Committee of Outside Directors as it will be determined through mutual vote at the meeting of the Independent Committee of Outside Directors scheduled to be held after the close of this Ordinary General Meeting of Shareholders. *1 See pages 68 through 69, 78 through 79, and 177 through 185 for details on the Policy. *2 In FY2020, the Outside Directors Meeting was renamed the “hhc Governance Committee,” which is clearly positioned as a committee within the Board of Directors.

32 Eisai Co., Ltd. Proposal

Requirements for the Independence and Neutrality of Outside Directors Revised: Revised August 2, 2017

1. A n Outside Director must neither currently be nor in the past have been an Officer (see Note 1 below) or an employee of Eisai or any of its affiliated companies (“Eisai Group”). 2. An Outside Director’s economic independence and neutrality from Eisai Group and specified enterprises, etc., is ensured by satisfying the following requirements: Reference Documents 1) None of the following shall be applicable to the Outside Director within the past five years: a. Having been an Officer or employee of an enterprise, etc., of a Major Business Partner (see Note 2 below) of Eisai Group, or otherwise an Officer or employee of an enterprise, etc., conducted by a Major Business Partner of Eisai Group; b. Regardless of the value of the transaction, having been an Officer or employee of an enterprise, etc., with whom Eisai conducts necessary transactions, Eisai’s audit corporation, or any other enterprise, etc., that has a relationship of substantive interest with Eisai Group; c. Having been an Officer or employee of a person or an enterprise, etc., who is a Major Shareholder (see Note 3 below) of Eisai or of an enterprise, etc., in which Eisai Group is a Major Shareholder; d. Excluding Officer compensation from Eisai Group, having directly received a Large Amount (see Note 4 below) of money or other property as a provider of professional services, etc. (i.e., a consultant, a lawyer, an accountant, etc.); e. Having received a Large Amount of money or other property from Eisai Group as a contribution or having been an Officer or employee of an entity, organization, etc., that has received such a contribution; or f. H aving been an Officer or employee of an enterprise, etc., which enterprise, etc., had an Officer, etc., who was at the same time an Officer, etc., of Eisai Group; 2) Even if more than five years has passed, the Nomination Committee must evaluate (see Note 5 below) the relationship with the enterprise, etc., in each item of the preceding clause 2(1) and determine that independence and neutrality is ensured; and 3) In addition, from the perspectives of independence and neutrality, there must not be any other reason that would impede the performance of the duties as an Outside Director. 3. A n Outside Director must not be a close relative of, or have a similar relationship to (see Note 6 below), or otherwise derive such person’s sole livelihood through a relationship with, any of the following persons: 1) An Officer or Important Employee (see Note 7 below) of Eisai Group; or 2) Based on the requirements of paragraph 2 of this Article 13 above, those as determined by the Nomination Committee whose independence and neutrality from Eisai Group or from specified enterprises, etc., are not ensured. 4. A n Outside Director must not have reason for the threat arising of a significant conflict of interest in the performance of the duties as a Director, and the judgment of an Outside Director must not be threatened to be affected by a relationship of interest. 5. T he requirements for the independence and neutrality of Outside Directors provided in this Article continue to apply after the appointment as Director. Note 1: “Officer” means Director, Corporate Officer, Statutory Auditor and other officers, etc. Note 2: “ Major Business Partner” means (i) an enterprise, etc., for which 2% or more of its or the Eisai Group’s sales in any of the past five fiscal years have been sales, or compensation for work or transactions, to or from, as applicable, the Eisai Group, and (ii) a financial institution which has outstanding loans to the Eisai Group whose principal aggregate amount equals or exceeds 2% of the Eisai Group’s consolidated total assets. Note 3: “ Major Shareholder” means a person who, or an enterprise, etc., that, directly or indirectly holds the voting rights to 10% or more of the general voting rights in any of the past five fiscal years. Note 4: “ Large Amount” means, in any of the past five fiscal years: ¥10 million in the case of remuneration for professional services or compensation for work or transactions, ¥10 million in the case of contributions, or the greater of 2% of the total income or operating income of entities or organizations receiving contributions. Note 5: “ Evaluate” means the Nomination Committee’s evaluation regarding the Outside Director’s relationship with the relevant enterprise, etc., based on the following factors: 1) Shareholding or stock options ownership in the relevant enterprise, etc.; 2) Post-retirement remuneration, company pension, etc., from the relevant enterprise, etc.; and 3) Human interaction between the Eisai Group and the relevant enterprise, etc. Note 6: “ A close relative of, or have a similar relationship to” means a relative within two degrees of kinship or having a human relationship that can be reasonably recognized as that which would impede the execution of the individual’s duties as an Outside Director, such as a personally interested individual. Note 7: “ An Important Employee” means an employee with a title of at least the head of a section.

The 108th Ordinary General Meeting of Shareholders 33 Attachments to the Notice of Convocation of the 108th Ordinary General Meeting of Shareholders Business Report for the 108th Fiscal Year (from April 1, 2019, to March 31, 2020)

I. Current Status of the Group

1 Management Policy 1. Corporate Philosophy Executing the Company’s business based on a clear understanding that patients as well as their families and consumers are the key players in health care is the Company’s Corporate Philosophy. The Corporate Philosophy was approved at the June 2005 General Meeting of Shareholders, incorporated into the Company’s Articles of Incorporation as the “human health care” (hhc) Philosophy, and shared throughout the Group. (See Article 2 of the Articles of Incorporation on page 161).

To give first thought to patients and their families, and increase the benefits that health care provides to them

Our Corporate Philosophy guides us in our decision-making. It expresses who we value and why we do our work – in other words, the reason we have come together as a company, and the Company’s purpose. For each employee to implement the Corporate Philosophy to give first thought to patients and their families, and increase the benefits that health care provides to them, we believe that it is important that they first get close to patients and see the situation through their eyes. That is why the Group recommends that all of its employees carry out socialization* and spend 1% of their working hours (or about 2.5 days per year) with patients. It is through such activities (hhc activities) that employees pick up on the thoughts and feelings of patients that might not necessarily always be expressed in words. Such activities are being carried out around the world under about 600 themes each year. Here is just a sampling of such activities. * An activity implemented to pick up on the true hhc needs of patients (such as their dreams, hopes, yearning and issues requiring solving) by spending time with patients, their families, and consumers, sharing experiences with them, and empathizing with their tacit knowledge (such as their emotions, thoughts and feelings that cannot necessarily be expressed, and the reality of the environment in which they spend their daily lives).

Socialization with Cancer Patients (Japan) Researchers involved in the discovery of anticancer agents at the Tsukuba Research Laboratories carried out socialization with cancer patients. After listening to a talk by patients about their own struggles with cancer, the researchers engaged in a round-table discussion with the patients. Hearing a patient speak of how extremely difficult it was to have to voluntarily swallow a medicine that the patient knew would have side effects, the researchers vowed anew to commit themselves to discover a drug with few side effects that would enable patients to focus on their treatment with peace of mind. The round-table discussion with patients

34 Eisai Co., Ltd. Current Status of the Group

Production of an Epilepsy Diary (Philippines) Through socialization with adolescent epilepsy patients, local employees in the Philippines came to understand that the patients wanted to manage their unforeseeable seizures and express themselves vividly. They therefore asked patients to pick up a pencil and express their feelings, dreams for the future, and other thoughts through drawings. Those pictures were incorporated into the design of an epilepsy diary to be used for the management of their disease, the drugs being taken, and so on. The diary proved very popular, and more than 5,000 copies have been distributed to date.

Patients drawing pictures Report Business

The Production of a Picture Book Depicting the Steps of Breast Cancer Treatment (France) Through socialization with breast cancer patients in France, local employees found that the patients were dealing with their fear for the future and worries on their own. They were in need of a way to feel connected to others with whom they could share their feelings. With the cooperation of a specialist physician and an illustrator, who had herself experienced breast cancer, a picture book that depicted the steps in breast cancer treatment was produced. The picture book affectionately depicts topics such as how to come face-to-face with the treatment and how to spend daily life as well as offering advice on the issues distinctive to women. It has been received highly by patient organizations, physicians, and A snippet from the picture book (a woman nurses. whose breast cancer went into remission)

Socialization with Patients of Lymphatic Filariasis (Indonesia) Employees from subsidiaries in Asia gathered in Indonesia and worked together with the local government, healthcare professionals, medical students and others to carry out socialization with patients of lymphatic filariasis. They listened to patients talk about their thoughts and feelings as well as their living environment, and thought together about ways to respond further to needs in the future. More than 100 million Indonesians live in areas where there is a chance of infection with lymphatic filariasis. The Company has been involved in related activities in the region even before this, including building awareness of the disease and providing medication for treatment. Going forward, the Company will continue its Listening attentively to patients activities to eliminate this disease.

The 108th Ordinary General Meeting of Shareholders 35 Business Report Current Status of the Group

2. Business to Be Addressed Expectations toward pharmaceutical companies include not only contributing to the treatment of diseases through innovative new drugs but also fulfilling an even larger role in the extension of healthy life expectancy through the achievement of preventive and preemptive medicine. On the other hand, the business environment surrounding the pharmaceutical industry is changing substantially, such as global increases in moves to curb medical expenses. The Group is aiming to solve societal issues through promotion of the Medium-Term Business Plan “EWAY 2025.”

(1) Medium-Term Business Plan “EWAY 2025” Under “EWAY 2025,” which was launched in FY2016, we aim to achieve the following 3 strategic intents.

❶ Aim to support patients’ thought: “I do not want to get sick. I want to know if I get sick, and I want to be cured” ❷ Aim to support patients’ thought: “I want to manage my disease in my neighborhood and safely spend the rest of my life with peace of mind” ❸ Focus on a business domain where Eisai can discover Ricchi (opportunities) based on human health care (hhc) needs and fulfill them with Eisai innovation.

At the foundation of these strategic intents is the hhc Corporate Philosophy of the Group. Spending time with patients and understanding their true needs create the strong motivation that becomes the source of the Group’s innovation. With neurology (nervous system) and oncology (cancer) positioned as the key strategic areas, we are accelerating drug discovery and the maximization of its value as well as building an ecosystem platform.

(2) “EWAY 2025”: Main Progress and Initiatives (a) Neurology The Group is devoting its greatest focus in neurology on Alzheimer’s disease (AD) and the dementia area. AD is a disease that progresses with pathological continuity (AT(I)N) from amyloid (A) to tau protein (T), neuroinflammation (I) and neurodegeneration / neurological damage (N). The Group is engaged in comprehensive drug discovery that targets these AT(I)N. The development of 2 disease-modifying drugs against amyloid (A), intended for the treatment of early Alzheimer’s disease, is progressing through a partnership with Biogen. In regard to the anti- amyloid β (Aβ) antibody aducanumab (generic name), work aiming for the early completion of the filing of an application for approval is progressing in the U.S. In Japan and Europe, discussions with regulatory authorities continue toward the filing of applications. Meanwhile, based on the favorable results of large-scale Phase II studies, a single Phase III study (Clarity AD) for the purpose of validation is underway for anti-amyloid β (Aβ) protofibril antibody BAN2401 with the aim of obtaining results for primary endpoints in the 2nd Quarter of FY2022. In regard to BAN2401, preparations are underway for a Phase III study (AHEAD3-45) on the prevention of the onset of AD, scheduled to be held jointly with the Alzheimer’s Clinical Trials Consortium (ACTC), which is a U.S. academia network related to clinical studies.

36 Eisai Co., Ltd. Current Status of the Group

Toward maximization of the value of disease-modifying drugs, we are aiming to establish testing and diagnosis methods for cognitive functions. For the diagnosis of AD stages, in addition to biomarker diagnosis using cerebrospinal fluid, joint development is being carried out with Sysmex Corporation on an easy-to-use amyloid β measurement technique using blood. As an approach toward tau proteins (T), the Phase I study of E2814 is underway. E2814 is an anti- tau antibody that was created through joint research with the University College London. Meanwhile, as exploratory research with a focus on immuno-dementia, we established the Eisai Center for Genetics Guided Dementia Discovery (G2D2) in Cambridge, Massachusetts in the United States in 2019. Drug discovery research targeting the regulation of microglia, which are associated with neuroinflammation, is in progress. As a project related to the regeneration and modification of synapses, research is progressing toward the introduction of clinical studies for the Tsukuba Research Laboratories’ E2511 and the KAN Research Institute, Inc.’s EphA4 Project. Furthermore, for the treatment of Dementia with Lewy bodies, Phase II/III studies are underway for E2027, which is a

phosphodiesterase (PDE) 9 inhibitor that was discovered in-house. Report Business

(b) Oncology In Oncology, efforts toward value maximization of Lenvima – the in-house discovered and developed anticancer agent under co-development and co-promotion with U.S. Merck – are progressing steadily. As monotherapy, the high response rate of Lenvima toward hepatocellular carcinoma that was seen in clinical studies has also been confirmed in clinical use, and the anticancer agent is contributing to the transformation of treatments for hepatocellular carcinoma. In relation to the LEAP study of Lenvima as combination therapy with U.S. Merck’s anti-PD-1 antibody Keytruda (generic name: pembrolizumab), the first approval of the combination therapy was obtained in September 2019 for the indication of endometrial carcinoma. Additionally, studies for 13 indications and 7 types of cancer, including hepatocellular carcinoma (first-line), which has received the FDA’s designation as a breakthrough therapy, renal cell carcinoma (first-line), and endometrial carcinoma, are progressing steadily as are basket trials, including those for stomach cancer. We will aim to establish a backbone therapy through the combined use of Lenvima and Keytruda. Activities have commenced to understand and target, through liquid biopsies, the genetic alterations that bring about canceration and growth, invasion, recurrence, metastasis, resistance to treatment, and other states in each cancer stage, such as precancerous, super-early, early and advanced stages. We are working with Bristol-Myers Squibb to promote joint research that utilizes the RNA splicing platform of H3 Biomedicine Inc., which is the Company’s U.S. subsidiary, for the development of new treatments that enhance the effectiveness of cancer immunotherapy. Furthermore, Phase I studies are underway for E7386, a modulator of genetic mutations in Wnt/β-catenin signaling pathways. As for breast cancer, Phase II studies are underway for H3B-6545, which covalently inhibits downstream signals and suppresses proliferation of breast cancer cells in both the wild type and mutant type of estrogen receptor (ER) α.

The 108th Ordinary General Meeting of Shareholders 37 Business Report Current Status of the Group

(c) Construction of a Dementia Ecosystem Platform By spending time with dementia patients and their families through socialization carried out on the basis of the Corporate Philosophy, the Group has identified the following 3 concerns among patients and their families. 1) When will my symptoms develop? 2) What can I do to prevent it? 3) I don’t want to become a burden on my family. Various research in recent years show that reviewing and changing a person’s lifestyle habits, such as by carrying out regular exercise or eating a well-balanced diet, may possibly decrease the risk of a reduction in brain health. Surveys by the Company show that there are not many people who understand correct preventive actions and have made them habitual. Neither are there many people who check their cognitive functions. Chasms exist in disease understanding for the implementation and habituation of preventive actions. To fill this huge gap, we are promoting the construction of “easiit,” which is a dementia platform based on two-way communication. On the basis of a data set that includes biomarker-related disease modifying drugs under development, we will incorporate into easiit cognitive function data linked to the NouKNOW digital tool (non-medical device) that was newly launched in Japan for carrying out self-checks of a person’s level of brain health, along with user data, such as those related to sleep, diet and exercise. In this way, we will deliver to users appropriate information on prediction and prevention. With the dementia platform as a foundation, we will construct a dementia ecosystem with pharmaceutical companies, government, health care, nursing care, diagnostic drugs, information technology and insurance companies as partners. By doing so, we will aim to achieve not only medical innovation that maximizes the value of disease-modifying drugs but also the realization of innovation that will change society.

eope iin it eenti n teir iies rite insurne ei institutions nortion on peope nortion on preition onitie untions n preention in i ie itness us inosti toos utooie nuturers ■ Collaboration on products and services that will be useful in the prevention of dementia as well as the Reutor utorities maintenance and Reti usinesses enhancement of cognitive functions ■ Use of lifelog data to improve the accuracy of diagnostic niersities measurement technologies ursin oes and prediction of cognitive reser ornitions functions, and support n ioentures optimal diagnosis and therapeutic intervention

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38 Eisai Co., Ltd. Current Status of the Group

3. Basic Policy for Capital Strategy Aiming to improve shareholder value, the Group’s capital policy revolves around “medium- to long- term Return on Equity (ROE) *1 management,” “stable and sustainable shareholder returns,” and “value-creative investment criteria,” on a foundation of ensuring financial soundness.

(1) Medium- to Long-term ROE Management The Group views ROE as an important indicator related to the creation of sustained shareholder value. In terms of medium- to long-term ROE management, the Group aims for an ROE that exceeds the cost of capital to create a truly positive equity spread*2 by continually improving profit margins, financial leverage, and asset turnover in the medium- to long-term.

(2) Stable and Sustainable Shareholder Returns In accordance with the stipulations of the Articles of Incorporation, the Company’s Board of Directors

returns profits to all shareholders in a stable and sustainable way based on factors such as a healthy Report Business balance sheet and comprehensive consideration of the consolidated financial results, Dividends on Equity (DOE*3), and free cash flow, as well as taking into consideration the signaling effect. Because DOE indicates the ratio of dividends to consolidated net assets, the Group has positioned it as an indicator that reflects balance sheet management and, consequently, capital policy. Acquisition of treasury stock will be carried out appropriately after factors such as the market environment and capital efficiency are taken into account. The Group uses the ratio of equity attributable to owners of the parent and net debt ratio (Net DER) as indicators to measure a healthy balance sheet.

(3) Value-creative Investment Criteria To ensure that strategic investments create shareholder value, the Group invests selectively using its Value-creative Investment Criteria based on Net Present Value and the Internal Rate of Return spread using a risk-adjusted hurdle rate.

*1 ROE (Profit ratio to equity attributable to owners of the parent) = Profit attributable to owners of the parent/ Equity attributable to owners of the parent *2 Equity spread = ROE - Cost of owners’ equity *3 DOE (Dividend on equity attributable to owners of the parent ratio) = Total amount of dividends/ Total equity attributable to o wners of the parent

Capital Strategy for Creating Value for Shareholders

Sustainable creation of value for shareholders

eiu to onter Return te n ustine ueretie on uit R neent reoer Returns nestent in rot

4. Dividends Based on the basic policy described above aiming to provide sustainable and stable dividends to its shareholders, the Group has set the year-end dividend for FY2019 at ¥80 per share. With the interim dividend of ¥80 per share, the Group intends to pay the total dividend of ¥160 per share for the year (¥10 higher than the previous year).

The 108th Ordinary General Meeting of Shareholders 39 Business Report Current Status of the Group

5. Improvement of Non-financial Value To continue to achieve the Company’s Corporate Philosophy, there is a need to strive for sustainable growth through improvement of corporate value. Today, corporate value is a combination of financial value and non-financial value, which includes those in the area of the environment, society, and governance (ESG). The Company has established a department dedicated to the formulation and promotion of company-wide strategies related to ESG and the Sustainable Development Goals (SDGs). Sustainability advisory board meetings are held to discuss the vision of the Company’s ESG as well as receiving the recommendations and advice of external specialists. The whole Company engages proactively in efforts to improve the Company’s non-financial value, raise corporate value, and fulfill the commitment to make contributions to patients. (1) ESG and SDGs-related Initiatives Under fulfilled corporate governance, we are aiming to contribute to the achievement of a sustainable society by engaging proactively in initiatives for the resolution of challenges concerning the global environment and society. At the same time, we are working to raise corporate value. (See page 42 onward for details regarding the Company’s efforts in the area of the ESG.) Furthermore, in the Medium-Term Business Plan “EWAY 2025,” the Company set out a goal to become a Medico Societal Innovator – in other words, a company that changes society through the creation of medicines and provision of solutions. The Company is engaged in efforts to eradicate gaps around the world in available medical services and care through the provision of its products and services. From issues related to health and welfare to those related to job satisfaction, economic growth, gender equality, and the environment, we believe that our initiatives going forward will help solve the challenges faced by the world of the 21st century, and contribute to the achievement of a sustainable society and the 17 SDGs adopted in September 2015 at the United Nations summit.

No Poverty ⃝Through efforts for the improvement of access to medicines by developing and emerging countries, we aim to contribute to economic growth resulting from good health and well-being and the expansion of the middle-income group

Good Health and Well-being ⃝ Discovery of innovative drugs ⃝ Offering solutions that go beyond the supply of pharmaceutical products ⃝ Engaging in efforts toward the elimination of neglected tropical diseases that are widespread in developing countries

Reduced Inequalities ⃝ Providing the Company’s products at affordable prices in developing and emerging countries (affordable pricing)

Partnerships for the Goals ⃝ Toward the creation of innovation in key strategic areas or the expansion of access to medicines, forming partnerships with other companies, UN organizations, non-profit organizations, research institutions, academia, and other groups

40 Eisai Co., Ltd. Current Status of the Group

(2) Human Rights Initiatives The Company is a member of the UN Global Compact, which is an international initiative for taking action as a good corporate citizen for the realization of sustainable growth. We proactively undertake the Ten Principles of the UN Global Compact, which are related to the respect of human rights, the elimination of unfair labor practices, the environment, and the prevention of corruption, and fulfill our responsibility toward international society. In regard to human rights, efforts to prevent human rights violations not only at Eisai Network companies (ENW)*1 but also among our business connections within the supply chain are necessary. With the objective of understanding human rights issues in Japan and abroad, the Company implements awareness-building activities, such as related training, e-learning, and calls for the submission of slogans. The ENW Charter of Business Conduct (see page 82 for details), which is an in-house canon on business activities, includes items on the respect of human rights. It is shared globally with all corporate officers and employees. In March 2019, we established the ENW Human

Rights Policy to indicate the concrete policies that the Company should undertake. Based on the UN Business Report Guiding Principles on Business and Human Rights, which provides international guidelines, we will assess human rights risks correctly, execute human rights-related due diligence*2 for carrying out appropriate response, and continually fulfill our responsibility toward ensuring human rights. G (3) Outside Assessment E ESG investment in which investment targets are decided on the basis of an evaluation of the ESG S efforts being made by a target company is increasing around the world. The Company has been highly recognized by ESG evaluation organizations around the world and has been selected as a constituent of major indexes in Japan and abroad. They include the FTSE4Good Index Series, Dow Jones Sustainability Asia Pacific Index, and all ESG indexes adopted by the Government Pension Investment Fund (GPIF) (FTSE Blossom Japan Index, MSCI Japan ESG Select Leaders Index, MSCI Japan Empowering Women Index (WIN), and the S&P/JPX Carbon Efficient Index).

2020 Constituent of MSCI Japan ESG Select Leaders Index

2020 Constituent of MSCI Japan Empowering Women Index (WIN)

*1 E NW (Eisai Network companies) refers to the corporate group composed of Eisai Co., Ltd., and its subsidiaries and associated companies. *2 The sequence of processes implemented by companies or organizations to identify, avoid and/or reduce, and deal with the adverse influences related to human rights.

The 108th Ordinary General Meeting of Shareholders 41 Business Report Current Status of the Group

G overnance Governance

6. Corporate Governance (1) Basic Approach to Corporate Governance Always aiming for the best corporate governance, the Company strives continually to enhance it as well. The Company believes that the focus of corporate governance is to respect the rights of all our shareholders, ensure the fairness and transparency of management, and enhance corporate vitality. The Company strives to enhance corporate governance by stipulating the following basic points of view and code of conduct in its “Corporate Governance Guidelines” and implementing the Guidelines accordingly. Please refer to pages 165 through 171 for more on the Corporate Governance Guidelines. (a) Shareholder Relations – The Company Shall: (i) Respect the rights of all shareholders; (ii) Ensure the equality of all shareholders; (iii) D evelop positive and smooth relations with the Company’s stakeholders including all shareholders; and (iv) E nsure transparency by properly disclosing Company information. (b) Corporate Governance System (i) The Company has adopted a company with a nomination committee, etc., system. (ii) T he Board of Directors (“the Board”) shall delegate to the corporate officers broad power of decision-making for business execution to the extent permitted by laws and regulations, and it shall exercise the function of management oversight. (iii) The majority of the Board shall be independent and neutral outside directors. (iv) T he Representative Corporate Officer and CEO shall be the only director who is concurrently a corporate officer. (v) To clarify the management oversight function, the positions of the Chair of the Board and the Representative Corporate Officer and CEO shall be separated and performed by different individuals. (vi) The Nomination Committee and the Compensation Committee shall be entirely composed of outside directors, and the majority of the Audit Committee shall consist of outside directors. (vii) The Chairs of the Nomination Committee, the Audit Committee and the Compensation Committee shall be outside directors. (viii) The Company shall have an hhc Governance Committee* consisting solely of outside directors. (ix) The internal control system and its operation shall be enhanced to ensure the credibility of financial reports.

The Company’s Corporate Governance System (as of May 13, 2020)

General Meeting of Shareholders

Board of Directors (11 members: 7 outside, 4 inside Chair: outside director) Management oversight Audit by Committee by Audit Appropriate reporting Audit Committee and proposal Nomination Compensation hhc Governance (5 members: Committee Committee Committee 3 outside, 2 inside (3 members: all outside) (3 members: all outside) (7 members: all outside) Chair: outside director) Monitoring/ verification Management Board of Directors Secretariat Report Audit Department

Operational Representative Corporate Officer and CEO division

Corporate officer responsible Corporate officers Accounting for internal control

Auditor Audit Internal Corporate Internal Audit Department Individual divisions/ Subsidiaries inside and outside Japan Development and operation of the internal control system

* In FY2020, the Outside Directors Meeting was renamed the “hhc Governance Committee,” which is clearly positioned as a committee within the Board of Directors. 42 Eisai Co., Ltd. Current Status of the Group

(2) Features of the Company’s Corporate Governance (a) Clear Separation of the Functions between Oversight of Management and the Execution of Business The central aspect of the Company's corporate governance is the clear separation of the oversight of management and the execution of business by fully utilizing the fact that it is a company with a nomination committee, etc., system. The Board of Directors with outside directors making up the majority is able to enhance the vitality of and devote its attention to management by entrusting a large portion of the decision-making authority over business execution to corporate officers to the extent permitted by laws and regulations. In accordance with the Companies Act, the Board of Directors has passed resolutions on rules for the “Systems for Ensuring Proper Business Operations” to establish specific internal controls that should be established and operated by corporate officers. (For more on the “Status of Establishment and Operation of Systems for Ensuring Proper Business Operations,” see pages 70 through 72.) In addition to the items set forth in the rules, corporate officers work to enhance and operate the internal controls within the scope of their responsibilities to secure autonomy and increase the speed and flexibility of business execution.

Under this structure, the Board of Directors also checks the status of execution of duties by Business corporate officers and inspects the appropriateness of the status of internal controls, such as the Report business execution and decision-making processes, from the perspectives of shareholders and society. Furthermore, in order to achieve a clear separation between the oversight of management and the execution of business, the Company has established that the chair of the Company’s Board of G Directors be an outside director and that the Representative Corporate Officer and CEO be the only E individual to concurrently serve as a corporate officer and a director. S (b) A Sustained, Autonomous Mechanism for Enhancement of Corporate Governance Centered on Outside Directors The presence of 7 independent outside directors, who account for the majority of the Board of Directors, supports the effectiveness of the Company’s corporate governance structure. As indicated in the diagram below, the Company has established and is operating a mechanism to enhance sustained, autonomous corporate governance centered on outside directors, including (1) a system of electing neutral and independent outside directors by a Nomination Committee, (2) operating the Board of Directors, etc., through the leadership of a chair who is an outside director, (3) an “hhc Governance Committee” for broad discussion of corporate governance, including dialogues with stakeholders and the consideration of a succession plan, etc., and (4) corporate governance evaluations that drive the Plan-Do-Check-Act (PDCA) cycle of the Board of Directors and each committee. We will continue to work to enhance the content of each of those efforts.

A Sustained, Autonomous Mechanism for Enhancement of Corporate Governance Centered on Outside Directors

(1) The Nomination Committee consists of 3 members, all of whom (1) The Chair of the Board of Directors is appointed from among are outside directors outside directors (2) Information on candidates is also collected from members of (2) The Chair of the Board of Directors proposes the Board of the Nomination Committee and all other directors and Directors agenda items for the year, annual themes, etc. former outside directors of the Company (3) A week before meetings of the Board of Directors, (3) Candidates are narrowed down after screening there is a meeting with the secretariat and Head for independence and presence of any Office staff regarding the content of agenda competitive activities, etc. items, materials, etc. (4) After the order of priority of requests for (4) The Chair of the Board of Directors draws appointment has been set, the Chair of Outside director Chair of the Board out knowledge from directors with diverse the Nomination Committee (outside backgrounds, enhances the quality of the director) submits to candidates appointment of Directors discussions among members of the Board requests for acceptance of system (Outside director) of Directors, and manages Board appointment meetings effectively and efficiently

(1) Review of Corporate Governance (1) Matters are discussed freely, with only Guidelines and internal control-related outside directors in attendance rules Corporate hhc (2) Proactive dialogues with stakeholders (2) The hhc Governance Committee governance Governance (3) Information regarding the succession compiles the results of evaluation of each evaluations Committee plan proposed by the CEO is shared and director, and proposes them, including discussed issues, to the Board of Directors (4) Corporate governance evaluations (including (3) Resolutions are passed by the Board of the evaluations made by each director) are Directors and disclosed in business reports, etc. summarized and proposed to the Board of (4) The PDCA cycle is driven by confirming, at Board Directors meetings, implementation status in regard to issues, etc. (5) As necessary, the Board of Directors and corporate officers are (5)Reviews of Board of Directors evaluations are conducted by an asked to consider issues, share information, etc. outside organization once every 3 years

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(3) FY2019 Efforts Related to Corporate Governance (a) Operations of the Outside Directors Meeting

Personnel 7 directors (7 outside directors) Chair: Outside director (1) Carry out broad discussions on the Company’s corporate governance and business matters, and work to make continuing improvements to the Company’s corporate governance. Duties, etc. (2) Report to the Board of Directors or notify the corporate officers as necessary about the items it has discussed. (3) Evaluate the effectiveness of the management oversight function of the Board of Directors. Status of holding FY2019: Held 8 times Attendance: All outside directors, 100% of meetings

■Status of Outside Directors Meeting Activities in FY2019 (1) Dialogues with stakeholders ・ The Outside Directors Meeting held an opinion exchange between outside directors and approximately 50 institutional investors, etc. (October 2019). ・ Outside directors visited individual institutional investors (April, May, November, and December 2019). ・ Outside directors visited KAN Research Institute and the sales office in Kobe to share information and hold discussions with young and middle-ranking employees (February 2020). (2) CEO succession ・ The Outside Directors Meeting shared information on and discussed the succession plan (September 2019 and March 2020). (3) Evaluation of the effectiveness of the Board of Directors ・ The Outside Directors Meeting conducted a corporate governance evaluation (a Self-review of the Corporate Governance Guidelines and the Internal Control Regulations, as well as a Board of Directors evaluation by individual directors) (April 2020). (4) Others ・ The Outside Directors Meeting discussed Board of Directors agenda items (July 2019). ・ The Outside Directors Meeting shared information on various issues related to the selection of directors by the Nomination Committee (July 2019). ・ The Outside Directors Meeting discussed items to be resolved and reported at meetings of the Board of Directors (December 2019). ・ The Outside Directors Meeting discussed ways of enhancing corporate governance (December 2019 to April 2020).

<< The Composition and Roles of the hhc Governance Committee>> 1 The hhc Governance Committee consists of all of the outside directors. 2 The hhc Governance Committee works to improve the management oversight function of the Board of Directors by proactively engaging in dialogues with stakeholders and using the findings from those dialogues to enrich discussions by the Board of Directors. 3 The hhc Governance Committee shares information and provides advice, etc., regarding the Representative Corporate Officer and CEO’s proposal for plans to nurture candidates to fill the role of Representative Corporate Officer and CEO in the future. The hhc Governance Committee rationally ensures the fairness of the CEO selection process on the Board of Directors by involving outside directors in the process. 4 The hhc Governance Committee evaluates the effectiveness of the management oversight function of the Board of Directors on an annual basis. If any issues emerge in the operations of the Board of Directors, etc., the hhc Governance Committee proposes relevant improvements to the Board of Directors. 5 The hhc Governance Committee carries out broad discussions on the Company’s corporate governance and business matters and works to make continuing improvements to the Company’s corporate governance. 6 The hhc Governance Committee reports to the Board of Directors or notifies the corporate officers as necessary about the items it has discussed.

44 Eisai Co., Ltd. Current Status of the Group

Message from the Chair of the Outside Directors Meeting

In FY2020, the Outside Directors Meeting was renamed the “hhc Governance Committee” and charged with the task of taking steps to further enhance the Company’s corporate governance. The organization’s predecessor, the Company’s Outside Directors Meeting, was established in 2008 to provide a forum for facilitating communication and mutual understanding among outside directors. Later, the Outside Directors Meeting became a core component of the Company’s corporate governance by ensuring the effective function of the role of outside directors. From sharing information on and discussing the CEO succession plan and compiling evaluations of the effectiveness of the Board of Directors to engaging in dialogues with patients, institutional investors, employees, and other stakeholders, the organization made outside directors vital parts of governance efforts. Since the establishment of the Tokyo Stock Exchange Governance Code, however, companies throughout Japan have accelerated their governance-reform efforts and taken a variety of related measures. To maintain our advantages in corporate governance and meet the expectations of our Business

stakeholders, we not only need to enhance the format and operations of our governance system but Report also stay responsive in discussing our global corporate governance and anticipate change. Against that backdrop of conditions both internal and external, the FY2019 Outside Directors Meeting confirmed that it would work to organize its roles and enhance its functions, serve as a G committee organization under the Board of Directors, and continue to discuss measures to further enhance the Company’s corporate governance into the future. E S Now, as the “hhc Governance Committee,” we will elevate our management oversight function and strive to maintain and improve the Company’s corporate value.

Chair of the Outside Directors Meeting Yasuhiko Katoh (Outside Director)

Board of Directors (11 members: 7 outside, 4 inside Chair: outside director)

Strengthen oversight Nomination Committee functions (3 members: all outside) hhc Governance Audit Committee Ensures the fairness and Corporate Committee (5 members: 3 outside, 2 inside) rationality of the selection of governance (7 members: all outside) Representative Corporate Officer and evaluations Compensation Committee CEO by the Board of Directors (3 members: all outside) Dialogue

Shareholders (institutional investors)

Patients and their families Employees

Stakeholders

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(b) Dialogue with Outside Directors and Investors Up to this point as well, the Company has conducted meetings between institutional investors and outside directors in Japan and overseas. As it did last fiscal year, the Company held an opinion exchange between outside directors and over 50 institutional investors, etc., in FY2019. Based on the requests from institutional investors in the questionnaire following last year’s exchange, this year’s gathering included an approximately 2-hour Q-and-A session as well as a discussion. Outside directors also made a total of 12 visits to 9 different companies to share information and exchange opinions with institutional investors. Open, frank exchanges of opinion on the Company’s corporate governance-related efforts and the status of outside director activities took place in small- group dialogues, bringing a variety of perspectives together in fruitful discussion. The Board of Directors uses the findings and knowledge that come out of these dialogues to enhance their discussions and provide better management oversight.

Opinion exchanges between institutional investors, etc., and outside directors

Summary of the Q-and-A Session at the “Opinion Exchange between Institutional Investors, etc., and Outside Directors” (held October 1, 2019) Q: What kinds of discussions are taking place about corporate governance? A: <> We are discussing the importance of fortifying risk management to help bolster the Company’s governance. At pharmaceutical companies, which deal with fast-changing management environments, competition, and technical innovation, corporate officers need to give their Boards of Directors reports with a stronger focus on risks. This is an area where we feel the Company still has some room for improvement, and we are working on ways to make the optimal improvements. A: <> In hopes of enhancing the Board of Directors’ management oversight function, we are looking at the Board’s composition and discussing the diversity and numbers of the outside directors on the Board. As the technologies in the IT and AI spheres continue to advance, for example, we may need outside directors with experience at IT companies. In working to enrich the diversity of the Board of Directors, meanwhile, we feel that we should focus not on simply bringing people of different nationalities into the mix but rather understanding what we want to gain from those differences in nationality. Q: What kinds of discussions are taking place about the CEO succession plan? A: <> For a CEO, one of the most crucial missions is nurturing a successor. The process of formulating a succession plan involves identifying and evaluating a number of candidates. However, the elements of those evaluations—along with the basic approach to the evaluations itself—are not set in stone. In our view,

46 Eisai Co., Ltd. Current Status of the Group

evaluation methods vary according to the management environment at that particular moment and a diverse mix of other factors. We give our opinion on each candidate after evaluating his or her performance and personality. To help make sure that our opinions are thorough and informed, the Company gives us numerous opportunities to connect with candidates both at meetings of the Board of Directors, etc., and in a variety of other settings. We believe that keeping outside directors involved in discussions on the succession plan will help make the process of selecting the next CEO a fair one. A: <> Our current CEO has used his powerful leadership abilities to lead the company forward for more than 30 years. For the Company to continue improving its corporate value after the current CEO steps down and a new CEO assumes leadership, it will need to do more than simply select the right CEO. Developing an effective succession plan also means building the optimal top-management framework around the new CEO, building a team of corporate officers with the right composition, and assigning the corporate

officers to the appropriate duties. Business Report A: <> For many companies, discussions about selecting a future CEO are generally the responsibility of the company’s nomination committee or an optional nomination advisory committee. Our process operates on a broader scope. All of the Company’s directors share information on the succession plan twice a year, and the G Company’s outside directors meet with the CEO for succession-related discussions at the E Outside Directors Meeting. The ultimate responsibility for reaching a resolution on the S selection of the CEO rests with the Board of Directors, as the CEO is a corporate officer.

(c) Information Sharing and Discussion Regarding the Succession Plan a) View Regarding Selection of the Chief Executive Officer (CEO) The Company positions the selection of the CEO as one of the most important decisions to be made by the Board of Directors. The CEO’s duty is to exhibit strong leadership while also nurturing the next CEO. The Company believes that having outside directors participate in this process with such recognition and having them offer advice, etc., increases the objectivity of the CEO’s proposal of successor candidates. It rationally ensures the fairness of the CEO selection process as the Board of Directors.

b) Procedures Regarding CEO Selection Even after becoming a company with a nomination committee, etc., system in 2004, discussions had been repeated under a consistently optimal corporate governance system regarding the CEO succession process. In FY2016, with consideration given to the previous background, discussions were held at an Outside Directors Meeting on ideal information sharing by the Board of Directors in relation to a succession plan formulated by the CEO and preparations for unexpected situations, and succession procedures, etc., were set out as rules. The outline of the procedures are as follows. i) Sharing of Information on the Succession Plan ・ Information on the succession plan proposed by the CEO is shared 2 times a year at the Outside Directors Meeting. ・ The CEO and inside directors also participate in this Outside Directors Meeting, and information on the succession plan is shared among all directors.

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ii) Discussion on the Succession Plan ・ The criteria for evaluating candidates are expected to change in accordance with the business environment, etc. For this reason, criteria will be set appropriately when the CEO proposes candidates. ・ The CEO evaluates candidates on the criteria that have been set, and presents evaluation results in the succession plan. ・ Outside directors provide advice on the succession plan. The CEO considers the advice provided by outside directors, and reflects it in the succession plan as appropriate.

c) Preparations for Unexpected Situations Circumstances, such as unforeseen accidents, that necessitate the sudden selection of a new CEO by the Board of Directors are also possible. Contingency plans for such unexpected situations are also confirmed when considering the aforementioned succession plan.

(d) Implementation of Outside Director Interaction with Patients, Various Training Sessions, Etc. In order to deepen the understanding of the Company’s business activities and business environment further, enhance deliberations by the Board of Directors, and fully utilize the oversight function, outside directors plan and carry out various training sessions as well as opportunities to interact with operational divisions (corporate officers, employees, etc.). a) Training Sessions for Outside Directors The previous fiscal year’s Board of Directors evaluation included requests for a variety of different topics to include in training for outside directors, including the state of competition in the global pharmaceutical sector, comparisons with other companies, and the Company’s positioning in the industry. Drawing on that input, the Outside Directors Meeting planned and implemented training sessions with priority themes in place. In FY2019, outside experts provided information and discussion input on the following topics. ・ The overall picture of the development of treatments for Alzheimer’s disease on a global scale, including efforts by the Company (September 10) ・ The latest information on corporate governance (October 30) ・ Analysts’ views on the Company’s positioning in the pharmaceutical industry (March 10) b) Communication with Corporate Officers and Employees i) Communication with Corporate Officers In FY2019, outside directors shared information and held discussions on the following items with the corporate officer assigned to the Asia and Latin America Region and the corporate officer responsible for human resources. ・ Current conditions and issues in the Asia and Latin America Region (January 31) ・ The development of the management team, the corporate-officer structure, and director candidates (February 6)

48 Eisai Co., Ltd. Current Status of the Group

ii) Communication with Employees As part of the Company’s commitment to communicating with employees, outside directors paid visits to the sales office in Kobe and KAN Research Institute (also in Kobe), which conducts basic research and disease research that facilitate drug discovery. The outside directors gained a wealth of information from their trips, learning about the latest research activities from young and middle- ranking researchers at KAN Research Institute and On a visit to a laboratory hhc-rooted MR activities from MRs at the front line of sales at the Kobe sales office. During the visits, the outside directors and employees engaged in active, Business energetic discussions and dialogues. Report

G E S

Dialoguing with MRs at the front line of sales c) Participation in Socialization Programs (hhc Activities) The documentary Entoko no Uta shines a light on people with disabilities living their lives in their own honest, individual ways. After viewing a screening of the film, outside directors had the opportunity to talk with the film’s director, Shin’ichi Ise, learn more about the real needs of people with disabilities, gain a newfound appreciation of how important it is to empathize with the feelings of patients and their families, and deepen their understanding of the hhc philosophy at the heart of the Company’s Corporate Philosophy.

Entoko no Uta (documentary) d) Compliance Training Compliance training for officers is carried out twice a year, during the first and second half of the year, and outside directors also participate in this training.

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(e) Implementation of Corporate Governance Evaluation The effectiveness of the Board of Directors’ management oversight function is evaluated each year at the Outside Directors Meeting. If any issues related to the operation of the Board of Directors, etc., are identified, a request and proposal for improvement are submitted to the Board of Directors and operational divisions. In the corporate governance evaluation, the status of the activities of the Board of Directors, etc., is inspected and evaluated based on the corporate governance evaluation carried out in the previous fiscal year, issues are identified for the next fiscal year, and improvement measures are presented, thereby implementing the Plan-Do-Check-Act (PDCA) cycle. Beginning in FY2017, we have had an outside organization review our processes and results once every 3 years to ensure the appropriateness and suitability of corporate governance evaluations on a continued and periodical basis. (The next review is scheduled to be carried out in FY2020.)

FY2019 Corporate Governance Evaluation On April 24, 2020 the Board of Directors deliberated on the results of the Board of Directors evaluation, which was compiled by the Outside Directors Meeting, the Self-review of the Corporate Governance Guidelines, and the Self-review of Internal Control Regulations,* and approved the Results of Evaluation of Corporate Governance in FY2019. * Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee and Rules for Preparing Necessary Systems for Ensuring the Suitability of Duties by Corporate Officers (See pages 172 through 176 of the Appendix for the full text of the Rules.)

■Board of Directors Evaluation (1) T he Board of Directors evaluation assesses the Board’s overall effectiveness, etc., in performing its management oversight functions. (2) The scope of the Board of Directors evaluation also includes the Nomination Committee, Audit Committee, Compensation Committee, and the Outside Directors Meeting. (3) The Board of Directors evaluation is based on evaluations by individual directors. * In FY2019, the Company introduced a framework that enables each director to evaluate and record the discussions, operations, etc., at every meeting of the Board of Directors. (4) The results of the Board of Directors evaluation are compiled and summarized by the Outside Directors Meeting to ensure the objectivity of the evaluation, and the evaluation is determined in a meeting of the Board of Directors. ■Self-Review of the Corporate Governance Guidelines (1) T he Corporate Governance Guidelines are a code of conduct for corporate governance established by the Board of Directors. (2) The Board of Directors conducts reviews each year to evaluate whether the execution of duties by the Board of Directors, etc., is maintained and operated in accordance with these Guidelines. ■Self-Review of the Internal Control Regulations (1) T he Internal Control Regulations were established by the Board of Directors to stipulate matters required for the execution of duties by the Audit Committee and ensure suitable performance of duties by corporate officers. (2) The Board of Directors conducts reviews each year to evaluate whether systems are established and operated in accordance with both sets of rules.

50 Eisai Co., Ltd. Current Status of the Group

■Mechanism Utilizing Outside Organizations for the Improvement and Guarantee of the Board of Directors Evaluation (1) A iming to “guarantee the suitability of the Board of Directors evaluation,” a mechanism to improve and guarantee the Board of Directors evaluation through an outside organization was adopted in FY2017. This examination, evaluation, improvement proposal, and inspection, etc., of evaluation results by an outside organization take place once every 3 years. (2) After analyzing the Company’s past evaluation methods, evaluation decision process, evaluations of each director, and final evaluation, etc., the outside organization points out issues and makes recommendations regarding the systems and their operation. (3) The Outside Directors Meeting and Board of Directors strive to improve the systems and their operation in accordance with the findings and recommendations of the outside organization. (4) The outside organization inspects the evaluation process, evaluation results, and other aspects of the Board of Directors evaluation compiled by the Outside Directors Meeting, and submits a report to the Board of Directors. Business

(5) The Board of Directors determines the corporate governance evaluation for the applicable Report fiscal year based on the evaluation compiled by the Outside Directors Meeting and in reference to the report from the outside organization. (The next review by an outside organization is scheduled to be carried out in FY2020.) G Board of Directors Outside Directors Meeting Outside organization E Analysis, etc., of past corporate governance S Proposals for system evaluations revisions, etc. Consideration of revising the Board of Directors evaluation system Report (advice, etc.) Decision to revise the Board of Directors evaluation system

Implementation Calculation Evaluation by each director

Board of Directors evaluation

Review of Corporate Governance Guidelines and regulations Attendance at related to internal control Outside Directors Deliberation/ Meetings consideration Compilation of Inspection/analysis of the corporate governance evaluation process and evaluations compiled results Determination of corporate governance evaluation Analysis of the Evaluation results, evaluation process proposal of issues, etc. and evaluation results

Evaluation report (Results of verification related to the suitability of the evaluation process and evaluation results)

FY2019 Corporate Governance Evaluation Results With regard to the Corporate Governance Guidelines and Internal Control Regulations, no evidence was found of any operation, etc., that deviates from the rules. It was confirmed that the directors and corporate officers, etc., are executing their duties appropriately to improve corporate governance. As explained on pages 52 through 58, in regard to the Board of Directors evaluation, the state of response in FY2019 to the issues identified in the FY2018 Board of Directors evaluation as issues for FY2019 was checked and evaluated, and the issues, etc., for the next fiscal year were recognized.

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The Role and Operations, Etc., of the Board of Directors

Plan Challenges in FY2019 1. In regard to the selection of proposals, it is necessary to continue to take up medium- to long-term business issues and risks faced by the Company in a timely manner for discussion at Outside Directors Meetings and elsewhere.

2. Matters to be resolved and reported at meetings of the Board of Directors will be reviewed and sorted out again.

3. The succession plan will continue to be developed by implementing the Plan-Do-Check-Act (PDCA) cycle. Outside directors must strive to obtain a deeper understanding of the evaluation of each candidate through efforts such as meeting the candidate in person to assess his or her character.

4. Improvements will continue to be made to quarterly business execution reports to make them more compact and readable by setting the focal points of discussion. 5. As for risk reports, it was confirmed that more in-depth reports that include actions to be taken and countermeasures will be sought. Plan Do and Check

6. It was confirmed that continued efforts are needed to enable early provision of proposals using information sharing systems, upgrade rules related to Board of Directors meetings and materials that help improve Act the quality of discussion at these meetings and make them more accessible, and further improve usability of information-sharing systems.

Act Challenges toward FY2020 1. In order to fulfill its responsibility for providing a management oversight function, one of its key roles, the Board of Directors will work to understand medium- to long-term management issues, monitor changes in the business environment surrounding Company management, select appropriate agenda items such as ways of going beyond defensive risk management through more aggressive approaches, and enhance the efficiency of meeting operations. As part of the effort to provide the information that outside directors need to exercise their oversight function, opportunities for outside directors and corporate officers to engage in closer communication and deepen their mutual understanding will be provided. 2. Quarterly business execution reports will be made more concise and compact to make the content easier for readers to understand. A basic approach to reports on risks and corresponding measures from a medium- to long-term perspective, including details on the progress of said measures, will be discussed and applied.

52 Eisai Co., Ltd. Current Status of the Group

The Role and Operations, Etc., of the Board of Directors

Do and Check Confirmation and Evaluation of the Status of Response in FY2019 1. The Board of Directors’ agenda items were determined through discussions by the Outside Directors Meeting. The main agenda items included a review of progress on the “EWAY 2025” medium-term business plan and risk awareness prior to discussions on the business plan for the following fiscal year; a report on the current conditions and issues in the Neurology Business Group and Oncology Business Group, including information on the state of competition, etc.; and items for disclosure in the Company’s securities report under the provisions of the amended regulations. The Board of Directors shared information and held discussions with the corporate officers responsible for the corresponding matters. It was noted that it would be necessary to continue tackling a variety of topics concerning medium- to long-term management issues and key risks and take creative steps to enhance the efficiency of meeting proceedings.

2. Although the Company discloses its full compliance with all of the items in the Tokyo Stock Exchange Corporate Business Report Governance Code, the Board of Directors once again examined the stipulations concerning resolutions and report items in the Regulations of the Board of Directors to inspect their consistency with the provisions of the Tokyo Stock Exchange Corporate Governance Code and then organized the Board’s resolutions and report items accordingly. 3. The CEO succession plan was submitted by the CEO in September 2019 and March 2020, and the corresponding G information was shared with all of the Company’s directors. Discussions with outside directors and the CEO were also held. The Board of Directors worked to give outside directors and candidates opportunities to connect at E meetings of the Board of Directors, the Outside Directors Meeting, training sessions, and a variety of other S gatherings, but it was confirmed that even more opportunities are necessary. 4-5. Quarterly business execution reports were converted to a report format to center the focus on the risks that the corporate officers recognize and the corresponding countermeasures. Other large-scale improvements, such as making the reports more concise, were also implemented. It was confirmed that even more creative approaches to enhancing the report content in the future, such as ensuring that corporate officers have the same levels of risk awareness and describe their responses to risk in a more concise, straightforward manner, are needed. Also confirmed were the need for reports on risk awareness and corresponding responses from a medium- to long-term perspective and the need for the Board of Directors to continue to understand and discuss the progress of those responses. 6. The Company has a framework for quickly providing proposals, materials, etc., via a cloud service-based information- sharing system, and services for accessing content and other information that the Board of Directors can use for deliberations on agenda items are also being enhanced. With the spread of COVID-19 now requiring emergency action, it was confirmed that discussions of the utilization of IT resources not only in the provision of information but also to facilitate operations of the Board of Directors—and also enhance the mobility of those resources—are necessary.

Act Challenges toward FY2020 3. Information sharing and discussions with the CEO regarding the succession plan will continue on a regular basis. In addition, directors will be given more opportunities to engage with candidates to bring directors into even more active involvement in gathering information for discussions of the plan and nurturing potential successors. 4. Efforts will be made to flesh out IT-driven arrangements for the operations of the Board of Directors, etc., including emergency-response considerations, and issues such as moving away from paper-based operations will be discussed.

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Outside Directors, and Outside Directors Meetings

Plan Challenges in FY2019 1. In regard to training sessions, it is expected that opportunities will be provided to interact with young and middle- ranking employees through visits to research and production facilities and sales offices, etc., particularly to learn about the activities of employees who work at the front line of sales in Japan amid dramatically changing environments and hear their thoughts. In addition, it was confirmed that sharing and updating of information about business activities and environments by corporate officers need to be done repeatedly each year at Outside Directors Meetings, in order to deepen understanding.

2. It was confirmed that opportunities for discussion must be provided for matters requested as themes for Outside Directors Meetings after setting priorities, and that outside directors must acquire deeper understanding of business and corporate governance, in order to improve discussions by the Board of Directors. It was also decided that opportunities to engage in free discussion without any set themes would be provided flexibly, and the number of these meetings would be increased.

3. It was confirmed that various channels such as small gatherings and private visits will be devised for holding dialogues with institutional investors, and further efforts will be made to that end. It was also confirmed that, since this is an initiative that is still not conducted by many other companies, it is necessary to promote it as an advanced Plan Do and initiative designed to improve the Company’s corporate governance. Check

Act

Act Challenges toward FY2020 1. The Outside Directors Meeting’s wide-ranging roles, functions, and operations pertaining to corporate governance, such as (1) dialoguing with institutional investors, (2) discussing the CEO succession plan, and (3) performing Board of Directors evaluations, will be organized and optimized, and approaches to making further enhancements to the Company’s corporate governance will be discussed. 2. Free discussions with no set topics will continue to be held to make it easier for outside directors to identify new issues and perspectives relating to management oversight. 3. The Nomination Committee, Audit Committee, and Compensation Committee will work to improve their mutual understanding and communication by taking an even more proactive approach to sharing and discussing issues and information pertaining to their respective Committees with the Outside Directors Meeting.

54 Eisai Co., Ltd. Current Status of the Group

Outside Directors, and Outside Directors Meetings

Do and Check Confirmation and Evaluation of the Status of Response in FY2019 1. Outside directors paid visits to the sales office in Kobe and KAN Research Institute (also in Kobe), which conducts basic research and disease research that facilitate drug discovery, for information-sharing sessions and discussions with young and middle-ranking researchers and MRs at the front line of sales. Information on issues and current conditions in the Asia and Latin America Region was also shared with the corporate officer assigned to the region, while information sessions and discussions on the development of management human resources were held with the corporate officer responsible for human resources. The need for ongoing information sharing with the corporate officers assigned to the Neurology Business and Oncology Business, etc., was confirmed. 2. Outside experts were invited in to share information and discuss the following matters, which were requested as themes for Outside Directors Meetings.

The overall picture of the development of treatments for Alzheimer’s disease by pharmaceutical companies, Business ・ Report including the Company ・ The latest information on corporate governance ・ Analysts’ views on the Company’s positioning in the pharmaceutical industry Free discussions were also held after the September meeting of the Board of Directors. Through discussions of wide- G ranging topics at Outside Directors Meetings, etc., over the course of the year, it was confirmed that the outside directors shared a sufficient mutual understanding. E 3. On October 1, 2019, outside directors met with approximately 50 institutional investors for an opinion exchange (large S meeting) similar to the opinion exchange held last fiscal year. In response to requests from attendees at the preceding event, this fiscal year’s opinion exchange included an approximately 2-hour Q-and-A session. Individual visits with institutional investors were another part of the outside directors’ engagement. Teams of 3 or 4 outside directors made a total of 12 visits to 9 different companies to share information and exchange opinions with institutional investors. It was confirmed that it will be necessary to establish and enhance the functions and operations of the Outside Directors Meeting to make ongoing improvements to corporate governance through dialogues with institutional investors.

Act Challenges toward FY2020 4. Visits by outside directors to research, production, and sales locations, training sessions for new outside directors, and updates of information on the pharmaceutical industry and the Company’s business activity will continue to be carried out. 5. As requested by the outside directors, sessions for sharing information with corporate officers to help boost the outside directors’ management oversight function will be planned and held on a priority basis.

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Nomination, Audit, and Compensation Committees

Plan Do and Check Confirmation and Evaluation of the Challenges in FY2019 Status of Response in FY2019 1. Issues with respect to operations of each Committee 1. In response to suggestions that the terms for outside were confirmed, and it was confirmed that said directors are too short, the Nomination Committee issues will be discussed by each Committee. explored the matter based on findings that emerged from discussions at the Outside Directors Meeting and dialogues with institutional investors, etc. As a result, the Nomination Committee made partial revisions to the basic approach to the existing terms for outside directors. The Audit Committee’s discussions were more substantive and practical, but the enormous amounts of information involved have created operational issues. The Compensation Committee discussed issues relating to compensation systems for directors and corporate officers and confirmed that it would start revising the compensation, etc., for corporate officers in particular by first addressing fundamental pieces, including the levels and composition of compensation, etc., and performance-based compensation ratios, etc., and then progress into concrete discussions next fiscal year. 2. It was noted that the Audit Committee must continue 2. Regarding the Audit Committee reports to the Board to remind the Board of Directors from time to time of of Directors, the Chair of the Audit Committee gave a issues that need to be shared with the Board of detailed, thorough report on issues from the Audit Directors, among the information reported to the Committee’s reports that needed to be shared with Audit Committee, in addition to the normal Audit the Board of Directors. Committee reports to the Board of Directors.

Act Challenges toward FY2020 1. The Nomination Committee will discuss issues relating to the selection of director candidates, including the composition of the Board of Directors, director diversity, and the independence and neutrality requirements for outside directors, taking the Outside Directors Meeting’s discussions into consideration. 2. The audit information that the Audit Committee reports to the Board of Directors will be provided in reports that clearly specify points for discussion and better contribute to improvements in the effectiveness of the Board of Directors. 3. The Compensation Committee will begin revising the compensation system for corporate officers starting with fundamental pieces of the systems, including the levels and composition of compensation, etc., and performance- based compensation ratios, etc., and then progress into concrete discussions of how to implement the changes.

56 Eisai Co., Ltd. Current Status of the Group

Matters Related to Internal Control and Risks

Plan Do and Check Confirmation and Evaluation of the Challenges in FY2019 Status of Response in FY2019 1. It was found necessary to share information with 1. Information on current conditions and issues was regional managers in Asia and Latin America regions shared with the corporate officer assigned to the as well, and to plan and implement information Asia and Latin America Region. Updates on other updates in regions where information was shared in regions were not possible. the past. 2. It was found that the Board of Directors must 2. With reports on the risk map being provided on a recognize important risks that need to be overseen regular basis, the Board of Directors now has the by the Board of Directors from among the wide ability to develop an appropriate understanding of

range of risks identified by corporate officers, and key risks and corresponding responses from the Business Report receive periodic reports from corporate officers on perspectives of occurrence frequency and impact on the actions taken to prepare for and respond to business, etc. The focus of discussions by the Board those risks, and on how the impact and probability of of Directors was shifted toward risk by centering the occurrence have changed. quarterly business execution reports by corporate officers more squarely on the risks and risk G responses in their corresponding areas of business. E With the reports now emphasizing the risk element, it S was confirmed that the internal controls at overseas subsidiaries and a management framework under Head Office control would need to be discussed and enhanced. Plan Do and 3. Regarding the disclosure of “Risk Factors” in the Check Company’s securities report, a requirement under the amended regulations, the Board of Directors discussed questions of which risk items to disclose, what information to disclose, how to disclose it, and how the items related to other information in the securities report. Act 4. The need for revisions concerning the internal control system (whistle-blowing, internal audits, etc.) was raised by the Audit Committee, and a response was implemented accordingly.

Act Challenges toward FY2020 1. The establishment and operation of internal controls at overseas subsidiaries and a management framework under Head Office control will be sufficiently overseen by the Board of Directors. 2. A global whistle-blowing system, including mechanisms that enable direct whistle-blowing to the Audit Committee, will be established and enhanced. 3. Opportunities for information sharing and discussions on internal control and risk with the corporate officers assigned to the Company’s various regions will be provided on an ongoing basis. 4. The Board of Directors will oversee response to the disclosed “Risk Factors.” To facilitate that oversight process, the Board of Directors will receive sufficient reports on efforts in and progress on digital transformation—a key element in achieving the “EWAY 2025” goals—this fiscal year.

The 108th Ordinary General Meeting of Shareholders 57 Business Report Current Status of the Group

Other Matters Related to Corporate Governance

Plan Do and Check Confirmation and Evaluation of the Challenges in FY2019 Status of Response in FY2019 1. It was confirmed that further efforts will be made to 1. The Board of Directors evaluation was designed in enhance the discussion and disclosure of corporate line with the conventional system, which involves (1) governance evaluations. It was also found necessary having each individual director perform an to continually review evaluation methods, etc., as this evaluation, (2) compiling the results at the Outside type of system often starts to lose substance as Directors Meeting, (3) having the Board of Directors soon as it is established. reach a resolution through the Plan-Do-Check-Act (PDCA) cycle, and (4) guaranteeing the suitability of the Board of Directors evaluation via an outside organization once every 3 years. Looking ahead to the Board of Directors evaluation to be conducted at the end of the fiscal year, a new framework was introduced to enable each director to Plan evaluate and record the discussions, operations, Do and etc., at every meeting of the Board of Directors. Check

Act

Act Challenges toward FY2020 1. The FY2020 corporate governance evaluation will be the review by an outside organization performed once every 3 years. After examples of methods and schemes at other companies have been collected to supplement the results of the review, the system will be evaluated and, if necessary, revised accordingly.

58 Eisai Co., Ltd. Current Status of the Group

(4) Support Structure for the Board of Directors and Committees (a) Board of Directors The Board of Directors Secretariat has been established as a department to support the Board of Directors and carry out the following duties. ・ Preparing agenda items and related materials for the Board of Directors and holding prior discussions with the Chair of the Board of Directors ・ Providing information to directors in a prompt manner and explaining agenda items in advance

(b) Nomination Committee, Compensation Committee, hhc Governance Committee,*1 and Independent Committee of Outside Directors The Board of Directors Secretariat carries out the following secretariat duties for the Nomination Business

Committee, Compensation Committee, hhc Governance Committee, and Independent Committee of Report Outside Directors. ・ Preparing agenda items and related materials for the Committees holding prior discussions with the Chairs of the Committees G ・ Explaining agenda items to Committee members/Meeting members in advance E *1 In FY2020, the Outside Directors Meeting was renamed the “hhc Governance Committee,” which is clearly S positioned as a committee within the Board of Directors.

(c) Audit Committee The Company has established a Management Audit Department independent of operational divisions as a specialized organization to provide support for the Audit Committee. As the secretariat for the Audit Committee, the Management Audit Department is responsible for the following duties. ・ Preparing agenda items and related materials for the Audit Committee and holding prior discussions with the Chair of the Audit Committee ・ Providing information to members of the Audit Committee in a prompt manner and explaining agenda items in advance ・ Providing the necessary information on matters for deliberation by the Audit Committee to directors not on the Audit Committee

Independence from the operational divisions of the Management Audit Department*2 ・ The Management Audit Department shall be organized independently of the corporate officers of the Company. ・ The director and staff of the Management Audit Department shall perform their duties under the direction of the Audit Committee and Audit Committee members of the Company. ・ The director and staff of the Management Audit Department shall be appointed, reassigned and disciplined by the Representative Corporate Officer and CEO of the Company with the consent of the Audit Committee of the Company. ・ The decision on personnel evaluation of the director and staff of the Management Audit Department will be conducted by the Audit Committee of the Company.

*2 Excerpt from the “Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee”

The 108th Ordinary General Meeting of Shareholders 59 Business Report Current Status of the Group

(5) Activities of the Board of Directors and Committees (1) Board of Directors Proceedings

Personnel 11 directors (7 outside directors/4 inside directors) Chair: Outside director (1) Determine the important matters required by law, the Articles of Incorporation, and the Regulations of the Board of Directors, including basic management policies, the appointment of corporate officers, and determination of dividends, Duties, etc. etc. (2) Oversee the execution of duties by the directors and corporate officers on the basis of reports from corporate officers, as well as reports from the Nomination Committee, the Audit Committee, and the Compensation Committee. Status of holding of meetings FY2019: Held 12 times Attendance: All directors 100% ■Status of Board of Directors Activities in FY2019 (1) At its April 2019 meeting, the Board of Directors deliberated on the results of the Self-review of the Corporate Governance Guidelines and the Internal Control Regulations, as well as the Board of Directors evaluation, as proposed by the Outside Directors Meeting, and approved them as the Results of Evaluation of Corporate Governance in FY2018. (2) At its April 2019 meeting, the Board of Directors received reports on the holdings status of strategically held shares and other capital-strategy matters, the development and operation of the internal control system, and a risk map based on the probability and potential impact of risk occurrence. (3) At its June 2019 meeting, the Board of Directors resolved to continue the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” based on a proposal from the Independent Committee of Outside Directors. (4) At its September 2019 meeting, the Board of Directors analyzed the results of the exercise of voting rights at the 107th Ordinary General Meeting of Shareholders and deliberated on future efforts. (5) The Board of Directors received reports from the corporate officers assigned to dementia (December) and oncology (January) on the state of competition, other current conditions, and relevant issues in their respective fields, all agenda items for the Board in FY2019. (6) At its December 2019 meeting, the Board of Directors conducted a review examining points such as the progress of “EWAY 2025” and risk awareness prior to discussions of the business plan for FY2020. (7) At its January 2020 meeting, the Board of Directors examined the stipulations concerning resolutions and report items in the Regulations of the Board of Directors to inspect their consistency with the provisions of the Tokyo Stock Exchange Corporate Governance Code and then organized the Board’s resolutions and report items accordingly. (8) At its March 2020 meeting, the Board of Directors received a report from operational divisions on the disclosure of the Company’s securities report under the amended Cabinet Office ordinance on the disclosure of company information and then proceeded to discuss information for disclosure.

60 Eisai Co., Ltd. Current Status of the Group

Message from the Chair of the Board of Directors

All together, the Board of Directors’ activities and achievements in FY2019 centered on “discussing medium- to long-term management issues and risks as agenda items in a timely, appropriate fashion and working to enhance the Board’s key role of providing a management oversight function.” Our agenda items were determined through discussions by the Outside Directors Meeting, which based their agenda selections around risk-related themes. To address medium- to long-term risk management, for example, the Board of Directors reported on competition, other current conditions, and issues in the development of drugs for the treatment of dementia and cancer. The Board also reported on and discussed items for disclosure in its securities report under the provisions of the amended regulations, such as “Risk Factors.” We also took a new Business

approach to the quarterly business execution reports from the Company’s corporate officers. In Report addition to modifying the report format to center the focus on the risks that the corporate officers recognize and the corresponding countermeasures, we also made the reports more concise and implemented other similar improvements. In all, we proactively sought reports on risks from corporate officers, worked to make risks more visible, and helped the habitual patterns of sound risk G management take stronger root. E Outside directors also engaged with investors in a variety of ways, from holding an opinion exchange S with over 50 institutional investors in attendance to visiting institutional investors individually for fruitful dialogues. Communicating with employees was another component of those engagement activities, with outside directors visiting Company laboratories and sales offices for information-sharing sessions and discussions with young and middle-ranking researchers and MRs at the front line of sales. The outcomes and experiences gained through these initiatives are already making a positive impact on Board of Directors discussions. The outside directors will continue to lead the way in helping the Company improve its governance, boost its corporate value, and live up to its stakeholders’ expectations. Chair of the Board of Directors Yasuhiko Katoh (Outside Director)

The Support Structure for Board of Directors Operations The Board of Directors Secretariat plays a central role in confirming agenda items for the Board of Directors, creating the final drafts of proposals, explaining matters to relevant parties in advance, overseeing proceedings, and providing other forms of operational support, as well as compiling the minutes of Board of Directors meetings and handling follow-up procedures. The basic schedule for these various tasks and responsibilities is as follows. In addition to the Board of Directors Secretariat, the corporate officers responsible for the following organizations or their respective department managers have formed the Board of Directors Liaison Group, which provides support on a project basis. Board of Directors Liaison Group (11 members): (1) Corporate Planning, (2) Finance & Accounting, (3) Legal, (4) Human Resources, (5) General Affairs, (6) Compliance, (7) Internal Audit, (8) PR, (9) Audit Committee Secretariat, (10) Lawyer, (11) Inside director in charge of governance

Confirm agenda items Confirm agenda Brief Board chair Board of Directors

3 weeks 2 weeks 1 week Confirm matters from the previous before meeting before meeting before meeting meeting of the Board of Directors requiring follow-up Board of Directors Board of Directors Board of Directors Advance briefing of each outside director (between 1.5 and 2 hours) Liaison Group Liaison Group Liaison Group Board of Directors Liaison Group

The 108th Ordinary General Meeting of Shareholders 61 Business Report Current Status of the Group

(2) Nomination Committee Proceedings

Personnel 3 directors (3 outside directors) Chair: Outside director (1) Determine the content of the proposals related to the selection or retirement of directors made to the General Meeting of Shareholders. (2) Establish the “Requirements for the Independence and Neutrality of Outside Duties, etc. Directors” for the selection of independent outside directors. (3) Establish basic policies, rules, and procedures necessary for the execution of duties by the Nomination Committee. Status of holding FY2019: Held 9 times Attendance: All members 100% of meetings ■Status of Nomination Committee Activities in FY2019 (1) In FY2019, the Nomination Committee discussed the optimal approach to defining terms for outside directors, made partial changes to the existing basic approach, and amended its internal regulations to enable flexible responses. (2) In its discussions on the above amendments, the Nomination Committee reviewed simulations of the election and resignation of outside directors and also reexamined the number of outside directors. (3) The Nomination Committee confirmed that there would be a need to appoint 1 new outside director candidate in FY2019. After narrowing down the list of outside director candidates and arranging meetings between Nomination Committee members and promising candidates, the Nomination Committee discussed the results and reached a resolution. (4) The Nomination Committee held deliberations regarding the independence and neutrality of the 6 outside director candidates for reappointment and 1 new outside director candidate. (5) At its April 2020 meeting, the Nomination Committee then decided on the 11 director candidates and the proposed composition of the Board, including 1 candidate for new appointment as an outside director. (6) The Nomination Committee also held concrete discussions and deliberations on outside director candidates for FY2021 and beyond.

62 Eisai Co., Ltd. Current Status of the Group

Message from the Chair of the Nomination Committee

Independent outside directors, who account for the majority of the Board of Directors, support the effectiveness of the Company’s corporate governance structure. In selecting nominees for those crucial director positions, the Nomination Committee has 2 key missions: rigorously selecting outside director candidates with independence and neutrality and, in order to enhance the management oversight function of the Board, making sure that its composition reflects a diverse range of backgrounds. The Company’s Nomination Committee operates under established procedures and rules for selecting outside directors who are independent of Company management. In creating lists of outside director candidates, the Committee gathers information not only from the Company’s outside directors but also from the Company’s directors, former directors, and a broad range of other resources—a process that Committee members are always working to enhance. The Committee then narrows down Business the lists and provides the selected candidates with information on the Company’s Corporate Report Philosophy, stance on corporate governance, and other items. At an early stage, the Committee also begins identifying the potential for the candidates’ appointment to director positions. Management has no involvement in any part of the entire outside director selection process. G The Company had previously set relatively short terms for its outside directors, seeing the element of E independence as the most crucial factor for selection. In the interest of ensuring the continuity of discussions and operations on the Board of Directors and committees, however, both the Nomination S Committee and the Outside Directors Meeting discussed extending the terms for the Company’s outside directors. The discussions prompted the Company to make partial revisions to its basic approach to outside director terms and amend its internal regulations to enable flexible responses. Aiming to better the Company’s corporate governance structure, the Nomination Committee will continue to perform medium- to long-term simulations of terms for outside directors, discuss the composition and diversity of the Board of Directors, etc., and select director candidates with the right qualities for enhancing the Board’s functions.

Chair of the Nomination Committee Shuzo Kaihori (Outside Director)

The Process for Considering Director Candidates

Outside director candidates

Nomination by directors and former directors Simulate director selection Determine directors scheduled to retire Determine selection requirements for director Prepare a list of several dozen candidates candidates for the next fiscal year Narrow down candidate list Collect information on each candidate Inside director candidates (independence, concurrently held posts, etc.) Prepare a short list Collect detailed information on candidates, Nomination by the CEO carry out interview Provide information as director candidate Confirm the possibility of assuming post, etc. Determine candidates to be sounded out for post Share information before determining the preference order of request to assume post Request made by the chair of the Interview by the chair of the Nomination Committee Nomination Committee to become a director

Pass resolution on director candidates Report

Make proposal Board of Directors General Meeting of Shareholders

The 108th Ordinary General Meeting of Shareholders 63 Business Report Current Status of the Group

(3) Audit Committee Proceedings

Personnel 5 directors (3 outside directors/2 inside directors) Chair: Outside director (1) Audit the execution of duties by directors and corporate officers, determine proposals related to the selection, dismissal, and non-reappointment of accounting auditors to be submitted to the General Meeting of Shareholders, and execute accounting audits and other matters stipulated by applicable laws. (2) Strive to enhance the quality of audits and achieve efficient audits through such means as receiving reports from directors, corporate officers, employees, and accounting auditors on a timely and proper basis in relation to those matters required for the auditing of the execution of duties by directors and corporate Duties, etc. officers and conducting auditing activities in relation to accounting auditors and the internal audit department. (3) Establish basic policies, rules, and procedures, etc., necessary for the execution of its duties, and review them each year. (4) Ensure the objectivity of audits by guaranteeing the independence of the Management Audit Department, which executes duties under the resolution of the Audit Committee and the direction of members of the Committee, from corporate officers in relation to directions related to the execution of their duties, personnel evaluations, etc. Status of holding of meetings FY2019: Held 13 times Attendance: All members 100% ■Status of Audit Committee Activities in FY2019 (1) The Audit Committee devised an audit plan and conducted audits accordingly. (2) The Committee also conducted audits required by the Companies Act and monitored the preparation, maintenance, and operation of internal control regarding financial reports as required under the Financial Instruments and Exchange Act of Japan. (3) The Committee conducted audit activities on the Accounting Auditor and the Group’s internal audit departments, etc. (4) The Committee shared the necessary information with the Company’s Accounting Auditor and the corporate auditors, etc., of Japanese subsidiaries. (5) The main matters resolved and reported at meetings of the Committee are as follows. ・ Resolutions: Division of duties among members of the Audit Committee, the Audit Committee audit plan, regulations relating to the Audit Committee, agreement on compensation for the Accounting Auditor, the reappointment or non-reappointment of the Accounting Auditor, personnel evaluations for the Management Audit Department, audit reports, etc. ・ Report items: Reports from the CFO and Accounting Auditor on quarterly/year-end financial statements, the Business Report and corresponding Annexed Detailed Statement, reports from corporate officers (3 officers) on their respective execution of duties, etc.

●Auditing Activities of the Audit Committee in Relation to the Accounting Auditor The Audit Committee conducted the following auditing activities in relation to the Accounting Auditor. ・ The Audit Committee confirmed the yearly accounting audit plans of the Accounting Auditor in advance and obtained a copy of the plan. In addition, the Committee deliberated on whether to approve audit compensation, etc. ・ The Audit Committee obtained and reviewed the auditing opinions and recommendations of the Accounting Auditor regarding quarterly and year-end financial statements (consolidated and nonconsolidated). ・ Of the individual accounting audits carried out by the Accounting Auditor, the Audit Committee obtained information regarding important audits. ・ The Audit Committee obtained information concerning the internal control audits executed by the Accounting Auditor.

64 Eisai Co., Ltd. Current Status of the Group

Message from the Chair of the Audit Committee The Audit Committee conducts activities in accordance with an audit plan formulated each fiscal year. This fiscal year’s audit plan included audits of the execution of duties by directors and corporate officers, audits of business reports and annexed detailed statements, and audits of financial statements, etc., as items stipulated by laws and regulations. In terms of theme-based audits, which we specify every fiscal year, we focused on (1) auditing internal control related to information disclosure, (2) auditing internal control in the promotional activities of overseas subsidiaries, and (3) auditing the business continuity plan for the pharmaceutical supply chain. After completing our audits based on the corresponding audit plans and in accordance with the auditing standards set forth by the Audit Committee, we found no problems in any of the audits. Business

Chair of the Audit Committee Report Hideyo Uchiyama (Outside Director)

・ The Audit Committee continuously confirmed the status of the internal control of the Accounting G Auditor related to Article 131 of the Rules of Company Accounting. E ・ The Audit Committee received the results of investigation and monitoring of the independent public accountant by the regulatory authority, etc., as needed and evaluated those results. S ・ Based on the specific requests in Auditing Standards Committee Statement 260, a document issued by the Japanese Institute of Certified Public Accountants, the Audit Committee obtained reports on the responsibilities of the Accounting Auditor in relation to audits of financial statements, the scope and timing of planned audits, the independence of the Accounting Auditor, and other items, and discussed important findings concerning auditing matters. ・ The Business Accounting Council requires companies to list “Key Audit Matters” in the third-party audit reports accompanying their securities reports. Eisai Co., Ltd. consulted with its Accounting Auditor on the information for inclusion in the Key Audit Matters in light of plans to include the information as soon as possible. ・ The Audit Committee evaluated the engagement partners and audit team through monitoring and verification of the various activities of the Accounting Auditor by the Audit Committee and the Management Audit Department.

●Auditing Activities of the Audit Committee in Relation to Internal Audit Departments, etc. The Audit Committee conducted the following auditing activities in relation to the corporate officer responsible for internal control, internal audit (see page 83) departments, and other related parties. ・ The Audit Committee shared information related to internal control promotion activities and overall auditing activities through monthly meetings between Audit Committee members, the Corporate Compliance and Risk Management Department, and the Corporate Internal Audit Department. In addition to those meetings, the Audit Committee also promptly shares information regarding any matters of urgency that may arise in relation to internal audits. ・ In order to determine the existence of any investigations that may aid in audit-related matters, the Audit Committee obtained internal audit plan documents (annual plans). ・ The Audit Committee obtained, from the Corporate Internal Audit Department, copies of the annual audit plans and the results of individual audits carried out by the internal audit departments of ENW* companies. ・ The Audit Committee regularly obtained, from the Corporate Internal Audit Department, information concerning the status of internal control over financial reporting under the Financial Instruments and Exchange Act of Japan. ・ The Audit Committee regularly obtained, from the Corporate Compliance and Risk Management Department, reports regarding the status of efforts in internal control related to risk management. * ENW (Eisai Network companies) refers to the corporate group composed of Eisai Co., Ltd., and its subsidiaries and associated companies. The 108th Ordinary General Meeting of Shareholders 65 Business Report Current Status of the Group

(4) Compensation Committee Proceedings

Personnel 3 directors (3 outside directors) Chair: Outside director (1) Determine the basic policy concerning compensation, etc., of directors and corporate officers and the compensation, etc., for each individual. (2) Actively utilize outside research data, etc., and examine the adequacy of the Duties, etc. process for determining compensation, etc., in order to ensure objectivity in the compensation, etc., of directors and corporate officers. (3) Establish basic policies, rules, and procedures necessary for the execution of the duties of the Compensation Committee. Status of holding of meetings FY2019: Held 8 times Attendance: All members 100% ■Status of Compensation Committee Activities in FY2019 (1) The Compensation Committee resolved to continue the stock-based compensation system, a medium- to long-term incentive plan that grants stock to corporate officers based on the degree of attainment of performance objectives. (2) The Compensation Committee held deliberations regarding Company-wide performance in FY2018 and the appropriateness of the evaluation of the corporate officers proposed by the Representative Corporate Officer and CEO, then determined the bonuses and stock-based compensation (performance-based compensation) of individual corporate officers. (3) The Committee determined the individual compensation, etc., for directors and corporate officers who assumed their positions in June 2019. (4) The Committee received proposals from the Representative Corporate Officer and CEO regarding performance targets and evaluation criteria for FY2019 for determining performance-based compensation for corporate officers. The Committee deliberated on the appropriateness of these proposals and approved them. (5) The Committee conducted research related to compensation systems and levels for directors and corporate officers by examining the compensation systems, levels, and related matters at other companies, identified relevant issues, and held discussions. (6) As a result of these discussions, the Committee confirmed that the FY2019 compensation levels for directors and corporate officers were generally appropriate and that no revisions would be necessary. Based on that, the Committee determined the basic policy for compensation, etc., for FY2020, and the compensation system for directors and corporate officers. (7) The Committee confirmed that, in FY2020, it would continue to discuss certain issues that have come to light in relation to the compensation system for corporate officers.

66 Eisai Co., Ltd. Current Status of the Group

Message from the Chair of the Compensation Committee

The Compensation Committee focuses on its role in ensuring fairness, transparency, and accountability to shareholders in determining the compensation, etc., of the Company’s directors and corporate officers, which represents a vital supervisory authority in corporate management. Every year, the Compensation Committee studies, compares, and discusses the compensation systems and compensation levels for the Company’s directors and corporate officers with the cooperation of trusted outside specialized organizations. The Committee also deliberates on any relevant issues that come to light. As a result of its investigations in FY2019, the Committee confirmed that the compensation levels for the Company’s directors and corporate officers were generally appropriate and that no revisions would be necessary. However, the Committee also identified certain issues in the compensation system for corporate officers, which incorporates bonuses and stock-based compensation as forms of performance-based Business

compensation. While the Committee has evaluated the suitability and fairness of the compensation, Report etc., and reached a decision accordingly, having confirmed that the processes for setting performance objectives and evaluating performance results on both the Company-wide and individual levels were in line with the basic policy and rules that the Committee has laid out, it also recognized certain issues concerning the ratios in the performance-based compensation framework and other matters. G In FY2020, the Compensation Committee will continue to discuss and E shape global compensation systems that enable every corporate officer S to work with even more motivation toward bringing the hhc vision to fruition. The Compensation Committee will continue to ensure the fairness and transparency of its compensation-related decisions by deliberating thoroughly on the relevant issues and further enhancing its disclosure activities, thereby fulfilling its accountability to Company shareholders.

Chair of the Compensation Committee Bruce Aronson (Outside Director)

un u u ep t o e n e r pr

u rpr Identification and examination Resolution on the next of issues concerning officer year’s officer compensation systems t nti n nti e compensation systems

The Compensation Committee's decision- Review of the survey on Deliberation on Deliberation on officer making process concerning the revisions to determination of the compensation system officer compensation levels compensation levels compensation systems

The Compensation Committee's decision-making process of determining the performance-based unu compensation of corporate officers pr Establish the individual performance Formulate draft evaluations of the individual objectives of each corporate officer performance objectives of each corporate officer

unep ・Verify, deliberate on and determine the validity of the degree of attainment of Company-wide performance ・Deliberate on and determine Company-wide performance objectives and individual performance objectives objectives ・Based on the determined attainment degrees, pass ・Discuss, deliberate on and determine the suitability of the resolution on the individual bonus and stock-based individual performance objectives of each corporate officer compensation of each corporate officer

The 108th Ordinary General Meeting of Shareholders 67 Business Report Current Status of the Group

(5) Operations of the Independent Committee of Outside Directors

Personnel 7 directors (7 outside directors) Chair: Outside director Regarding the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (hereinafter “the Policy”), the Independent Committee of Outside Directors gathers objective information, etc., from outside advisors on acquisitions of companies, shares the latest information on legal Duties, etc. systems and other cases, etc., in Japan and overseas, and shares information related to the opinions obtained through discussions between outside directors and institutional investors, as well as the status of the exercise of voting rights, and deliberates on and considers whether to maintain, revise, or abolish the Policy accordingly. Status of holding of meetings FY2019: Held 7 times Attendance: All members 100% ■Status of Independent Committee of Outside Directors Activities in FY2019 (1) At its April and May 2019 meetings, the Independent Committee of Outside Directors deliberated on a letter to institutional investors opposed to the Policy. (2) At its June 2019 meeting, the Independent Committee of Outside Directors selected the Chair of the Independent Committee of Outside Directors and discussed the maintenance, revision, or abolishment of the Policy, eventually resolving to maintain the Policy. (3) At its July 2019 meeting, the Independent Committee of Outside Directors analyzed the results of the exercise of voting rights at the General Meeting of Shareholders and shared information on the trends of hostile takeovers in Japan and around the world, etc. (4) At its December 2019 meeting, the Independent Committee of Outside Directors reported its findings on the efforts and measures of companies that have abolished takeover defense measures. (5) At its February 2020 meeting, the Independent Committee of Outside Directors discussed the orientation of the Policy and the activities of the Independent Committee of Outside Directors for the next fiscal year based on a review of the latest relevant examples from other companies. (6) At its April 2020 meeting, the Independent Committee of Outside Directors confirmed the stance of each Committee member on the Policy.

Mechanism to Prevent Abusive Issuance of Stock Acquisition Rights (Imposition of So-called Takeover Defense Measures) The reason that the Independent Committee of Outside Directors has judged continuation of the Policy to be appropriate is given in “iii. Decision by the Independent Committee of Outside Directors” on page 79. It is believed that the most significant characteristic of the Policy is that it has a “mechanism to prevent abusive issuance of stock acquisition rights,” which is not included in the so-called takeover defense measures of any of the approximately 400 other companies in Japan. In addition, the Independent Committee of Outside Directors believes that rather than rejecting all acquisition proposals, if an acquisition proposal would contribute to the Company’s corporate value and the common interests of shareholders, the Company should proactively consider the proposal. Accordingly, the Independent Committee of Outside Directors believes it is better for shareholders, investors, and other stakeholders if the Company has the Policy, in order to maintain and improve the Company’s corporate value and the common interests of shareholders. One of the reasons for criticism of so-called takeover defense measures is the concern that they “will be used by members of the management team to protect themselves,” but in the Company’s case, from the perspective of the management team, the mechanism of the Policy makes it harder to issue stock acquisition rights (imposition of so-called takeover defense measures). The mechanism is as shown on the right.

68 Eisai Co., Ltd. Current Status of the Group

Message from the Chair of the Independent Committee of Outside Directors

At its February 2006 meeting, the Board of Directors reached a resolution on and officially implemented the Policy based on a proposal from the Independent Committee of Outside Directors. After 2 subsequent renewals, the Policy was partially revised in April 2018 to implement several changes, such as (1) shortening the effective period from 5 years to 1 year and (2) increasing the applicable acquisition criteria from 15% to 20%, based on dialogues and exchanges of opinion with institutional investors. The results of the exercise of voting rights on proposals for the selection of directors at the Ordinary General Meeting of Shareholders indicated that in FY2019, as has been the case in past years, some shareholders opposed the idea of continuing the Policy without putting it to a vote at the General Meeting of Shareholders. However, the results also showed that some of the shareholders who had voted in opposition the previous year were now in favor of the idea—the efforts and approaches of the Independent Committee of Outside Directors, evidently, have gotten through to the shareholders to Business

some extent. Report Over the course of FY2019, the outside directors further enhanced their dialogues and exchanges of opinion with institutional investors as components of a systematic framework and shared the findings that came out of those dialogues with all of the Company’s directors. The Independent Committee of Outside Directors considered the maintenance, revision, and abolition of the Policy after gathering and G discussing the necessary information, such as examples of activism and E corporate acquisition as well as the latest information and trends S pertaining to takeover defense measures. Looking ahead, the Independent Committee of Outside Directors will continue to provide thorough explanations of the Policy through the activities of outside directors and other means and proactively engage in dialogues and exchanges of opinion with institutional investors. Amid drastic changes in the corporate-management environment, the Independent Committee of Outside Directors will also continue to pursue its discussions of maintaining, revising, or abolishing the Policy with a tireless resolve.

Chair of the Independent Committee of Outside Directors Daiken Tsunoda (Outside Director)

A) If the Company has the Policy The Independent Committee of Outside Directors te opn s te oi eiertion te nepenent oittee o utsie iretors first makes a decision on the issuance or non- rerin issune or nonissune o sto uisition rits issuance of stock acquisition rights. The Independent Committee of Outside Directors is composed of 7 inst or outside directors. If 4 outside directors oppose top issune o issuance of stock acquisition rights, the decision is outsie outsie sto uisition rits made to not issue stock acquisition rights. Further, under this system, the decision cannot be overturned by the Board of Directors.

B) If the Company does not have the Policy B te opn oes not e te oi The Board of Directors makes a decision on the eiertion te Bor o iretors rerin issune or issuance or non-issuance of stock acquisition rights. nonissune o sto uisition rits The Board of Directors is composed of 11 of the inst or Company’s directors (7 outside directors and 4 top issune o inside directors). If all 4 inside directors vote in favor outsie outsie insie sto uisition rits of issuance of stock acquisition rights, issuance of stock acquisition rights cannot be stopped unless 6 of the 7 outside directors vote against it.

The 108th Ordinary General Meeting of Shareholders 69 Business Report Current Status of the Group

(6) Status of Establishment and Operation of Systems for Ensuring Proper Business Operations In accordance with Article 416 of the Companies Act and Article 112 of the Ordinance for Enforcement of the Companies Act, the Company’s Board of Directors has passed a resolution on the “Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee” and “Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers.” See pages 172 through 176 of the Appendix for the full text of both Rules. (1) Status of Operation of the “Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee” (hereinafter the “Rules”) a) Items regarding the directors and employees of the Company who assist in the duties of the Audit Committee of the Company The Company has established the Management Audit Department as a department with responsibilities to aid the duties of the Audit Committee. Staff of the Management Audit Department perform their duties under the direction of the Audit Committee and according to the rules established by the Audit Committee and the audit plan for the individual fiscal year. Their service is governed by the provisions of work regulations. Note that there is no director in place to aid the duties of the Audit Committee. b) Items regarding the independence of the Management Audit Department from the corporate officers of the Company and items regarding ensuring the effectiveness of the instructions of the Audit Committee of the Company to the Management Audit Department The director and staff of the Management Audit Department have performed their duties under the direction and orders of the Audit Committee, in accordance with the Rules. Evaluations of the director and staff of the Management Audit Department have all been conducted by the Audit Committee. Management Audit Department staff have been appointed and reassigned with the consent of the Audit Committee. c) System for officers and employees of ENW* companies to report to the Audit Committee All corporate officers report monthly to the Audit Committee regarding items stipulated in the Rules. Important matters have been reported as needed. In addition, important internal meetings have been established in the audit plan of the Audit Committee to monitor the status of discussions and resolutions. A system is established to ensure highly important compliance-related matters reported to the Chief Compliance Officer and/or the Compliance Counter are immediately reported to the Audit Committee (see pages 80 through 81). In addition, the Audit Committee obtains information related to the internal control of ENW companies from their corporate auditors. d) S ystems for ensuring that the person making a report in the preceding paragraph does not receive disadvantageous treatment on the grounds of having made such report The Compliance Handbook requires ENW executives and employees to report any concerns related to compliance, and prohibits retaliation against the person making the report. The Compliance Counter has established and implements operational rules, including the protection of persons making a report. Retaliatory and other similar acts toward persons making a report are also strictly prohibited in work regulations. The Audit Committee carries out monthly confirmations of the state of operation of the Compliance Counter, including the presence of prejudicial treatment. e) Items regarding policies for the processing of expenses and obligations that arise with respect to the execution of duties of Audit Committee members All expenses for the execution of duties of the Audit Committee are processed without any restrictions being placed by operational divisions.

* ENW (Eisai Network companies) refers to the corporate group composed of Eisai Co., Ltd., and its subsidiaries and associated companies.

70 Eisai Co., Ltd. Current Status of the Group f) Other systems for ensuring the effective performance of audits of the Audit Committee The Audit Committee obtains audit plans and audit results from the Accounting Auditor and the internal audit departments to ensure audits by the Audit Committee are effectively performed. Through these audit activities, the Audit Committee also shares necessary information with the Accounting Auditor, internal audit departments, and other related parties.

(2) S tatus of Operation of the “Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers” a) S ystem for storage and management of information related to the performance of duties of corporate officers A corporate officer in charge of the storage and management of information has been appointed. Said corporate officer has taken steps to ensure confidential information is handled correctly. The “ENW Confidential Information Security Policy” and other rules for the storage and management of Business information related to the performance of duties by corporate officers have been prepared and Report workshops are held on an ongoing basis. The status of these measures is reported to the Board of Directors and Audit Committee. b) R ules and other systems regarding management of the risks of loss in ENW G The corporate officer responsible for internal control has introduced a system called control self- E assessment (CSA), in which risks of loss in ENW are managed and self-assessed, thereby supporting S risk management at all organizational levels including corporate officers, and the establishment and evaluation of internal control. Corporate officers use CSA and other means to identify important risks of loss (important risks) in duties to which they have been assigned (in Japan and abroad) and important risks at subsidiaries (in Japan and abroad). An appropriate system of management has thus been prepared and is under operation. In particular, with regard to the risks of loss related to a number of departments that may result in significant loss to the Company, the Chief Financial Officer (finance), General Counsel (legal affairs), and corporate officer assigned to general affairs and environmental affairs (environment, disasters) bear the responsibility. Accordingly, they have created necessary rules, including rules concerning consolidated accounting, rules for the prevention of insider trading, and a business continuity plan. By posting them on the Company’s internal website and holding workshops, they take countermeasures, operate the rules, and ensure that the Company’s employees are thoroughly familiar with these rules. In addition, the Risk Management Committee, chaired by the corporate officer responsible for internal control, centrally manages the status of risks of loss by ENW and the response to those risks, and promotes the establishment and maintenance of internal control. c) System for ensuring that the duties of ENW are conducted efficiently The Company’s Board of Directors delegates a significant amount of the decision-making related to the execution of business to corporate officers. At the same time, the Board appropriately establishes the division of duties and mutual relationships between corporate officers. The Chief Talent Officer has established and thoroughly implemented decision-making procedures for important matters at ENW. These procedures define the drafter, parties to be consulted, person responsible for implementation, person responsible for the outcome, etc., related to important matters at ENW to establish a system that enables such decision-making to be conducted efficiently. The procedures are reviewed and revised each year. Further, the corporate officers establish decision-making procedures for their assigned duties so that such duties are conducted efficiently. The status of important decision-making by corporate officers is reported to the Board of Directors as needed.

The 108th Ordinary General Meeting of Shareholders 71 Business Report Current Status of the Group

d) S ystem for ensuring that performance of duties by directors of ENW* other than the Company and corporate officers and employees of ENW companies is in accordance with laws and Articles of Incorporation The Chief Compliance Officer, who is also a corporate officer responsible for internal control, promotes compliance and the establishment of internal control. Compliance is promoted by establishing and putting into practice a compliance program. With regard to internal control, all corporate officers establish, develop, and operate internal controls within the scope of their responsibilities in accordance with the Internal Control Policy established by the corporate officer responsible for internal control. Aiming to support the internal controls established, developed, and operated by corporate officers, the Corporate Compliance and Risk Management Department works to reduce everyday operational risks (1) by assessing important company-wide risks through interviews with all corporate officers and (2) by implementing CSA for all ENW department managers. For CSA, Eisai has established a regional management organization or appointed a regional manager in each of the Japan, Americas, Europe, Asia, and China regions to globally promote internal control through support for risk management. Internal audits are conducted by the Corporate Internal Audit Department and the internal audit departments of each region from an objective point of view and independently of the audited organization. The results of all internal audits are periodically reported to the Board of Directors, Audit Committee, and Executive Board. (For more on internal audits, see page 83.) A corporate officer who confirms that ENW are in compliance with laws, regulations and the Articles of Incorporation in regards to specialized areas specific to a pharmaceutical company is appropriately appointed. e) S ystem for reporting to the Company about matters related to execution of duties of officers and employees of ENW companies other than the Company The Company determines the corporate officer to be assigned to oversee, supervise, or manage ENW companies through the division of duties. The corporate officer assigned to be in charge of ENW companies has established a system for receiving reports from ENW, through decision-making procedures provided for each ENW company, attendance at important meetings, periodic reports, etc. The corporate officer in charge reports the status of ENW companies to the Board of Directors as needed. * ENW (Eisai Network companies) refers to the corporate group composed of Eisai Co., Ltd., and its subsidiaries and associated companies.

72 Eisai Co., Ltd. Current Status of the Group

(7) Compensation Paid to Directors and Corporate Officers 1. Determination of Compensation, etc. Compensation paid to directors and corporate officers is determined by the Compensation Committee. All the 3 members of the Company’s Compensation Committee, including the chair, are outside directors, and the Compensation Committee places emphasis on an objective perspective and transparency. The Compensation Committee has the authority to determine the content of compensation, etc. of individual directors and corporate officers of the Company. It determines (1) policy concerning decisions on the content of compensation of individual directors and corporate officers, (2) the content of compensation of individual directors and corporate officers, and (3) the evaluation of the level of attainment of Company-wide performance targets and the individual performance targets of each corporate officer for the performance-based compensation of corporate officers.

2. Basic Policy Regarding the Determination of Compensation

The Compensation Committee has established the following Basic Policy concerning compensation Business Report paid to directors and corporate officers in the Rules for the Operation of the Compensation Committee.

G Basic Policy Concerning Compensation Paid to Directors and Corporate Officers E (1) Compensation shall be such that it enables the Company to globally attract excellent personnel to the Company’s management cadre. S (2) Compensation shall be reasonable and have a high level of fairness, and shall be such that it can be explained to shareholders and employees as fulfilling those requirements. (3) A different system shall be used for compensation for directors who perform management oversight functions and corporate officers who perform duties. (4) Compensation paid to directors shall be at a level suitable to enable them to perform their management oversight function, which is their duty. (5) Compensation paid to corporate officers shall be at a level that will strongly motivate them in the performance of their duties, thereby contributing substantially to the Company. (6) Directors who serve concurrently as corporate officers shall receive only the compensation designated for corporate officers. (7) Corporate officers who serve concurrently as employees shall receive only the compensation designated for corporate officers.

3. Process of Determining the Compensation System The Compensation Committee examines various issues concerning the compensation paid to directors and corporate officers, confirms the level of compensation each year, and determines the compensation system for the following year. The Compensation Committee actively incorporates and utilizes data, etc., from outside specialized organizations when examining various issues related to compensation and investigating and examining the level of compensation. 4. Compensation System for Directors

Director Base ・ Base compensation is a fixed amount. compensation compensation ・ The chair of the Board of Directors and each Committee chair receive additional compensation for his or her service as chair. ・ Inside directors receive additional compensation for their service as full-time directors.

Compensation paid to directors is only a fixed base compensation. The duty of directors is to supervise management, and a fixed rate not incorporating performance-based compensation is used to ensure that directors are able to properly perform their oversight functions. The level of compensation is intended to be set at the upper middle range for the industry.

The 108th Ordinary General Meeting of Shareholders 73 Business Report Current Status of the Group

5. Compensation System for Corporate Officers Compensation paid to corporate officers is determined in accordance with these basic policies by the Compensation Committee with an aim to enable the Company to attract excellent personnel to the Company’s management cadre and to strongly motivate corporate officers in the performance of their duties, thereby contributing substantially to the Company, and with a recognition of the differences in the levels and mechanisms of compensation, etc., in each country or region.

Compensation paid to corporate officers is composed of base compensation, bonuses, and stock- based compensation, as shown in the following figure. The level of compensation paid to corporate officers is intended to be set at the upper middle range for the industry. Compensation paid Base ・ Base compensation is a fixed amount by position. to corporate officers compensation

Bonuses ・ Bonuses are paid within the range of 0-225% of the base amount of bonus by position according to the degree of attainment of Company-wide performance objectives and the performance objectives of individual corporate officers.

Stock-based ・ Stock-based compensation is granted within the range of compensation 0-150% of the base number of shares granted by position according to the degree of attainment of Company-wide performance objectives.

The compensation paid to corporate officers is composed of base compensation, bonuses, and stock-based compensation at a ratio of 6:3:1, and performance-based compensation accounts for 40% of total compensation. Fixed compensation Performance-based compensation

Base compensation Bonuses Stock-based compensation (60%) (30%) (10%)

In the case of compensation, etc., for corporate officers who have been appointed from an overseas subsidiary and corporate officers who have advanced specializations or qualifications, etc., the compensation paid is deliberated on and determined on an individual basis considering differences in local compensations systems, compensation levels, and specializations of duties, although the process of determining compensation is the same. In particular, the performance-based compensation of corporate officers who have been appointed from an overseas subsidiary adopts a medium- to long-term incentive system instead of a stock-based compensation system. Stock-based Compensation System for Corporate Officers

Mechanism of the stock-based compensation system (conceptual diagram)

[Beneficiary] [Trustor] The Company Eisai corporate officers

(1) Establishment (2) Eisai stock (2) Payment (3) Provision of stock-based of trust (treasury compensation based on the (3 years) stock) degree of attainment of Company-wide performance objectives [Trustee] Mitsubishi UFJ Trust and Banking Corporation

74 Eisai Co., Ltd. Current Status of the Group

The Company’s stock-based compensation system is a medium- to long-term incentive plan that provides stock-based compensation to corporate officers through a trust based on the degree of attainment of Company-wide performance objectives. It is designed to motivate the Company’s corporate officers to share the profit-consciousness of shareholders, and to perform duties from a medium- to long-term perspective on performance and stock prices. Stock-based compensation provided to corporate officers increases or decreases each year according to Company-wide performance. In addition, in the medium and long term, when stock prices fluctuate, the actual value of the compensation fluctuates accordingly. The Company believes that maintaining this mechanism will strengthen the motivation of corporate officers to take the perspective of shareholders and strive to increase corporate value. Company regulations prohibit corporate officers from selling Eisai stock while in office and until at least 1 year after the individual has left that position. Business Report Process of Determining Performance-based Compensation

Degree of attainment of Degree of attainment of Base amount of bonus Bonuses = x Company-wide x individual performance by position performance objectives* objectives G Payout rate: 0-225% Evaluation: 0-150% Evaluation: 0-150% E S Degree of attainment of Stock-based Base number of shares = Company-wide compensation granted by position x performance objectives* Payout rate: 0-150% Evaluation: 0-150% * Consolidated revenue, consolidated operating profit, consolidated profit for the year (attributable to the parent company), and consolidated ROE The Compensation Committee deliberates on and determines the performance evaluations of corporate officers and the amount and number of shares granted to each person as performance- based compensation (bonuses and stock-based compensation). The bonuses and stock-based compensation of corporate officers are calculated based on the degree of attainment of Company- wide performance objectives and the degree of attainment of individual performance objectives using the above formula. The degree of attainment of Company-wide performance objectives is determined based on an evaluation of consolidated revenue, consolidated operating profit, consolidated profit for the year (attributable to the parent company), and consolidated ROE. Each fiscal year, the Compensation Committee evaluates the achievement of Company-wide performance objectives in a range of 0 to 150%, based on the degree of achievement of each item. The Company decided to adopt these 4 evaluation indicators because first of all, they represent management indicators to share with shareholders as published numerical targets for achieving the business plan for the corresponding fiscal year, and because the Company considers consolidated ROE an important indicator of the sustained creation of value for shareholders. The Compensation Committee has deemed the 4 indicators appropriate for evaluating the performance of duties. As for the degree of attainment of individual performance objectives, the Compensation Committee approves the individual evaluations proposed by the Representative Corporate Officer and CEO after evaluation, in accordance with the degree of achievement of the individual performance objectives of each corporate officer. Further, each corporate officer assigns weighted points to concrete performance objectives in accordance with the priority of the objectives, then sets individual performance objectives through deliberation with the Representative Corporate Officer and CEO. The objectives are approved by the Compensation Committee after evaluation of their suitability. As a result, bonus payments to corporate officers are paid in the range of 0 to 225%, with the bonus base value as 100%, and stock-based compensation is provided in the range of 0 to 150%, with the base number of granted shares as 100%. The 108th Ordinary General Meeting of Shareholders 75 Business Report Current Status of the Group

Performance-Variable Bonus Payments to Corporate Officers The degree of attainment of Company-wide performance objectives is determined based on an evaluation of consolidated revenue, consolidated operating profit, consolidated profit for the year, and consolidated ROE in a range of 0 to 150%, based on the degree of achievement of each item. The degree of attainment of individual performance objectives is determined in a range of 0 to 150%. As a result, bonus payments to corporate officers are paid in the range of 0 to 225%. The degree of attainment of Company-wide performance objectives for FY2018 was set to 107% based on the degrees of attainment for the various evaluation indicators. The Company- wide performance objectives, corresponding actual results, and corresponding degrees of attainment for FY2018 are as shown in the following table.

Degree of Degree of attainment of Objective Actual Company-wide attainment performance objectives Consolidated revenue ¥632.0 billion ¥642.8 billion 102% Consolidated operating profit ¥86.0 billion ¥86.2 billion 100% 107% Consolidated profit for the year ¥57.5 billion ¥63.4 billion 110% Consolidated ROE 9.5% 10.4% 109% Bonus payments to corporate officers are determined by multiplying a base bonus, equivalent to 30% of the corresponding corporate officer’s total compensation, by the degree of attainment of Company-wide performance objectives and the corresponding corporate officer’s degree of attainment of individual performance objectives. The degree of attainment of Company-wide performance objectives and average degree of attainment of individual performance objectives for FY2018 were both 107%, which made the average payment rate for bonus payments to corporate officers in FY2018 equivalent to 115% of the base bonus.

Degree of attainment of Degree of attainment of Company-wide individual performance objectives performance objectives Bonus payments to corporate = Base bonus × 107% × 107% officers for FY2018 = Base bonus × 115%

The graph below shows the bonus payment rates based on the degree of attainment of Company-wide performance objectives and the corporate officer bonus payment rates (averages) for the past 5 years. As the graph indicates, payments have varied considerably according to the degree of attainment of Company-wide performance objectives. Performance-Variable Bonus Payments to Corporate Officers (%) 137% 140 130%

115% 120 130% 120% 84% 85％ 100 107%

80 94% 79%

60 2014 2015 2016 2017 2018 (FY)

Bonus payout rate based on the degree of attainment Corporate officer bonus payment rates of Company-wide performance objectives (averages)

76 Eisai Co., Ltd. Current Status of the Group

6. Total Amount of Compensation Paid to Directors and Corporate Officers The grand total of compensation paid to directors and corporate officers in FY2019 (from April 1, 2019, to March 31, 2020) was as indicated below.

Total FY2019 Officer Compensation

Performance-based compensation Base compensation Stock-based Bonuses compensation Total Number of Number of Number of Expense (Millions of yen) Amount Amount recipients recipients recipients amount (Millions of yen) (Millions of yen) (No. of officers) (No. of officers) (No. of officers) (Millions of yen) Directors (inside) 4 113 ― ― ― ― 113 Directors (outside) 7 92 ― ― ― ― 92

Corporate officers 28 763 28 468 28 147 1,378 Business Report Total 39 968 28 468 28 147 1,583

(Notes) 1 As the compensation of directors also serving as corporate officers is only the compensation for corporate officers, the compensation of the Director, Representative Corporate Officer and CEO is included in the amount for corporate officers. G 2 Figures for base compensation are the total figures for base compensation paid to each applicable director and E corporate officer for the respective terms in FY2019. S 3 Figures for bonus payments to corporate officers are the total figures representing the total value of planned accrued bonuses to be paid in July 2020 to eligible corporate officers for the period from April 2019 through March 2020, together with the total value of bonus payments paid in July 2019 to eligible corporate officers for the period from April 2018 through March 2019, less the value of the reserve for bonus payments disclosed in the business report for FY2018. 4 Figures for stock-based compensation of corporate officers are the total figures representing the total value of planned accrued stock-based compensation to be granted in July 2020 to eligible corporate officers for the period from April 2019 through March 2020, together with the total value of stock-based compensation, etc., granted in July 2019 for the period from April 2018 through March 2019, less the value of the reserve for stock-based compensation disclosed in the business report for FY2018. The stock-based compensation of corporate officers indicated is based on the total amount obtained by multiplying the total number of the Company’s common stock granted or scheduled to be granted to the relevant corporate officer by the unit price of the Company’s shares held by a trust. 5 Stock options have been abolished since the transition to the stock-based compensation system in June 2013, and no necessary expenses for accounting were recorded beginning in FY2015, and are therefore not shown in the table.

7. Total Amount of Consolidated Compensation for Each Officer (¥100 million or more) The officers for whom consolidated compensation, etc., was ¥100 million or more in FY2019 are the following 6 individuals. The amounts for each are given below. Haruo Naito Representative Corporate Officer and CEO ¥157 million Edward Stewart Geary Senior Vice President ¥108 million Gary Hendler Senior Vice President ¥137 million Lynn Kramer Vice President ¥176 million Shaji Procida Vice President ¥155 million * Yanhui Feng Vice President ¥110 million

・Gary Hendler receives compensation from Eisai Europe Ltd. (U.K.), while Lynn Kramer and Shaji Procida each receive compensation from Eisai Inc. (U.S.A.). Yanhui Feng receives compensation from Eisai China Inc. (China). The total amount of compensation received is shown for these individuals. * Shaji Procida retired from her corporate officer post effective December 31, 2019, and received separate retirement-related benefits in the amount of ¥369 million from Eisai Inc. (U.S.A.).

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(8) Contents, etc., of the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” The content stipulated in Article 118, Item 3 of the Ordinance for Enforcement of the Companies Act (“basic policies related to the way a person is to control decisions on financial and business policies”) is included in “4. Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” on pages 177 through 185 of the Appendix. i. Significance and Purpose The “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (hereinafter “the Policy”) establishes procedures, etc., for large-scale holding of the Company’s stock, for the purpose of protecting the Company’s corporate value and the common interests of shareholders generated by the implementation of the various measures of the medium-term business plan, etc. The purpose is to ensure that the Independent Committee of Outside Directors has an opportunity to respond to the mandate of our shareholders to thoroughly examine the contents of large-scale purchases of the Company’s stock, by requesting information from the purchaser to judge whether the purchase would improve the Company’s corporate value and the common interests of the shareholders, or whether the purchase may damage them. If the Independent Committee of Outside Directors judges that the proposal of the purchaser fulfills the procedures and criteria, etc., of the Policy, and will contribute to improvement of corporate value, stock acquisition rights will not be issued. On the other hand, if it is judged that the proposal does not fulfill the procedures and criteria, etc., of the Policy, and will damage the Company’s corporate value and the common interests of the shareholders, the Committee will propose issuance of stock acquisition rights. ii. Characteristic Mechanisms a) Implementation and updating by the Board of Directors As for the implementation and updating of the Policy, rather than putting it to a vote at the General Meeting of Shareholders, the corresponding decisions are made by the Board of Directors in accordance with a proposal from the Independent Committee of Outside Directors. This is because we believe that, from the perspective of improving the Company’s corporate value and the common interests of the shareholders, it is appropriate for the directors, who have a mandate from the shareholders, to obtain sufficient information, including the opinions of experts, and carefully and responsibly consider the matter. Seven of the 11 directors on the Company’s Board of Directors are outside directors, with an outside director also serving as chair. All 7 of the Company’s outside directors are independent from management and composed of managers, academic experts, and specialists in accounting and law, etc., with abundant experience and excellent records of achievement. Only 1 of the Company’s 4 inside directors is concurrently a corporate officer. With this configuration of directors, we believe that the Company’s Board of Directors is able to represent the interests of our shareholders and make objective and reasonable judgments regarding the Policy. b) Mechanism that makes it possible to reflect the will of all shareholders By having each director declare his or her stance on the Policy in the reference documents for the proposals for the selection of directors included with the Notice of Convocation of the Ordinary General Meeting of Shareholders, the Policy establishes a mechanism that makes it possible to reflect the will of all shareholders through the exercise of voting rights regarding proposals for the selection of directors. c) Mechanism that prevents arbitrary operation by the management team The Independent Committee of Outside Directors makes decisions on the issuance or non- issuance of stock acquisition rights based on the Policy. If the Independent Committee of Outside Directors judges that an offer to purchase fulfills the procedures and criteria of the Policy and will contribute to the improvement of the Company’s corporate value, stock acquisition rights will not

78 Eisai Co., Ltd. Current Status of the Group

be issued. Such decisions on the non-issuance of stock acquisition rights will not be deliberated upon again by the Board of Directors. The mechanism ensures that neither inside directors nor corporate officers have any involvement in decisions not to issue stock acquisition rights, and makes it possible to prevent abusive operation of the Policy (issuance of stock acquisition rights) by the management team. d) The 1 year effective period The effective period of the Policy is 1 year. The Independent Committee of Outside Directors considers whether to maintain, revise, or abolish the Policy on a yearly basis. The Independent Committee of Outside Directors can resolve to make a proposal to revise or abolish the Policy to the Board of Directors at any time. iii. Decision by the Independent Committee of Outside Directors The Independent Committee of Outside Directors makes the decision to maintain the Policy after conducting deliberations on the following. a) While the Policy can serve to establish favorable conditions for the majority of existing Business

shareholders through negotiations with purchasers when such appear, its operation includes a Report mechanism that eliminates arbitrariness of the management team and makes it possible to prevent abusive issuance of stock acquisition rights by the management team (imposition of so-called takeover defense measures), so it is believed to be better for shareholders and investors to have it. b) Depending on the Company’s business environment and industry trends, the presence of risks in G acquisitions that have the danger of damaging the Company’s corporate value and the common E interests of shareholders cannot be denied, and from the perspective of protecting the security S and peace of mind of the Company’s principal stakeholders, including patients and their families, it is both necessary and appropriate for the Board of Directors to make sufficient preparations to handle risks. c) Although procedures for large-scale purchasing have been established in Japan’s Financial Instruments and Exchange Act, compared to the legal systems involved in corporate acquisitions in each country of Europe and the U.S., we recognize that the Act is still not enough to protect the Company’s corporate value and the common interests of shareholders. d) If we establish procedures, etc., for large-scale purchases of the Company’s stock and disclose them, and a purchaser appears, the Independent Committee of Outside Directors will be able to ensure enough time to thoroughly consider the contents of the purchaser’s proposal. e) The Policy establishes a mechanism that makes it possible to reflect the will of all shareholders through the exercise of voting rights regarding proposals for the selection of directors at General Meetings of Shareholders.

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7. Compliance Risk Management The Chief Compliance Officer, who is also the corporate officer responsible for internal control, heads the Corporate Compliance and Risk Management Department and promotes compliance and risk management. (1) Promotion of Compliance The Company defines compliance as the “observance of relevant laws and ethical standards” and positions it at the core of management activities. We implement the Group’s compliance program, including delivering the message of the top management, establishing a system for promoting compliance, developing a code of conduct and rules, running educational activities, and providing consultation services. Compliance promotion activities periodically undergo objective reviews by a Compliance Committee made up of external experts such as lawyers and consultants from inside and outside Japan. In FY2019, the Company conducted a global survey regarding the awareness of compliance. We are using the results of analysis and evaluation of the findings to further enhance our compliance program. a) Educational activities to foster an awareness of compliance The Group has issued a “Compliance Handbook,” which outlines the ENW* Charter of Business Conduct and the code of conduct in 17 languages. We provide training to all corporate officers and employees to help them understand the contents, and each year, all corporate officers and employees commit to adhering to the contents. In addition, ENW in Japan have created a “Compliance Card” for all corporate officers and employees to carry with them. The card includes contact information for the Compliance Counter (whistle-blowing hotline), etc. In addition, awareness training continues to be implemented through means such as hosting workshops Compliance Card (including compliance workshops designed for officers), e-learning, and communication of case studies, in order to foster an awareness of compliance. In December 2019, the Company conducted a campaign to increase trust in the Compliance Counter and employees’ awareness of compliance. In this campaign, the members of the Corporate Compliance and Risk Management Department visited 14 major business offices and ENW in Japan and introduced the role and activities of the Compliance Counter. Campaigns held at the Head Office b) O peration of the Compliance Counter and reports to the Audit Committee The Compliance Counter serves as a point of contact and consultation for whistle-blowing in ENW. It has been set up regionally, including in Japan, the United States, Europe, China, and Asia, in addition to a global contact point for consultation and reporting from each country to Japan. The Company’s Compliance Counter was registered in the “Whistleblowing Compliance Management System Certification (Self-declaration of Conformity Registration System)” of the Consumer Affairs Agency, on April 3, 2020. The Company has also established outside consultation desks staffed by independent outside attorneys and outside consultation desks operated by ombudspersons to handle problems related to work and the workplace (GUIDEA), and has established an environment that makes notification easy. * ENW (Eisai Network companies) refers to the corporate group composed of Eisai Co., Ltd., and its subsidiaries and associated companies.

80 Eisai Co., Ltd. Current Status of the Group

The status of the reception of consultations and contacts is reported to the Audit Committee each month. A system is also established to ensure that highly important matters reported to the Chief Compliance Officer and/or the Compliance Counter are immediately reported to the Audit Committee. c) Transactions between related parties In order to prevent interested parties of the Company, including its directors, corporate officers, and employees, from abusing their position to harm the interests of the Company or the common interests of shareholders, the Company’s “Anti-Bribery and Anti-Corruption Policy of Eisai Network Companies (ENW)” contains provisions prohibiting conflict-of-interest transactions, giving of benefits to shareholders, and bribery. Directors, corporate officers, and employees are made thoroughly familiar with the content. The existence of transactions between the Company and its major shareholders as well as the nature of such transactions are appropriately supervised by the Company’s Board of Directors, and subjected to periodic audits by the Audit Committee. In addition, in an effort to prevent conduct that runs counter to the interests of the Company and its shareholders, the Company’s Board of Directors Business stipulates and discloses in the Detailed Rules of the Board of Directors that transactions competitive to Report the Company and transactions that conflict with the interests of the Company by directors and corporate officers require the approval of the Board of Directors. In addition, material facts related to such transactions must be reported appropriately to the Board of Directors. G (2) Promotion of Risk Management E S Eisai’s Board of Directors has established the “Rules for Preparing Necessary Systems for Ensuring the Suitability of the Performance of Duties by Corporate Officers” in accordance with the stipulations of the Companies Act. The Rules stipulate that all corporate officers are to identify risks in their assigned duties, and build, maintain, and operate internal control. The corporate officer responsible for internal control has established globally common “ENW* internal control policies,” promotes the creation, maintenance, and operation of internal control throughout the Group, and Eisai Risk Management Structure

● Establishment of Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers ● Oversight of the establishment, maintenance, and operation of internal control by corporate officers

Report

Corporate officer in charge of internal control

Risk Management Committee Corporate Compliance and (Chair: Corporate officer in charge of Risk Management internal control) Secretariat Department ● Centrally manage risk information ● Proposals to/support for corporate officers (Provision of internal and external risk information)

Corporate Corporate Corporate Establishment, maintenance, officer officer officer and operation of internal control

Department in charge of risk management Support for establishment, Person responsible for/person in charge maintenance, and of promotion of CSA operation of internal control Individual departments (promotion of CSA) and organizations (CSA: Control Self-Assessment)

* ENW (Eisai Network companies) refers to the corporate group composed of Eisai Co., Ltd., and its subsidiaries and associated companies.

The 108th Ordinary General Meeting of Shareholders 81 Business Report Current Status of the Group

works to manage risks within the allowable range. The Risk Management Committee holds regular meetings, with the corporate officer responsible for internal control as the chair, to centrally manage the risks that are deemed to be particularly important out of all of the risks identified by corporate officers and department managers, and to promote identification of risks and prompt, efficient risk response. In addition, the Committee strives to detect potential risks to the Company at an early stage, in light of outside corporate scandals, etc., and implements measures to prevent those risks from being actualized.

Charter of Business Conduct of Eisai Network Companies

We give first thoughts to patients and their families. We strive to increase the benefits that healthcare provides them and we conduct our business to meet their diversified healthcare needs worldwide. As a Human Health Care (“hhc”) company, we develop and provide products and services that contribute to the well-being of patients and their families under any healthcare system. It is an integral part of our corporate mission that we exercise good business judgment and act in a proper manner, in compliance with all relevant laws and ethical standards. These principles are essential to the company’s existence and are given top priority in all corporate activities. We hereby establish our Charter of Business Conduct as a statement of our commitment to compliance. Eisai’s officers, directors and managers recognize that it is their role to lead by example by implementing the content and spirit of this Charter in all the work they do and in supervising those who work with them. By adhering to this Charter, they will inspire and encourage everyone to apply these standards in all their activities. Everyone is expected to abide by the content and spirit of this Charter.

Eisai and its stakeholders 1. We promote mutual respect and trust in our business relationships including healthcare providers, shareholders, investors, employees, business partners, patients and communities 2. We do not tolerate bribery or any other form of corrupt business behavior 3. We compete fairly 4. We appropriately manage information and ensure our records are accurate, complete, fair and secure 5. We communicate with stakeholders, and appropriately disclose corporate information in a timely manner 6. We act in accordance with the principles of fairness, respect, and non-discrimination in the workplace and provide a safe work environment for our employees

Eisai and society 7. We comply with all relevant laws and regulations of each country in which we do business and we conduct ourselves with the highest level of integrity 8. We respect human rights and prevent, within the scope of our business, modern slavery such as child labor, forced labor and human trafficking, while we take into consideration the cultures and customs of the countries where we operate 9. We are a “good corporate citizen” and support and encourage activities that contribute to society 10. We maintain fair and transparent relations with political and government entities 11. We shall not enter into, or to the extent we become aware we shall sever, relations with organized crime groups 12. We promote best practices for environmental protection in our business activities

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8. Internal Audit Activities The Company works together with the internal audit departments set up in each region (Japan, the United States, Europe, China, Asia, etc.) by the Corporate Internal Audit Department, which is overseen by the corporate officer responsible for internal audits, to perform internal audits globally. These internal audits are intended to evaluate from an independent and objective standpoint whether the duties conducted under the supervision of each corporate officer are executed properly and efficiently. The audit results are regularly reported to the Board of Directors, the Audit Committee, and the Executive Board. The establishment and operation of internal control related to financial reports are evaluated through internal audits that take into consideration information obtained from each related division, in accordance with the stipulations of the Financial Instruments and Exchange Act of Japan. In addition, we have established opportunities to share information with the Accounting Auditor on a regular basis and are striving to collaborate toward accurate and efficient internal control audits. To ensure the audits are of a high quality that meets international standards, the internal audit departments receive evaluations by an external evaluation committee composed of outside experts. Business

These evaluations are conducted according to the global standards developed by The Institute of Report Internal Auditors (IIA), which is headquartered in the United States. Further, our efforts related to internal audit activities have garnered high praise, and in September 2019, the Company received the 33rd “Chairman’s Award” (Excellence Award for Internal Auditing Practices) from the Institute of Internal Auditors - Japan. G E S

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9. Risk Factors Risks and uncertainties that could cause significant fluctuations in the results of the Group or have a material effect on investment decisions are as follows. However, these do not cover all of the risks and uncertainties faced by the Group, and it is possible that they will be affected in the future by other factors that cannot be foreseen, or are not deemed to be important, at this point in time. The Group’s Executive Board and other decision-making bodies regularly discuss the risks and uncertainties faced by the Group, and consider measures to utilize these risks and uncertainties as opportunities, or to mitigate them. The results of such consideration are reported to the Board of Directors, which in turn discusses them. Accordingly, the risks and uncertainties indicated below do not only include the input from the Executive Board, but also reflect the discussions of the Board of Directors. (1) Corporate Philosophy Management The Company has adopted the Corporate Philosophy of giving first thought to based on the patients and their families, and to increasing the benefits health care provides. Corporate These aims are stipulated in our Articles of Incorporation as well and have been Philosophy shared with stakeholders. Collectively, they constitute our “Purpose.” We believe that the increased benefit to patients and their families resulting from achievement of these aims will lead to improved performance of the Group and increased corporate value in the long term. The strategic intent of the medium-term business plan “EWAY 2025” is also dependent on the Corporate Philosophy of hhc, and the powerful motivation generated by understanding the true needs of patients is the source of the Group’s innovation. In addition, we view the importance of promoting the information management/provision, etc., needed to promote further the research and development of new drugs, produce and sell high-quality products, and achieve safe use of pharmaceuticals, on a foundation of controls, aimed at creating patient value, as “Integrity.” This Philosophy is also the building block of our ESG efforts, such as provision of a lymphatic filariasis treatment free of charge, improvement of access to medicines, and building of a community that coexists with dementia. Accordingly, insufficient permeation of the Corporate Philosophy throughout the Group, stagnation of the implementation of management aimed at implementing the Philosophy, and other factors that hinder the full increase of benefit to patients and their families may have significant impact not only on the Group’s business performance, but also on the improvement of corporate value, including non- financial value.

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(2) Business Strategy Establishment The Group has established maximization of the value of next-generation of AD Alzheimer’s disease (AD) treatments as one of the most important strategies in the franchise medium-term business plan “EWAY 2025.” However, considering the patients to whom the treatment would be directed, it is possible that it will not be possible to provide next-generation AD treatments to patients in a broad manner by using conventional sales and promotion strategies. In short, it may not be possible to obtain the anticipated future revenue without the permeation of education on the illness that is aligned with the patient journey of Alzheimer’s patients, from new recognition of the illness to diagnosis, treatment, and subsequent daily living, establishment of diagnosis methods that utilize cognitive function testing, positron emission tomography (PET), and cerebrospinal fluid (CSF), etc., establishment of a follow-up structure to ensure safety, and the establishment of an AD franchise, or in other words, an ecosystem that takes into consideration the fostering of a culture that measures cognitive function in society in general. Business Maximization The Group and U.S. Merck & Co., Inc., Kenilworth, N.J., U.S.A. are conducting or Report of the value planning trials of combination therapy using anticancer agent Lenvima and the of Lenvima anti-PD-1 antibody KEYTRUDA for 13 indications for 7 types of cancer. The combination has been granted breakthrough therapy designation by the U.S. Food G and Drug Administration (FDA) for hepatocellular carcinoma (first-line), renal cell E carcinoma (first-line), and endometrial cancer. However, it is possible that we will S not be able to achieve the sales plan for Lenvima due to changes in positioning resulting from unanticipated trial results for competing products or approval timing, preventing the acquisition of approval of additional indications for Lenvima at the originally expected timing, and weakening the competitiveness of the product. One-time payments for certain option rights, development milestones, and sales milestones, etc., have been set in the revenue obtained through the Lenvima partnership model, and if they are not achieved due to a failure to achieve sales targets or acquire approval, it may not be possible to obtain the revenue anticipated for the future.

Partnership The Group considers partnerships to be an effective means of improving efficiency model and productivity. Partnerships may be established with the aim of accelerating new drug development through utilization of the latest science and technology, or with the aim of efficient resource usage and maximization of business value in each region. Please refer to “Business to Be Addressed” on page 36 and the “Status of Major Contracts” on page 116 for details regarding the Group’s partnerships. If there are differences of opinion with partners in pharmaceutical research and development, production, and sales activities that utilize partnerships, the aforementioned activities may be delayed or become inefficient. It is also possible that unanticipated partnership expenses will be generated, thereby reducing the planned and anticipated profits, or otherwise hindering the maximization of business value. In addition, in the event of differences in interpretation of contracts, it is possible that such differences will develop into litigation or mediation between the Group and partners, ultimately leading to dissolution of the partnership. In such cases, business performance may be significantly affected, including the prevention of the creation of new drugs or achievement of revenue in the future as expected.

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Digital The Group has established the goal of becoming a Medico Societal Innovator as a transformation major theme in the medium-term business plan “EWAY 2025,” in an aim to convert from a value chain model to an ecosystem platform model. As the “Fourth Industrial Revolution” moves steadily forward, one of our important issues will be to achieve a digital transformation aimed at causing a paradigm shift in all aspects, from drug discovery to providing patients with medicines, through the use of AI. The Company assigned a Chief Digital Officer and will accelerate the Group-wide digital strategy. The changes in the business environment caused by the recent outbreak of a novel coronavirus (COVID-19) make the need for a digital transformation clear. Any delays in efforts to achieve it or factors that hinder the achievement may have significant impact not only on the Group’s business performance, but also on the improvement of corporate value, including non-financial value.

(3) Pharmaceutical Research and Development, Production, and Sales Activities New drug The Group is developing candidates for the next-generation AD treatments and development many other new drugs. In regard to candidates for the next-generation AD treatments, the Group is taking the lead in the Phase III trial of BAN2401. In addition, the Group’s partner Biogen was taking the lead in the Phase III trials of aducanumab. Drug development requires a long period of time and a large investment of capital. Development of a drug candidate substance may be discontinued due to shortcomings in its effectiveness or safety profile. For example, on September 13, 2019, Biogen and the Company announced that the Phase III trials to verify the efficacy and safety of elenbecestat for early-stage AD would be discontinued. Moreover, even if clinical trials yield expected results, it is possible that the new drug approval may not be granted as a result of a stringent regulatory process of a country. Currently, Biogen is planning application for each module as part of the biologics license application (BLA) for aducanumab in the U.S. Further, due to the delay or discontinuation of development of a new drug or other reasons, revenue expected of a new drug may not be realized.

Side effects Even when pharmaceuticals have been approved and sold, subsequent data and events may cause the benefit and risk profile of the pharmaceuticals to differ from that of the time when they were approved. Changes to product package inserts, suspension of sales, recall of products, or implementation of other measures in response to the discovery and collection of serious side effects, may significantly impact business performance. The Group has established a Safety Executive Committee consisting of the safety administrators, etc., of all regions, and a Global Safety Board consisting of the persons responsible for medical evaluation of safety for each product, etc., as a structure for scientific evaluation of information on all adverse events and safety related to products, and to report on such to the regulatory authorities. The Group has established a global product safety monitoring structure with these structures at the center, and are working to thoroughly ensure proper use of products.

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Product quality It is necessary to provide patients with high-quality pharmaceutical products in a and stable manner, but if there are concerns regarding product quality in relation to the stable supply raw materials used in products, the manufacturing process, or other factors, or if suspension of supply of those raw materials, technical problems in the manufacturing process, or serious disasters, etc., causing plant operation to stop, result in the supply chain being cut off, not only is it possible that the health of patients may be adversely affected, but it is also possible that product recalls, suspension of sales, or other events may impact business performance. The Group conducts quality assurance activities that make it possible to provide high-quality pharmaceuticals that can be used without worry, and implements manufacturing control and quality control that comply with the GMP global standards (standards related to manufacturing control and quality control). In regard to manufacturing subcontractors as well, we conduct activities such as dispatching technicians to inspect manufacturing sites, in addition to periodic GMP audits. Further, we are working to ensure quality at the distribution stage. In Business addition, the Group has its own plants in major regions around the world, and has Report established a structure under which products can be supplied in a timely manner from each plant. Moreover, we have established a business continuity plan (BCP), and are striving to maintain a structure that ensures stable supply even in the case G of a serious disaster, etc. E S Intellectual Ordinarily, it is possible for generic manufacturers to launch generic products upon property the expiration of the patent and data protection period of the originator drug. However, if an acquired patent cannot be properly protected due to dismissal of a patent application or as a result of an invalidation trial after the patent has been issued, generic products and biosimilar products may enter the market earlier than expected, which could potentially lead to a decrease in revenue. For example, an invalidation trial has been requested regarding the Japanese method-of-use patent for the pain treatment agent Lyrica (being jointly promoted with Pfizer Inc.) that is scheduled to expire in 2022. In addition, there are some countries, such as the United States, in which drug applications for generics and biosimilar products can be submitted even during the patent period. In such countries, it is possible that there will be patent infringement lawsuits against companies that submit drug applications for generics or biosimilar products. Depending on the results of such patent infringement lawsuits, it is possible that generics or biosimilar products will be placed on the market prior to the end of the patent period, thereby significantly and rapidly shrinking the Group’s share of the market in that country. For example, in 2018, a federal court of appeals in the United States finalized the ruling that the patent for the antiemetic Aloxi was invalid, and generic versions were placed on the market. In addition, if a substance patent that protects the Group’s pharmaceuticals is judged to be invalid, the product’s market value in that country may be lost, resulting in a significant impact on the Group’s business performance. Meanwhile, although the Group always uses caution to avoid infringing upon the intellectual property rights of third parties, in the unlikely event that the Group’s business activities do violate the intellectual property rights of a third party, it is possible that the third party will request termination of those business activities or demand compensation for damage.

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Litigation and In the ordinary course of the Group’s business activities, the Group is and may be, other from time to time, involved in litigations, arbitrations or any other legal, regulatory, proceedings or administrative proceedings in connection with various matters, including product liability and other product-related matters (e.g., personal injury), consumer protection, regulation of trade, securities law, data protection, breach of contract, violation of laws and regulations and environmental regulation that arise through claims, investigations, or other actions by third parties, including governments. Litigation and other legal proceedings are inherently unpredictable. Although the Group believes that its defenses and counterclaims in matters in which it is or may become a defendant are substantial, it could in the future be the subject of judgments or enter into settlements, and such developments could have a material adverse effect on the Group’s business, financial condition, results of operations or reputation. For example, with regard to the proton pump inhibitor “Pariet/Aciphex,” claims for personal injury have been filed against the Group as well as other claims against other manufacturers of other types of proton pump inhibitors. Cases filed in U.S. federal courts have been consolidated as a multi-district litigation in the U.S. District Court for the District of New Jersey. The number of pending lawsuits is expected to fluctuate significantly because certain lawsuits against the Group may be consolidated with other lawsuits that have been brought in federal and state courts in the United States involving multiple plaintiffs against multiple pharmaceutical companies claiming that they have been diagnosed with various injuries following treatment with various types of proton pump inhibitors and because certain lawsuits may be settled or dismissed, or additional lawsuits may be filed. It is not currently possible to estimate potential liability in connection with claims concerning “Pariet/Aciphex.”

Data One of the most critical concerns for a pharmaceutical company is ensuring the reliability integrity of its research- and production-related data (the completeness, consistency, and accuracy of the data), which establishes a basis for the safety and reliability of the company’s products. If the Company cannot guarantee the integrity of those key data sets, it could find itself grappling with delays and stoppages in new drug development, product recalls, suspensions of product sales, and other circumstances with the potential to devastate business performance. The Group has thus created a Data Integrity Promotion Committee and a Data Integrity Planning and Coordination organization, set up a systematic framework for the recording, verification, approval, and storage of data, and established and operated, etc., an appropriate internal-control structure, all of which help the Group meet integrity needs. Not only does the Group’s approach strengthen the integrity of data that corroborates product quality and data on clinical trials, both key concerns, but it also includes ongoing training programs for employees—in Japan and overseas as well—whose responsibilities involve working with important data.

Trend to Governments around the world are exploring and implementing a variety of contain measures to contain drug costs in hopes of controlling rising medical expenses. In medical costs Japan, for example, the government has taken steps to reduce the prices for prescription drugs and promote the use of generic drugs. Meanwhile, the Chinese authorities have slashed drug prices under a price negotiation system and moved to encourage the use of generic pharmaceuticals via a centralized bulk-buy program. Similar developments are occurring in Europe as well. In some cases, a product that has already secured new-drug approval may not be eligible for health insurance reimbursement at the expected price. The promotion of these types of policies and the implementation of new measures may prevent the Group from earning the revenue that it originally anticipated for certain products. While it continues to track changes in governmental systems and policy trends worldwide, the Group is exploring ways not only to ensure that its new drugs are effective and safe but also to demonstrate that they offer unique forms of value, such as the ability to alleviate nursing-care needs and address the severity of target diseases. Together with the entire pharmaceuticals industry, the Group is also appealing to governmental organizations and other relevant parties to ensure that drug prices reflect those levels of quality and value.

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(4) Others Succession For over 30 years, the Group’s current Representative Corporate Officer and CEO has used his strong leadership skills to help the Group develop its business activities and grow on a global scale. Looking forward, it will be important for the Representative Corporate Officer and CEO to take a planned, systematic approach to helping potential successors hone the abilities that they will need to thrive as future company leaders. The Group will also need to prepare as thoroughly as possible for any disruptions that may occur and ensure that the Board of Directors selects the future Representative Corporate Officer and CEO from an objective, fair perspective. Failing to take these types of vital steps, however, may impede the Group in its quest to fulfill its Corporate Philosophy and deal a serious blow to Group management. The Board of Directors, recognizing the selection of the Representative Corporate Officer and CEO as one of the most important decisions it makes as an official body, has thus established rules and procedures relating to the Group’s succession plan. The Group’s independent outside directors also play a role in the

processes for nurturing promising candidates for the position, among other Business initiatives, thereby serving a supervisory function for succession. Specifically, the Report Outside Directors Meeting receives a proposal for a succession plan from the Representative Corporate Officer and CEO twice a year, shares information on the succession plan with all directors, and engages in discussions on the proposal. G In addition to pursuing the above initiatives for ensuring an optimal succession process for the Representative Corporate Officer and CEO, the Group also E engages in succession planning on a yearly basis to facilitate the transfer of S leadership for corporate officer posts and other important positions across the company organization by selecting candidates for positions, helping those potential future leaders develop their skills, monitoring the progress of retention measures, and carrying out other relevant tasks.

Information The Group, whose digital-platform strategy, 5D (Data Driven Drug Discovery & security Development) strategy, Eisai Data Lake vision, and other forward-looking initiatives are ushering business forward, now has more and more opportunities to utilize elements of the IT infrastructure such as AI, big data, and the cloud. As business in cyberspace makes strides forward, however, the Group is also confronting progressively sophisticated cyber attacks and grappling with increasingly serious security threats. The current circumstances thus elevate the possibility of a cyber attack triggering a suspension of business or other outcome that would impact business activity. As a result, the need for an even stronger information-security framework is growing. Considering the personal information, undisclosed information, and other types of important information in its possession, the Group could also see its credibility and competitive advantages suffer if a data breach were to result in a leak of sensitive information. In recent years, the corporate community is also dealing with the growing need to respond appropriately to global demands for the protection of personal information. The Group is also fully aware that leaks of unreleased structural formulas for projects in the drug discovery phase would have a negative impact on the processes for filing and acquiring patents. For the Group, a loss of credibility in the public eye or competitive advantages in the business sphere could have a major impact on business results. To prevent cyber attacks and other threats from interfering with important business, as well as safeguard against leaks of personal or confidential information, etc., the Group’s newly appointed “Chief Information Security Officer” (CISO) leads the effort to bolster the Group’s security framework, establish regulations on information management, etc., and work to ensure that all officers and employees fully recognize the importance of information management in their day-to-day business activities. Through these and other similar measures, the Group is enhancing governance over and implementing measures for global information security on an ongoing basis.

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COVID-19 Since beginning to spread in early 2020, the novel coronavirus infection (COVID- 19) has become a global pandemic in a matter of several months and may impact the Group’s business activity in a variety of ways. The outbreak has the potential to affect numerous areas. R&D, for example, may see delays in the registration of patients for clinical trials and slower progress in actual testing processes. COVID- 19 could also disrupt the Group’s production activities, as suspensions of plant operations (both within the Group and at its suppliers) and other developments have the potential to interfere with supply chains and thereby endanger stable product supplies. Another area that stands to feel the effects of the pandemic is sales, as medical representatives may find themselves unable to collect information from and provide information to medical professionals in a timely, appropriate fashion. The Company has thus established a Crisis Countermeasure Team to handle the Company’s response to the COVID-19 outbreak. Working with its subsidiaries around the world, the Company is also gathering accurate information, working to keep its employees safe, and actively encouraging the use of ICT technologies and other resources in hopes of minimizing the disease’s impact on business activity. The Group’s plants, which consistently stock the necessary inventory levels for ensuring stable product supplies, are also adapting frameworks and operating under the predetermined business continuity plans (BCP).

Climate The Group recognizes that climate change is a crucial issue with a substantial change impact on corporate activities. Climate change has the potential to make natural disasters like large-scale typhoons, heavy rainfalls, and floods more and more common, which could interfere with operations at the Group’s manufacturing sites and other locations around the world, delay the procurement of raw materials, etc., and rupture transportation channels. These types of obstacles may have a negative effect on stable product supplies. Measures to facilitate the shift to a low- carbon society, such as the implementation of carbon taxes and stricter environmental regulations, may also elevate costs at Group locations worldwide and the Group’s procurement sources. The Group announced its endorsement of the Task Force on Climate-Related Financial Disclosures (TCFD) in June 2019 and launched a cross-organization project that now uses the TCFD framework to perform scenario analyses on the long-term effects of climate change.

Impairment The Group records goodwill and intangible assets obtained as a result of merger of goodwill and acquisition and the licensing-in of products and pipelines. If the fair values of and these types of assets fall below the corresponding carrying amounts due to intangible deviations in plans and actual performance, market changes, or other factors, the assets Group needs to book impairment losses accordingly. Such circumstances may have a negative impact on the Group’s financial results and financial positions. For example, the Group’s goodwill (¥168.7 billion as of the end of this fiscal year) is mainly allocated to the Americas pharmaceutical business. Fair values are calculated using a variety of assumptions such as projected cash flows and growth rates for the Americas pharmaceutical business, determined based on management-approved business plans. These assumptions are affected by factors ranging from the possibility of future approvals and additional indications for new drugs, the timing of those changes, and post-marketing drug prices to sales volume, competing products, and interest-rate fluctuation.

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E nvironment Environment

Responsible Clean Water Climate Consumption and Sanitation Action and Production Business

10. Consideration for the Environment Report The Group strives not only to comply with environmental laws, regulations and ordinances and agreements with local governments, but also to promote environmental activities aligned with even stricter voluntary standards, and to conduct business activities in harmony with the earth’s G environment, in accordance with the “ENW* Environmental Protection Policy.” E As we expand our business activities to each country around the world, we strive to reduce the S environmental burden at each stage of business, with the aim of achieving the Sustainable Development Goals (SDGs) advocated by the United Nations General Assembly. In addition, as a member company of the UN Global Compact, we recognize the importance of protecting the global environment, and strive to fulfill our social responsibility regarding the environment as well.

ENW Environmental Protection Policy

Fundamental Environmental Protection Policy ENW places global environmental protection as an important component of business operations and strive to maintain the environment. Environmental Protection Guidelines 1. ENW is aware of the “dignity and importance of nature” and adopts measures to maintain the global environment in all business operations. 2. E NW places environmental protection as a top priority at all stages of corporate activities, from research and development, production, distribution, and sales, to product usage and disposal. 3. E NW constructs and operates an environmental management system and promotes environmentally protective operations. 4. E NW complies with all applicable laws, regulations, and agreements concerning environmental protection, and each company implements voluntary standards that exceed the minimum standards set forth in the applicable laws, regulations, and agreements. 5. ENW actively introduces advanced environmental technology to be at the forefront of reducing environmental impacts. 6. ENW reduces usage of resources and energy as well as reduces or recycles waste products in all business operations. 7. ENW reduces usage and promotes the removal of chemical substances that cause environmental pollutant emissions, and prevents environmental pollution. 8. ENW shares the fundamental policy on environmental protection and implements educational training to strengthen specialties at each workplace progressively and continuously. 9. ENW actively discloses information on policies, objectives, programs, and results concerning environmental protection.

* ENW (Eisai Network companies) refers to the corporate group composed of Eisai Co., Ltd., and its subsidiaries and associated companies.

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(1) Climate Change-related Activities a. Setting of greenhouse gas*1 emissions reduction targets The Group believes that climate change is a crucial issue that should be addressed. The “Paris Agreement” that was adopted at the 21st Conference of the Parties to the United Nations Framework Convention on Climate Change (COP21) in 2015 stipulates the long-term greenhouse gas emissions reduction target of keeping the increase in average global temperature to below 2°C above pre- Industrial Revolution levels. The Company agrees with the “Paris Agreement,” and has set greenhouse gas emissions reduction targets to be achieved by FY2030. In May 2019, the “Science Based Targets initiative (SBTi)”*2 approved the Company’s targets as being based on scientific evidence. *1 Carbon dioxide, methane, fluorocarbons, etc. *2 An international collaboration between CDP (an international NGO that operates an information disclosure program related to environmental fields), the United Nations Global Compact (UNGC), the World Wildlife Fund (WWF), and the World Resources Institute (WRI).

・ We will reduce greenhouse gas emissions (Scope 1+2) by 30% compared to FY2016, by FY2030. ・ We will reduce greenhouse gas emissions (emissions within Scope 3 from purchased products and services) by 30% compared to FY2016, by FY2030.

Scope 1: Direct greenhouse gas emissions released directly into the atmosphere through the use of fuels Scope 2: Indirect greenhouse gas emissions associated with the use of electricity and steam provided by another party Scope 3: Indirect greenhouse gas emissions in the supply chain, excluding the company

b. Initiatives to reduce greenhouse gas emissions The Company is participating in the Low-carbon Society Action Plan of the Federation of Pharmaceutical Manufacturers’ Associations of Japan, and is progressing steadily toward its target of “reducing the CO2 emissions of the domestic group by 23% as compared to the level of emissions in FY2005, by FY2020.” In FY2018, we had already reduced emissions to a level 36.4% below that of FY2005. In addition, although a significant increase in energy consumption resulting from an expansion of business activities overseas led to an increase in CO2 emissions, we are systematically increasing the ratio of utilization of renewable energy, such as solar power and purchasing green power*3, and we anticipate that, in FY2019, we will achieve our targets for the introduction of renewable energy. The Company is working actively to reduce the CO2 emissions of the entire Group. *3 Power generated from natural sources, such as wind, sunlight and geothermal heat

Adoption of Renewable Energy: Actual and Goals

. . . The Suzhou (China) plant, which has converted to green power

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c. Agreement with TCFD*4 recommendations In June 2019, the Eisai Group expressed support for the recommendations of the “Task Force on Climate-related Financial Disclosures” (TCFD) to identify and disclose the financial impact of climate change. We have repeatedly examined the financial impact that climate change has on the Company, as well as related strategies, in regard to scenarios for temperature increases by 2030, and are fully disclosing information. *4 TCFD is a private-sector-led task force for disclosing climate-related financial information and is positioned under the Financial Stability Board (FSB) comprising representatives from the central banks, financial supervisory authorities, ministries of finance, and other agencies from 25 main countries and regions.

Received an “A” rating (the highest) from CDP*5 in its Climate Change Report 2019 Business Report In January 2020, CDP (an international nonprofit organization in the environmental field) gave the Company an “A” in its Climate Change Report 2019. “A” is the highest rating. This is an indication that Eisai’s forward-looking efforts to address climate change G issues are highly regarded. Approximately 8,400 companies E around the world were assessed this time, with a total of 180 S companies worldwide and 38 in Japan receiving an “A” rating. In FY2019, Eisai launched a cross-organizational project related to climate change and united as a Company to set greenhouse gas emissions reduction targets based on scientific evidence in an aim to reduce greenhouse gas emissions, analyze the impact of climate change using the TCFD framework, and proactively implement renewable energy, etc. The Company will give top priority to environmental protection in all of its business activities, display global leadership, and contribute to patients in an even higher degree.

*5 A nonprofit organization based in London. The CDP asks companies with high aggregate market value in major countries to disclose information related to climate change, water, and forests, analyzes and evaluates the responses, and discloses the results to investors, companies, and governments. It was previously called the “Carbon Disclosure Project.”

(2) Information Disclosure related to Environmental Activities The Group actively discloses information on its efforts to reduce its environmental impact.

● Environmental Report 2019 https://www.eisai.com/ir/library/annual/pdf/ epdf2019er.pdf

Environmental Report 2019

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S ocial Social

Good No Gender Partnerships Health and Poverty Equality for the Goals Well-being

11. Initiatives to Improve Access to Medicines The Group considers making efforts to resolve the global issue of access to medicines to be its duty as well as a long-term investment for the future. It is promoting such undertakings proactively under public-private partnerships with governments, international organs, private non-profit organizations and others. To help eliminate lymphatic filariasis, a neglected tropical disease in developing and emergent nations, the Group is providing the World Health Organization (WHO) with its treatment, diethylcarbamazine (DEC) tablets, free of charge, until the disease has been eradicated in all endemic countries that need the drug. These DEC tablets are manufactured at the Group’s Vizag Plant in India. As of the end of March 31, 2020, 1.99 billion tablets had been supplied to 28 countries. Furthermore, the Company is carrying out new drug development for mycetoma and other neglected tropical diseases, tuberculosis and malaria. Support is also being provided to build awareness and enable early detection of non-infectious diseases, such as dementia and cancer. Affordable pricing that makes it easier for patients to purchase medication and tiered pricing, according to income levels, are also being implemented as part of activities carried out around the world by the Company to improve access to medicines.

Efforts against neglected tropical diseases in Africa

In August 2019, the 7th Tokyo International Conference on African Development (TICAD7) was held in Yokohama, and the CEO gave a lecture on the Company's efforts against neglected tropical diseases, at an official side event. The Group is providing 8 African countries, including Zambia, Madagascar, and Kenya, with approximately 400 million tablets of DEC, free of charge. Further, we have been collaborating with the Drugs for Neglected Diseases initiative (DNDi) to develop the antifungal

agent fosravuconazole to treat mycetoma in Sudan. ©TICAD7 JAGntd/GHIT We believe that these activities are a long-term CEO lecture investment that will support the health of people in Africa, further increase the working population, and establish a middle-income group.

94 Eisai Co., Ltd. Current Status of the Group

12. Utilization of Human Assets In the Articles of Incorporation, the Company positions employees as important stakeholders and strives to ensure stable employment, provide worthwhile work, and improve opportunities for developing skills. In the realization of the hhc philosophy, the Company sees employees as important assets and refers to human resources as “human assets.” The Company aims to nurture human assets who can continually generate innovation even under a rapidly-changing business environment.

(1) Hiring and Developing Digitally-Savvy Human Assets The Company is aiming to achieve the Eisai dementia ecosystem, which will create new business models that leverage the high-added value generated by big data, and provide unprecedented benefits, particularly in the prediction and prevention of the risk of disease as well as in post-treatment care. For this reason, we are promoting the recruitment of human assets with knowledge and skills in state-of-the-art technologies in fields such as AI*1, IoT*2, and big data. Rather than hiring individuals fresh out of university, we will hire as mid-career recruits, data scientists and other highly experienced Business individuals who possess the knowledge and expert skills that are lacking in-house. We will also Report proactively promote the in-house development of human assets with high digital literacy. *1 Artificial intelligence *2 The Internet of Things, or the connection of various things to the Internet. G E (2) Promoting the Active Participation of Women S In 2012, the Company issued the “Eisai Diversity Declaration” and has been promoting the development of a climate that enables human assets with different values to play active roles. An important challenge for the promotion of diversity in Japan is promoting the active participation of women. We are proactively promoting the enhancement of women’s appetite to make the challenge to become female leaders and/or managers. Related efforts include career development training sessions according to age group, and leadership development through “It’s time to embrace training according to rank. Furthermore, we are also actively promoting the Eisai Diversity” mid-career recruitment of female managers and manager candidates. The ratio of women in management positions, which was 3.1% at the end of FY2011, has also been rising steadily. We expect to achieve 10% in FY2020.

●Results of efforts to promote the active participation of women (End of FY2019)

Ratio of female employees (No. of persons) (%)

150 No. of female members of management 15.0 22.8％ Ratio of female members of management 116 Ratio of female members of management 100 ％ 100 10.0 86 9.6％ 9.6％ 72 8.0 59 61 65 ％ Ratio of female 53 7.0％ corporate officers 50 43 6.0％ 5.0 4.8％ 5.0％ 4.3％ 10.0％ 3.9％ 3.1％ Ratio of female directors 0 0.0 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 9.1％ (At end of (At end of (At end of (At end of (At end of (At end of (At end of (At end of (At end of (Target for fiscal year) fiscal year) fiscal year) fiscal year) fiscal year) fiscal year) fiscal year) fiscal year) fiscal year) fiscal year)

The 108th Ordinary General Meeting of Shareholders 95 Business Report Current Status of the Group

(3) Creating Friendly Workplaces The Company strives to establish a workplace environment in which human rights and personalities are respected and individuals are not treated unfairly through discrimination or harassment, etc., on the basis of race, gender, age, physical disability or mental disorder, citizenship, religion, sexual orientation, marital status, whether or not they have children, etc.

① Workstyle Reform Initiatives ●No. of paid-vacation days taken Aiming to create workplaces where “employees (Average number of days per general, who continually undertake self-improvement for non-management employee) (as of the end of FY2019) the generation of innovation can exhibit their utmost performance” and “diverse values are accepted and is a place that continues to be chosen by both internal and external professionals,” the Company is making it increasingly possible for employees to choose where they work as well as their working hours. At the same time, we are giving even greater attention to employee health and safety, and ensuring that they do not work long hours. Specifically, we are preparing systems that enable the choice of flexible working styles that match an employee’s line of work, including those for at-home work, flextime, and discretionary work. To enable the best work-life balance among employees, the Company introduced in FY2019 a day promoting the use of paid vacation time as well as “interval comp days.”*1 *1 Under this system, a compensation day is granted for the following day to employees whose work at the office continues until 11 P.M. or later. This is to ensure that they have adequate time off for life at home or sleep.

② Support for Achieving Balance Between Work and Childcare/Nursing Care A working environment that provides greater choices to employees who are experiencing some kind of limitation due to life events, such as childcare and nursing care, has also been prepared to enable them to exhibit their capabilities to the fullest. Various systems that go beyond statutory standards have been introduced in support of those who must balance work with childcare or nursing care. To promote the participation of male employees in childcare, a special 5-day paid vacation was introduced in April 2018 as time off given when a spouse gives birth. In FY2019, this paid vacation was taken by 78 men, or 75.7% of those eligible. A guidebook on support for balancing work with childcare and nursing care, which included basic information as well as the Company’s support systems, was also created in support of good work-life balance.

IkuBoss*2 Training With a focus on department managers, Eisai Japan (handles the domestic pharmaceutical business in Japan) carried out an IkuBoss training session. An external lecturer was invited to talk about such topics as the relationship between the decrease in Japan’s labor pool and workstyle reform, the understanding of achieving a balance between illnesses/nursing care and work, and the understanding of the promotion of paternity leaves by male employees. Participants also learned the importance IkuBoss Training of Department Managers of the enhancement of mutual understanding between members of one’s own organization and employees who have returned to work after taking leave.

*2 An “IkuBoss” is a superior who endeavors to maximize organizational performance, after understanding and giving consideration to such matters as the childcare, nursing care, and work-life balance needs of their subordinates.

96 Eisai Co., Ltd. Current Status of the Group

●Main systems supporting balance between work and childcare/nursing care Pregnancy Birth Childcare Nursing care

・ Morning sickness leave ・ Maternity leave ・ Childcare leave ・ Nursing care leave ・ Time off for prenatal hospital/ ・ Lump-sum birth benefit ・ Child nursing care leave ・ Time off for nursing care clinic visits ・ Birth allowance ・ Childcare short-time work ・ Nursing care short-time Time off for fertility treatment work ・・ Monetary birth gift ・ Child subsidy At-home work system ・ Time off given when a ・ At-home work system ・ spouse gives birth

③ Issuance of the Eisai Health Declaration We believe that for maximization of the global contribution made to patients and the achievement of the hhc philosophy, the health of employees and their families is of utmost importance as the bearers of these missions. In June 2019, we issued the Eisai Health Declaration to powerfully promote activities for the maintenance and enhancement of the good health of employees. We are promoting efforts to have 100% of employees undergo annual health checkups, achieve no-smoking at all offices with the Business aim of reducing the number of smokers to zero, and enhance the awareness of each employee toward Report their health.

G In recognition of the Company’s health and productivity management E efforts, Eisai was selected in February 2020 as the outstanding Health S and Productivity Management Organization in the large enterprise category for the third consecutive year.

(4) Enhancement of Pension Investment The Company’s corporate pension to support the stable lives of employees in their retirement years, is operated by the Eisai Corporate Pension Fund, which is independent of the Company, while monitoring the asset balance for the pursuit of stable assets and profits. As owner of the assets, the Fund announced in February 2018 its acceptance of the Japanese version of the Stewardship Code*3. In December 2019, it became a signatory to the Principles for Responsible Investment (PRI) and is making ESG investments that are based on global standards. *3 Principles of behavior required of institutional investors to fulfill their responsibility as an asset management trustee. (5) Status of Employees

① The Group (People) ② The Company March 31, 2019 March 31, 2020 March 31, 2019 March 31, 2020 Number of Japan 4,888 4,593 3,140 2,953 employees (people) Americas 1,261 1,682 Average age 45.2 44.4 China 2,069 2,087 (years) Average years of 20.6 19.4 EMEA 1,046 1,113 service (years) Asia and Latin America 1,419 1,523 (Note) T he number of employees refers to the number of regular staff members (excluding employees seconded from the Company to Total 10,683 10,998 outside the Company, and including those seconded from outside the Company). (Note) The number of employees refers to the number of regular staff members (excluding employees seconded from the Group to outside the Group, and including those seconded from outside the Group).

The 108th Ordinary General Meeting of Shareholders 97 Business Report Current Status of the Group

13. Ties with Shareholders and Investors The Company seeks to disclose important management- and finance-related information in a proactive, fair, equitable, timely, and easy-to-understand manner. At the same time, the Company also endeavors to increase its communications with all shareholders and investors. (1) Dialogues with Individual Shareholders

● Briefings for individual shareholders (October) Briefings were held in Nagoya, Osaka, Hiroshima, and Fukuoka, with attendance by a total of about 900 shareholders. In Nagoya, a Q&A session was held after an explanation by the Representative Corporate Officer regarding the Company’s business strategy and the outlook for the future. Many questions were asked by shareholders regarding such topics as business performance, dividends, and the progress of products under development. The questions asked by shareholders at the briefings have been summarized in the “Frequently Asked Shareholder Questions” which can be found between pages 186 and 193.

Nagoya meeting hall Fukuoka meeting hall

● Establishment of a hotline for individual shareholders The Stock Administration Group, General Affairs and Environmental & Safety Affairs Department will respond directly to your questions concerning the General Meeting of Shareholders or shares. (The toll free number can be found on the back cover.) (2) Notice of Convocation of the Ordinary General Meeting of Shareholders (May) A full range of information is presented visually and in color to make it easy to follow. The Notice of Convocation is sent about 4 weeks prior to the General Meeting of Shareholders to allow plenty of time for shareholders to consider the proposals. It is also published on the websites of the Tokyo Stock Exchange and the Company before being sent out to shareholders.

Securities Code: 4523 May 21, 2020

Notice of Convocation of the 108th Ordinary General Meeting of Shareholders

Date June 19, 2020 (Friday) and Time 10 A.M. (Reception opens at 9 A.M.)

Venue Bellesalle Takadanobaba

Resolutions Proposal: Appointment of 11 Directors

Deadline for exercising voting rights by postal mail or via the Internet 5 P.M. on June 18, 2020 (Thursday)

Eisai supports the WHO’s lymphatic filariasis elimination program.

Japanese-language version English-language version

98 Eisai Co., Ltd. Current Status of the Group

(3) Dialogues with Institutional Investors

● Financial results presentation These presentations are held every quarter and include information on the progress of products under development and future outlook.

● Scientific Meeting (April) Persons in charge of research and development explained the progress of products under development in the areas of neurology and oncology.

● Individual visits by outside directors (April, May, November and December) Information Meeting Individual visits to institutional investors, etc., of 9 companies were made a total of 12 times by

outside directors, and mutual understanding was enhanced. Business Report

● Meeting between outside directors and institutional investors, etc., to exchange opinions (October) Dialogue, with a focus on the Q&A, was held with outside directors in attendance to enhance understanding of the G Company’s corporate governance-related efforts. E ● Meeting on the Integrated Report and ESG to exchange S opinions (October) Based on the Integrated Report, an explanation was provided Scientific Meeting on the Company’s ESG-related undertakings.

● Information Meeting (March) The CEO gave an explanation on the Company’s business strategy. Additionally, more than 700 individual dialogues take place each year in Japan and abroad. In regard to dialogue with our institutional investors, information is fed back regularly to the Board of Directors.

(4) Integrated Report 2019 (August) Financial and non-financial information is integrated in this report, which is prepared with the objective of boosting the understanding of our corporate value and sustainability from medium- to long-term perspectives.

Japanese-language version https://www.eisai.co.jp/ir/library/annual/pdf/ pdf2019ir.pdf English-language version https://www.eisai.com/ir/library/annual/pdf/ epdf2019ir.pdf

Integrated Report 2019 (5) Information Available on the Website The latest on the Company, including information related to products under development, financial performance, and ESG is published on the corporate website.

Japanese-language website https://www.eisai.co.jp English-language website https://www.eisai.com

The 108th Ordinary General Meeting of Shareholders 99 Business Report Current Status of the Group

14. Ties with People throughout Society As a company with a far-reaching involvement in the fields of medicine and health, the Company not only provides pharmaceuticals but also conducts a variety of activities in hopes of forging stronger ties with patients, general customers, medical professionals, and local communities. We make best use of such activities in the construction of a dementia ecosystem. (1) Community network building that enables dementia patients to live with peace of mind The number of dementia patients continues to rise, and in 2025, is expected to exceed 7 million in Japan, or account for 1 in every 5 people aged 65 or above (Ministry of Health, Labour and Welfare estimate). In June 2019, the Japanese government formulated a new outline for the strengthening of dementia-related measures, with coexistence and prevention as the pillar. Since 2010, the Company has been promoting the conclusion of regional collaborative agreements with local governments, medical associations, and pharmaceutical associations, etc., throughout Japan (164 organizations in 44 prefectures as of March 31, 2020). The Company proactively participates in the promotion of the understanding of dementia, its early discovery and treatment, and other community-building efforts that allow dementia patients to live with peace of mind.

Case Example: Bungotakada City, Oita Prefecture We undertook the building of a community network that enables local residents to acquire a grasp of their cognitive function level as well as the state of their health, and consult healthcare professionals at an early stage. In collaboration with the local government and medical association, salons (meeting places) were set up at 15 locations for about 300 people. Health checkups to confirm such matters as cognitive function and frailty levels were held at the salons. Participants suspected of having mild dementia were asked to visit a specialist hospital for further checks. Activities useful for maintaining good health were also held at salons. They included brain exercise classes, a place for reminiscing where participants talked about their Brain exercise class past memories, lectures on oral care, and cooking classes where participants thought of their own menu and procured needed ingredients.

(2) Dementia cafe The dementia cafe (Orange Cafe) is a place where dementia patients, their families and people from the community can gather freely. Orange Cafes are regularly held at the Company’s Head Office (Tokyo), the Naito Museum of Pharmaceutical Science and Industry (Gifu Prefecture), and the Tsukuba Research Laboratories (Ibaraki Prefecture). In addition to spending an enjoyable time, people who visit the cafe can make new friends, exchange information, and consult healthcare and nursing care professionals. At the same time, they can also participate in brain activation exercises, led by Brain activation exercise nursing preventive exercise instructors, enjoy musical entertainment as part of music therapy, and other offerings. The Company’s employees participate each time a salon is held, proactively interacting with a variety of individuals.

100 Eisai Co., Ltd. Current Status of the Group

(3) N aito Museum of Pharmaceutical Science and Industry The Naito Museum of Pharmaceutical Science and Industry was established on the grounds of the Kawashima Plant in Gifu Prefecture as Japan’s first comprehensive museum of medicine. On display at the museum facility are approximately 2,000 of the roughly 65,000 historical materials and about 62,000 related documents in the museum’s Closed on Mondays and the New Year Holiday collection. The Museum continues its activities to 9:00 A.M. to 4:30 P.M. Hours spread knowledge of the history of medical science Last admission: 4:00 P.M. and pharmacology, as well as the health sciences, Admission Free with a special focus on gaining society’s http://www.eisai.co.jp/museum/english/index.html understanding of the proper use of medicine. Business About 41,000 people visited the museum in Report FY2019.

(4) The Naito Foundation G The purpose of the Foundation is to promote basic research in natural sciences related to the E prevention and treatment of diseases and thereby contribute to academic promotion and human S welfare. The Foundation’s activities include hosting workshops and providing subsidies for research and overseas study. (5) The Health Care Science Institute (Public Interest Incorporated Foundation) The purpose of the Institute is to conduct interdisciplinary research related to medical issues, with a focus on research in medical economics, and thereby contribute to the development of Japan’s medical fields and welfare. The Institute’s activities include hosting workshops and symposia, and providing young researchers with a place to conduct research.

Eisai hhc Hotline

The Eisai hhc Hotline, which opened in April 1990, celebrated its 30th anniversary in April 2020. The Hotline responds to consumer inquiries 365 days a year. Its mission is to remove any concerns held by consumers in regard to using the Company’s products as well as communicate accurate information on their appropriate use. The Hotline has received a total of about 2.33 million inquiries and opinions over the past 30 years. They are shared within the Company as important information, and are utilized in product development, making improvements, and providing information and services.

● Is there no problem in continuing to take OTC medication purchased at a drug store for a long period of time? ● I am currently pregnant (breast-feeding). Is it all right to take this medication? ● I have a food allergy. Does this contain any allergens?

The 108th Ordinary General Meeting of Shareholders 101 Business Report Current Status of the Group

2 Business Progress and Results 1. Consolidated Performance (International Financial Reporting Standards) (1) Revenue and Income An increase in revenues was recorded following the continued significant growth primarily of the anticancer agent Lenvima, which absorbed the impact of factors for a fall in income, such as the April 2019 transfer of the generics subsidiary. The Company also recorded ¥76.181 billion (¥65.541 billion in the previous year) as lump-sum payments and milestone payments for specific option rights in accordance with a strategic alliance with U.S.-based Merck & Co., Inc. Revenues for the major global brands were as follows: ¥111.894 billion for Lenvima (up 78.9% year on year), ¥40.213 billion for the anticancer agent Halaven (down 2.6% year on year), and ¥25.252 billion (up 31.0% year on year) for the antiepileptic agent Fycompa. While aggressive investment of resources was made with a focus on BAN2401 – the disease- modifying drug under development as the next-generation Alzheimer treatment – and Lenvima, for which combination therapy with Merck’s anti-PD-1 antibody Keytruda (generic name: pembrolizumab) is being developed, research and development expenses decreased as a result of cost-containment through a partnership model. The increase in selling, general and administrative expenses is primarily from an increase in the payment of split profits to U.S. Merck due to the increase in Lenvima sales.

Overview of Consolidated Income (Billions of yen) Change from FY2018 FY2019 Value change previous year (%) Revenue 642.8 695.6 108.2 52.8 Cost of sales 184.5 175.7 95.2 (8.8) Selling, general and administrative expenses 228.2 256.3 112.3 28.1 R&D expenses 144.8 140.1 96.7 (4.7) Operating profit 86.2 125.5 145.7 39.3 Profit before income taxes 89.5 128.1 143.2 38.6 Profit for the year 66.5 122.5 184.2 56.0 Profit for the year attributable to owners 63.4 121.8 192.1 58.4 of the parent

Consolidated Performance Indicators Change from FY2018 FY2019 previous year (%) Dividend on equity attributable to owners of the parent ratio (DOE) (%) 7.0 7.0 99.8 Profit ratio to equity attributable to owners of the parent (ROE) (%) 10.4 18.6 179.7 Dividend payout ratio (DPR) (%) 67.8 37.6 55.6 Dividend per share (DPS) (Yen) 150.0 160.0 106.7 Earnings per share attributable to owners of the parent (basic) (EPS)* (Yen) 221.3 425.0 192.0 * ‌In the calculation of earnings per share attributable to owners of the parent, treasury stock (which is deducted from the calculation of the average number of shares during the fiscal year) includes shares of Company stock held in a trust account.

102 Eisai Co., Ltd. Current Status of the Group

As a result of the above, operating profit increased significantly, and was up 45.7% from the previous fiscal year. Additionally, as an impact of the reversal of accounting reserves toward U.S. corporate income tax, and as a result of a refund made to the Company by its U.S. consolidated subsidiary for the purpose of resolving the uneven distribution of funds within the Group, because capital losses, etc., arose for tax purposes at the Company, corporate income tax decreased, and profit for the year increased 84.2% year on year, resulting in further earnings growth.

(2) Assets, etc. Assets totaled ¥1.062140 trillion (down ¥9.380 billion year on year). With the increase in revenues, there was a rise in trade and other receivables. The application of IFRS 16 – Leases resulted in an increase also of property, plant and equipment. Meanwhile, cash and cash equivalents decreased through the repayment of long-term borrowings, etc. Furthermore, the transfer of the generic pharmaceuticals business subsidiary decreased assets held for sale. Total liabilities were ¥359.510 billion (down ¥60.028 billion from the end of the previous fiscal year).

Application of IFRS 16 – Leases resulted in an increase in other financial liabilities. Meanwhile, long- Report Business term borrowings decreased, as did liabilities directly related to assets held for sale due to the transfer of the generic pharmaceutical products business subsidiary. Total equity was ¥702.630 billion (up ¥50.649 billion from the end of the previous fiscal year), due to the recording of profit for the year that significantly exceeds dividend payments. As a result of the above, the ratio of equity attributable to owners of the parent was 63.8% (up 5.2 percentage points from the end of the previous fiscal year), further increasing financial soundness.

Consolidated Statement of Financial Position (Billions of yen)

March 31, 2019 Ratio (%) March 31, 2020 Ratio (%) Value change Total assets 1,071.5 100.0 1,062.1 100.0 (9.4) Total liabilities 419.5 39.2 359.5 33.8 (60.0)

Borrowings 138.9 13.0 89.9 8.5 (49.0) Total equity 652.0 60.8 702.6 66.2 50.6 Equity attributable to 628.1 58.6 678.1 63.8 50.0 owners of the parent

(3) Capital Expenditures The Group is continually making capital investments to strengthen and streamline production facilities in order to increase product quality and reduce manufacturing costs as well as to strengthen R&D capabilities. Capital expenditures for FY2019 amounted to ¥21.853 billion (down ¥1.095 billion year on year), with major expenditures being upgrades and expansion of production facilities and research facilities in Japan.

The 108th Ordinary General Meeting of Shareholders 103 Business Report Current Status of the Group

(4) Financing and Main Suppliers of Loans to the Group Borrowings ended the fiscal year at ¥89.940 billion (a decrease of ¥48.959 billion from the previous fiscal year). The main suppliers of loans to the Group are as follows.

Long-term borrowings (Billions of yen)

Company name Lender March 31, 2020

Eisai Co., Ltd. Syndicate Loan 75.0 Saitama Reason Bank, Limited 5.0

Mizuho Bank, Ltd. 5.0

MUFG Bank, Ltd. 5.0

(5) Call for Voluntary Retirees As the Company entered a period of transition aimed at accelerating drug discovery and maximizing its value, we called for voluntary retirees in December 2019, thereby providing an option for employees who desired to change jobs or begin their post-retirement life. As a result, 148 people retired on March 31, 2020, and the Company recorded premium retirement allowances of ¥3.306 billion.

(6) Cash Flow Net cash provided by operating activities ended at ¥102.782 billion (a decrease of ¥932 million from the previous fiscal year). Although profit before income taxes increased, working capital rose due to reasons such as an increase in accounts receivable-trade from the rise in sales revenue, and the reversal of deposits received (reimbursement for R&D expenses from U.S. Merck). Net cash used in investing activities amounted to ¥27.625 billion (an increase in expenditure of ¥19.707 billion from the previous fiscal year). Capital expenditures, etc., were ¥34.551 billion (up ¥15.898 billion from the previous fiscal year) due to proactive investment such as the acquisition of intangible assets. Net cash used in financing activities amounted to ¥103.528 billion (up ¥24.347 billion from the previous fiscal year). In addition to the dividend payment of ¥45.849 billion, ¥40.0 billion yen was repaid in long-term borrowings.

Highlights from Consolidated Cash Flow (Billions of yen)

FY2018 FY2019 Value change Net cash provided by operating activities 103.7 102.8 (0.9) Net cash used in investing activities (7.9) (27.6) (19.7) Net cash used in financing activities (79.2) (103.5) (24.3) Cash and cash equivalents at end of year 291.9 254.2 (37.7) Free cash flow* 85.1 68.2 (16.8) * Free cash flow = (Net cash provided by operating activities) - (capital expenditure, etc. (cash base))

As a result, cash and cash equivalents as of the end of this fiscal year stood at ¥254.244 billion (down ¥37.680 billion from the end of the previous fiscal year). Free cash flows (net cash from operating activities less capital expenditures., etc.) for the year stood at ¥68.231 billion, thereby generating an amount of cash that considerably exceeded the planned annual dividend amount.

104 Eisai Co., Ltd. Current Status of the Group

(7) Segment Information The Group’s business is comprised of the pharmaceutical business and other businesses. The pharmaceutical business is organized into the following 6 reporting segments in this report: Japan, Americas (North America), China, EMEA (Europe, the Middle East, Africa, and Oceania), Asia and Latin America (South Korea, Taiwan, Hong Kong, India, ASEAN, and Central/South America, etc.), and over- the-counter (OTC) products, etc. (Japan). From this consolidated fiscal year, the over-the-counter (OTC) products, etc., business has been split from the Japan pharmaceutical business and become a new reporting segment so as to enable the execution of more flexible strategies. The period-over-period numerical values related to reporting segment information in these materials are based on the new reporting segments.

Sales Revenue by Segment

■aan ■erias ■hina ■M ■sia and atin eria ■OTC products etc., business ■Other siness (9. billion) (. billion) (2. billion) F201 Business Report Business (2. billion) (9.9 billion) (. billion) (9.1 billion)

(2.1 billion) (12.9 billion) (.0 billion) (11. billion)

(. billion)(. billion) (2.9 billion)

(Billions of yen) Change from Value FY2018 Ratio (%) FY2019 Ratio (%) previous year change (%) Pharmaceutical business 563.7 87.7 577.3 83.0 102.4 13.5 (reporting segment) Japan pharmaceutical business 276.8 43.1 247.1 35.5 89.3 (29.6) Americas pharmaceutical business 97.9 15.2 127.9 18.4 130.7 30.1 U.S.A. pharmaceutical business 96.7 15.0 126.5 18.2 130.8 29.8 China pharmaceutical business 66.3 10.3 77.0 11.1 116.1 10.7 EMEA pharmaceutical business 49.8 7.7 53.7 7.7 107.7 3.9 Asia and Latin America 48.7 7.6 46.6 6.7 95.7 (2.1) Pharmaceutical business OTC products etc., business 24.3 3.8 24.9 3.6 102.4 0.6 Other businesses 79.1 12.3 118.4 17.0 149.6 39.3 Consolidated revenue 642.8 100.0 695.6 100.0 108.2 52.8 Overseas sales ratio (%) 53.8 59.8 111.1 6.0 (Note) Revenues by segment are to external customers

The 108th Ordinary General Meeting of Shareholders 105 Business Report Current Status of the Group

Income by Segment

■aan ■erias ■hina ■M ■sia and atin eria ■OTC products etc., business ■Other siness 7.0% 5.4% 1.6% (19. billion) (1. billion) (. billion) F201

35.6% 16.5% 8.7% 25.2% (100.2 billion) (. billion) (2. billion) (0. billion)

27.8% 17.7% 9.7% 32.0% (9.2 billion) (0.0 billion) (2. billion) (10. billion)

6.8% 4.7% 1.3% (2.0 billion) (1.0 billion) (. billion) (Billions of yen)

Change from Value FY2018 Ratio (%) FY2019 Ratio (%) previous year change (%) Pharmaceutical business 210.5 74.8 230.4 68.0 190.5 19.9 (reporting segment) Japan pharmaceutical business 100.2 35.6 94.2 27.8 94.0 (6.0) Americas pharmaceutical business 46.3 16.5 60.0 17.7 129.4 13.6 China pharmaceutical business 24.4 8.7 32.8 9.7 134.2 8.4 EMEA pharmaceutical business 19.7 7.0 23.0 6.8 116.4 3.2 Asia and Latin America 15.3 5.4 16.0 4.7 104.3 0.7 pharmaceutical business OTC products etc., business 4.5 1.6 4.5 1.3 100.3 0 Other businesses 70.8 25.2 108.5 32.0 153.2 37.7 R&D expenses (144.8) (140.1) 96.7 4.7 Head office management (50.4) (77.7) 154.3 (27.4) expenses of parent company Gain on sale of subsidiaries 4.4 ― 4.4 Consolidated operating income 86.2 125.5 145.7 39.3

(8) Revenue of Major Products The Group has positioned neurology (nervous system) and oncology (cancer) as the 2 major strategic areas. The ratio of revenue is as follows. euroorete routs ① Neurology oneran Fycopa iion noelon unesta ebini Banel ter illion

Metycobal Aricept yrica .0 .9 2. 2. 2. 12. . .

Reenue . iion ② Oncology

illion Treakisyybenda ter

eniaisply alaen .0 . noorete routs 111.9 0.2 iion

106 Eisai Co., Ltd. Current Status of the Group

2. Financial Position and Profit/Loss Status The Company prepares its consolidated financial statements under International Financial Reporting Standards (IFRS). The table below uses IFRS-based accounting terms. (Note)

Consolidated Management Indicators

Category FY2016 FY2017 FY2018 FY2019 (Billions Revenue of yen) 539.1 600.1 642.8 695.6 (Billions Operating profit of yen) 59.1 77.2 86.2 125.5 (Billions Profit for the year of yen) 42.2 54.4 66.5 122.5

Profit for the year attributable to (Billions 39.4 51.8 63.4 121.8 owners of the parent of yen) (Billions Total equity of yen) 602.6 614.1 652.0 702.6 (Billions Total assets of yen) 1,030.8 1,049.0 1,071.5 1,062.1 Business Report Business Equity per share attributable to (Yen) 2,043.55 2,073.50 2,192.60 2,366.29 owners of the parent *1

Dividend per share (DPS) (Yen) 150 150 150 160 (of which, interim dividends per share) (Yen) (70) (70) (70) (80) Earnings per share (basic) *2 (EPS) (Yen) 137.6 3 181.18 221.34 425.01 Earnings per share (diluted) *² (Yen) 137.41 180.97 221.12 424.80 Ratio of equity attributable to owners (%) 56.7 56.6 58.6 63.8 of the parent Profit ratio to equity attributable to (%) 6.8 8.8 10.4 18.6 owners of the parent (ROE) Price-to-earnings ratio (PER) (Times) 41.88 37.4 3 28.07 18.66 Dividend payout ratio (DPR) (%) 109.0 82.8 67.8 37.6 Dividend on equity attributable to (%) 7.4 7.3 7.0 7.0 owners of the parent (DOE) Net debt equity ratio *3 (Net DER) (Times) (0.11) (0.27) (0.32) (0.29)

Net cash provided by operating (Billions 75.9 149.6 103.7 102.8 activities of yen) (Billions Net cash used in investing activities of yen) (28.6) 17.0 ( 7.9) (27.6) (Billions Net cash used in financing activities of yen) (35.4) (81.9) (79.2) (103.5)

Cash and cash equivalents at end of (Billions 186.8 270.5 291.9 254.2 year *4 of yen) (Billions Free cash flows of yen) 81.7 136.7 85.1 68.2 (Note) ‌The equivalents of IFRS-based terms under accounting principles generally accepted in Japan are as follows: Revenue = Net Sales; Profit for the year = Net income; Total equity = Total net assets; Earnings per share (basic) = Earnings per share; and Equity attributable to owners of the parent = Shareholder’s equity. *1 ‌In the calculation of equity attributable to owners of parent per share, treasury shares (which are deducted from the number of outstanding shares at the end of the period) include Company shares held in a trust account. *2 ‌ In the calculation of basic earnings per share attributable to owners of the parent and diluted earnings per share, treasury shares (which are deducted from the calculation of the average number of shares during the fiscal year) include Company shares held in a trust account. *3 ‌ T he Company uses the following formula to calculate the debt-to-equity ratio. Net debt equity ratio (Net DER) = {interest-bearing debt (borrowings) - cash and cash equivalents - time deposits exceeding 3 months, etc. - investment securities held by the parent} ÷ Total equity attributable to owners of the parent *4 ‌ T he balance at the end of FY2018 is the sum of the cash and cash equivalents in the consolidated statement of financial position (¥286.4 billion) and the cash and cash equivalents classified as assets held for sale (¥5.5 billion).

The 108th Ordinary General Meeting of Shareholders 107 Business Report Current Status of the Group

3. Major R&D Pipeline An overview of the main progress from April 2019 through the end of April 2020 in regard to products under development carried out by the Group is given below.

Neurology Development Development Status Product name Generic name Indication and mechanism of action Condition Region code Phase II Phase III Filed Approved Antiepileptic agent / E2007 Fycompa perampanel Oral Adjunctive therapy for partial-onset seizures CN September 2019 AMPA receptor antagonist

Description: A selective antagonist against the AMPA receptor, a glutamate Japan January 2020 receptor subtype. Approved as an adjunctive therapy for partial- Pediatric epilepsy (Additional Dosage and Administration) onset seizures in over 65 countries, including Japan, the United States, China, and other countries in Europe and in Asia. In Japan Europe and the United States, approved as a monotherapy and as Monotherapy for partial-onset seizures combination therapy for partial-onset seizures (including Japan January 2020 secondary generalized seizures) in epilepsy patients over the age (Additional Indication) of 4. Also approved as a combination therapy for primary generalized tonic-clonic seizures in over 60 countries, including Fine granules (Additional Formulation) Japan January 2020 Japan, the United States, and countries in Europe and in Asia. Approved as an oral suspension formulation in the United States Lennox-Gastaut syndrome (Additional Indication) JP/US/EU and Europe. Approved in Japan as fine granules. Anti-Parkinson’s disease agent / ME2125 Equfina safinamide Oral Improvement of wearing-off phenomenon* in patients with Japan September 2019 monoamine oxidase B (MAO-B) inhibitor Parkinson’s disease Description: A selective monoamine oxidase B (MAO-B) inhibitor, which South * A phenomenon in which the length of time that symptoms are suppressed reduces the degradation of secreted dopamine, helping to by drugs becomes shorter with the progression of the disease, and Korea maintain the density of dopamine in the brain. Meiji Seika Pharma symptoms reappear and make the patient unable to move before the next holds the manufacturing and marketing approval in Japan, and dose is taken Eisai has the exclusive rights to market safinamide in Japan as well as to develop and market the agent in Asia.

E2006 Dayvigo lemborexant Orexin receptor antagonist Oral US December 2019 Insomnia disorder Description: By antagonizing the orexin receptors that are involved in the Japan January 2020 regulation of sleep and wakefulness, it is expected to alleviate wakefulness, thereby facilitating onset and maintenance of sleep. Alzheimer’s disease / It has been approved in the United States as a new drug for the Irregular sleep-wake rhythm disorder associated with JP/US treatment of insomnia characterized by difficulties with sleep onset dementia and/or sleep maintenance in adults. In Japan, it has obtained approval as a new drug for the indication of insomnia.

Disease modifying treatment for Early Alzheimer’s disease BIIB037 aducanumab Alzheimer’s disease / Inj. US ― [Joint development with Biogen Inc.] anti-amyloid beta (Aβ) monoclonal antibody Disease modifying treatment for Early Alzheimer’s disease JP/US/ BAN2401 ― ― Alzheimer’s disease / Inj. [Joint development with Biogen Inc.] EU/CN anti-Aβ protofibril antibody

Treatment for dementia with Lewy bodies / E2027 Oral Dementia with Lewy bodies JP/US/EU II/III ― ― PDE 9 inhibitor

Antiepileptic agent, treatment for E2730 ― ― neurological diseases / Oral Epilepsy US Synapse function modulator

・In September 2019, Phase III clinical studies for the beta-secretase cleaving enzyme (BACE) inhibitor elenbecestat (generic name) being co-developed with Biogen as a treatment for early Alzheimer’s disease was discontinued based on the recommendation of an independent safety monitoring board. ・All development programs of antiepileptic agent E2082 have been terminated (Japan and the U.S.)

108 Eisai Co., Ltd. Current Status of the Group

Description: A selective antagonist against the AMPA receptor, a glutamate Japan January 2020 receptor subtype. Approved as an adjunctive therapy for partial- Pediatric epilepsy (Additional Dosage and Administration) onset seizures in over 65 countries, including Japan, the United States, China, and other countries in Europe and in Asia. In Japan Europe and the United States, approved as a monotherapy and as Monotherapy for partial-onset seizures combination therapy for partial-onset seizures (including Japan January 2020 secondary generalized seizures) in epilepsy patients over the age (Additional Indication) of 4. Also approved as a combination therapy for primary Report Business generalized tonic-clonic seizures in over 60 countries, including Fine granules (Additional Formulation) Japan January 2020 Japan, the United States, and countries in Europe and in Asia. Approved as an oral suspension formulation in the United States Lennox-Gastaut syndrome (Additional Indication) JP/US/EU and Europe. Approved in Japan as fine granules. Anti-Parkinson’s disease agent / ME2125 Equfina safinamide Oral Improvement of wearing-off phenomenon* in patients with Japan September 2019 monoamine oxidase B (MAO-B) inhibitor Parkinson’s disease Description: A selective monoamine oxidase B (MAO-B) inhibitor, which South * A phenomenon in which the length of time that symptoms are suppressed reduces the degradation of secreted dopamine, helping to by drugs becomes shorter with the progression of the disease, and Korea maintain the density of dopamine in the brain. Meiji Seika Pharma symptoms reappear and make the patient unable to move before the next holds the manufacturing and marketing approval in Japan, and dose is taken Eisai has the exclusive rights to market safinamide in Japan as well as to develop and market the agent in Asia.

Disease modifying treatment for Early Alzheimer’s disease BIIB037 aducanumab Alzheimer’s disease / Inj. US Under preparation for filing ― [Joint development with Biogen Inc.] anti-amyloid beta (Aβ) monoclonal antibody Disease modifying treatment for Early Alzheimer’s disease JP/US/ BAN2401 ― ― Alzheimer’s disease / Inj. [Joint development with Biogen Inc.] EU/CN anti-Aβ protofibril antibody

Treatment for dementia with Lewy bodies / E2027 Oral Dementia with Lewy bodies JP/US/EU II/III ― ― PDE 9 inhibitor

Antiepileptic agent, treatment for E2730 ― ― neurological diseases / Oral Epilepsy US Synapse function modulator

The 108th Ordinary General Meeting of Shareholders 109 Business Report Current Status of the Group

Oncology Development Status Development code Product name Generic name Indication and mechanism of action Condition Region Phase II Phase III Filed Approved Advanced endometrial carcinoma Lenvima US September 2019 (Additional Indication) 1 2 E7080 / Kisplyx lenvatinib Anticancer agent / kinase inhibitor Oral * * Thyroid cancer (Additional Indication) *1 CN Description: Discovered and developed in-house, the agent is an orally administered multiple receptor tyrosine kinase (RTK) inhibitor Hepatocellular carcinoma (Additional Indication) *1 *2 US that selectively inhibits the kinase activities of vascular endothelial growth factor receptors (VEGFR) and fibroblast Endometrial carcinoma / Second-line 1 2 JP/US/EU growth factor receptors (FGFR) in addition to other (Additional Indication) * * proangiogenic and oncogenic pathway-related RTKs (including 1 3 JP/US/EU the platelet-derived growth factor receptor (PDGFR), KIT and Renal cell carcinoma / First-line (Additional Indication) * * RET) involved in angiogenesis and tumor proliferation. Hepatocellular carcinoma / First-line JP/US/ Approved for use in the treatment of thyroid cancer in over 60 1 2 (Additional Indication) * * EU/CN countries including Japan, the United States and other countries in Europe and Asia. Also approved in combination Melanoma / First-line (Additional Indication) *1 *2 US/EU/CN with everolimus for use in the treatment of renal cell carcinoma (second-line) in over 55 countries including the United States Nonsquamous non-small cell lung cancer / First-line JP/US/ and other countries in Europe. The agent is marketed under (Additional Indication) *1 *2 EU/CN the product name Kisplyx only for the indication of renal cell PD-L1 positive, non-small cell lung cancer / First-line JP/US/ carcinoma in Europe. It was approved for use in hepatocellular 1 2 carcinoma (first-line) in over 55 countries including in Japan, (Additional Indication) * * EU/CN the United States, Europe, China and Asia. Furthermore, it was Endometrial carcinoma / First-line JP/US/ approved in September 2019 for use in combination with (Additional Indication) *1 *2 EU/CN pembrolizumab for the indication of endometrial carcinoma in Non-small cell lung cancer / Second-line the United States, Australia and Canada. JP/US/EU (Additional Indication) *1 *2 (Note) Prioritizing the development of the agent’s combination therapy with pembrolizumab, the Bladder cancer (cisplatin-ineligible) / First-line JP/US/ development for non-small cell lung cancer (with RET translocations, monotherapy) in Japan, (Additional Indication) *1 *2 EU/CN the United States, Europe and Asia as well as biliary tract cancer (monotherapy) in Japan, which were at Phase II stages, has been finished. Head and neck cancer / First-line JP/US/ *1 Joint development with U.S.-based Merck (Additional Indication) *1 *2 EU/CN *2 In combination with anti-PD-1 antibody pembrolizumab *3 In combination with anticancer agent everolimus or anti-PD-1 antibody pembrolizumab Hepatocellular carcinoma / First-line JP/US/ *4 In combination with anti-PD-1 antibody pembrolizumab and transcatheter arterial (Additional Indication) 1 4 EU/CN chemoembolization * * Selected solid tumors (Additional Indication) *1 *2 (Endometrial carcinoma, renal cell carcinoma, head and US/EU I/II neck cancer, urothelial cancer, non-small cell lung cancer, melanoma) Melanoma / Second-line (Additional Indication) *1 *2 US/EU Selected solid tumors (Additional Indication) *1 *2 (Triple negative breast cancer, ovarian cancer, gastric cancer, US/EU colorectal cancer, glioblastoma, and biliary tract cancer)

Anticancer agent / Locally advanced or metastatic breast cancer CN July 2019 E7389 Halaven eribulin Inj. microtubule dynamics inhibitor Triple negative breast cancer Description: A synthetic analog of halichondrin B derived from the marine (combination therapy with anti-PD-1 antibody US I/II sponge, Halichondria okadai. Shows an antitumor effect by pembrolizumab) arresting the cell cycle through inhibition of the growth of [Joint development with U.S.-based Merck] microtubules. Approved in over 70 countries including Japan, the United States, and countries in Europe and Asia for use in HER2-negative breast cancer the treatment of breast cancer. Approved in over 65 countries (in combination with PEGPH20) US I/II including Japan, the United States and countries in Europe [Joint development with Halozyme Therapeutics, Inc.] and Asia for use in the treatment of liposarcoma (soft tissue sarcoma in Japan). Liposome formulation (Additional Formulation) (Note) D evelopment for the treatment of bladder cancer, which was in Phase I / II studies in the U.S. (in combination with anti-PD-1 antibody nivolumab) Japan I/II and Europe, has been discontinued. [Joint development with Ono Pharmaceutical]

110 Eisai Co., Ltd. Current Status of the Group

Oncology Development Status Development code Product name Generic name Indication and mechanism of action Condition Region Phase II Phase III Filed Approved Advanced endometrial carcinoma Lenvima US September 2019 (Additional Indication) 1 2 E7080 / Kisplyx lenvatinib Anticancer agent / kinase inhibitor Oral * * Thyroid cancer (Additional Indication) *1 CN Description: Discovered and developed in-house, the agent is an orally administered multiple receptor tyrosine kinase (RTK) inhibitor Hepatocellular carcinoma (Additional Indication) *1 *2 US that selectively inhibits the kinase activities of vascular endothelial growth factor receptors (VEGFR) and fibroblast Endometrial carcinoma / Second-line 1 2 JP/US/EU growth factor receptors (FGFR) in addition to other (Additional Indication) * * proangiogenic and oncogenic pathway-related RTKs (including 1 3 JP/US/EU the platelet-derived growth factor receptor (PDGFR), KIT and Renal cell carcinoma / First-line (Additional Indication) * * RET) involved in angiogenesis and tumor proliferation. Hepatocellular carcinoma / First-line JP/US/ Approved for use in the treatment of thyroid cancer in over 60 1 2 (Additional Indication) * * EU/CN countries including Japan, the United States and other countries in Europe and Asia. Also approved in combination 1 2 Melanoma / First-line (Additional Indication) * * US/EU/CN Report Business with everolimus for use in the treatment of renal cell carcinoma (second-line) in over 55 countries including the United States Nonsquamous non-small cell lung cancer / First-line JP/US/ and other countries in Europe. The agent is marketed under (Additional Indication) *1 *2 EU/CN the product name Kisplyx only for the indication of renal cell PD-L1 positive, non-small cell lung cancer / First-line JP/US/ carcinoma in Europe. It was approved for use in hepatocellular 1 2 carcinoma (first-line) in over 55 countries including in Japan, (Additional Indication) * * EU/CN the United States, Europe, China and Asia. Furthermore, it was Endometrial carcinoma / First-line JP/US/ approved in September 2019 for use in combination with (Additional Indication) *1 *2 EU/CN pembrolizumab for the indication of endometrial carcinoma in Non-small cell lung cancer / Second-line the United States, Australia and Canada. JP/US/EU (Additional Indication) *1 *2 (Note) Prioritizing the development of the agent’s combination therapy with pembrolizumab, the Bladder cancer (cisplatin-ineligible) / First-line JP/US/ development for non-small cell lung cancer (with RET translocations, monotherapy) in Japan, (Additional Indication) *1 *2 EU/CN the United States, Europe and Asia as well as biliary tract cancer (monotherapy) in Japan, which were at Phase II stages, has been finished. Head and neck cancer / First-line JP/US/ *1 Joint development with U.S.-based Merck (Additional Indication) *1 *2 EU/CN *2 In combination with anti-PD-1 antibody pembrolizumab *3 In combination with anticancer agent everolimus or anti-PD-1 antibody pembrolizumab Hepatocellular carcinoma / First-line JP/US/ *4 In combination with anti-PD-1 antibody pembrolizumab and transcatheter arterial (Additional Indication) 1 4 EU/CN chemoembolization * * Selected solid tumors (Additional Indication) *1 *2 (Endometrial carcinoma, renal cell carcinoma, head and US/EU I/II neck cancer, urothelial cancer, non-small cell lung cancer, melanoma) Melanoma / Second-line (Additional Indication) *1 *2 US/EU Selected solid tumors (Additional Indication) *1 *2 (Triple negative breast cancer, ovarian cancer, gastric cancer, US/EU colorectal cancer, glioblastoma, and biliary tract cancer)

Anticancer agent / Locally advanced or metastatic breast cancer CN July 2019 E7389 Halaven eribulin Inj. microtubule dynamics inhibitor Triple negative breast cancer Description: A synthetic analog of halichondrin B derived from the marine (combination therapy with anti-PD-1 antibody US I/II sponge, Halichondria okadai. Shows an antitumor effect by pembrolizumab) arresting the cell cycle through inhibition of the growth of [Joint development with U.S.-based Merck] microtubules. Approved in over 70 countries including Japan, the United States, and countries in Europe and Asia for use in HER2-negative breast cancer the treatment of breast cancer. Approved in over 65 countries (in combination with PEGPH20) US I/II including Japan, the United States and countries in Europe [Joint development with Halozyme Therapeutics, Inc.] and Asia for use in the treatment of liposarcoma (soft tissue sarcoma in Japan). Liposome formulation (Additional Formulation) (Note) Development for the treatment of bladder cancer, which was in Phase I / II studies in the U.S. (in combination with anti-PD-1 antibody nivolumab) Japan I/II and Europe, has been discontinued. [Joint development with Ono Pharmaceutical]

The 108th Ordinary General Meeting of Shareholders 111 Business Report Current Status of the Group

Oncology Development Status Development code Product name Generic name Indication and mechanism of action Condition Region Phase II Phase III Filed Approved

denileukin diftitox Anticancer agent / interleukin-2 Peripheral T-cell lymphoma and cutaneous T-cell E7777 ― Inj. Japan (genetic recombinant) diphtheria toxin fusion protein lymphoma

Anticancer agent / chimeric anti-mesothelin MORAb-009 amatuximab Inj. Mesothelioma US/EU ― monoclonal antibody

E7438 ― tazemetostat Anticancer agent / EZH2 inhibitor Oral Non-Hodgkin B-cell lymphoma Japan

H3B-6545 ― ― Anticancer agent / ERα inhibitor Oral Breast cancer US/EU I/II Japan/ E7090 Anticancer agent / FGFR1, 2, 3 inhibitor Oral Biliary tract cancer ― ― China

・Development of MORAb-003 for the treatment of platinum-sensitive ovarian cancer, which was in Phase II studies in Japan, the U.S. and Europe, has been discontinued. ・D evelopment of MORAb-004 for the treatment of melanoma, which was in Phase II studies in the U.S. and Europe, has been discontinued.

Gastrointestinal and Other Disorders Development Development Status Product name Generic name Indication and mechanism of action Condition Region code Phase II Phase III Filed Approved

Ulcerative colitis treatment / Ulcerative colitis AJM300 ― carotegrast methyl Oral Japan α4 integrin antagonist [Joint development by EA Pharma and Kissei Pharmaceutical]

Ulcerative colitis treatment / Ulcerative colitis E6007 Oral Japan ― ― integrin antagonist [Development conducted by EA Pharma]

Crohn’s disease E6011 Anti-fractalkine antibody Inj. JP/EU ― ― [Development conducted by EA Pharma]

・Development of anti-fractalkine antibody E6011 for the treatment of rheumatoid arthritis, which was in Phase II studies in Japan, has been discontinued.

112 Eisai Co., Ltd. Current Status of the Group

Oncology Development Status Development code Product name Generic name Indication and mechanism of action Condition Region Phase II Phase III Filed Approved denileukin diftitox Anticancer agent / interleukin-2 Peripheral T-cell lymphoma and cutaneous T-cell E7777 ― Inj. Japan (genetic recombinant) diphtheria toxin fusion protein lymphoma

Anticancer agent / chimeric anti-mesothelin MORAb-009 amatuximab Inj. Mesothelioma US/EU ― monoclonal antibody

E7438 ― tazemetostat Anticancer agent / EZH2 inhibitor Oral Non-Hodgkin B-cell lymphoma Japan

H3B-6545 ― ― Anticancer agent / ERα inhibitor Oral Breast cancer US/EU I/II Japan/ E7090 Anticancer agent / FGFR1, 2, 3 inhibitor Oral Biliary tract cancer ― ― China Business Report Business

Gastrointestinal and Other Disorders Development Development Status Product name Generic name Indication and mechanism of action Condition Region code Phase II Phase III Filed Approved

Ulcerative colitis treatment / Ulcerative colitis AJM300 ― carotegrast methyl Oral Japan α4 integrin antagonist [Joint development by EA Pharma and Kissei Pharmaceutical]

Ulcerative colitis treatment / Ulcerative colitis E6007 Oral Japan ― ― integrin antagonist [Development conducted by EA Pharma]

Crohn’s disease E6011 Anti-fractalkine antibody Inj. JP/EU ― ― [Development conducted by EA Pharma]

The 108th Ordinary General Meeting of Shareholders 113 Business Report Current Status of the Group

4. Major Topics

2019 Eisai Selected as Competitive IT Strategy Company 2019 Apr. Eisai was selected by the Ministry of Economy, Trade and Industry (METI) and the Tokyo Stock Exchange (TSE) as Competitive IT Strategy Company 2019 as a company engaged in the strategic utilization of IT. It marked the first time for a pharmaceutical company to be selected as a Competitive IT Strategy Company. The Company was recognized for its utilization of IT to contribute to the enhancement of its corporate value as well as its application of new digital technologies. Exploratory Research Facility “G2D2” Commences Full-scale Operations Jul. The Eisai Center for Genetics Guided Dementia Discovery (G2D2) commenced full-scale operations in Cambridge, Massachusetts in the U.S.A. The new exploratory research facility in the U.S. will leverage human genetics and human biology to attempt to discover potential innovative medicines for dementia that target the brain’s immune system. Combination Therapy of Anticancer Agents Lenvima with Keytruda Receives Breakthrough Therapy Designation from the U.S. FDA The combination therapy of the anticancer agent Lenvima with U.S.-based Merck’s Keytruda, an anti-PD-1 antibody, received the Breakthrough Therapy designation of the U.S. Food and Drug Administration (FDA) as potential first-line treatment of advanced unresectable hepatocellular carcinoma (HCC) not amenable to locoregional treatment. The Combination of Anticancer Agent Lenvima with Keytruda Receives U.S. Sep. Approval as a Treatment for Endometrial Carcinoma as First Approval of the Combination Therapy The combination therapy of the anticancer agent Lenvima with U.S.-based Merck’s anti-PD-1 antibody Keytruda was approved by the U.S. Food and Drug Administration (FDA) for the treatment of patients with advanced endometrial carcinoma that is not microsatellite instability-high (MSI-H) or mismatch repair deficient (dMMR), who have disease progression following prior systemic therapy and are not candidates for curative surgery or radiation. Eisai Receives IIA Japan Chairman’s Award of the Institute of Internal Auditors - Japan Eisai received the 33rd “IIA Japan Chairman’s Award” of the Institute of Internal Auditors - Japan, with the Company’s internal audit activities being highly recognized by the IIA Japan. Regulatory Filing Planned for Aducanumab in Early Alzheimer’s Disease Oct. Based on new analysis of a larger dataset from Phase III studies, a decision was made to schedule the filing of a new drug application for aducanumab, which is under joint development with Biogen, for the treatment of early Alzheimer’s disease. Parkinson’s Disease Treatment Equfina 50 mg Tablets Nov. Launched in Japan Eisai launched Parkinson’s disease treatment Equfina 50 mg Tablets for the indication of the improvement of the wearing-off phenomenon* in patients with Parkinson’s disease. Manufacturing and marketing approval is held by Meiji Seika Pharma Co., Ltd., and Eisai has the exclusive rights to market Equfina. * A phenomenon in which the length of time that symptoms are suppressed by drugs becomes shorter with the progression of the disease, and symptoms reappear and make the patient unable to move before the next dose is taken

114 Eisai Co., Ltd. Current Status of the Group

Eisai Receives 4.5 Stars in the Nikkei Smart Work Management Survey Nov. Eisai received 4.5 stars in the 3rd Nikkei Smart Work Management Survey announced by Nikkei Inc. This survey selects advanced companies that are endeavoring to revolutionize their productivity through workstyle reform.

Dayvigo Receives Approval in Japan and the U.S. for the Treatment of Insomnia Dec. The in-house discovered orexin receptor antagonist Dayvigo (generic name: lemborexant) obtained new drug approval in the U.S. in December 2019 for the indication of insomnia, characterized by difficulties with sleep onset and/or sleep maintenance. This was followed in January 2020 by new drug approval in Japan for the indication of insomnia. The drug will contribute to improving sleep onset and maintenance in patients suffering insomnia.

2020

Antiepileptic Fycompa Launched in China Report Business Jan. The in-house discovered and developed antiepileptic drug Fycompa was launched in China in January 2020. In China, Fycompa was designated for Priority Review and approved in September 2019. The antiepileptic has obtained approval in over 65 countries around the world as an adjunctive treatment for partial-onset seizures in patients with epilepsy 12 years of age and older.

Anticancer Agent Halaven Launched in China The in-house discovered and developed anticancer agent Halaven was launched in January 2020 in China, where there is an increase in women diagnosed with breast cancer. Approval had been obtained in China in July 2019. The anticancer agent is approved for indications related to breast cancer in over 70 countries around the world, including the United States and Japan, and countries in Europe and Asia.

Eisai’s Contribution Toward Patients with Liver Disease Feb. Through the Anticancer Agent Lenvima Receives the President’s Award of the Japan Techno-Economics Society Eisai received the President’s Award at the 8th Technology Management and Innovation Awards held by the Japan Techno-Economics Society (JATES) for its discovery of the in-house discovered and developed anticancer agent Lenvima and its contributions toward patients with liver disease. This was in high recognition of Eisai activities based on its Corporate Philosophy in support of patients. The objective of this award is to contribute to Japan’s economic development, social reform, enhancement of its global competitive edge, etc., by introducing superior Japanese innovation widely around the world.

Eisai Launches NouKNOW, a Digital Tool for Regular Self-Assessment of Brain Mar. Health NouKNOW provides a simple playing card test using a PC or tablet device to quantitatively measure brain performance (brain health) in 4 tests evaluating psychomotor function, attention, learning and memory, and working memory. The hope is that users will obtain a correct understanding of brain health and related diseases through regular self-assessments using this tool, and that it will become a springboard for reconsidering lifestyle habits, taking preventive action, and consulting physicians and others. The launch will initially target legal entities such as municipalities and corporations.

The 108th Ordinary General Meeting of Shareholders 115 Business Report Current Status of the Group

3 Status of Major Contracts As of March 31, 2020, the major contracts are as follows. The product names indicated are those under which the products are sold in major countries.

1. Strategic Collaboration

Company Date of Party to contract Contract content Contract period name conclusion

1. A cquisition of option rights for co-development/ co-promotion of the Eisai- developed anti-amyloid beta On a product-by-product/ (A ) protofibril antibody β country-by-country basis as BAN2401 and the BACE follows, whichever is the later of inhibitor E2609 (generic name: 1) or 2) Biogen March 4, elenbecestat) 1, and * 1) 12 years from the date of the (U.S.A.) 2014 co-development/ first commercial sales co-promotion of a Biogen- 2) The earlier of the patent developed anti-tau antibody expiration date or the launch 2. Co-development/ date of a generic product co-promotion of the Biogen- developed anti-Aβ antibody Eisai Co., BIIB037 (generic name: Ltd. aducanumab)

Co-development/co-promotion of Eisai’s anticancer agent March 7, Lenvima as monotherapy and in From the conclusion of the U.S. Merck 2018 combination with U.S. Merck’s contract until March 31, 2036 anti-PD-1 antibody Keytruda for a number of cancer types

1. C ollaboration in building the 1. F rom the conclusion of the Company’s Total Inclusive contract until September 30, Nichi-Iko March 28, Ecosystem 2023 Pharmaceutical 2018 2. P artnership in the active 2. F rom the conclusion of the Co., Ltd. 2 * pharmaceutical ingredient contract until September 30, business 2028 *1 In September 2019, Biogen and Eisai discontinued Phase III testing to verify the efficacy and safety of E2609 (generic name: elenbecestat). *2 In April 2019, the Company completed the gradual transfer of shares of Elmed Eisai, Co., Ltd. stock. 2. Licensing

Company Date of Party to contract Contract content Contract period name conclusion

Joint development of and Fujifilm marketing alliance for the From the conclusion of the Corporation September 30, rheumatoid arthritis agent contract until September 11, Toyama Chemical 1998 Careram (generic name: 2022 Co., Ltd. iguratimod) Eisai Co., Ltd. Development and sale of the From the conclusion of the AbbVie fully human anti-TNF- α contract until 15 years following Deutschland June 16, monoclonal antibody Humira receipt of marketing GmbH & Co. KG 1999 (generic name: adalimumab) in authorization (Germany) Japan, Taiwan 3, and South * (Ended in Taiwan) Korea *3 In August 2019, the contract for development and sale of Humira in Taiwan ended.

116 Eisai Co., Ltd. Current Status of the Group

Company Date of Party to contract Contract content Contract period name conclusion

License for worldwide In each country, from the development, manufacturing, conclusion of the contract until Novartis AG February 6, and sale of the antiepileptic the patent expiration date or until (Switzerland) 2004 agent Inovelon (generic name: 10 years from the start of rufinamide) marketing, whichever is later

From the conclusion of the Exclusive license for the Sunovion contract until 15 years following development and marketing of

Pharmaceuticals July 26, receipt of marketing Report Business the insomnia treatment Lunesta Inc. 2007 authorization or until 15 years (generic name: eszopiclone) in (U.S.A.) following NHI price listing, Japan whichever is later

Exclusive license for worldwide research and development, From the conclusion of the BioArctic December 3, manufacturing, and sale of the contract until 15 years following (Sweden) 2007 anti-Aβ protofibrils antibody the commencement of sales in BAN2401 for the treatment of each country Alzheimer’s disease

Exclusive license regarding the SymBio co-development and marketing From the conclusion of the August 18, Pharmaceuticals of the anticancer agent contract until 10 years after the 2008 Limited Treakisym (generic name: commencement of sales bendamustine) in Japan

Co-promotion agreement in Eisai Co., Pfizer Inc. September 24, Japan for the pain treatment From the conclusion of the Ltd. (U.S.A.) 2009 agent Lyrica (generic name: contract until July 17, 2022 pregabalin)

From the conclusion of the Exclusive license for worldwide contract until the day on which Prism BioLab Co., April 1, development, manufacturing, the patent expires or until the day Ltd. 2011 and sale of the anticancer agent on which 10 years have passed E7386 following the commencement of sales in each country

University of Collaborative research and October 16, London co-development of the anti-tau Until December 5, 2023 2015 (U.K.) antibody E2814

Licenses related to exclusive sales rights in Japan and exclusive From the conclusion of the Meiji Seika March 31, development and sales rights in 7 contract until 15 years following Pharma Co., Ltd. 2017 Asian countries for the anti- the commencement of sales in Parkinson’s disease agent Equfina each country (generic name: safinamide)

From the conclusion of the Exclusive license for worldwide contract until the day on which Harvard University June 15, development, manufacturing, the patent expires or until the day (U.S.A.) 2018 and sale of anticancer agent on which 15 years have passed E7130 following the commencement of sales, whichever is later

The 108th Ordinary General Meeting of Shareholders 117 Business Report Current Status of the Group

Company Date of Party to contract Contract content Contract period name conclusion

Marketing alliance contract for From the conclusion of the Eisai Co., Gilead December 24, the selective Janus kinase 1 contract until 12 years following Ltd. Sciences, Inc. 2019 inhibitor filgotinib (generic name) the first NHI price listing in Japan

Exclusive development and sales rights of the liver disease/ allergic disease agents Stronger Neo-Minophagen C (glycyrrhizic acid, compound formulation) Eisai and Glycyron Tablets Co., Ltd. Minophagen February 29, (glycyrrhizic acid, compound From the conclusion of the EA Pharmaceutical 2016 tablet) in Japan and other Euro- contract until March 31, 2023 Pharma Co., Ltd. Asian countries where the Co., Ltd. products have not yet been sold, and exclusive first negotiation rights in China and other Euro- Asian countries where the products are already sold

Marketing license and Eisai BIAL - Portela & co-promotion for the From the conclusion of the Europe February 19, Ca., S.A. antiepileptic agent Zebinix contract until the day on which Ltd. 2009 (Portugal) (generic name: eslicarbazepine) 12 years have passed (U.K.) in Europe

3. Joint Venture

Company Date of Party to contract Contract content Contract period name conclusion

Integration agreement concerning the splitting off of a portion of Eisai’s business and Eisai Co., Ajinomoto Co., October 15, its subsequent succession by — Ltd. Inc. 2015 Ajinomoto Pharmaceuticals Co., Ltd. via an absorption-type split, etc.

4. Other Contracts Important for Business

Company Date of Party to contract Contract content Contract period name conclusion

Provision of DEC (generic name: World Health 7 years from 2013 or the date of diethylcarbamazine) tablets to Eisai Co., Organization January 30, WHO’s completion of the the WHO free of charge to Ltd. (WHO) 2012 preliminary review of DEC, support its program to eliminate (Switzerland) whichever is later lymphatic filariasis

118 Eisai Co., Ltd. Current Status of the Group

4 Status of Major Subsidiaries (as of March 31, 2020) Percentage of Company name Location Common stock voting rights held Main business lines (%) Chuo-ku, Pharmaceutical research KAN Research Institute, Inc. ¥70 million 100.00 Kobe and development Bunkyo-ku, Sunplanet Co., Ltd. ¥455 million 85.71 Business service, etc. Tokyo Pharmaceutical research Chuo-ku, EA Pharma Co., Ltd. ¥9,145 million 60.00 and development/ Tokyo production/sales Eisai Corporation of North New Jersey, US$2,267 million 100.00 U.S. holding company America, Inc. U.S.A. Pharmaceutical research New Jersey, 100.00 Eisai Inc. US$152 million and development/ U.S.A. (100.00) production/sales

Massachusetts, 100.00 Pharmaceutical research Report Business H3 Biomedicine Inc. US$8,000 U.S.A. (100.00) and development Jiangsu, 100.00 China headquarters and Eisai China Holdings Ltd. RMB664 million China (100.00) holding company Jiangsu, 100.00 Pharmaceutical Eisai China Inc. RMB576 million China (100.00) production/sales Jiangsu, 100.00 Eisai (Suzhou) Trading Co., Ltd. RMB70 million Pharmaceutical sales China (100.00) European regional Hertfordshire, headquarters/holding Eisai Europe Ltd. GBP184 million 100.00 U.K. company, pharmaceutical sales Hertfordshire, 100.00 Pharmaceutical research Eisai Ltd. GBP46 million U.K. (100.00) and development/sales Pharmaceutical Hertfordshire, 100.00 Eisai Manufacturing Ltd. GBP39 million research and U.K. (100.00) development/production Frankfurt, 100.00 Eisai GmbH EUR8 million Pharmaceutical sales Germany (100.00) 100.00 Eisai S.A.S. Paris, France EUR20 million Pharmaceutical sales (100.00) 100.00 Eisai Farmaceutica S.A. Madrid, Spain EUR4 million Pharmaceutical sales (100.00) Eisai Asia Regional Services Pte. Singapore S$34 million 100.00 Asian holding company Ltd.

Eisai Taiwan Inc. Taipei, Taiwan T$270 million 100.00 Pharmaceutical sales

Eisai (Thailand) Marketing Co., Bangkok, 100.00 THB103 million Pharmaceutical sales Ltd. Thailand (100.00) Seoul, South Eisai Korea Inc. KRW3,512 million 100.00 Pharmaceutical sales Korea Andhra Pharmaceutical research Eisai Pharmaceuticals India Pvt. 100.00 Pradesh, INR2,708 million and development/ Ltd. India (11.08) production/sales

(Note) Numbers shown in parentheses in the “Percentage of voting rights held” column represent indirect percentages.

The 108th Ordinary General Meeting of Shareholders 119 Business Report Current Status of the Group

5 Major Affiliated Companies and Sites (as of March 31, 2020) The Group is made up of the Company, 45 consolidated subsidiaries, and 1 equity-method affiliate. An outline of businesses, major affiliated companies, and sites is given below.

Business segment Region Function Major affiliated companies and sites (Primary products) Pharmaceutical Japan S Eisai Co., Ltd. business (Prescription (Communication Offices) medicines) Sapporo, Sendai, Tokyo, Nagoya, Osaka, Hiroshima, Fukuoka, etc. (OTC products) P R Kawashima Plant (Gifu Prefecture) P R Kashima Business Office (Ibaraki Prefecture) R Tsukuba Research Laboratories (Ibaraki Prefecture)

Japan R KAN Research Institute, Inc. (Kobe)

S P R EA Pharma Co., Ltd. (Tokyo) North H Eisai Corporation of North America, Inc. (U.S.A.) America S P R Eisai Inc. (U.S.A.) R H3 Biomedicine Inc. (U.S.A.)

China H Eisai China Holdings Ltd. (China)

S P Eisai China Inc. (China) S Eisai (Suzhou) Trading Co., Ltd. (China) Europe H S Eisai Europe Ltd. (U.K.) S R Eisai Ltd. (U.K.) P R Eisai Manufacturing Ltd. (U.K.) S Eisai GmbH (Germany) S Eisai S.A.S. (France) S Eisai Farmaceutica S.A. (Spain)

Asia, etc. H Eisai Asia Regional Services Pte. Ltd. (Singapore) S Eisai Taiwan Inc. (Taiwan) S Eisai (Thailand) Marketing Co., Ltd. (Thailand) S Eisai Korea Inc. (South Korea)

S P R Eisai Pharmaceuticals India Pvt. Ltd. (India) Other Japan Eisai Co., Ltd. businesses Sunplanet Co., Ltd. (Tokyo)

S : Sales office P : Production plant R : Research and development site H : Headquarters company

6 Other Significant Items In April 2019, the Company transferred its shares of Elmed Eisai Co., Ltd. stock (66.6% of all issued shares) to Nichi-Iko Pharmaceutical Co., Ltd. This completed the transfer of all shares of Elmed Eisai Co., Ltd. stock (100% of all issued shares) in accordance with the share transfer agreement concluded in March 2018.

120 Eisai Co., Ltd. MEMO Business Report Business

The 108th Ordinary General Meeting of Shareholders 121 Business Report Status of Shares and Stock Acquisition Rights II. Status of Shares and Stock Acquisition Rights

1 Status of Shares (as of March 31, 2020)

1. Authorized (common stock)……………………………………… 1,100,000,000 shares 2. Issued �� 296,566,949 shares (including 9,903,184 shares of treasury stock) 3. Number of shareholders �� 53,282 ●Trends in Number of Shareholders over the Past 5 Years

Fiscal year FY2015 FY2016 FY2017 FY2018 FY2019 Number of 59,996 62,335 60,948 53,041 53,282 shareholders 4. Status of Shareholders (1) Principal Shareholders

Percentage held of all Number of shares Shareholders shareholder voting held (1,000) rights (%) The Master Trust Bank of Japan, Ltd. (trust account) 35,394 12.36 Japan Trustee Services Bank, Ltd. (trust account) 32,611 11.38 State Street Bank and Trust Company 505001 20,639 7.20 Nippon Life Insurance Company 12,281 4.28 Saitama Resona Bank, Limited 6,800 2.37 Japan Trustee Services Bank, Ltd. (trust account 7) 6,284 2.19 Trust & Custody Services Bank, Ltd. as trustee for Mizuho Bank, Ltd. Retirement Benefit Trust Account re-entrusted by Mizuho Trust and Banking 5,437 1.89 Co., Ltd. Japan Trustee Services Bank, Ltd. (trust account 5) 4,876 1.70 JP Morgan Chase Bank 385151 4,623 1.61 The Naito Foundation 4,207 1.46 Total 133,154 46.49 (Note) 1 Numbers of shares are rounded down to the nearest thousand. 2 Indicates the top 10 shareholders in terms of percentage of the total number of outstanding shares (excluding treasury stock). 3 The 9,903,000 shares (3.34%) of treasury stock are not included in this table as they do not have voting rights. 4 Although the following Large Shareholding Report (revised report) was received before the end of the fiscal year, in cases in which it is impossible to make confirmation with the shareholder registry for the end of the fiscal year, or in which the number of shares held is not ranked among the top 10, it is not included in the table. Further, the holding percentage enclosed in parentheses is the percentage of the total number of outstanding shares (rounded down), including treasury stock. . a Including the Mitsubishi UFJ Financial Group, Inc., all 4 companies jointly held 16,113,000 shares (5.43%) as of July 13, 2015 (July 21, 2015, Revised Report) . b Including the Wellington Management Company, LLP, all 2 companies jointly held 27,087,000 shares (9.13%) as of July 31, 2015 (August 7, 2015, Revised Report) . c Including BlackRock Japan Co., Ltd., all 11 companies jointly held 18,308,000 shares (6.17%) as of August 15, 2017 (August 21, 2017, Revised Report) . d Including Sumitomo Mitsui Trust Bank, Limited, all 3 companies jointly held 15,967,000 shares (5.38%) as of December 14, 2018 (December 21, 2018, Revised Report) . e Including Nomura Securities Co., Ltd., all 2 companies jointly held 17,993,000 shares (6.07%) as of September 13, 2019 (September 20, 2019, Revised Report) . f Including Mizuho Bank, Ltd., all 2 companies jointly held 15,777,000 shares (5.32%) as of January 15, 2020 (January 22, 2020, Revised Report)

122 Eisai Co., Ltd. Status of Shares and Stock Acquisition Rights

(2) Shareholder Composition

Number of shareholders Number of shares

(No. of Change from the (Thousands of Change from the (%) (%) shareholders) previous year shares) previous year (Shareholders) (Thousands of shares) ■ Financial institutions (banks, etc.) 121 0.2 (4) 133,094 44.9 712 ■ Financial instruments traders 52 0.1 3 4,629 1.6 (6,476) (securities companies) ■ Other companies 771 1.4 (8) 20,559 6.9 (66) ■ Foreign entities, etc. 832 1.6 11 91,152 30.7 6,113 ■ Individuals, other 51,505 96.7 239 37,228 12.6 (140) ■ Treasury stock 1 0.0 — 9,903 3.3 (143) Total 53,282 100.0 241 296,566 100.0 —

● Trends in Ratio by Shareholder Type Report Business

■inancia institutions anks etc ■inancia instruents traders securities coanies ■ther coanies ■oreign entities etc ■ndiiduas other ■reasur stock (%)

F201

(3) Status of Treasury Stock

(1) Trends in Treasury Stock Holdings over the Past 5 Years (Number of shares)

Fiscal year FY2015 FY2016 FY2017 FY2018 FY2019

Treasury stock 10,555,842 10,399,676 10,228,499 10,046,253 9,903,184

(2) Acquisition, Disposal, and Holding of Treasury Stock

Total acquisition cost/ Number of shares total disposal value (Millions of yen) Shares held at the end of the preceding fiscal year a 10,046,253 —

Acquired shares Acquisition of odd-lot shares b 9,494 64

Disposed shares Exercise of stock options (stock acquisition rights) c 98,400 338 Third party allocation in connection with the continuation of stock-based compensation system d 54,000 186 based on performance Share increase for odd-lot shares e 163 1 Shares held at the end of the fiscal year (a + b - c - d - e) 9,903,184 —

(Note) During the fiscal year under review, there was no “treasury stock acquired as a result of a resolution of the Board of Directors as stipulated under the provisions of Article 459-1-1 of the Companies Act.”

The 108th Ordinary General Meeting of Shareholders 123 Business Report Status of Shares and Stock Acquisition Rights

(4) Status of the Company’s Cross-shareholdings with Other Companies (1) Fundamental Policy Regarding Strategic Shareholding The fundamental policy regarding strategic shareholding is to use cross-shareholdings only as a means of enhancing cooperation with other companies in ways that promote an increase in its own corporate value. Shareholdings are kept to the minimum necessary, and the benefits of shareholding are weighed against the corresponding risks via estimates of Net Present Value (NPV), etc. Such verification will be carried out every year, and from the perspective of corporate governance, the balance of possessed shares will be decreased as a general rule. These verifications are performed on a yearly basis and reduced in number from the perspective of corporate governance. In addition, when exercising voting rights related to strategically held shares, the Company will vote in favor of proposals it judges will contribute to the increase of the value of shares held by the Company, and vote against proposals it judges will damage the value. In cases where companies holding strategically held Company stock (strategically holding shareholders) express an intention to sell, etc., said Company stock, the Company does not, as a general rule, prohibit said sale, etc. In FY2019, the Company sold strategically held shares in 6 stocks (all shares for 5 of the stocks). In addition, the Company sold a portion of considered shareholding in 3 stocks. (2) Status of the Company’s Cross-shareholdings with Other Listed Companies As of March 31, 2020, the Company had cross-shareholding relationships with 14 listed companies, with those companies holding a total of 9,913,000 shares in the Company (3.34% of outstanding shares). The breakdown by industry and principal corporate shareholders of Eisai stock are as follows. No shares are held for net investment purposes. ●Principal Corporate Shareholders of Eisai Stock The Company’s holding Shareholding of the corporate shareholders’ stock Purpose of Shareholders Industry Number of Number of holding shares Percentage Percentage shares held shares held of shares (%) of shares (%) (1,000) (1,000) To strengthen Alfresa Holdings Corporation* ■Wholesale 1,577 0.53 4,602 1.96 transactional partnerships To strengthen Kissei Pharmaceutical Co., Ltd. ■Pharmaceuticals 294 0.10 474 0.91 business partnerships To strengthen Santen Pharmaceutical Co., Ltd. ■Pharmaceuticals 949 0.32 6,862 1.72 business partnerships To strengthen Suzuken Co., Ltd. ■Wholesale 1,422 0.48 1,040 1.01 transactional partnerships To strengthen Toho Holdings Co., Ltd. ■Wholesale 857 0.29 950 1.21 transactional partnerships ■ Electronic To strengthen Nihon Kohden Corporation medical 330 0.11 1,165 1.31 business equipment partnerships To strengthen Hisamitsu Pharmaceutical Co., Inc. ■Pharmaceuticals 251 0.08 390 0.46 business partnerships To strengthen Matsumotokiyoshi Holdings Co., Ltd. ■ Retail 819 0.28 2,815 2.58 transactional partnerships To strengthen Medipal Holdings Corporation ■Wholesale 1,961 0.66 5,966 2.44 transactional partnerships Total 8,465 2.85 — —

(Notes) 1 Percentages of shares are calculated as a percentage of the total number of outstanding shares, including treasury stock. 2 The above 9 companies consented to disclosure of this information. 3 The shares of companies held by the Company include considered shareholdings for retirement benefit trust purposes. * T he number of the Company’s shares held by Alfresa Holdings Corporation includes shares held by Alfresa Corporation.

124 Eisai Co., Ltd. Status of Shares and Stock Acquisition Rights

● Status of the Company’s Shares Held by the 14 Listed Companies

Number of Industry Ratio shares held

■Wholesale 6,458,000 65.2%

■Pharmaceuticals 1,495,000 15.1%

sares ■ Electronic medical equipment 330,000 3.3%

■ Retail 819,000 8.3%

■ Other business corporations 808,000 8.2%

(Note) Ratio is the percentage out of total number of outstanding shares. Business Report Business

olesale araceuticals

lectronic edical euipent Retail

ter business corporations

2 Stock Price Trends ●The Company’s Stock Price Trends over the Past 5 Years and Comparison with the Nikkei Average and TOPIX

() Te opanys stock prices ikkei aerae T 10

100

0 FY2015 FY2016 FY2017 FY2018 FY2019 High ¥9,024 High ¥7,338 High ¥7,148 High ¥11,490 High ¥9,433 Low ¥6,633 Low ¥5,366 Low ¥5,402 Low ¥6,040 Low ¥5,205

(Note) The 100 (%) shown in the vertical axis of the line graph above represents the March 31, 2015, closing prices of the Company’s stock price, Nikkei Average, and TOPIX respectively.

●TSR (Total Shareholder Return, %) Holding period 1 year 2 years 3 years 4 years 5 years Eisai Co., Ltd. 81.1 71.0 84.7 79.8 101.8 Nikkei average 88.6 101.5 116.9 117.5 106.7 TOPIX 89.2 102.3 118.5 112.5 101.8 (Note) Holding period reference date: March 31, 2015

The 108th Ordinary General Meeting of Shareholders 125 Business Report Status of Shares and Stock Acquisition Rights

3 Status of Stock Acquisition Rights 1. Status of Stock Options (Stock Acquisition Rights) at the End of the Fiscal Year

Date of resolution at No. of eligible recipients No. of No. of the Board of Recipient’s position when granted No. of shares for shares for Directors meeting (No. of shareholders) Exercise shares which rights Exercise which rights price granted exercised rate not (Deadline for (Yen) (Thousands (cumulative) (%) exercised 1 exercising voting Directors Corporate * Employees Total of shares) (Thousands of (Thousands rights) (outside) officers shares) of shares)

June 18, 2010 (June 18, 2020) 10 (7) 18 56*² 84 2,981 316*² 290 91.8 17

June 21, 2011 (June 21, 2021) 10 (7) 18 54*² 82 3,140 308*² 252 82.1 49

June 21, 2012 (June 21, 2022) 10 (7) 18*² 51*² 79 3,510 303*² 161 53.4 138

Cumulative total 927 704 76.0 204

(Notes) 1 Numbers of shares are rounded down to the nearest thousand. 2 All the above stock acquisition rights are issued at no cost. 3 The type of target share for all the above stock acquisition rights is common stock. 4 The granting of stock options (stock acquisition rights) was discontinued in FY2013. 5 The Director, Representative Corporate Officer and CEO was granted stock acquisition rights as a corporate officer. 6 Group officers are handled as employees in accordance with the new group officer system introduced in June 2010. 7 Rights are exercised through the conversion of treasury stock. 8 The exercise period for stock options granted in FY2010 will end as of June 18, 2020. *1 ‌Due to the expiration or abandonment of stock acquisition rights, the number does not match the difference between the number of stock acquisition rights granted and the number of shares for which rights have been exercised. *2 ‌Decreased due to the resignation or retirement of eligible recipients during the applicable service period. (%)

Rate of dilution through stock options End of FY2019

Ratio of granted stock options (cumulative) 0.32

Ratio of total shares for which rights have not been exercised (cumulative) 0.07

(Note) ‌The above are ratios to shares issued as of the end of March 2020, excluding treasury stock.

126 Eisai Co., Ltd. Status of Shares and Stock Acquisition Rights

2. Status‌ of Stock Acquisition Rights Delivered to Company Executives as Compensation for the Execution of Duties (as of March 31, 2020) (1) Holdings Status of Company Executives

Date of resolution at Total Directors Directors Corporate Total the Board of officers (outside) (inside) officers officers Directors (inside) meeting No. of stock (Rights) 0 0 (0) 110 (45) 110 110 June 18, 2010 acquisition rights No. of holders (Shareholders) 0 0 (0) 4 (2) 4 4 No. of stock (Rights) 0 0 (0) 338 (111) 338 338 June 21, 2011 acquisition rights No. of holders (Shareholders) 0 0 (0) 9 (4) 9 9 No. of stock (Rights) 0 150 (20) 543 (150) 693 693 Report Business June 21, 2012 acquisition rights No. of holders (Shareholders) 0 3 (1) 12 (5) 15 15

(Notes) 1 The type and number of target shares per stock acquisition right is 100 shares of common stock. 2 The Director, Representative Corporate Officer and CEO was granted stock acquisition rights as a corporate officer. 3 The number of stock acquisition rights and number of holders shown for directors (inside) and corporate officers include those rights that were granted while serving as employees. Figures in parentheses indicate items associated with stock acquisition rights granted while directors (inside) and corporate officers were serving as employees. (2) O verview of Stock Acquisition Rights in Accordance with a Resolution of the Board of Directors

Value of assets to Allocation of Date of resolution at No. of stock No. and type be contributed upon capital for share Appraisal the Board of acquisition of shares exercise of stock issuance upon Exercise period value Directors meeting rights (Shares) acquisition rights exercise (yen/share) (Allocation date) (Rights) (yen/right) (yen/share)

144,000 June 18, 2010 From June 19, 2012, 1,440 common 298,100 1,491 348 (July 5, 2010) to June 18, 2020 shares

142,000 June 21, 2011 From June 22, 2013, 1,420 common 314,000 1,570 417 (July 7, 2011) to June 21, 2021 shares

147,000 June 21, 2012 From June 22, 2014, 1,470 common 351,000 1,755 459 (July 9, 2012) * to June 21, 2022 shares

(Notes) 1 The value of assets to be contributed at the exercise of 1 stock acquisition right will be recalculated according to a formula established in advance only in cases specified in the issuance guidelines, such as following stock splits, a combination of shares, etc. 2 No monetary consideration is required in exchange for the transfer of stock acquisition rights. * Decreased due to the resignation or retirement of eligible recipients during the applicable service period. (3) Other Important Items Regarding Stock Acquisition Rights The Company records the issuance of stock acquisition rights in accordance with the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (resolved by the Board of Directors on February 28, 2006).

The 108th Ordinary General Meeting of Shareholders 127 Business Report Status of Officers III. Status of Officers

1 Items Pertaining to Directors Of the 11 directors, 7 are outside directors as stipulated in Article 2, Item 15, of the Companies Act. The Representative Corporate Officer and CEO is the only director who is concurrently a corporate officer.

1. Directors (as of March 31, 2020)

Name Position and primary area of responsibility Main concurrent employment, etc.

Director, Representative Corporate Chair, The Naito Foundation Haruo Naito Officer and CEO

Outside Director Chair of the Board of Directors Senior Advisor, Mitsui E&S Holdings Co., Ltd. Yasuhiko Katoh ● Member of the Independent Committee of Outside Directors * Hirokazu Kanai has considerable knowledge and Director experience related to finance and accounting as a Hirokazu Kanai ● Member of the Audit Committee member of the Audit Committee having served as head of the Finance & Accounting Department. Outside Director Professor, School of Law, Meiji University Member of the Audit Committee ● Outside Director, Mitsubishi Shokuhin Co., Ltd. Tamaki Kakizaki ● Member of the Independent Outside Corporate Auditor, Japan Airport Terminal Co., Ltd. Committee of Outside Directors Outside Director Partner, Nakamura, Tsunoda & Matsumoto Member of the Audit Committee ● Outside Director, Culture Convenience Club Co., Ltd. Daiken Tsunoda ● Chair of the Independent Committee (unlisted) of Outside Directors Research Associate, School of Oriental and African Studies Outside Director (SOAS) Japan Research Centre, University of London Member of the Nomination Committee ● Research Associate, Musashino Institute of Global Affairs Chair of the Compensation Committee Bruce Aronson ● (MIGA), Musashino University Member of the Independent ● Affiliated Scholar, U.S.-Asia Law Institute, New York Committee of Outside Directors University School of Law

Yutaka Tsuchiya Director

Outside Director Chair of the Nomination Committee ● Advisor, Yokogawa Electric Corporation Member of the Compensation Committee Shuzo Kaihori ● Outside Director, HOYA Corporation ● Member of the Independent Committee of Outside Directors Outside Director Special Advisor, Mitsubishi UFJ Lease & Finance ● Member of the Nomination Committee Company Limited Ryuichi Murata ● Member of the Compensation Committee Audit & Supervisory Board Member (Outside), ● Member of the Independent NORITAKE CO., LIMITED Committee of Outside Directors External Director, Kintetsu Group Holdings Co., Ltd. Executive Advisor, ASAHI Tax Corporation Audit & Supervisory Board Member (Outside), OMRON Outside Director Corporation ● Chair of the Audit Committee Outside Director, Sompo Holdings, Inc. Hideyo Uchiyama ● Member of the Independent Committee of Outside Directors * Hideyo Uchiyama, as a certified public accountant, has considerable knowledge and experience related to financial accounting and auditing.

Director Hideki Hayashi ● Member of the Audit Committee

(Note) There is no particular conflict of interest between the Company and the concurrent employer of each outside director that would be a problem or obstacle that would impair his/her ability to execute his/her duties as an outside director. Each outside director fulfills all “Requirements for the Independence and Neutrality of Outside Directors” established by the Company’s Nomination Committee (see page 33).

128 Eisai Co., Ltd. Status of Officers

2. Activities of Directors

Name Primary Activities Attendance At meetings of the Board of Directors Ms. Kakizaki utilizes her specialized knowledge regarding internal controls and internal Board of Directors audits as well as her high level of management expertise and 100% (12/12) oversight capabilities as she requests explanations and presents Audit Committee her opinions as needed. Also, as a member of the Audit 100% (13/13) Tamaki Kakizaki Committee, she formulates audit plans, requests explanations Independent Committee of regarding the results of investigations and subsequent follow-up Outside Directors actions, and presents her opinions at meetings of the Audit 100% (7/7) Committee as needed.

(Note) Details on the primary activities and attendance at meetings of the board of directors and at committee meetings of Haruo Naito, Yasuhiko Katoh, Hirokazu Kanai, Daiken Tsunoda, Bruce Aronson, Yasutaka Tsuchiya, Shuzo Kaihori, Ryuichi Murata, Hideyo Uchiyama, and Hideki Hayashi (10 individuals) are listed on the individuals’ corresponding candidate pages in the Reference Documents. 3. Changes in Directors Business Report Business a. Hideki Hayashi was newly appointed to be director and assumed his post at the 107th Ordinary General Meeting of Shareholders held on June 20, 2019. b. N oboru Naoe retired from his director post upon expiration of his term of office at the end of the 107th Ordinary General Meeting of Shareholders held on June 20, 2019. 4. Selection of Full-Time Audit Committee Members and Reason for Selection The Company has appointed 3 outside directors and 2 inside directors to be Audit Committee members, and the 2 inside directors serve as full-time members. Highly effective audits are achieved by appointing directors who possess expertise in fields that are unique to pharmaceutical companies and who are familiar with the Company’s internal organizations and operations as full-time Audit Committee members. 5. Submittal of “Independent Officer Notifications” to Stock Exchanges The 7 outside directors meet the standards for independent officers, as stipulated by the Tokyo Stock Exchange, and the Company has submitted the names of all the outside directors as independent officers. 6. Overview of Liability Limitation Contracts with Directors (excluding those serving as executive directors, etc.) The Company has limitation of liability contracts in force with 10 directors (excluding those serving as executive directors, etc.), as per Article 38, Paragraph 2, of the Company’s Articles of Incorporation, which is stipulated based on Article 427 of the Companies Act. In the event that any of the Company’s directors cause damage to the Company despite performing his/her duties in good faith and without gross negligence, the maximum liability for damages is the minimum liability amount stipulated in Article 425, Paragraph 1, of the Companies Act.

The 108th Ordinary General Meeting of Shareholders 129 Business Report Status of Officers

2 Items Pertaining to Corporate Officers

1. Corporate Officers The following is a list of the Company’s 30 corporate officers (of whom 3 are women) as of March 31, 2020. (as of March 31, 2020) No. of the Name Age Position and primary area of responsibility Company’s shares held (shares)

Haruo Naito 72 Director, Representative Corporate Officer and CEO 644,150

Representative Corporate Officer, COO and Industry Affairs 61 21,467 Yasushi Okada Industry Affairs, China Business, and Data Integrity

Executive Vice President 60 8,085 Kenta Takahash General Counsel and Intellectual Property

Executive Vice President Chief Financial Officer and Chief IR Officer 57 9,806 Ryohei Yanagi * Ryohei Yanagi’s assignment was changed to Chief Financial Officer on April 1, 2020.

Senior Vice President Edward 57 43,694 Stewart Geary Global Safety Officer; and Director, Global Safety Headquarters

Senior Vice President 53 ― Gary Hendler President, EMEA Region; and Chairman & CEO, Eisai Europe Ltd.

Senior Vice President 56 13,806 Terushige Iike President, Oncology Business Group

Senior Vice President 43 4,674 Ivan Cheung President, Neurology Business Group; Chairman, Eisai Inc.

Senior Vice President President, Eisai Japan; and Head of Regional Cooperation Shuto- Hidenori Yabune 49 Ken Headquarters 5,094 * Hidenori Yabune’s assignment was changed to President, Eisai Japan on April 1, 2020.

Senior Vice President Hiroyuki Kato 62 Chief Clinical Quality Officer, Chief Product Quality Officer, Global 1,602 Product Emergency Management, and Pharmaceutical Affairs

Senior Vice President 51 5,990 Tatsuyuki Yasuno President, Americas Region; and President, Eisai Inc.

Vice President Takashi Owa 56 Chief Medicine Creation Officer and Chief Discovery Officer, 6,000 Oncology Business Group

Vice President 69 ― Lynn Kramer Chief Clinical Officer, Neurology Business Group

130 Eisai Co., Ltd. Status of Officers

No. of the Name Age Position and primary area of responsibility Company’s shares held (shares) Vice President President, Asia and Latin America Region 51 4,482 Sayoko Sasaki * Sayoko Sasaki’s assignment was changed to Chief IR Officer and Stakeholder Communication on April 1, 2020. Vice President Chief Compliance Officer and Internal Control 59 16,490 Junichi Asatani * Junichi Asatani’s assignment was changed to Internal Audit on April 1, 2020. Business Report Business Vice President 57 3,688 Teiji Kimura Chief Discovery Officer, Neurology Business Group

Vice President Masayuki Miyajima 57 General Affairs, Environmental and Safety Affairs; and Japan 3,214 Subsidiaries Vice President Yanhui Feng 47 President, Eisai China Holdings Ltd. ― President, Eisai China Inc.

Vice President 55 ― Alexander Scott Executive Vice President, Integrity, Eisai Inc.

Vice President 60 10,306 Yoshiteru Kato President, Eisai Demand Chain Systems

Vice President Chief Planning Officer Mitsuaki Tanaka 57 * Mitsuaki Tanaka’s assignment was changed to Chief Compliance 1,563 Officer, Internal Control, and Chief Information Security Officer on April 1, 2020. Vice President President, Consumer hhc Business Division; and API Solutions 55 7,772 Shohei Kanazawa * Shohei Kanazawa’s assignment was changed to President, Asia and Latin America Region, and API Solutions on April 1, 2020. Vice President Corporate Affairs; and Global Value & Access Masatomi Akana 53 * Masatomi Akana’s assignment was changed to Chief 1,101 Government Relations Officer and Global Value & Access on April 1, 2020. Vice President Hiroyuki Kobayashi 45 Chief Medical Officer Japan and Asia; Head of Medical 849 Headquarters; and Deputy President, Neurology Business Group

Vice President 51 476 Akiko Nakahama Head of Medicine Development Center

The 108th Ordinary General Meeting of Shareholders 131 Business Report Status of Officers

No. of the Name Age Position and primary area of responsibility Company’s shares held (shares) Vice President Kazumasa Nagayama 40 Chief Strategy Officer, Director of Corporate Strategy Department, 667 and Director of Corporate Venture Investment

Vice President Yosuke Akita 55 Chief Talent Officer and General Manager of Human Resource 1,194 Development

Vice President Kappei Tsukahara 55 Chief Data Officer, Head of Tsukuba Research Laboratories, 1,950 and Head of hhc Data Creation Center

Vice President Hiroyuki Murayama 52 Deputy President, Eisai Japan; 706 and General Manager of Marketing Promotion

Vice President Keisuke Naito 31 President, Dementia Total Inclusive Ecosystem Business Unit; ― and Chief Digital Officer

2. Changes to Corporate Officers a. H ideki Hayashi retired from his representative corporate officer post and assumed his post as director on June 20, 2019. b. Yasunobu Kai retired from his vice president post on June 20, 2019. c. A lexander Scott retired from his vice president post on June 20, 2019. He was appointed to be vice president at the meeting of the Board of Directors held on December 10, 2019 and assumed his post on January 1, 2020. d. T he promotion of Senior Vice Presidents Kenta Takahashi and Ryohei Yanagi to executive vice presidents, and the promotion of Vice Presidents Hidenori Yabune and Hiroyuki Kato to senior vice presidents were approved at the meeting of the Board of Directors held on June 20, 2019. e. Y osuke Akita, Kappei Tsukahara, Hiroyuki Murayama, and Keisuke Naito were newly appointed to be vice presidents and assumed their posts at the meeting of the Board of Directors held on June 20, 2019. f. T he promotion of Vice President Tatsuyuki Yasuno to senior vice president as of January 1, 2020 was approved at the meeting of the Board of Directors held on December 10, 2019. g. Shaji Procida retired from her vice president post on December 31, 2019. h. E riko Naito was newly appointed to be vice president (president, Consumer hhc Business Division) at the meeting of the Board of Directors held on March 26, 2020 and assumed her post on April 1, 2020.

132 Eisai Co., Ltd. Status of Accounting Auditor IV. Status of Accounting Auditor

1 Name of Accounting Auditor Deloitte Touche Tohmatsu LLC (Continuous audit period: 29 years) The accounting audit operations of the Company have been performed by the following 3 certified public accountants, with the assistance of 13 certified public accountants and 23 others. Name Position No. of years as auditor for the Company Yuji Takei Designated limited liability partner, engagement partner 4 years Kentaro Sugimoto Designated limited liability partner, engagement partner 6 years Hajime Yoshizaki Designated limited liability partner, engagement partner 2 years

2 Amount of compensation paid to Accounting Auditor (Millions of yen)

Previous fiscal year Current fiscal year Report Business The Consolidated The Consolidated Total Total Company subsidiary Company subsidiary Amount of compensation paid to 148 37 185 169 33 201 Accounting Auditor (1) C ompensation paid for audit work as set forth in Article 2, Paragraph 148 35 183 168 33 200 1 of the Certified Public Accountants Act* (2) C ompensation paid for work besides that set forth in Article 2, 2 2 1 1 Paragraph 1 of the Certified Public ― ― Accountants Act (non-audit work) * This includes compensation for audits under the Financial Instruments and Exchange Act of Japan. Most of the major overseas subsidiaries of the Company (see page 119) are audited by independent public accountants affiliated with the Deloitte Tohmatsu Group, the same network to which the Company’s Accounting Auditor belongs. The Group pays compensation as shown below for the audit work and non-audit work conducted by the Deloitte Tohmatsu Group (excluding the “Amount of compensation paid to Accounting Auditor” shown above). (Millions of yen) Previous fiscal year Current fiscal year The Consolidated The Consolidated Total Total Company subsidiary Company subsidiary Amount of compensation paid to those belonging to the same network as 236 479 715 163 480 644 Accounting Auditor (1) C ompensation paid for audit work ― 356 356 ― 345 345 (2) C ompensation paid for non-audit 236 122 358 163 136 299 work

3 The Audit Committee’s Rationale for Agreeing to the Amount of Compensation, etc., for Accounting Auditor Three Audit Committee members (selected by the Audit Committee) finalized the Accounting Auditor’s audit plan (including the labor requirements for the audits) after receiving explanations from the Accounting Auditor and confirming the content accordingly. With Audit Committee members present, operational divisions negotiated with the Accounting Auditor on the corresponding unit labor costs and calculated a proposed audit fee.

The 108th Ordinary General Meeting of Shareholders 133 Business Report Status of Accounting Auditor

In addition to assessing the reasonableness of the above process and the content thereof, the Audit Committee also evaluated past trends in audit fee amounts and the audit fees at other companies from a comprehensive perspective to determine whether the compensation, etc., for the Accounting Auditor is appropriate. After completing its assessments, the Audit Committee approved the amount of compensation, etc., for the Accounting Auditor.

4 Policy on Decisions to Dismiss or not to Re-elect Accounting Auditor The Audit Committee considers the “Policy on Decisions to Dismiss or not to Re-elect Accounting Auditor” to be a regulation governing Audit Committee operations and reviews the Policy on a yearly basis. The following resolutions were approved at the April 2019 meeting of the Audit Committee. In order to ensure the appropriateness and reliability of accounting audits, the Audit Committee of the Company monitors the Accounting Auditor to verify that its independence is maintained and that it is performing its auditing duties properly. The monitoring and verification consist of examining the content of the Accounting Auditor’s audit plan, the audit fees, etc., paid to the Accounting Auditor, the suitability of the individuals conducting the audit, the appropriateness of the contents of the audit agreement, notifications from the Accounting Auditor regarding the “structure for ensuring that the Accounting Auditor’s duties are being carried out properly” (provisions set forth in each item of Article 131 of the Rules of Company Accounting), and past audit performance, among other factors. The Accounting Auditor is additionally required to report, in a timely fashion, any obstacle to the performance of its duties, including orders received from regulatory authorities to suspend audit work. As a result of the Audit Committee’s monitoring and verification, in the event that the Accounting Auditor is reasonably expected to fall under Article 337, Paragraph 3, Item 1 or is deemed to fall under the provisions set forth in each Item of Article 340, Paragraph 1 of the Companies Act, the Accounting Auditor will be dismissed upon unanimous agreement of all members of the Audit Committee. In such cases, a member of the Audit Committee assigned by the Committee will report the dismissal and the reason therefor at the first General Meeting of Shareholders convened following the dismissal. Through the aforementioned monitoring and verification, the Audit Committee evaluates each year the quality of the Accounting Auditor’s audits and the effectiveness and efficiency with which it performs its auditing duties, and considers whether to re-elect or withhold the re-election of the Accounting Auditor. In the event that a motion to withhold re-election of the Accounting Auditor is to be put forth in a proposal at the General Meeting of Shareholders, a member of the Audit Committee assigned by the Committee will present all necessary explanations concerning the proposal at the General Meeting of Shareholders. If a new Accounting Auditor needs to be elected following the decision to dismiss or withhold re-election of the Accounting Auditor, the Audit Committee will first confirm that the applicable independent public accountants do not fall under the items of Article 337, Paragraph 3 and of Article 340, Paragraph 1 of the Companies Act. Then it will evaluate a number of independent public accountants with regard to the status on provisions set forth in each item of Article 131 of the Rules of Company Accounting, past audit performance and audit fees with global corporations, and other matters, and select a candidate to be proposed at the General Meeting of Shareholders.

5 Evaluations of Accounting Auditor by the Audit Committee The Audit Committee evaluates independent public accountants and certified public accountants in charge of audits from different perspectives. In evaluating independent public accountants, the Committee focuses on examining the various internal controls that are put in place and operated by the target accountants from the perspective of evaluating the organization, and obtaining the results of independent public accountant evaluations by government bodies. For its evaluations of certified public accountants, on the other hand, the Committee examines the independence and expertise of the corresponding engagement partner through the “Auditing Activities of the Audit Committee in Relation to the Accounting Auditor” (see page 64).

134 Eisai Co., Ltd. Status of Accounting Auditor

6 Measures for Enabling High-quality Accounting Audits Before concluding audit agreements, the Audit Committee receives audit plans from the Accounting Auditor on a yearly basis and confirms that the contents of the corresponding audits are reasonable and that the plans provide sufficient time for the audits. The Committee also takes steps to ensure that the Accounting Auditor is able to conduct interviews with the CEO and other corporate officers. In addition to receiving quarterly account review reports from the Accounting Auditor, the Audit Committee also holds 4 meetings a year with its engagement partners in accordance with the “Auditing Standards Committee Statement 260” issued by the Japanese Institute of Certified Public Accountants. The Management Audit Department, which provides the Audit Committee with assistance, holds meetings with members of the management class, who assist engagement partners, every 2 months. The Corporate Internal Audit Department, which oversees internal audits, shares information with the Accounting Auditor in an appropriate fashion and reports to the Audit Committee on the corresponding results. The Company also has a process for addressing improprieties. Should the Accounting Auditor

discover an impropriety, etc., the Accounting Auditor immediately reports to the Audit Committee on Report Business the corresponding finding. The Audit Committee then promptly reports to the Board of Directors, which issues instructions to operational divisions on the appropriate responses.

7 Provision Concerning the Suspension of Audit Operations of Accounting Auditor None

8 Provision Concerning Liability Limitation Contracts with Accounting Auditor Liability limitation contracts between the Company and the Accounting Auditor are not admitted under the Articles of Incorporation.

The 108th Ordinary General Meeting of Shareholders 135 Attachments to the Notice of Convocation of the 108th Ordinary General Meeting of Shareholders Consolidated Financial Statements for the 108th Fiscal Year

Consolidated Statement of Financial Position As of March 31, 2020 (Millions of yen)

(Reference) (Reference) As of March As of March As of March As of March 31, 2020 31, 2020 Account Items 31, 2019 Account Items 31, 2019 (The 108th (The 108th (The 107th (The 107th Fiscal Year) Fiscal Year) Fiscal Year) Fiscal Year) (Equity) (Assets) Equity attributable to owners of the parent Non-current assets Share capital 44,986 44,986 Property, plant and equipment 144,638 105,172 Capital surplus 77,609 77,590 Treasury shares (34,338) (34,671) Goodwill 168,682 172,157 Retained earnings 505,359 438,489 Other components of equity 84,511 101,726 Intangible assets 106,094 98,144 Total equity attributable to 678,127 628,120 owners of the parent Other financial assets 39,779 53,005 Non-controlling interests 24,503 23,862 Other assets 15,104 12,741 Total equity 702,630 651,981 (Liabilities) Deferred tax assets 66,438 68,623 Non-current liabilities Borrowings 54,945 89,905 Total non-current assets 540,735 509,842 Other financial liabilities 36,572 4,492

Current assets Provisions 1,346 1,337 Other liabilities 14,112 27,788 Inventories 65,735 67,8 9 0 Deferred tax liabilities 569 282 Total non-current liabilities 107,545 123,803 Trade and other receivables 180,022 156,641 Current liabilities

Other financial assets 1,555 7,5 4 3 Borrowings 34,994 48,993 Trade and other payables 76,879 77,526 Other assets 19,849 16,797 Other financial liabilities 25,507 41,643 Income taxes payable 5,355 8,167 Cash and cash equivalents 254,244 286,434 Provisions 18,739 17,8 9 9

Subtotal 521,405 535,304 Other liabilities 90,492 91,099 Subtotal 251,965 285,328 Assets held for sale — 26,373 Liabilities directly associated — 10,407 with assets held for sale Total current assets 521,405 561,677 Total current liabilities 251,965 295,735 Total liabilities 359,510 419,538 Total assets 1,062,140 1,071,520 Total equity and liabilities 1,062,140 1,071,520

(Note) FY2018 (107th fiscal period) is included for reference (not audited).

136 Eisai Co., Ltd. Consolidated Statement of Income From April 1, 2019 To March 31, 2020 (Millions of yen)

(Reference) Fiscal year ended Fiscal year ended Account Items March 31, 2020 March 31, 2019 (The 108th Fiscal Year) (The 107th Fiscal Year)

Revenue 695,621 642,834

Cost of sales (175,693) (184,494)

Gross profit 519,929 458,340

Selling, general and administrative expenses (256,297) (228,208)

Research and development expenses (140,116) (144,844)

Other income 6,393 2,591 Consolidated Financial Other expenses (4,406) (1,725)

Operating income 125,502 86,154 Statements

Financial income 4,023 4,859

Financial costs (1,462) (1,558)

Profit before income taxes 128,063 89,454

Income taxes (5,596) (22,971)

Profit for the year 122,467 66,484

Profit for the year attributable to

Owners of the parent 121,767 63,386

Non-controlling interests 700 3,098

(Note) FY2018 (107th fiscal period) is included for reference (not audited).

The 108th Ordinary General Meeting of Shareholders 137 Consolidated Financial Statements

Consolidated Statement of Changes in Equity From April 1, 2019 To March 31, 2020 (Millions of yen)

Equity attributable to owners of the parent Other components of equity Financial assets Capital Treasury Retained Share capital measured at Remeasurements surplus shares earnings fair value of defined benefit through other plans comprehensive income (loss) As of April 1, 2019 44,986 77,590 (34,671) 438,489 — — Profit for the year — — — 121,767 — — Other comprehensive — — — — (6,151) (2,917) income (loss) Comprehensive income — — — 121,767 (6,151) (2,917) (loss) for the year Dividends — — — (45,849) — — Share-based payments — (62) — — — — Acquisition of treasury — — (64) — — — shares Disposal of treasury shares — 67 396 — — — Reclassification — — — (9,068) 6,151 2,917 Other changes — 13 — 20 — — Total transactions with owners — 19 332 (54,896) 6,151 2,917 As of March 31, 2020 44,986 77,609 (34,338) 505,359 — —

Equity attributable to owners of the parent Other components of equity Non- Exchange Equity controlling Total equity differences Total other attributable Cash flow on translation components to owners of interests hedges of foreign of equity the parent operations As of April 1, 2019 102,144 (418) 101,726 628,120 23,862 651,981 Profit for the year — — — 121,767 700 122,467 Other comprehensive (17,4 40) 226 (26,282) (26,282) 6 (26,276) income (loss) Comprehensive income (17,440) 226 (26,282) 95,485 705 96,190 (loss) for the year Dividends — — — (45,849) (45) (45,894) Share-based payments — — — (62) — (62) Acquisition of treasury — — — (64) — (64) shares Disposal of treasury shares — — — 464 — 464 Reclassification — — 9,068 — — — Other changes — — — 33 (18) 15 Total transactions with owners — — 9,068 (45,478) (64) (45,542) As of March 31, 2020 84,704 (192) 84,511 678,127 24,503 702,630

138 Eisai Co., Ltd. Notes to Consolidated Financial Statements [SIGNIFICANT BASIC ITEMS FOR CONSOLIDATED FINANCIAL STATEMENTS]

1. Basis of preparing Consolidated Financial Statements Consolidated financial statements of Eisai Co., Ltd. (“the Company”) and its affiliates (collectively referred to as “the Group”) are prepared in accordance with International Financial Reporting Standards (hereinafter referred to as “IFRS”) based on Article 120, paragraph 1 of the Ordinance on Company Accounting. The consolidated financial statements omit certain disclosures, which are required by IFRS, based on the latter part of paragraph 1 of Article 120 of the Ordinance on Company Accounting.

2. Scope of consolidation (1) Number of consolidated subsidiaries and names of significant subsidiaries Subsidiaries: 45 companies Major subsidiaries: EA Pharma Co., Ltd. Eisai Inc. Eisai China Inc. (2) Changes in scope of consolidation Increase: two companies (due to new establishment) Decrease: one company (due to transfer of share)

3. Equity method Consolidated Financial Associated companies accounted for under the equity method: one company Statements Name of the associated company Bracco-Eisai Co., Ltd.

4. Fiscal year-end of subsidiaries The fiscal year-end for Eisai China Inc. and six other subsidiaries is December 31. The provisional financial statements available at the consolidated fiscal year-end date are used when preparing the consolidated financial statements.

5. Accounting policies and methods (1) Measurement and valuation of significant assets ① Financial assets A ll financial assets are classified at initial recognition as financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income (FVTOCI financial assets) or financial assets measured at fair value through profit or loss (FVTPL financial assets). (a) Financial assets measured at amortized cost Debt financial assets that meet the conditions below are classified as financial assets measured at amortized cost.

● The assets are held within a business model whose objective is to hold assets in order to collect contractual cash flows

● The contractual terms of the financial assets give rise on specified dates to cash flows that are solely related to payments of principal and interest on the principal amount outstanding The financial assets measured at amortized cost are initially recognized as the sum of the fair value and transaction costs, and recognized at amortized cost calculated by the effective interest method less impairment loss after initial recognition.

The 108th Ordinary General Meeting of Shareholders 139 Consolidated Financial Statements

(b) FVTOCI financial assets (Debt financial assets) Debt financial assets that meet the conditions below are classified as FVTOCI financial assets.

● The assets are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets

● The contractual terms of the financial assets give rise on specified dates to cash flows that are solely related to payments of principal and interest on the principal amount outstanding The financial assets are initially recognized as the sum of fair value and transaction costs. Movements of fair value as well as gains/losses on their sale are recognized as other comprehensive income. (c) FVTOCI financial assets (Equity financial assets) All equity instruments are classified as FVTOCI financial assets. The financial assets are initially recognized as the sum of fair value and transaction costs. Movements of fair value as well as gains/losses on their sale are recognized as other comprehensive income, while the cumulative amounts are reclassified to retained earnings after they are recognized as other components of equity. Dividends on the financial assets are recognized as financial income when a right to receive dividends is vested except for the case that the dividend obviously indicates the collection of acquisition cost of investment. (d) FVTPL financial assets Debt financial assets that are not classified as financial assets measured at amortized cost or FVTOCI financial assets are classified as FVTPL financial assets. FVTPL financial assets are initially recognized at fair value, and any movements of fair value as well as gains/losses on their sale are recognized as financial income/expenses after initial recognition. The Group estimates expected credit losses on financial assets measured at amortized cost as well as FVTOCI financial assets (debt financial assets) and recognizes the loss allowance. As for trade receivables that do not contain a significant financing component, the allowance is measured at an amount equal to lifetime expected credit losses, regardless of whether the credit risk of a financial asset has not increased significantly since initial recognition. The loss allowance for these financial assets is measured at an amount equal to 12-month expected credit losses if the credit risk of a financial asset has not increased significantly since initial recognition. The allowance is recognized as profit or loss. Reversed amount of loss allowance is recognized as profit or loss when a certain event occurs to reduce the allowance amount in latter periods. ② Inventories I nventories are measured at the lower of cost, or net realizable value. The costs are determined using the weighted-average cost method. The net realizable value is determined as the estimated selling price less the estimated costs necessary to complete goods and expenses necessary to sell. (2) Depreciation and amortization of significant depreciable assets ① Property, plant and equipment D epreciation is recognized by reducing acquisition cost of assets less residual value using the straight-line method over the estimated useful lives of the assets. Estimated useful lives, residual value and depreciation methods are reviewed at each consolidated fiscal year-end date, and the effects of any changes in estimation are reflected on a prospective basis. The estimated useful lives of significant property, plant and equipment are as follows: Buildings 15 to 50 years Machinery and equipment 5 to 20 years Right-of-use assets 3 to 20 years

140 Eisai Co., Ltd. ② Intangible assets A mortization is recognized using the straight-line method over the estimated useful lives of the intangible assets. Estimated useful lives, residual value and amortization methods are reviewed at each fiscal year-end date, and the effects of any changes in estimation are reflected on a prospective basis. The estimated useful lives of significant intangible assets are as follows: Sales rights 5 to 15 years Core technology 20 years Software 5 years Intangible assets with indefinite useful lives or not yet available for use are not amortized, but an impairment test for those assets is performed at the same time every year and when there is an indication that the assets might be impaired. (3) Accounting for significant allowances and provisions Provisions are recognized when the Group has a legal or constructive obligation arising from a past event that can be measured with sufficient reliability as a present obligation, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the consolidated fiscal year-end date, considering risks and uncertainties. The carrying amount of a provision is measured at estimated cash flows that are discounted to be the present value when the effect of the time value of money is material. When discounting is used, the increase in carrying amount of a provision in each period to reflect the passage of time is recognized as a financial cost. Consolidated Financial

① Provision for sales rebates Statements T o account for possible sales rebates for finished goods and merchandise sold that may be incurred after the consolidated fiscal year-end date, provision for sales rebates is provided by multiplying the amount of revenue by the estimated sales rebate ratio. ② Provision for asset retirement obligations T o account for the obligation of restoring the rental buildings and lands on which the Group is located and removing harmful materials related to property, plant and equipment which the Group is using, provision for asset retirement obligations is estimated and recognized depending on individual circumstances, and is based on an estimated usage period determined by past results of restoration and the useful lives of additional fixtures in the rental buildings. ③ Provision for restructuring costs P rovision for restructuring costs is mainly related to restructuring of the business organization. Provision for restructuring costs is recognized when the Group has a detailed formal plan for the restructuring and has raised a valid expectation to those affected that it will carry out the restructuring by starting to implement that plan or announcing its scheme. (4) Accounting for employee benefits ① Post-employment benefits T he Group has adopted defined benefit plans and defined contribution plans. Regarding defined benefit plans, current service costs are recognized as expenses using the projected unit credit method in actuarial calculations at each consolidated fiscal year-end date. All of the actuarial gains/losses incurred in the period are recognized as other comprehensive income, while the cumulative amounts are reclassified to retained earnings after they are recognized as other components of equity. Retirement benefit liabilities are the present value of the defined benefit obligations less the fair value of the plan assets. Regarding defined contribution plans, contributions of the Group are recognized as expenses at the time employees render services that give pension rights to them.

The 108th Ordinary General Meeting of Shareholders 141 Consolidated Financial Statements

② Termination benefits T ermination benefits are provided in case that the Group decides to terminate an employee before the normal retirement date, or an employee voluntarily decides to accept an offer of benefits in exchange for the termination of employment. The termination benefits are recognized as expenses upon termination of employment when the Group can no longer withdraw the offer of the benefits or the restructuring costs related to termination benefits are recognized, whichever comes first. Termination benefits are measured based on the number of employees expected to accept the offer if the Group offers incentives to early voluntary retirement to employees. (5) Translation of significant assets and liabilities denominated in foreign currencies into Japanese yen Each company in the Group determines its own functional currency for its separate financial statements, and transactions in these companies are presented in their functional currency. On the other hand, the consolidated financial statements of the Group are presented in Japanese yen, which is the functional currency of the Company. Foreign currency transactions are translated into the functional currency using exchange rates at the date of the transactions or approximations of rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the spot exchange rates at the consolidated fiscal year-end date. Exchange differences arising from translation or settlement are recognized in profit or loss. For the purpose of recording operating results and financial positions of foreign operations in the consolidated financial statements, assets and liabilities of foreign operations are presented in Japanese yen translated at spot exchange rates at the consolidated fiscal year-end date. Income and expense items of foreign operations are translated at average exchange rates. The resulting translation differences are recognized as other comprehensive income, while the cumulative amounts are recognized as other components of equity. In addition, accumulated translation differences are recognized as profit or loss when the foreign operations are disposed of. (6) Significant hedge accounting The Group utilizes derivatives, including interest rate swap contracts and forward foreign exchange contracts in order to reduce the risks related to changes in interest and exchange rates. These derivatives are measured at fair value and recognized as assets or liabilities at the contract date. Changes in fair value after initial recognition are recognized as profit or loss if the hedged items and hedging instruments do not meet the conditions of hedge accounting. The accounting treatments that meet the conditions of hedge accounting are as follows: ① Fair value hedges R egarding derivatives for the purpose of hedging risks of changes in fair value of hedged items, these changes in fair value are immediately recognized in profit or loss. At the same time, the changes in fair value on the hedged items attributable to the hedged risk adjust the carrying amount of the hedged items, and are recognized in profit or loss. ② Cash flow hedges R egarding derivatives for the purpose of hedging risks of cash flow movements on hedged items, the movements of derivative assets or liabilities are recognized in other comprehensive income, while cumulative amounts are recognized as other components of equity until the fair value movements of the hedged items are recognized as profit or loss. The amounts recognized as other components of equity are reclassified to profit or loss when the fair value movements of the hedged items are recognized as profit or loss, in order to offset the effects. (7) Goodwill Goodwill arising from business combinations is recognized as an asset at the date the Group obtains control of the entity (acquisition date). Goodwill is measured as the amount by which the sum of the fair value of the consideration, non-controlling interests in the acquiree and fair value of the proportionate share that the Group held at the date the Group obtains control of the acquiree exceeds the net amount of identifiable assets and liabilities. On the other hand, if the sum of the acquisition costs is lower than the net amount of identifiable assets and liabilities, the difference is directly recognized as profit or loss.

142 Eisai Co., Ltd. Goodwill is allocated to groups of cash-generating units that are expected to benefit from the synergies of the business combinations. Goodwill is not amortized; however, a test of impairment is performed for groups of cash-generating units to which goodwill is allocated at the same time every year or when there is an indication that the assets might be impaired. In case that the recoverable amount of groups of cash-generating units is lower than the carrying amount, the reduction is recognized as an impairment loss. (8) Other significant basic items for preparation of consolidated financial statements ① Presentation currency and unit T he consolidated financial statements are presented in Japanese yen, which is the Company’s functional currency, and figures less than ¥1 million are rounded to the nearest million yen. ② Accounting for consumption and other taxes T he Company and its domestic subsidiaries exclude consumption taxes and local consumption taxes from revenue and expenses.

6. Changes in accounting policies The Group has adopted the following main accounting standards and interpretations from the fiscal year ended March 31, 2020. With the exception of IFRS 16 “Leases” and IFRIC 23 “Uncertainty over Income Tax Treatments”, none of the following accounting standards and interpretations applied by the Group has any major impact on the consolidated financial statements. Effective from this fiscal year, the Group adopts early application of IFRS 3 “Business Combinations” in order to evaluate whether or not a set of acquired activities and assets is a business and to clarify the accounting treatment for the acquisition of a group of assets that does not constitute a business.

Accounting standards and interpretations Description Consolidated Financial Financial Instruments Revision for certain premature redeemable financial IFRS 9 Statements (Revised in October 2017) instruments Amendments to recognition and accounting methods IFRS 16 Leases for leases Clarifying the calculation method of pension expenses IAS 19 Employee Benefits in case that the defined benefit pension plan is amended Clarifying that long-term investments in associates and Investments in Associates and IAS 28 joint ventures (on which the equity method is not Joint Ventures applied) are treated under IFRS 9 in accounting Uncertainty over Income Tax Clarifying the method to reflect uncertainty on IFRIC 23 Treatments accounting treatment of income taxes IFRS 3 Business Combinations Amendment of definition of “business”

(1) IFRS 16 “Leases” ① Accounting Policy regarding IFRS 16 “Leases” Lessee accounting R ight-of-use assets and lease liabilities are recognized by the Group at the lease commencement date. Right-of-use assets are measured applying a cost model and the amount shown in the consolidated balance sheet equals the cost less accumulated depreciation and accumulated impairment losses. The cost comprises the amount of the initial measurement of the lease liabilities, plus any initial direct costs incurred, and the present value of an estimate of costs to be incurred in removing and restoring the underlying assets, less any lease incentives received. Depreciation is recognized on a straight-line basis over the period from the lease commencement date to the end of the estimated useful life of the right-of-use asset or the end of the lease term, whichever comes first. The Group judges that right-of-use assets are impaired or not by applying IAS 36 “Impairment of assets”.

The 108th Ordinary General Meeting of Shareholders 143 Consolidated Financial Statements

Lease liabilities are measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the interest rate implicit in the lease. If the rate cannot be readily determined, the Group generally uses the Group’s incremental borrowing rate as the discount rate. After the initial measurement, lease liabilities are measured by increasing the carrying amount to reflect interest on the lease liabilities and reducing the carrying amount to reflect the lease payments made. In case that lease contracts are modified or renewed, the lease liabilities are subsequently reassessed by remeasuring to reflect changes to the lease conditions. Following the remeasurement of lease liabilities, a revision to the carrying amount of right-of-use assets is recognized. The Group elects not to recognize right-of-use assets and lease liabilities for those leases with a short term of no more than 12 months and those with small amount of assets, but recognizes the lease payments related to these leases as expenses by applying straight-line method over the lease terms. Lessor accounting L eases that transfer substantially all the risks and rewards incidental to ownership of underlying assets are classified as a finance lease. Assets held as a finance lease are recognized and presented as a receivable at an amount equal to the net investment in the lease. Leases that do not transfer substantially all the risks and rewards incidental to ownership of underlying assets are classified as an operating lease. Lease payments from operating leases are recognized as income by applying a straight-line method over the lease terms. ② Application method and major changes with the application of IFRS 16 “Leases” I n accordance with the transition method of IFRS 16 “Leases” (“this Standard”), the Group elects to apply this Standard to its leases retrospectively, and applies the method to recognize the cumulative effects of the initial application of this Standard at the date of initial application (April 1, 2019). In applying this Standard, the Group assesses whether contracts contain leases based on IAS 17 “Leases” (“IAS 17”) and IFRIC 4 “Determining whether an Arrangement contains a Lease.” As a result, leases previously classified as operating leases applying IAS 17 are recognized lease liabilities at the date of initial application of this Standard, however there is no impact for the beginning balance of retained earnings of this fiscal year because right-of-use assets are recognized at amount equal to the lease liabilities (after adjustment for prepaid or accrued lease payments). In the consolidated statement of financial position as of fiscal year ended March 31, 2020, right-of-use assets are included in property, plant and equipment and lease liabilities are included in other financial liabilities. The following is the reconciliation of operating lease contracts as of March 31, 2019 and lease liabilities recognized in the consolidated statement of financial position at the date of initial application. (Millions of yen) Amount Operating lease contracts as of March 31, 2019 22,155 Operating lease contracts as of March 31, 2019 20,511 (discounted amount by using the incremental borrowing rate) Finance lease liabilities (as of March 31, 2019) 5,008 Cancellable operating lease contracts etc. 18,673 Leases accounted for as short-term lease expenses (624) Lease liabilities as of April 1, 2019 (Note 1) 43,568 (Note 1) T he lessee’s weighted average incremental borrowing rate applied to lease liabilities recognized in the consolidated statement of financial position at the date of initial application is 1.5%.

144 Eisai Co., Ltd. In the consolidated statement of income for the fiscal year ended March 31, 2020, the former operating lease payments are recognized as depreciation of right-of-use assets and interest expenses for lease liabilities. In the consolidated statement of cash flows, repayments for the principal portion of lease liabilities are represented in financing activities and repayments for the interest portion of lease liabilities are included in interest paid and represented in operating activities. (2) IFRIC 23 “Uncertainty over Income Tax Treatments” In accordance with the transition method of IFRIC 23 “Uncertainty over Income Tax Treatments” (“this Interpretation”), the Group elects to apply the method to recognize the cumulative effects of the initial application of this Interpretation at the date of initial application (April 1, 2019). In applying this Interpretation, the Group reviewed the accounting units used for assessing the uncertainty over income tax treatment. As a result, deferred tax assets and other non-current liabilities decreased by ¥13,570 million in the consolidated statement of financial position at the date of initial application.

7. Changes in presentation (Consolidated Statement of Financial Position) Retirement benefit liabilities, which were separately presented in the previous fiscal year, were included in Other liabilities under Non-current liabilities in this fiscal year because the amount has become insignificant. The amount of Retirement benefit liabilities for the previous fiscal year was ¥5,517 million.

[NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL POSITION] 1. Loss allowance directly reducing the carrying amount of the assets

Trade and other receivables ¥249 million Consolidated Financial 2. Accumulated depreciation of assets (including accumulated loss on impairment) Statements Accumulated depreciation of property, plant and equipment ¥200,393 million

[NOTES TO CONSOLIDATED STATEMENT OF INCOME]

1. Revenue For the fiscal year ended March 31, 2020, the Group recorded one-time option payment of ¥21,622 million and milestone payments of ¥54,559 million associated with the strategic alliance for the anticancer agent Lenvima with Merck & Co., Inc., Kenilworth, N.J., U.S.A. as license revenue.

2. Cost of sales For the fiscal year ended March 31, 2020, the Company’s U.S. consolidated subsidiary Eisai Inc. decided to voluntarily withdraw from the U.S. market and discontinue sales of antiobesity agent BELVIQ (product name in the U.S., generic name: lorcaserin). As a result, the Group made the fair value of relevant sales rights zero, recorded its impairment loss of ¥8,016 million as cost of sales.

3. Employee benefits For the fiscal year ended March 31, 2020, the Company recorded termination benefits (premium retirement payments) of ¥3,306 million due to a voluntary retirement program. Breakdown of the termination benefits by item was cost of sales of ¥488 million, selling, general and administrative expenses of ¥2,371 million and research and development expenses of ¥448 million.

4. Selling, general and administrative expenses For the fiscal year ended March 31, 2020, the Group recorded shared profit of ¥49,436 million for anticancer agent Lenvima paid by the Group to Merck & Co., Inc., Kenilworth, N.J., U.S.A. as selling, general and administrative expenses.

The 108th Ordinary General Meeting of Shareholders 145 Consolidated Financial Statements

5. R&D expenses (1) Sale of the Andover innovative Medicines Institute For the fiscal year ended March 31, 2020, the Group sold the Andover innovative Medicines Institute held by the Company’s U.S. consolidated subsidiary Eisai Inc. Following this sale, the recoverable amount of institute was revalued, and ¥439 million of reversal of impairment loss was recognized. The reversal of impairment loss was recorded as reversal of R&D expenses. The recoverable amount was based on the sales price, and was calculated at fair value less disposal costs. (2) Impairment loss For the fiscal year ended March 31, 2020, the Group terminated development of antiobesity agent BELVIQ (product name in the U.S., generic name: lorcaserin) for obesity outside U.S. due to voluntary withdrawal from the U.S. market. As a result, the Group made the fair value of the relevant IPR&D assets zero, and recorded its impairment loss of ¥3,522 million as R&D expenses.

6. Other income For the fiscal year ended March 31, 2020, the Group recorded gain on sale of subsidiaries of ¥4,374 million for the transfer of Elmed Eisai Co., Ltd. (Tokyo). The transfer of this subsidiary is described in “[OTHER] (Sale of Subsidiaries).”

7. Income taxes For the fiscal year ended March 31, 2020, Eisai Corporation of North America, the Company’s consolidated subsidiary in the U.S., paid the Company ¥54,514 million as return of its paid-in capital, in order to resolve cash imbalance between Japan and the U.S. in the Group. As a result, a decrease in tax expenses of ¥23,297 million was recorded due to the recognition of taxable items such as capital losses for the Company.

[NOTES TO CONSOLIDATED STATEMENT OF CHANGES IN EQUITY]

1. Total number of shares issued and outstanding at the end of the fiscal year ended March 31, 2020 Common shares 296,566,949 shares

2. Dividends (1) Dividends paid in the fiscal year ended March 31, 2020 ① The following was resolved by the Board of Directors on May 13, 2019. Items related to dividends on common shares a) Total amount of dividends paid ¥22,922 million b) Cash dividends per share ¥80.00 c) Record date March 31, 2019 d) Effective date May 22, 2019 ② The following was resolved by the Board of Directors on October 30, 2019. Items related to dividends on common shares a) Total amount of dividends paid ¥22,927 million b) Cash dividends per share ¥80.00 c) Record date September 30, 2019 d) Effective date November 19, 2019 (2) Dividends to be paid in the following consolidated fiscal year, for which the record date is within the fiscal year ended March 31, 2020 ① The following will be resolved at the Board of Directors’ meeting on May 13, 2020. Items related to dividends on common shares a) Total amount of dividends to be paid ¥22,933 million b) Source of dividends to be paid Retained earnings c) Cash dividends per share ¥80.00 d) Record date March 31, 2020 e) Effective date May 22, 2020

146 Eisai Co., Ltd. 3. Type and number of treasury shares owned as of the end of the fiscal year ended March 31, 2020 Common shares 9,988,657 shares (Note) Of the Company’s treasury shares, 85,473 shares are held through a trust.

4. Number of shares to be issued for stock options as of the end of the fiscal year ended March 31, 2020 Common shares 204,300 shares

[FINANCIAL INSTRUMENTS]

1. Financial instruments – Overview The Group holds surplus funds in safe and highly liquid financial assets and finances itself by borrowing from financial institutions and issuing bonds and debentures. Credit risks of trade and other receivables are reduced in accordance with credit management based on the Group’s credit control procedures. Foreign currency exchange risks of trade and other receivables in foreign currencies are reduced through the use of forward exchange contracts. Interest rate risks in relation to long-term borrowings are reduced through the use of interest rate swap transactions. Derivative transactions are used in order to avoid the risk related to currency exchange or change in interest rate, and the Group does not intend to enter into these transactions for speculative purposes. Market price fluctuation risk for equity securities is reduced by regularly monitoring the market value and financial conditions of the issuers (business partners). Consolidated Financial 2. Fair value of financial instruments

(1) Fair value measurement Statements Fair value measurement of the Group’s significant financial assets and liabilities is as follows: ① Equity securities T he fair value of listed equity securities is measured based on market values. The fair value of non- listed equity securities is measured by using several appropriate measurement techniques. ② Derivative assets and liabilities D erivative assets and liabilities are measured using price information provided by correspondent financial institutions. ③ Borrowings T he fair value of variable interest rate borrowings is deemed to be the carrying amount as the interest rate approximates the market rate. The fair value of fixed interest rate borrowings is calculated by discounting the total amount of principal and interest payments by the interest rates that would presumably apply if similar borrowings were newly made. (2) Carrying amount and fair value The fair value of financial instruments as of the end of the fiscal year ended March 31, 2020, corresponds to or approximates the carrying amount.

[PER SHARE INFORMATION] Equity per share attributable to owners of the parent ¥2,366.29 Earnings per share attributable to owners of the parent (basic) ¥425.01 Earnings per share attributable to owners of the parent (diluted) ¥424.80 (Note) The Company’s shares held through a trust are included in the treasury shares that are deducted from the calculation of per share information above.

[SIGNIFICANT SUBSEQUENT EVENTS] Not applicable

The 108th Ordinary General Meeting of Shareholders 147 Consolidated Financial Statements

[OTHER] (Sale of Subsidiaries) In accordance with the share transfer agreement entered into Nichi-Iko Pharmaceutical Co., Ltd. (Toyama prefecture), in March 2018, the Company transferred all of the remaining shares (66.6% of the number of shares issued) of Elmed Eisai Co., Ltd. in April 2019, in which the Company has ceased to have a controlling financial interest. Under the share transfer agreement entered into Nichi-Iko Pharmaceutical Co., Ltd., the Company transferred the share incrementally upon the condition that certain progress had been achieved through the strategic alliance, with the aim of transforming the generic pharmaceutical business model. The Company judged that these incremental share transfer transactions were intended to achieve the objective of the strategic alliance above, thus it was appropriate to treat them as a single transaction for accounting. Therefore, the consideration for the transfer of the shares (33.4% of the number of shares issued) was recorded as current portion of other liabilities (advances received) in the fiscal year ended March 2019 and treated as a single transaction with all of the remaining shares (66.6% of the number of shares issued) transferred in April 2019.

(1) Considerations, assets and liabilities with the loss of control (Millions of yen) As of the date of the share transfer of investments in subsidiaries (April 1, 2019) Considerations (Note 1) 17,000 Assets and liabilities with the loss of control Non-current assets 619 Trade and other receivables 11,339 Cash and cash equivalents 5,490 Other current assets 5,663 Non-current liabilities and current liabilities (10,486) Gain on sale of subsidiaries 4,374 (Note 1) C onsiderations include in the transfer of the shares of Elmed Eisai Co., Ltd. (66.6% of the number of shares issued) of ¥11,322 million as well as (33.4% of the number of shares issued) ¥5,678 million in the fiscal year ended March 2019. (2) Proceeds from sale of subsidiaries (Millions of yen) As of the date of the share transfer of investments in subsidiaries (April 1, 2019) Consideration in cash 11,322 Cash and cash equivalents owned by the subsidiary sold (5,490) Proceeds from sale of subsidiaries 5,832

148 Eisai Co., Ltd. Attachments to the Notice of Convocation of the 108th Ordinary General Meeting of Shareholders Financial Statements for the 108th Fiscal Year

Nonconsolidated Balance Sheet As of March 31, 2020 (Millions of yen)

Account Items Amount Account Items Amount

(Assets) (Liabilities) Current assets 289,437 Current liabilities 174,470 Accounts payable-trade 24,709 Cash and deposits 93,491 Current portion of long-term loans payable 35,000 Notes receivable-trade 80 Lease obligations 304 Accounts receivable-trade 132,122 Accounts payable-other 47,672 Merchandise and finished goods 22,231 Accrued expenses 11,881 Work-in-process 12,464 Income taxes payable 3,659 Deposits received 48,306 Raw materials and supplies 12,720 Refund liabilities 2,324 Other 16,329 Other 614 Non-current assets 490,087 Non-current liabilities 60,879 Property, plant and equipment 56,784 Long-term borrowings 55,000 Buildings 23,919 Lease obligations 529 Liability for retirement benefits 2,823 Structures 912 Asset retirement obligations 616 Machinery and equipment 4,586 Other 1,911 Vehicles and delivery equipment 9 Total liabilities 235,349 Financial Statements Tools, furniture and fixtures 8,511 (Equity) Land 8,492 Shareholders’ equity 533,659 Leased assets 832 Common stock 44,986 Capital surplus 58,198 Construction in progress 9,523 Capital reserve 55,223 Intangible assets 45,151 Other capital surplus 2,975 Software 13,819 Retained earnings 465,030 Sales rights 31,205 Legal reserve 7,9 0 0 Other 128 Other 4 57,13 0 Reserve for advanced 141 Investments and other assets 388,152 depreciation of non-current assets Investment securities 31,254 General reserve 337,880 Investments in subsidiaries and Unappropriated retained earnings 119,108 313,815 associated companies Treasury stock (34,554) Valuation difference and Capital contribution 489 10,426 translation adjustments Long-term loans receivable 1 Valuation difference on available-for- 10,619 Long-term prepaid expenses 1,614 sale securities Deferred gain (loss) on derivatives Deferred tax assets 24,210 (192) under hedge accounting Other 16,847 Stock options 90 Allowance for doubtful accounts (78) Total equity 544,176 Total assets 779,524 Total liabilities and equity 779,524

The 108th Ordinary General Meeting of Shareholders 149 Financial Statements

Nonconsolidated Statement of Income From April 1, 2019 To March 31, 2020 (Millions of yen)

Account Items Amount

Net sales 459,723 Cost of sales 137,880 Gross profit 321,843 Selling, general and administrative expenses 214,432 Operating income 107,411 Non-operating income Interest income 40 Dividend income 13,979 Entrusted research income 2,601 Other 231 16,850 Non-operating expenses Interest expense 476 Foreign exchange loss 95 Entrusted research expense 2,511 Other 303 3,384 Ordinary income 120,876 Extraordinary gains Gain on sales of fixed assets 564 Gain on sales of investment securities 2,842 Gain on sales of investments in subsidiaries 11,322 Gain on reversal of stock options 20 14,749 Extraordinary losses Loss on disposal of fixed assets 40 Impairment loss 3,413 Premium retirement payments 3,347 Loss related to voluntary withdrawal of BELVIQ products 1,823 Other 258 8,881 Income before income taxes 126,744 Income taxes-current 6,191 Income taxes-deferred 2,426 8,617 Net income 118,127

150 Eisai Co., Ltd. Nonconsolidated Statement of Changes in Equity From April 1, 2019 To March 31, 2020 (Millions of yen)

Shareholders’ equity Capital surplus Retained earnings Other retained earnings Common Other Reserve for Total Capital Legal advanced Unappropriated stock capital Subtotal General retained reserve reserve depreciation retained surplus reserve earnings of non-current earnings assets

As of April 1, 2019 44,986 55,223 2,788 58,011 7,900 141 337,880 46,830 392,751

Changes in the year

Dividends — — — — — — — (45,849) (45,849)

Net income — — — — — — — 118,127 118,127

Disposal of — — 187 187 — — — — — treasury stock Acquisition of — — — — — — — — — treasury stock Changes in items other than shareholders’ — — — — — — — — — equity-net

Net changes in the year — — 187 187 — — — 72,278 72,278

As of March 31, 2020 44,986 55,223 2,975 58,198 7,900 141 337,880 119,108 465,030

Valuation difference and Shareholders’ equity translation adjustments Valuation Deferred Stock Total Financial Statements difference gain (loss) on Treasury options equity Subtotal on available- derivatives Subtotal stock for-sale under hedge securities accounting

As of April 1, 2019 (34,766) 460,982 18,976 (418) 18,557 152 479,691

Changes in the year

Dividends — (45,849) — — — — (45,849)

Net income — 118,127 — — — — 118,127

Disposal of 624 812 — — — — 812 treasury stock Acquisition of (412) (412) — — — — (412) treasury stock Changes in items other than shareholders’ — — (8,357) 226 (8,131) (62) (8,193) equity-net

Net changes in the year 212 72,678 (8,357) 226 (8,131) (62) 64,485

As of March 31, 2020 (34,554) 533,659 10,619 (192) 10,426 90 544,176

The 108th Ordinary General Meeting of Shareholders 151 Financial Statements

Notes to Nonconsolidated Financial Statements [SIGNIFICANT ACCOUNTING POLICIES] 1. Measurement and cost basis for marketable and investment securities (1) Investment in subsidiaries and associated companies Measured at cost determined by the moving-average method (2) Available-for-sale securities Marketable securities Measured at fair value as of the fiscal year-end date (Unrealized gains/losses, net of applicable taxes, are reported in a separate component of equity. The cost of securities sold is determined by the moving-average method.) Non-marketable securities Measured at cost determined by the moving-average method. Investments in partnership considered as securities in accordance with Article 2, paragraph 2 of the Financial Instruments and Exchange Act of Japan are stated at the amount of net shares based on their financial statements at reporting dates designated by partnership agreements. 2. Measurement and cost formula for derivatives Measured at fair value 3. Measurement and cost formula for inventories Merchandise, finished goods, work-in-process, raw materials and supplies The Company records inventories at cost determined by the weighted-average cost method. (The carrying amount of inventories is written down in cases of a decrease in net realizable value.) 4. Depreciation and amortization (1) Property, plant and equipment (excluding leased assets) The straight-line method is applied. The estimated main useful lives of the significant property, plant and equipment are as follows: Buildings 15 to 50 years Machinery and equipment 6 to 7 years (2) Intangible assets (excluding leased assets) The straight-line method is applied. The main amortization periods of the significant intangible assets are as follows: Software for internal use 5 years Sales rights 5 to 15 years (3) Leased assets Finance lease transactions that do not transfer ownership Leased assets are depreciated by the straight-line method over the useful life of the lease period and with a residual value of zero. 5. Accounting for allowances and provisions (1) Allowance for doubtful accounts To account for potential losses on notes and accounts receivable, loans receivable and other items, estimated uncollectable amounts are provided. For general accounts, allowances are calculated based on past credit loss experience. For specific accounts, such as those with the possibility of default, uncollectable allowances are calculated based on respective collectability. (2) Liability for retirement benefits For employee retirement benefits, the Company provides a liability for retirement benefits to be determined at the fiscal year-end date, which is derived from the projected benefit obligations and estimated plan assets at the fiscal year-end date. Projected retirement and severance benefit obligations attributed to the fiscal year-end date are calculated on a benefit formula basis. Prior service costs are amortized over five years by the straight-line method and recognized as operating expenses starting from the revision date. Actuarial gains/losses are amortized over five years by the straight-line method and recognized as operating expenses starting from the fiscal year subsequent to the fiscal year during which each gain/ loss was incurred. 6. Translation of assets and liabilities denominated in foreign currencies Monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the current exchange rates at the fiscal year-end date. Foreign exchange gains/losses from translation are recognized in profit or loss.

152 Eisai Co., Ltd. 7. Accounting for revenue and costs (Accounting for revenue) The Company applies Accounting Standards Board of Japan (“ASBJ”) statement No. 29 "Accounting Standard for Revenue Recognition" (March 30, 2018) and ASBJ Guidance No. 30 "Implementation Guidance on Accounting Standard for Revenue Recognition" (March 30, 2018). Revenue from contracts with customers is recognized based on the following five-step approach. Considerations of revenue recognized by the Company are usually received within one year from satisfaction of performance obligations and do not include any important financing component. Step 1: Identify the contract with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation 8. Hedge accounting (1) Hedge accounting The Company defers gains/losses from measurement of derivatives until maturity of the hedging transactions. (2) Hedging instruments and hedged items ① Hedging instruments Forward exchange contracts, currency options and interest rate swaps ② Hedged items Receivables and payables for ordinary business, including committed transactions denominated in foreign currencies and borrowings (3) Hedge policy The Company uses hedging transactions in the ordinary course of business under its internal rules to reduce the exposure of fluctuations in foreign currency exchange rates (securement of fixed cash flows). The Company uses hedging transactions, in the ordinary course of business under its internal rules, to reduce the exposure of fluctuations in interest rates on its borrowings (securement of fixed cash flows). (4) Evaluation of effectiveness of hedges The hedge effectiveness of forward exchange contracts assigned to receivables and payables in foreign currencies is evaluated by comparing market fluctuations of the hedging instruments with those of the hedged items.

The effectiveness of derivatives used for hedged borrowings is evaluated by comparing the Financial Statements cumulative cash flow fluctuations of the hedged items or market fluctuations with cumulative cash flow fluctuations of the hedging instruments or market fluctuations. 9. Other significant accounting policies for nonconsolidated financial statements (1) Accounting for consumption and other taxes Consumption taxes and local consumption taxes are excluded from revenues and expenses. (2) Application of the consolidated tax payment system The Company has applied the consolidated tax payment system. (3) Application of Tax Effect Accounting for the Transition from the Consolidated Taxation System to the Group Tax Sharing System The Company has applied the provision of the tax law before the amendment for deferred tax assets and deferred tax liabilities, regarding the items of the transition to the group tax sharing system established in Partial Amendment of the Income Tax Act, etc. (Act No.8 of 2020) and the reform of the single tax payment system. The Company has not applied paragraph 44 of Accounting Standards Board of Japan (“ASBJ”) Guidance No. 28 “Accounting Standard for Tax Effect Accounting” (February 16, 2018), according to paragraph 3 of ASBJ PITF No. 39 “Practical Solution on the Treatment of Tax Effect Accounting for the Transition from the Consolidated Taxation System to the Group Tax Sharing System” (March 31, 2020). (4) Presentation unit Figures less than ¥1 million are rounded to the nearest million yen. [ADDITIONAL INFORMATION] (Application of “Revised Accounting Standards for Business Combinations and its Implementation Guidance”) Effective from this fiscal year, “Accounting Standard for Business Combinations” (ASBJ Statement No. 21, January 16, 2019) and “Implementation Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No.10, January 16, 2019) have been adopted.

The 108th Ordinary General Meeting of Shareholders 153 Financial Statements

[NOTES TO NONCONSOLIDATED BALANCE SHEET] 1. The amount of accumulated depreciation of property, plant and equipment (including accumulated loss on impairment) ¥138,584 million 2. Guarantee obligations

(Millions of yen) Guarantee Details Amount Commitment to guarantee payables relating to the strategic collaboration Eisai Manufacturing Ltd. 25,940 with Merck & Co., Inc., Kenilworth, N.J., U.S.A.

3. Monetary receivables/payables from/to subsidiaries and associated companies Short-term monetary receivables ¥35,599 million Short-term monetary payables ¥73,996 million 4. Monetary payables to directors and executive officers ¥839 million (Note) The monetary payables represent the unpaid provision for retirement allowances for directors and executive officers, which was abolished in June 2010. [NOTES TO NONCONSOLIDATED STATEMENT OF INCOME] 1. Related-party transactions with subsidiaries and associated companies Operating transactions Net sales ¥119,908 million Purchases ¥42,480 million Other operating transactions ¥99,313 million Non-operating transactions ¥38,139 million 2. Main components of selling, general and administrative expenses Research and development (R&D) expenses ¥137,397 million 3. Income taxes For the fiscal year ended March 31, 2020, Eisai Corporation of North America, the Company’s consolidated subsidiary in the U.S., paid the Company ¥54,514 million as return of its paid-in capital, in order to resolve cash imbalance between Japan and the U.S. in the Group. As a result, a decrease in tax expenses of ¥23,297 million was recorded due to the recognition of taxable items such as capital losses for the Company. [NOTES TO NONCONSOLIDATED STATEMENT OF CHANGES IN EQUITY] 1. Type and number of shares of treasury stock owned at the end of the fiscal year ended March 31, 2020: Common stock 9,988,657 shares (Note) Of the Company’s treasury shares, 85,473 shares are held through a trust. [TAX EFFECT ACCOUNTING] 1. Main items included in deferred tax assets and liabilities Deferred tax assets Entrusted R&D expenses ¥12,828 Million Deferred charges for tax purposes 9,212 Accrued bonuses 2,053 Others 5,639 Subtotal 29,732 Valuation allowance (672) Total deferred tax assets 29,060 Deferred tax liabilities Valuation difference on available-for-sale securities ¥(4,656) Others (194) Total deferred tax liabilities (4,850) Net deferred tax assets 24,210

154 Eisai Co., Ltd. 2. Reconciliation between the statutory tax rate and the effective income tax rate Statutory tax rate 30.5 % (Reconciliation) Expenses not permanently deductible for income tax purposes, such 0.4 as entertainment expenses Income not permanently taxable for income (3.1) tax purposes, such as dividend income Repayment of paid-in capital from a subsidiary in the United States (18.4) Tax credit for experiment and research expenses (2.7) Valuation allowances (0.1) Others 0.2 Effective income tax rate 6.8 %

[RELATED-PARTY TRANSACTIONS] 1. Subsidiaries and associated companies Balance at Transaction Voting rights end of Company Relationship with Transaction amount Account Association (or owner- period name related party details (Millions of item ship) (%) (Millions yen) of yen) Payments of Accounts entrusted R&D 61,950 Entrusting payable- 13,898 Indirect expenses Eisai Inc. R&D and selling Other 100.00 Acquisition of products rights for pipelines 18,576 — — (Note 2)

Pharmaceutical 43,023 Accounts 13,894 Consolidated Eisai sales and royalties Receivable Indirect Subsidiary Manufacturing Selling products Guarantee 100.00 Ltd. obligations 25,940 — — (Note 3) Deposits of 33,800 Deposits 34,265 cash received

EA Pharma Direct Financial Statements Selling products Payments of Co., Ltd. 60.00 interests 24 — — (Note 4) (Note) 1 The transaction amounts indicated above exclude consumption taxes. 2 T ransaction prices for entrusting pharmaceutical product research and development with Eisai Inc. are actual expenses related to clinical research by marking up the amounts based on the contract between the Company and Eisai Inc. In addition, the acquisition of rights for pipelines is determined by the general transaction conditions. 3 The terms and conditions of the transaction for pharmaceutical sales and royalties are negotiated each time with reference to the market price, etc. Payables relating to the strategic collaboration with Merck & Co., Inc., Kenilworth, N.J., U.S.A. are guaranteed. 4 T he borrowing and lending of cash is processed through CMS (Cash Management System), and the amount is represented by an average balance during the fiscal year. Interests on deposits are decided reasonably, considering the market interest rate. [PER SHARE INFORMATION] Shareholders’ equity per share ¥1,898.56 Basic earnings per share ¥412.30 Diluted earnings per share ¥412.10 (Note) The Company’s stock held through a trust is included in treasury stock, which is deducted from the number of shares outstanding in the calculation of this per share information. [REVENUE RECOGNITION] The note for Revenue Recognition is omitted as it is described in the consolidated notes. [SIGNIFICANT SUBSEQUENT EVENTS] Not applicable

The 108th Ordinary General Meeting of Shareholders 155 Audit Reports

Independent Auditor’s Report (Consolidated)

INDEPENDENT AUDITOR’S REPORT

May 11, 2020

To Mr. Haruo Naito President and CEO Eisai Co., Ltd.:

Deloitte Touche Tohmatsu LLC Tokyo office

Designated Engagement Partner, Certified Public Accountant: Yuji Takei

Designated Engagement Partner, Certified Public Accountant: Kentaro Sugimoto

Designated Engagement Partner, Certified Public Accountant: Hajime Yoshizaki

Opinion Pursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated financial statements, of Eisai Co., Ltd. and its consolidated subsidiaries (the “Group”) namely, the consolidated statement of financial position as of March 31, 2020, and the consolidated statement of income and consolidated statement of changes in equity for the fiscal year from April 1, 2019 to March 31, 2020, and the related note. In our opinion, the accompanying consolidated financial statements prepared with the omission of a part of the disclosures required under International Financial Reporting Standards (“IFRS”) pursuant to the provisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting present fairly, in all material respects, the consolidated financial position of the Group as of March 31, 2020, and its consolidated financial performance for the year then ended in accordance with accounting principles generally accepted in Japan. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of Management and the Audit Committee for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements pursuant to the provisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting which allows companies to prepare consolidated financial statements with the omission of a part of the disclosures required under IFRS and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern pursuant to the provisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting which allows companies to prepare consolidated financial statements with the omission of a part of the disclosures required under IFRS. The Audit Committee is responsible for overseeing the Officers and Directors’ execution of duties relating to the design and operating effectiveness of the controls over the Group’s financial reporting process.

156 Eisai Co., Ltd. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks. The procedures selected depend on the auditor’s judgement. In addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. • Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate whether the overall presentation and disclosures of the consolidated financial statements are pursuant to the provisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting which allows companies to prepare consolidated financial statements with the omission of a part of the disclosures required under IFRS, as well as the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with it all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Interest Required to Be Disclosed by the Certified Public Accounting Act of Japan Audit Reports Our firm and its designated engagement partners do not have any interest in the Group which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor’s Report This is an English translation of the independent auditor’s report as required by the Companies Act of Japan for the conveniences of the reader.

The 108th Ordinary General Meeting of Shareholders 157 Audit Reports

Independent Auditor’s Report (Nonconsolidated)

INDEPENDENT AUDITOR’S REPORT

May 11, 2020

To Mr. Haruo Naito President and CEO Eisai Co., Ltd.:

Deloitte Touche Tohmatsu LLC Tokyo office

Designated Engagement Partner, Certified Public Accountant: Yuji Takei

Designated Engagement Partner, Certified Public Accountant: Kentaro Sugimoto

Designated Engagement Partner, Certified Public Accountant: Hajime Yoshizaki

Opinion Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the nonconsolidated financial statements of Eisai Co., Ltd. (the “Company”), namely, the nonconsolidated balance sheet as of March 31, 2020, and the nonconsolidated statement of income and nonconsolidated statement of changes in equity for the 108th fiscal year from April 1, 2019 to March 31, 2020, and the related notes and the accompanying supplementary schedules. In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020, and its financial performance for the year then ended in accordance with accounting principles generally accepted in Japan. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Nonconsolidated Financial Statements section of our report. We are independent of the Company in accordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of Management and the Audit Committee for the Nonconsolidated Financial Statements Management is responsible for the preparation and fair presentation of the nonconsolidated financial statements in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of nonconsolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the nonconsolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted in Japan. The Audit Committee is responsible for overseeing the Officers and Directors’ execution of duties relating to the design and operating effectiveness of the controls over the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Nonconsolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these nonconsolidated financial statements.

158 Eisai Co., Ltd. As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the nonconsolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks. The procedures selected depend on the auditor’s judgement. In addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. • Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the nonconsolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements are in accordance with accounting principles generally accepted in Japan, as well as the overall presentation, structure and content of the nonconsolidated financial statements, including the disclosures, and whether the nonconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with it all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Interest Required to Be Disclosed by the Certified Public Accounting Act of Japan Our firm and its designated engagement partners do not have any interest in the Company which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

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Audit Committee Report

Audit Report The Audit Committee has audited the execution of duties by Directors and Executive Officers for the 108th fiscal year from April 1, 2019 to March 31, 2020. We report the methods and results of the audit as follows. 1. Methods and Content of Audits The Audit Committee periodically received reports on the content of resolutions of the Board of Directors regarding matters set forth in Article 416, Paragraph (1), Item (i), Parts (b) and (e) of the Companies Act, and reports on the status of the internal control system established and operated under such resolution, and monitored and verified the internal control system. In addition to that, the Audit Committee conducted audits with the methods described below. i) The Audit Committee supervised the Management Audit Department which is the exclusive staff organization for the Audit Committee, in accordance with the auditing policies and the division of duties, etc., designated by the Audit Committee; received reports from the internal audit division, etc., of the Company; attended important meetings; received reports, from Directors and Executive Officers, etc., on matters relating to the execution of their duties, and sought further explanation as necessary; inspected important approval documents, etc.; and investigated the status of operations and assets at the headquarters and principal places of business. With respect to the subsidiary companies, the Audit Committee took steps to facilitate communication and the exchange of information with Directors and Company Statutory Auditors, etc., of the subsidiary companies, received reports from the subsidiary companies on the status of their operations, as necessary. ii) Regarding the Company’s basic policy and approaches described in the Business Report based on Article 118, Item (iii), Parts (a) and (b) of the Ordinance for Enforcement of the Companies Act, the Audit Committee considered contents of them taking into consideration the status, etc., of deliberations of the Board of Directors, etc. iii) While observing and verifying whether the external accounting auditor was maintaining its independence and was conducting audits in an appropriate manner, the Audit Committee received reports from the external accounting auditor on the execution of its duties and, when necessary, requested further explanation. The Audit Committee also received notification from the external accounting auditor that it was taking steps to prepare the “system for ensuring proper execution of duties” (as enumerated in Article 131 of the Rules of Company Accounting) in compliance with the “Quality Control Standards for Audit” (adopted by the Business Accounting Council on October 28, 2005), etc., requesting further explanation when necessary. Based on the foregoing methods, the Audit Committee examined the Business Report and the Annexed Detailed Statement, and the Consolidated Financial Statements (consolidated statement of financial position, consolidated statement of income, consolidated statement of changes in equity, and notes to consolidated financial statements), as well as the Financial Statements (balance sheet, profit and loss statement, statement of changes in net assets, and notes to financial statements) and the Annexed Detailed Statement, for the fiscal year under review. 2. Results of the Audit (1) Results of the audit of the Business Report, etc. In our opinion: i) The Business Report and the Annexed Detailed Statement accurately present the state of the Company, in compliance with the provisions of applicable laws, regulations, and the Articles of Incorporation. ii) Neither improper actions in the execution of duties by Directors and Executive Officers, nor any material facts in violation of the provisions of applicable laws, regulations, or the Articles of Incorporation, were found. iii) The resolutions adopted by the Board of Directors regarding internal control systems were appropriate. Description of the Business Report and all actions taken by Directors and Executive Officers regarding the execution of duties related to such internal control systems were appropriate. iv) “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” described in the Business Report is appropriate. Further, the approaches based on Article 118, Item (iii), Part (b) of the Ordinance for Enforcement of the Companies Act listed in the Business Report are in accordance with this policy, and does not damage the shared benefit of Company shareholders, and further, is not for the purpose of maintaining the position of Directors and Executive Officers. (2) Results of the audit of the Consolidated Financial Statements In our opinion, the audit methods used and the results reported by Deloitte Touche Tohmatsu LLC, the external accounting auditor, are appropriate and reasonable. (3) Results of the audit of the Financial Statements and the Annexed Detailed Statement In our opinion, the audit methods used and the results reported by Deloitte Touche Tohmatsu LLC, the external accounting auditor, are appropriate and reasonable.

May 12, 2020 Audit Committee, Eisai Co., Ltd. Audit Committee Member: Hideyo Uchiyama Audit Committee Member: Hirokazu Kanai Audit Committee Member: Hideki Hayashi Audit Committee Member: Tamaki Kakizaki Audit Committee Member: Daiken Tsunoda

Note: Audit Committee members Hideyo Uchiyama, Tamaki Kakizaki and Daiken Tsunoda are Outside Directors, as prescribed in Article 2, Item (xv) and Article 400, Paragraph (3) of the Companies Act. The above represents a translation, for reference purposes only, of the original report issued in the Japanese language.

160 Eisai Co., Ltd. Appendix

ARTICLES OF INCORPORATION (Revised on June 19, 2015)

Chapter I General Provisions (Corporate name) Article 1. The trade name of the Company shall be “Eisai Kabushiki Kaisha”. In English translation, it shall be “Eisai Co., Ltd.” (Corporate Philosophy) Article 2. (1) The Company’s Corporate Philosophy is to give first thought to patients and their families, and to increase the benefits that health care provides to them. Under this Philosophy, the Company endeavors to become a human health care (hhc) company. (2) T he Company’s mission is the enhancement of patient satisfaction. The Company believes that revenues and earnings will be generated by fulfilling this mission. The Company places importance on this sequence of placing the mission before the ensuing results. (3) T he Company strives to fulfill its social responsibilities by positioning compliance (i.e., the observance of legal and ethical standards) as the basis of all business activities. (4) T he Company’s principal stakeholders are patients, customers, shareholders and employees. The Company endeavors to develop and maintain a good relationship with stakeholders and to enhance the value of their stake through: 1. S atisfying unmet medical needs, ensuring a stable supply of high-quality products, and providing useful information on subjects including drug safety and efficacy; 2. Timely disclosure of corporate management information, enhancement of corporate value, and a positive return to shareholders; and 3. E nsuring stable employment, offering challenging and fulfilling duties, and providing full opportunities for the development of employees’ capabilities. (Object) Article 3. The object of the Company shall be to carry on the following business activities: 1. Research and development, manufacture, sale and import and export of pharmaceuticals. 2. Any other legally authorized businesses. (Location of head office) Article 4. The Company shall have its head office in Bunkyo-ku, Tokyo. (Method of public notice) Article 5. Public notices of the Company shall be given as electronic ones. In the event an electronic public notice is unavailable due to a communication failure or any unavoidable circumstances, the public notice shall be published in the Nihon Keizai Shimbun. (Company with a nomination committee, etc., system) 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 II Shares (Total number of issuable shares) Article 7. The total number of issuable shares of the Company shall be eleven hundred million Appendix (1,100,000,000) shares. (Number of shares constituting one round lot) Article 8. The number of shares constituting one round lot shall be one hundred (100) shares.

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(Rights to odd-lot shares) Article 9. T he shareholders of the Company cannot exercise any rights other than those stipulated below. 1. Rights as set forth in Article 189, Paragraph 2, of the Companies Act; and 2. Rights for receiving allotment of subscribed shares and share options, in proportion to the number of shares held by each shareholder. 3. Rights for making demands as set forth in the following Article (Share increase for odd-lot shares) Article 10. Pursuant to share handling regulations, Shareholders of the Company may demand that the Company sell the number of shares required to make, together with the odd-lot shares held by the shareholder, a single share unit. (Custodian of shareholders’ register) Article 11. (1) The Company shall have a custodian of shareholders’ register. (2) T he custodian of shareholders’ register and its business office shall be determined by the Board of Directors or by (a) Corporate Officer(s) delegated by resolution of the Board of Directors and public notice shall be given of such matters. (3) T he Company shall not handle the office work including the preparation and maintenance of the register of shareholders and the register of share options, and all these administrative services shall be delegated to the custodian of the shareholders’ register. (Share Handling Regulations) Article 12. Regarding the handling of shares and new share options (warrants), handling charges and procedure for exercising shareholder rights therefor, the Board of Directors or (a) Corporate Officer(s) delegated by resolution of the Board of Directors shall determine in the Share Handling Regulations unless otherwise provided by law or these Articles of Incorporation. Chapter III General Meetings of Shareholders (Convocation) Article 13. (1) The Ordinary General Meeting of Shareholders shall be convened within three (3) months from the end of each fiscal year, and Extraordinary General Meetings of Shareholders shall be convened at whenever necessary. (2) G eneral Meetings of Shareholders shall be convened by a Director previously appointed by the Board of Directors, unless otherwise provided by law. In case that Director is prevented from so doing, another Director shall act in that Director’s place in accordance with an order previously determined by the Board of Directors. (3) General Meetings of Shareholders shall be held at a place located in Tokyo. (Reference date of an Ordinary General Meeting of Shareholders) Article 14. The reference date for the voting rights at an Ordinary General Meeting of Shareholders shall be March 31 of every year. (Internet disclosure of reference documents, etc. and deemed provision thereof) Article 15. In convening a General Meeting of Shareholders, the Company shall be deemed to have provided the shareholders with the information that must be mentioned or displayed in the reference documents of a General Meeting of Shareholders, business reports, financial statements and consolidated financial documents by disclosing such information via the Internet pursuant to the regulations issued by the Ministry of Justice. (Chairman) Article 16. The Chairman of a General Meetings of Shareholders shall be the Director or the Corporate Officer(s) predetermined by the Board of Directors. In case the Director or the Corporate Officer(s) is prevented from so doing, another Director or an Corporate Officer shall act in his or her place in accordance with an order previously determined by the Board of Directors. (Method of adopting resolutions) Article 17. (1) Unless otherwise provided by law or these Articles of Incorporation, resolutions of a General Meeting of Shareholders shall be adopted by a majority of the voting rights of those shareholders with exercisable voting rights(s) present at the meeting. (2) T he resolutions as per Article 309, Paragraph 2, of the Companies Act shall be adopted by an affirmative vote of two-thirds (2/3) or more of the voting rights held by shareholders present, where such shareholders present shall hold shares representing one-third (1/3) or more of the exercisable voting rights of the shareholders. 162 Eisai Co., Ltd. Articles of Incorporation

(Exercise of voting rights by proxy) Article 18. (1) A shareholder of the Company may exercise his or her voting rights by appointing one (1) proxy having voting rights who is a shareholder of the Company. (2) T he shareholder of the Company or his/her proxy shall submit a document evidencing a power of attorney to the Company at each General Meeting of Shareholders. (Minutes) Article 19. The minutes shall be prepared and kept with respect to the substance of proceedings of a General Meeting of Shareholders in compliance with law. Chapter IV Directors and Board of Directors (Number) Article 20. The Company shall have not more than fifteen (15) Directors. (Election) Article 21. (1) Directors shall be elected by resolution at a General Meeting of Shareholders. (2) T he resolution for the election of Directors shall be adopted by an affirmative vote of a majority of the voting rights held by shareholders present, where such shareholders present shall hold shares representing one-third (1/3) or more of the exercisable voting rights of the shareholders. (3) Cumulative voting shall not be used for a resolution of electing Directors. (Term of office) Article 22. The term of office of Directors shall expire at the close of the Ordinary General Meeting of Shareholders relating to the fiscal year ending within one (1) year after their election. (Establishment of the Board of Directors) Article 23. The Company shall have the Board of Directors. (Chairman) Article 24. One (1) Director shall be designated as Chair of the Board of Directors by a resolution of the Board of Directors. (Convocation) Article 25. (1) Except as otherwise provided by law, a meeting of the Board of Directors shall be convened by the Chair of the Board of Director. In case the Chair is prevented from so doing, another Director shall act in his place in accordance with an order previously determined by the Board of Directors. (2) N otice for convening a meeting of the Board of Directors shall be dispatched to each Director three (3) days prior to the date of the meeting. Such period of notice may, however, be shortened in case of urgency. (Omission of resolution) Article 26. In case all the Directors with exercisable voting rights have given unanimous consent for any matter to be resolved at the Board of Directors in writing or via an electromagnetic method, a resolution of the Board of Directors to pass the matter to be resolved shall be deemed to have been adopted to that effect. (Regulations of the Board of Directors) Article 27. In addition to those provided by law or by these Articles of Incorporation, any matters with respect to the Board of Directors shall be governed by the Regulations of the Board of Directors established by the Board of Directors. (Minutes) Article 28. The minutes shall be prepared and kept with respect to the substance of proceedings of the Board of Directors meeting in compliance with law. Chapter V Nomination Committee, etc. (Establishment of a nomination committee, etc.) Article 29. The Company shall have a Nomination Committee, an Audit Committee and a Compensation Committee. (Appointment) Article 30. The Directors constituting the aforementioned Nomination Committee, etc., shall be elected by Appendix resolution of the Board of Directors.

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Chapter VI Independent Auditors (Establishment of independent auditors) Article 31. The Company shall have Independent Auditors. (Election) Article 32. The Independent Auditors shall be elected by a resolution at a General Meeting of Shareholders. Chapter VII Corporate Officers (Establishment of Corporate Officers) Article 33. The Company shall have Corporate Officers. (Election) Article 34. Corporate Officers shall be elected by a resolution of the Board of Directors. (Term of office) Article 35. The term of office of Corporate Officers shall expire at the close of the first meeting of the Board of Directors convened following the close of the Ordinary General Meeting of Shareholders relating to the fiscal year ending within one (1) year after their election. (Representative Corporate Officers) Article 36. At least one (1) Corporate Officers shall be elected as Representative Corporate Officer, by a resolution of the Board of Directors. (Corporate Officer with Title) Article 37. A Corporate Officer can be designated as Corporate Officer with Title, by a resolution of the Board of Directors. Chapter VIII Exemption from Liability (Exemption from liability) Article 38. (1) The Company may, by a resolution of the Board of Directors, exempt the Directors (including former Directors) and Corporate Officers (including former Corporate Officers) from liabilities for damages due to negligence of their duties, as per Article 426, Paragraph 1, of the Companies Act, to the legally authorized extent (2) T he 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. Chapter IX Accounts (Business year) Article 39. The business year of the Company shall be one (1) year from the 1st day of April of each year and end on the 31st day of March of the following year, and the last day of such business year shall be the date of closing of accounts. (Organization to determine distribution of retained earnings, etc.) Article 40. The Company shall determine the matters listed in each item of Article 459, Paragraph 1, of the Companies Act, including distribution of retained earnings, by the Board of Directors, without a resolution by a General Meeting of Shareholders, unless otherwise stipulated by law. (Reference date for distribution of retained earnings) Article 41. (1) The reference date for the Company’s distribution of year-end dividends shall be the 31st day of March every year. (2) T he reference date for the Company’s distribution of interim dividends shall be the 30th day of September every year. (Statute of limitation for dividends) Article 42. In the event that the dividend in money has not been received after an elapse of three (3) years from the date of commencement of payments, the Company shall not be liable for such payments.

164 Eisai Co., Ltd. Corporate Governance Guidelines Corporate Governance Guidelines

Chapter 1 General Provisions Article 1 (Purpose) These Guidelines provide for the good corporate governance of Eisai Co., Ltd. (“the Company”), in order to increase its corporate value and to enhance the long-term interests of its shareholders, and thereby to enable shareholders to possess the Company’s shares over the long term with a peace of mind through the realization of the following “Corporate Philosophy” set forth by the Company in its Articles of Incorporation. (Corporate Philosophy) 1. T he Company’s Corporate Philosophy is to give first thought to patients and their families, and to increase the benefits that health care provides to them. Under this Philosophy, the Company endeavors to become a human health care (hhc) company. 2. The Company’s mission is the enhancement of patient satisfaction. The Company believes that revenues and earnings will be generated by fulfilling this mission. The Company places importance on this sequence of placing the mission before the ensuing results. 3. T he Company strives to fulfill its social responsibilities by positioning compliance (i.e., the observance of legal and ethical standards) as the basis of all business activities. 4. The Company’s principal stakeholders are patients, customers, shareholders and employees. The Company endeavors to develop and maintain a good relationship with stakeholders and to enhance the value of their stake through: (1) Satisfying unmet medical needs, ensuring a stable supply of high-quality products, and providing useful information on subjects including drug safety and efficacy; (2) Timely disclosure of corporate management information, enhancement of corporate value, and a positive return to shareholders; and (3) Ensuring stable employment, offering challenging and fulfilling duties, and providing full opportunities for the development of employees’ capabilities. Article 2 (Basic Framework of Corporate Governance) 1. The Company is always aiming for good corporate governance, and strives continually to achieve it. 2. The Company respects the rights of all our shareholders, and as the essence of corporate governance is to ensure fair and transparent management and to enhance corporate vitality, the Company aims to achieve good corporate governance on the following basis: (1) Shareholder Relations The Company shall: (i) Respect the rights of all shareholders; (ii) Ensure the equality of all shareholders; (iii) Develop positive and smooth relations with the Company’s stakeholders including all shareholders; and (iv) Ensure transparency by timely and properly disclosing Company information. (2) Corporate Governance System (i) The Company has adopted a Company with a Nomination Committee, etc. System. (ii) The Board of Directors (“the Board”) shall delegate to the Corporate Officers broad powers of decision-making for business execution, to the extent permitted by the laws and regulations, and it shall exercise the function of management oversight. (iii) The majority of the Board shall be independent and neutral Outside Directors. (iv) T he Representative Corporate Officer and CEO shall be the only Director who is concurrently a Corporate Officer. (v) T o clarify the management oversight function, the positions of the Chair of the Board and the Appendix Representative Corporate Officer and CEO shall be separated and performed by different people. (vi) The Nomination Committee and the Compensation Committee shall be entirely composed of Outside Directors, and the majority of the Audit Committee shall consist of Outside Directors.

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(vii) Each of the Chairs of the Nomination Committee, the Audit Committee and the Compensation Committee shall be appointed from the Outside Directors. (viii) The hhc Governance Committee* entirely composed of Outside Directors shall be established. (ix) The internal control system and its operation shall be implemented to ensure the credibility of financial reports is enhanced. Article 3 (Establishment of These Guidelines) These Guidelines are subject to the Companies Act and the related laws and regulations, as well as the Articles of Incorporation, and apply in priority to the other rules of the Company. Chapter 2 Shareholder Relations Article 4 (Respect for Voting Rights) 1. A s the exercise of voting rights in the General Meeting of Shareholders is the right of all shareholders, the Company will endeavor to enable all shareholders to exercise their voting rights appropriately. 2. In order to enable shareholders to exercise their voting rights appropriately, the Company shall include sufficient information in the Notice of Convocation of the General Meeting of Shareholders and reference documents, etc., send them to shareholders at an early stage, and ensure that there is enough time to consider the contents. 3. T he Company will arrange the circumstances under which not only the shareholders who attend the General Meeting of Shareholders but all shareholders are able to exercise their voting rights appropriately. Article 5 (General Meeting of Shareholders) 1. T he General Meeting of Shareholders is the supreme decision-making body, which consists of shareholders with voting rights, and must appropriately reflect their views. 2. The Company shall determine the date and venue so that as many shareholders will be able to attend the General Meeting of Shareholders and it will reflect the views of all shareholders. 3. In order to develop a relationship of trust with shareholders, Directors and Corporate Officers shall provide sufficient explanations and a question and answer session at the General Meeting of Shareholders. Article 6 (Returns to Shareholders) 1. A s the shareholders have the right to receive distributions of profits, the Company will decide on and announce its basic guidelines for capital policy, including shareholder returns. 2. Decisions on surplus dividends will be the subject of resolutions at Board Meetings in accordance with the Articles of Incorporation, and such decisions are to be implemented efficiently. Article 7 (Protection of Shareholders’ Rights) 1. In order to protect shareholders’ rights, the Company will appropriately disclose to the shareholders relevant information whenever there are changes to the Company’s shareholder composition or actions which might lead to such changes in the future, such as the allocation of new shares to particular third parties. 2. The Company shall also give sufficient consideration to the rights of minority shareholders, including rights related to derivative actions, etc. Article 8 (Ensuring Shareholder Equality) 1. The Company will treat each shareholder equally based on each shareholder’s equity stake. 2. The Company will not provide any special benefits, including profits from assets, to any particular shareholder. Article 9 (Prevention of Conflicts with Shareholder Interests) 1. In order to protect shareholders’ interests, the Company will endeavor to prevent any of the Company related persons, such as Directors, Corporate Officers and employees from abusing their position or conducting any transaction in conflict with the interests of the Company and the shareholders. 2. Directors and Corporate Officers shall not conduct any transactions that conflict or compete with the interests of the Company without the approval of the Board subject to the Companies Act. 3. T he Company will appropriately disclose the material facts relating to any transactions described in the preceding clause. * In FY2020, the Outside Directors Meeting was renamed the “hhc Governance Committee,” which is clearly positioned as a committee within the Board of Directors.

166 Eisai Co., Ltd. Corporate Governance Guidelines

4. In order to prevent insider transactions by Company-related persons, the Company will adopt rules relating to the treatment of material facts that have not yet been publicly announced and will strictly apply such rules. Article 10 (Favorable and Smooth Relations with Stakeholders) 1. T he Company will endeavor to maintain favorable and smooth relations with various stakeholders by respecting patients, customers, shareholders and employees, with a view to enhancing long-term corporate value. 2. The Directors and Corporate Officers will provide leadership to building the corporate culture to respect the stakeholders’ rights based on the Corporate Philosophy of the Company. Article 11 (Disclosure and Transparency) 1. T he Company will actively, and in a timely and appropriate manner, disclose to shareholders important information related to management, regardless of whether the content is positive or negative. 2. The Company will determine its policy for disclosing important information related to management, etc. and create structures to implement it. 3. T he Company shall disclose information in a way that is easy to understand and through a variety of methods that enable shareholders to access it easily. 4. The Company will develop a relationship of trust and enhance communications with shareholders, e.g., by establishing an inquiries contact point for them. Chapter 3 Corporate Governance System Article 12 (Structure of the Board and Committees) 1. T he Company has chosen to be a Company with a Nomination Committee, etc. System. The function of management oversight shall be carried out by the Board, and the function of business execution shall be carried out by the Corporate Officers. Through this, the Company will clearly separate the functions of management oversight and business execution, increase the vitality of its management and ensure the fairness and transparency of its management. 2. The Board will be composed of diverse Directors with differing backgrounds of specialized knowledge, experience, etc. and an appropriate number of Directors shall be maintained so that the Board can exercise its functions most effectively and efficiently. 3. The majority of the Board shall be composed of independent and neutral Outside Directors. 4. The Representative Corporate Officer and CEO shall be the only Director who is concurrently a Corporate Officer. 5. To thoroughly separate the functions of management oversight and business execution, the positions of the Chair of the Board and the Representative Corporate Officer and CEO shall be separated and performed by different people. 6. The Company will establish the Nomination, Audit and Compensation Committees in accordance with the Companies Act. In addition, the Board will establish, as needed, Committees of the Board other than the Nomination, Audit and Compensation Committees. 7. The Company shall establish an hhc Governance Committee comprised of Outside Directors only for continued enhancement of corporate governance. 8. T he Nomination Committee and the Compensation Committee shall be entirely composed of Outside Directors, and the majority of the Audit Committee shall be composed of Outside Directors. 9. T he Chairs of the Nomination Committee, the Audit Committee and the Compensation Committee shall be Outside Directors. 10. Outside Directors who are members of the Audit Committee shall be appointed from those with expertise in finance, accounting, legal affairs, management, etc., and Internal Directors shall be appointed from those with abundant experience within the Company.

11. In order to ensure the independence of audits, members of the Audit Committee shall not Appendix concurrently be members of the Nomination Committee or the Compensation Committee. 12. A Board of Directors Secretariat shall be established to act as the secretariat of the Board, the Nomination Committee and the Compensation Committee. A Management Audit Department shall be established to act as the secretariat of the Audit Committee.

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Article 13 (Duties of the Board) 1. T hrough developing good corporate governance, the Board shall fulfill its oversight functions, take the best possible decisions by exercising fair judgment and aim to realize the Corporate Philosophy. 2. The Board shall determine the material matters required by law, the Articles of Incorporation and the Rules of the Board, including basic management policies, the appointment and dismissal of Corporate Officers and surplus dividends. 3. In order to accelerate the speed and increase the flexibility of business execution and to enhance the vitality of management, the Board shall delegate the decision-making function on business execution, except for items provided for in the preceding clause, to the Corporate Officers. 4. The Board shall oversee the execution of duties by the Directors and Corporate Officers on the basis of reports from the Nomination Committee, Audit Committee, the Compensation Committee and the Corporate Officers. 5. The Board will strive to realize the Corporate Philosophy, to increase the Company’s corporate value and to enhance the long-term interests of the shareholders. It shall have the duty of judging fairly any conduct that may damage these goals and of taking appropriate action. 6. In order for the Representative Corporate Officer and CEO to be appointed by the Board, all of the Directors shall share information related to the succession plan for the future Representative Corporate Officer and CEO. 7. The Board, together with the Nomination, Audit and Compensation Committees, shall not violate or interfere with their respective authorities when executing their duties and shall maintain mutual understanding. 8. T he Board and the Corporate Officers shall maintain mutual understanding while fulfilling their respective responsibilities of executing duties. Article 14 (Chair of the Board) 1. The Chair of the Board shall be appointed from the Outside Directors. 2. In addition to determining the annual agenda to be deliberated by the Board, the chair of the Board shall specify the date, location, and agenda and convene the Board Meeting. 3. T he chair of the Board shall provide the Directors with the information necessary to consider the items for deliberation prior to the holding of the Board Meeting. 4. The Chair of the Board shall enhance the quality of the discussions among the Directors and manage the Board Meetings effectively and efficiently. Article 15 (Directors) 1. T he term of office of Directors shall be one (1) year. Directors shall be elected every year at the General Meeting of Shareholders. 2. Directors shall assume the duty of care and the duty of loyalty. 3. D irectors shall request explanations at Board Meetings, actively express their opinions, conduct thorough discussions, and exercise their voting rights, as well as collect sufficient information to execute their duties. 4. Through the timely and appropriate exercise of their right to propose agenda items and to call for Board Meetings to be convened, the Directors shall seek solutions to issues concerning the management of the Company of which they become aware. 5. In responding to the trust placed in them by all shareholders, Directors shall spend sufficient time on the execution of their duties and demonstrate the competence expected of them. Article 16 (Outside Directors) 1. Outside Directors shall be personally and financially independent from the Company. 2. Outside Directors must not only meet the requirements for Outside Directors stipulated in the Companies Act, but must also satisfy the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and must continue to satisfy those requirements after their appointment as Outside Directors. 3. O utside Directors shall take the initiative to increase the fairness of the decisions and actions of the Board and of each Committee and to achieve good corporate governance. 4. Outside Directors shall be provided, on a timely basis, with continuous and sufficient information related to the status of the Company’s Corporate Philosophy, corporate culture, managerial environment, etc., and at the same time, seek additional information as necessary for fulfilling their role.

168 Eisai Co., Ltd. Corporate Governance Guidelines

Article 17 (Nomination Committee) 1. T he Nomination Committee shall determine the content of the proposals to be submitted to the General Meetings of Shareholders related to the nomination and dismissal of Directors. 2. The Nomination Committee shall determine the “Requirements for the Independence and Neutrality of Outside Directors” in order to appoint independent and neutral Outside Directors. 3. T he Nomination Committee shall establish the basic policies, rules, procedures, etc., necessary for the execution of its duties. 4. The Nomination Committee shall report on the status of execution of its duties to the Board. Article 18 (Audit Committee) 1. T he Audit Committee shall audit the execution of the Directors’ and Corporate Officers’ duties, determine the content of proposals related to the election, dismissal and non-reappointment of Accounting Auditors to be submitted to the General Meetings of Shareholders, and conduct accounting audits and other matters required by laws and regulations. 2. The Audit Committee shall endeavor to achieve efficient and higher quality auditing, e.g., by receiving timely and appropriate reports from the officers and employees of the Company and the ENW Entities and the Accounting Auditor of the Company related to the necessary items to audit the Directors’ and Corporate Officers’ execution of their duties, as well as by sharing necessary information with the Accounting Auditor and internal audit department. 3. T he Audit Committee shall establish the basic policies, rules, procedures, etc. necessary for the execution of its duties. 4. The Management Audit Department executes its duties based on the resolutions of the Audit Committee and the instructions of the members of the Audit Committee, and its independence from the Corporate Officers regarding work instructions and orders, personnel evaluations, etc. shall be secured in order to ensure the objectivity of audits. 5. The Audit Committee shall report on the status of execution of its duties to the Board. Article 19 (Compensation Committee) 1. T he Compensation Committee shall determine both the policies for deciding the compensation of Directors and Corporate Officers, and their individual compensation. 2. When deciding the compensation of the Directors and Corporate Officers, the Compensation Committee shall make active use of external research data in order to ensure the objectivity of its decisions, and it will determine the appropriateness of the decision-making process after deliberating what is most appropriate. 3. T he Compensation Committee shall establish the basic policies, rules, procedures, etc. necessary for the execution of its duties. 4. The Compensation Committee shall report on the status of execution of its duties to the Board. Article 20 (hhc Governance Committee*) 1. The hhc Governance Committee shall be composed of all of the Outside Directors. 2. The hhc Governance Committee shall engage in active dialogue with the stakeholders, use the insights gained to enable full discussions by the Board, and thereby improve the supervision function of the management of the Board. 3. The hhc Governance Committee shall share information about the succession plan for a future Representative Corporate Officer and CEO proposed by the Representative Corporate Officer and CEO, and provide relevant advice. The hhc Governance Committee shall reasonably ensure impartiality in the selection of the CEO by the Board by having Outside Directors take part in the process. 4. The hhc Governance Committee shall evaluate the effectiveness of the supervision function of the management of the Board every year. If there are issues related to the operation of the Board, etc., the hhc Governance Committee may make proposals to the Board for addressing such issues. Appendix 5. The hhc Governance Committee is held to discuss a broad range of matters related to the Company’s corporate governance and business, and thereby strive for continued enhancement of corporate governance. 6. The matters discussed at the hhc Governance Committee shall be reported to the Board or notified to the Corporate Officers as necessary. * In FY2020, the Outside Directors Meeting was renamed the “hhc Governance Committee,” which is clearly positioned as a committee within the Board of Directors.

The 108th Ordinary General Meeting of Shareholders 169 Appendix Corporate Governance Guidelines

Article 21 (Compensation of Directors and Corporate Officers) 1. T he compensation of Directors and Corporate Officers shall be appropriately decided with fairness and transparency by the Compensation Committee. 2. The compensation of Directors shall be commensurate to the proper performance of their management oversight function as Directors. 3. T he compensation of Corporate Officers is a separate system from the compensation of Directors who perform the duty of supervising the management and should strongly motivate their performance of duties as Corporate Officers and take their performance into consideration. Article 22 (Representative Corporate Officer and CEO) 1. T he Representative Corporate Officer and CEO is the Chief Executive Officer and shall hold the powers delegated by the Board in relation to business execution. The Representative Corporate Officer and CEO shall make decisions concerning the best execution of business and shall implement measures with the aim of realizing the Company’s Corporate Philosophy, increasing corporate value, and enhancing the long-term interests of the shareholders. 2. The Representative Corporate Officer and CEO shall provide sufficient explanation to the Board regarding business execution, and shall concurrently be a Director for this purpose. 3. T he Representative Corporate Officer and CEO shall establish a succession plan for the Representative Corporate Officer and CEO and develop relevant candidates. 4. The Representative Corporate Officer and CEO shall establish, prepare and operate an internal control system, including a legal compliance system and risk management system, and continually evaluate its effectiveness and strive to improve it. 5. The Representative Corporate Officer and CEO shall in a timely and appropriately provide to the Audit Committee sufficient information for the Audit Committee’s audits. Article 23 (Corporate Officers) 1. T he term of office of Corporate Officers shall be one (1) year. The Representative Corporate Officer and CEO shall propose candidates for Corporate Officers by providing a sufficient explanation, and Corporate Officers shall be appointed by the Board. 2. Corporate Officers shall assume the duty of care and the duty of loyalty. 3. C orporate Officers shall undertake the important responsibility of managing the business with the aim of realizing the Corporate Philosophy, increasing corporate value and enhancing the long-term interests of shareholders. 4. Corporate Officers shall be delegated from the Representative Corporate Officer and CEO the authority to decide on the specific execution of business in the assigned business/area, and establish, prepare and operate an internal control system within the scope of their assigned division of duties, and take responsibility to execute business with the aim of achieving the targets in addition to developing capable human resources who will manage the Company in the future. 5. Corporate Officers shall, on the basis of the Companies Act, report to the Board at least once every three months on the overall state of the execution of their business based on their assigned division of duties, and at the same time, they shall also provide as required information on those matters requested by the Board or Director(s). 6. An appropriate number of Corporate Officers shall be maintained so that their duties concerning business execution with which they have been entrusted by the Board can be performed most effectively/efficiently. Article 24 (Internal Control) 1. T he achievement of thorough internal control of the whole Company group is an important element in obtaining the trust of shareholders. Based on the Companies Act, the Board shall determine the “Rules Concerning Items Necessary for the Execution of Duties by the Audit Committee” and the “Rules for Preparing Necessary Systems for Ensuring the Suitability of the Execution of Duties by Corporate Officers.” 2. Based on the resolutions of the Board related to internal control, the Corporate Officers shall maintain a system that is necessary for compliance with laws and ethics, the efficacy and efficiency of business and the reliability of financial reports, and shall make such a system work effectively, and shall report the operative situation to the Board.

170 Eisai Co., Ltd. Corporate Governance Guidelines

Article 25 (Accounting Auditors) 1. T he Accounting Auditors shall ensure the reliability of financial statements, and they bear an important role in realizing better corporate governance. 2. The independence of the Accounting Auditors from the Company shall be ensured. 3. The Accounting Auditors shall conduct systematic management for the quality control of audits. 4. The Audit Committee shall confirm that the Accounting Auditors’ independence is assured, and that the quality control of audits is managed systematically, and make effort to collect relevant information regarding an audit corporation other than the Company’s Accounting Auditor. Article 26 (Exceptional Measures) In case it is necessary to make exceptions to these Guidelines, the Board shall clarify the reason for the exception, and make it clear that the purport of these Guidelines was taken into account and that reasonable measures were taken. Article 27 (Evaluation of Corporate Governance) Every year, the Board shall evaluate the state of the Company’s corporate governance and enhance the effectiveness of corporate governance in accordance with the self-review of the Board resolutions relating to these Guidelines and internal control and the evaluation by each Director of the Board of Directors. Article 28 (Revisions) These Guidelines may be revised only by resolution of the Board.

Supplementary Provisions Article 1 (Enforcement) The revision history of these Guidelines is as follows: • March 23, 2001: Established (Corporate Governance Regulations) • September 21, 2001: Revision made • April 25, 2002: Revision made • June 27, 2002: Revision made • June 24, 2003: Revision made • May 11, 2004: Revision made • October 29, 2004: Revision made (Corporate Governance Guidelines) • July 29, 2005: Revision made • April 26, 2007: Revision made • February 27, 2012: Revision made • June 20, 2014: Revision made • June 19, 2015: Revision made • March 31, 2016: Revision made • June 21, 2017: Revision made • June 20, 2018: Revision made • April 24, 2020: Revision made

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The 108th Ordinary General Meeting of Shareholders 171 Appendix Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee

Article 1 (Objective) 1. The purpose of these rules is to establish items necessary for the performance of duties by the Audit Committee of the Company, in accordance with Companies Act Article 416 Section 1 Part 1 Subparagraph b), as well as the Ordinance for Enforcement of the Companies Act Article 112 Section 1. 2. In these rules, “ENW” means a group of corporate entities consisting of the Company and its subsidiaries and affiliates, and “ENW Entity” means each entity within ENW. Article 2 (Items regarding the Directors and employees of the Company who assist in the duties of the Audit Committee of the Company) 1. T he Company shall establish a Management Audit Department to assist in the duties of the Audit Committee of the Company. The Directors of the Company shall not be assigned to assist in the duties of the Audit Committee of the Company. 2. The director and staff of the Management Audit Department shall follow employment and work regulations for items not established by these rules. Article 3 (Items regarding the independence of the employees in the preceding article from the Corporate Officers of the Company and items regarding ensuring the effectiveness of the instructions of the Audit Committee of the Company to such employees) 1. T he Management Audit Department shall be organized independent of the Corporate Officers of the Company. 2. The director and staff of the Management Audit Department shall perform their duties under the direction of the Audit Committee and Audit Committee Members of the Company. 3. T he director and staff of the Management Audit Department shall be appointed, reassigned and disciplined by the Representative Corporate Officer and CEO of the Company with the consent of the Audit Committee of the Company. 4. The decision on personnel evaluation of the director and staff of the Management Audit Department will be conducted by the Audit Committee of the Company. Article 4 (The system for Officers and employees of ENW Entities to report to the Audit Committee) 1. The Corporate Officers of the Company shall report monthly to the Audit Committee of the Company regarding the following items related to their assignments and organization under their supervision, control or management, including whether or not such relevant items exist, and shall report immediately highly important matters of the items such as incidents that cause or may cause ENW significant damage, or that violate or may violate laws or the Articles of Incorporation to the Audit Committee. (1) Disasters and accidents related to operations; (2) The fact that operations have been stopped for a half day or longer; (3) The fact that a lawsuit has been brought, and its status; (4) Cases that violate Compliance policies (including facts subject to investigation); (5) Requests for cooperation in an investigation, investigation, summons, visits (excluding regular investigations), warnings, guidance, orders, recommendations, suspension of operation, or other measure taken by public officials; (6) Infringement or the danger of infringement of assets or rights by a third party; (7) Bankruptcy, the danger of bankruptcy, or termination of a contract, by a major customer; (8) Other matters or information that may cause ENW serious damage or have significant effect on the Company; (9) Facts that Officers and employees of ENW Corporations, who made reports or provided information pursuant to Sections through 2 to 6 of this Article, were treated disadvantageously because they made the reports or provided the information; and (10) Other matters to be reported as stipulated by the Audit Committee of the Company. 2. If the Officers and employees of the ENW Entities become aware of any item provided in each item of Section 1 of this Article (except for (4)), they shall immediately report to the Corporate Officer of the Company who supervises, controls or manages such item and contact the Compliance Counter when they become aware of an item in Section 1 (4) of this Article. 172 Eisai Co., Ltd. Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee

3. T he Corporate Officer who supervises the promotion of ENW’s compliance shall immediately make a report to the Audit Committee of the Company in the case of highly important matters, out of the matters which are reported to the Compliance Counter, such as incidents that cause or may cause ENW significant damage, or that violate or may violate laws or the Articles of Incorporation. 4. The Auditors or the Audit Committee of the ENW Entities in Japan, the People’s Republic of China, Korea and Taiwan, except for the Company, shall periodically report information regarding internal audits, compliance and risk management, etc. in such ENW Entity to the Audit Committee of the Company. 5. The Officers and employees of the ENW Entities shall promptly make a proper report when a report on items regarding the execution of business is requested by the Audit Committee of the Company. 6. The Corporate Officers and employees of the Company shall inform the Audit Committee of the Company of the schedules of important meetings. Article 5 (Systems for ensuring that the person making a report in the preceding Article does not receive disadvantageous treatment on the grounds of having made such report) The Representative Corporate Officer and CEO of the Company shall prepare and operate a system in order to ensure that the Officers and employees of the ENW Entities who make a report to the Audit Committee or Corporate Officer of the Company or contact the Compliance Counter under the preceding Article do not receive disadvantageous treatment on the grounds of having made such report or contact. Article 6 (Items regarding policies for the processing of expenses and obligations that arise with respect to the execution of duties of the Audit Committee Members of the Company) The Company shall process such expenses or obligations for the execution of duties of the Audit Committee Members of the Company which are recognized as necessary by the Audit Committee of the Company under the Companies Act Article 404 Section 4. Article 7 (Other systems for ensuring the effective performance of audits of the Audit Committee of the Company) 1. T he Representative Corporate Officer and CEO of the Company shall prepare a system between ENW companies under which the Audit Committee of the Company enables the investigation, etc., of the accounting and operations of the ENW Entities. 2. Departments and officers in charge of audits, including the internal audits of ENW companies, shall share necessary information regarding audit activities with the Audit Committee, Audit Committee Members, and the Management Audit Department of the Company through regular meetings, etc., in order to operate an efficient and suitable auditing system. 3. T he Company’s accounting auditor shall report to the Audit Committee regarding audits by the accounting auditor, as well as other investigations, on a regular basis or as requested by the Audit Committee. Article 8 (Familiarization with these rules) The Representative Corporate Officer and CEO of the Company shall take measures to familiarize the Officers and employees of the ENW Entities with the content of these rules. Article 9 (Revisions) These rules can be revised through resolution by the Board of Directors.

Supplementary Provisions (Revision history) Article 1 These rules shall enter into force on June 24, 2004. Article 2 These rules shall be revised June 24, 2005. Article 3 These rules shall be revised April 27, 2006. Article 4 These rules shall be revised June 20, 2014. Appendix Article 5 These rules shall be revised May 1, 2015. Article 6 These rules shall be revised June 21, 2017.

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The 108th Ordinary General Meeting of Shareholders 173 Appendix Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers

Article 1 (Objective) 1. The purpose of these rules is to establish items necessary for establishment and operation of a system for ensuring that execution of duties at ENW by Corporate Officers of the Company is in accordance with laws and the Articles of Incorporation, and to establish other systems necessary to maintain the suitability of operations, in accordance with the Companies Act Article 416 Section 1 Part 1 Subparagraph e), as well as the Ordinance for Enforcement of the Companies Act Article 112 Section 2. 2. In these rules, “ENW” means a group of corporate entities, consisting of the Company and the subsidiaries and affiliates of the Company. “ENW Entity” means each entity within ENW. “Corporate Officer in Charge of ENW Entities” means a Corporate Officer who has been appointed by the Representative Corporate Officer and CEO of the Company to oversee, supervise and manage each ENW Entity other than the Company. “Executive Officer of ENW Entities” shall mean directors of ENW Entities other than the Company and Corporate Officers of ENW Entities. Article 2 (Authority) 1. The Board of Directors of the Company receives reports, regarding establishment and operation of the systems set forth in these rules, from the Corporate Officers or the Audit Committee of the Company in order to supervise the performance of duties of the Corporate Officers pursuant to these rules. 2. The Representative Corporate Officer and CEO of the Company shall assign the particular duties set forth in these rules to a Corporate Officer of the Company who will be responsible for such assigned duties. 3. T he Corporate Officer of the Company shall perform such duties that have been assigned to him/her in compliance with these rules and provide reports, regarding establishment and operation of the systems set forth in these rules, to the Board of Directors and the Audit Committee of the Company. Article 3 (The system for storage and management of information related to the performance of duties of Corporate Officers) 1. T he Representative Corporate Officer and CEO of the Company shall appoint a Corporate Officer, from among the Corporate Officers of the Company, to be in charge, on a Company-wide basis, of storage and management of information related to the performance of duties of Corporate Officers of the Company, and shall cause the Corporate Officer establish rules on storage and management of documents, etc. 2. The Corporate Officer of the Company, who has been appointed pursuant to the previous section, shall establish and operate the storage and management rules for prepared documents, etc., and provide such rules to the Board of Directors and the Audit Committee of the Company. Article 4 (The rules and other systems regarding management of the risks of loss in ENW) 1. The Corporate Officers of the Company shall be responsible for managing risk of loss in ENW in his or her area of assignment. A Corporate Officer in Charge of ENW Entities shall establish and operate a management system of risk of loss in ENW depending on the type, size, significance and other aspects of businesses of ENW Entities which he/she has been assigned to oversee, supervise and manage. 2. With respect to management of risks of loss that may possibly result in significant loss to ENW, the Representative Corporate Officer and CEO of the Company shall appoint a Corporate Officer, from among the Corporate Officers of the Company, for each area of risk of loss (financial, legal, environmental, disaster, etc.), and such appointed Corporate Officer shall establish and operate rules, etc. regarding the risk. 3. T he Corporate Officers, who have been assigned to be in charge of promoting establishment and operation of an internal control system stipulated in Article 6, shall establish and promote the operation of a system for the Corporate Officers and employees of the Company to self-evaluate risks related to their assigned duties. Article 5 (The system for ensuring that the duties of Directors, Corporate Officers and employees of ENW are conducted efficiently) 1. The Board of Directors of the Company shall delegate to Corporate Officers of the Company decision- making for the performance of the Directors’ duties, excluding those matters to be resolved by the Board of Directors pursuant to the laws, the Articles of Incorporation and the Rules of the Board of Directors. 174 Eisai Co., Ltd. Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers

2. The Board of Directors of the Company shall appropriately establish division of duties and mutual relationships among the Corporate Officers of the Company. 3. T he Representative Corporate Officer and CEO of the Company shall establish decision-making procedures for important matters at ENW and coordinate a system under which duties are conducted appropriately and efficiently. 4. With respect to matters other than those set forth in the previous section, the Corporate Officers of the Company shall establish decision-making procedures for their assigned duties and establish a system so that such duties are conducted appropriately and efficiently. 5. The Corporate Officer, who has been assigned to be in charge of promoting establishment and operation of the internal control system set forth in Article 6, shall monitor the establishment and operation of the systems pursuant to the previous two sections. The Corporate Officer, who has been assigned to oversee the execution of internal audit, shall audit the establishment and operation of such systems. Article 6 (The system for ensuring that performance of duties by Executive Officers of ENW Entities and employees of ENW Entities is in accordance with laws and the Articles of Incorporation) 1. The Representative Corporate Officer and CEO of the Company shall appoint a Corporate Officer, from among the Corporate Officers of the Company, to be in charge of promoting compliance, including the system for ensuring that the execution of duties by Executive Officers of ENW Entities and employees of ENW Entities is in accordance with laws and the Articles of Incorporation, and shall establish a department, etc., to support such Corporate Officer in the performance of his or her duties. 2. The Corporate Officer, who has been assigned to be in charge of promoting compliance, shall establish a Compliance Handbook and a business behavior charter applicable to ENW, clarify norms and behavioral standards so that Executive Officers of ENW Entities and employees of ENW Entities take actions in compliance with laws and the Articles of Incorporation, and promote compliance by taking necessary measures such as training of Executive Officers of ENW Entities and employees of ENW Entities. 3. T he Corporate Officer, who has been assigned to be in charge of promoting compliance, shall establish and operate a compliance counter as a point of contact for consulting about compliance both inside and outside the Company to strive for the prevention and early resolution of risks related to compliance. With respect to ENW Entities other than the Company, the Corporate Officer, who has been assigned to be in charge of promoting compliance shall cooperate and perform above with each Corporate Officer in Charge of ENW Entities, each Officer in charge of compliance at each ENW Entity and the department in charge of compliance. 4. The Corporate Officer, who has been assigned to be in charge of promoting compliance, shall demonstrate a policy of opposing anti-social forces in the ENW business behavior charter, and shall take necessary measures so that Executive Officers of ENW Entities and employees of ENW Entities strictly observe such policy and use their best efforts on a daily basis in their conduct in this regard. 5. The Representative Corporate Officer and CEO of the Company shall appoint Corporate Officers, from among the Corporate Officers of the Company, to be in charge of promoting establishment of an internal control system and to be in charge of executing internal audits, respectively, and shall establish a department, etc., to support such Corporate Officers in the performance of his or her duties. 6. The Corporate Officers, who have been assigned to be in charge of promoting establishment of an internal control system, shall establish policies regarding internal controls applicable to ENW, and shall have Corporate Officers and employees of the Company develop a deeper understanding for internal controls by taking necessary measures such as training, and shall promote the establishment of an internal control system. With respect to ENW Entities other than the Company, the Corporate Officers, who have been assigned to be in charge of promoting establishment of an internal control system shall cooperate and perform above with each Corporate Officer in Charge of ENW Entities, each Officer in charge of internal control at each ENW Entity and the department in charge of internal control. 7. The Corporate Officers, who have been assigned to be in charge of executing internal audits, shall Appendix establish rules for internal audits applicable to ENW, devise a plan for internal audits, and execute appropriate and efficient internal audits. With respect to ENW Entities other than the Company, the Corporate Officers, who have been assigned to be in charge of executing internal audits, shall have each Corporate Officer in Charge of ENW Entities, each Officer in charge of internal audit at each ENW Entity and the department in charge of internal audit to perform the audit of each ENW Entities and receive reports.

The 108th Ordinary General Meeting of Shareholders 175 Appendix Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers

8. W ith respect to professional fields, the Representative Corporate Officer and CEO of the Company shall appoint a Corporate Officer, from among the Corporate Officers of the Company, to be in charge, as necessary, of ensuring compliance with laws and the Articles of Incorporation in such field, and shall establish a department, etc., to support such Corporate Officer in the performance of his or her duties. Article 7 (The system for reporting to the Company about matters related to execution of duties of Officers and employees of ENW Entities other than the Company) 1. T he Corporate Officer in Charge of ENW Entities shall establish a system under which the Company receives reports from ENW Entities about managerial important matters and matters set forth in Articles 4, 5 and 6 of these rules depending on the type, size, significance and other aspects of businesses of ENW Entities, with respect for the autonomy and the independency of ENW Entities which the Corporate Officer has been assigned to oversee, supervise and manage. 2. The Corporate Officer in Charge of ENW Entities shall report important matters out of the report received from ENW Entities to the Board of Directors and the Audit Committee of the Company. Article 8 (Familiarization with these Rules) The Representative Corporate Officer and CEO of the Company shall take measures to familiarize the Officers and employees of ENW Entities with the content of these rules. Article 9 (Revisions) These rules shall be revised through resolution by the Board of Directors.

Supplementary Provisions (History of Revisions) Article 1 These rules shall enter into force April 27, 2006. Article 2 These rules shall take effect on June 20, 2014. Article 3 These rules shall take effect on May 1, 2015. Article 4 These rules shall take effect on June 21, 2017.

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176 Eisai Co., Ltd. Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders Policy for Protection of Company’s Corporate Value and Common Interests of Shareholders

1. Background of Adoption and Continuation As a human health care (hhc) company, the Company believes that its mission of highest priority, securing and enhancing our corporate value and the common interests of our shareholders, will be achieved by creating value for patients. To create value for patients, it is necessary to undertake research and development of new drugs, to manufacture and distribute high quality products, and to manage and provide information to achieve the safe use of pharmaceutical products. To do this the Company must implement long-term corporate measures. To strengthen shareholder value, it is essential that the Company grow steadily and continuously. Furthermore, to fulfill its corporate social responsibility and accomplish the mission set out above, the Company, in 2004, adopted a “Company with Committees System” (currently “Company with a Nomination Committee, etc. System”) and established a highly transparent governance structure. In order to realize the above mission, the Company plans to increase its corporate value and strengthen shareholder value by introducing and implementing a variety of long-term measures such as the Medium-term Strategic Plan. However, considering the escalating competition surrounding the Company, and the changes, content, etc. in the Japanese legal system and corporate culture relating to M&A in Japan, we can anticipate the potential for acquisitions of the Company’s shares that will materially affect the Company’s management policy. The Company does not reject any and all acquisitions that are intended to obtain a large volume of shares of the Company or that permit a third party to participate in the Company’s business management, if such acquisitions will substantially increase the corporate value of the Company. However, among acquisitions of large shareholding positions, there are acquisitions that are inappropriate, in view of their purpose and the business policy after such acquisitions, such as those that cause obvious and irreparable damage to the shareholders’ common interests, that are structured to coerce other shareholders to sell their shares under unfavorable conditions, that do not give sufficient time and information to the Company and shareholders for their examination of the substance of the proposed acquisition and consideration of alternatives, or that offer terms and conditions that are insufficient or inappropriate from the perspective of protecting the Company’s corporate value and the common interests of the shareholders. Furthermore, in order to realize value for patients, and thereby to increase the corporate value and the common interests of the shareholders, research and development systems of new drugs, a stable supply of high quality products, and proper management and provision of information on safety and efficacy of drugs are essential. If the Company fails to secure these processes, the Company’s corporate value and the common interests of the shareholders will be harmed. Therefore, the Company has determined that the adoption of this Policy for Protection of Company’s Corporate Value and Common Interests of Shareholders (the “Policy”) is essential to deter acquisitions, including the above types of acquisitions, that are inconsistent with the Company’s corporate value and the common interests of the shareholders, and at a meeting of the Independent Committee of Outside Directors, which consists solely of seven outside directors, held in February 2006, it was decided to adopt this Policy. For any acquisition of a 20% or greater stake, this Policy will first require the acquirer or the person proposing the acquisition (hereinafter, together with a tender offer bidder (TOB) or one proposing a TOB, collectively referred to as an “Acquirer”) to provide information to the Company about the intended acquisition in advance of such acquisition. By doing this, the Company will be able to secure a period to collect and review information regarding the purchase, explain the business plan to the shareholders, and, if necessary, propose alternatives to and negotiate with the Acquirer. On the contrary, if an Acquirer enters into an acquisition without providing information in advance, or if the acquisition is not determined to be an acquisition that will not substantially harm the Company’s corporate value and the common interests of the shareholders, as mentioned below, the Company will issue, as necessary, by allocation to all shareholders at that time, new share subscription rights conditioned such that the Acquirer and certain related parties may not exercise such rights (collectively the “Rights,” pertaining to any single share a “Right”). This Policy will decrease the relative percentage of voting rights held by the Acquirer by issuing the Rights and will aim to prevent any

acquisition that will substantially harm the Company’s corporate value and the common interests of the shareholders. Appendix The adoption of this Policy, and the process for the evaluation of a proposed acquisition of a 20% or greater stake, any discussions and negotiations with the Acquirer, and the judgment of whether or not the issuance of the Rights is required based on the results of said discussions and negotiations, are required to be objective and reasonable to prevent the possibility that management could manipulate this Policy to protect its own interests. The Board of Directors of this Company consists of directors, the majority of whom are outside directors. These outside directors, who are independent from the Company Management, include a corporate manager, an academic expert, a CPA, an

The 108th Ordinary General Meeting of Shareholders 177 Appendix Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders

attorney, etc., with abundant experience and excellent records of achievement. Of the four (4) other directors who are not outside directors only one (1) is engaged in day-to-day business operations. Therefore, the Company believes that the Board of Directors will be able to make an objective and reasonable decision for the shareholders’ interests. In the adoption of this Policy, a “Special Committee” consisting of three (3) outside directors was first established. The Special Committee received opinions from independent outside advisors and examined whether or not this Policy should be adopted. As a result of the examination, the Special Committee determined that the adoption of a policy was essential to prevent acquisitions that could substantially harm the Company’s corporate value and the common interests of the shareholders. This Policy was proposed to the Independent Committee of Outside Directors, which consists of all seven (7) outside directors (please see Attachment No. 1, “Outline of the Independent Committee of Outside Directors,” regarding requirements for resolutions and matters to be resolved), and the Independent Committee of Outside Directors examined whether or not it should be adopted. As a result of the examination, the Independent Committee of Outside Directors decided that this Policy was essential and appropriate to prevent acquisitions that could substantially harm the Company’s corporate value and the common interests of the shareholders, and recommended to the Board of Directors to adopt this Policy. The Board of Directors, after examination of this Policy, resolved to adopt it. Thus, this Policy has been adopted for the common interests of the shareholders by the initiative of the Independent Committee of Outside Directors. In addition, in order to ensure that the operation of the Policy is objective and reasonable, the Independent Committee of Outside Directors will be primarily responsible for the operation of this Policy. In case of an actual proposed acquisition of a 20% or greater shareholding, the Independent Committee of Outside Directors will, acting on their own initiative, determine whether or not all the criteria set forth in Article 4 below have been satisfied Unless the Independent Committee of Outside Directors determines that the acquisition satisfies all the criteria set forth in Article 4 below, in principle, it will propose that the Board of Directors issue the Rights. The Board of Directors will then determine ultimately whether or not the issuance of the Rights will be necessary. If the Independent Committee of Outside Directors decides that the Rights are not to be issued, the Board of Directors will make neither an examination nor a determination of the issuance of the Rights. By adopting this system, this Policy will prevent arbitrary decisions by Management with respect to the judgment of whether the Rights should be issued, and make it difficult to issue the Rights. Since the adoption of the Policy, the Independent Committee of Outside Directors has considered whether to maintain, revise, or abolish the Policy each year. Based on the Independent Committee of Outside Director’s recommendation, the Board of Directors determines to continue the Policy.

2. Acquisitions Subject to This Policy Under this Policy, the Rights may be issued in accordance with the procedures stipulated in this Policy in the event of an acquisition or proposal of acquisition as set forth below in 2.1) or 2.2) below (hereinafter collectively referred to as an “Acquisition”): 1) A purchase or other acquisition, that, if completed, would make a person’s1 shareholding percentage2 of shares issued by the Company3 20% or more; or 2) A TOB4 that, if successful, will make a TOB Acquirer’s, plus its special affiliated persons’5 shareholding percentages6 of shares7 issued by the Company8, 20% or more in total.

3. Process for the Issuance of the Rights 1) Submission of Information in Advance from Acquirer to the Independent Committee of Outside Directors The Acquirer, who proposes to make an Acquisition set forth in Article 2 above, shall prior to publicly announcing any proposed Acquisition or launching a TOB, submit in writing to the Independent Committee of Outside Directors the information set forth in Appendix 2 which is necessary to examine the content of the Acquisition (the “Necessary Information”) and a declaration that the Acquirer will comply with the procedures stipulated in this Policy (together with the Necessary Information, the “Acquisition Description”).

1 Including holders under the Financial Instruments and Exchange Act, Article 27-23(3) 2 Defined in the Financial Instruments and Exchange Act, Article 27-23(4), the same applies below unless otherwise specified 3 Defined in the Financial Instruments and Exchange Act, Article 27-23(1), the same applies below unless otherwise specified 4 Defined in the Financial Instruments and Exchange Act, Article 27-2(6) 5 Defined in the Financial Instruments and Exchange Act, Article 27-2(7), provided that the persons stipulated in item 1 of such Article 27-2(7) are excluded except for those persons provided for under the Cabinet Order Article 3(2) regarding disclosure of the TOB by persons other than the issuer 6 Defined in the Financial Instruments and Exchange Act, Article 27-2(8), the same applies below unless otherwise specified 7 Defined in the Financial Instruments and Exchange Act, Article 27-2(1) 8 Defined in the Financial Instruments and Exchange Act, Article 27-2(1)

178 Eisai Co., Ltd. Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders

If the Independent Committee of Outside Directors determines that the content of the relevant Acquisition Description is insufficient to meet the requirements set forth for the Necessary Information, the Independent Committee of Outside Directors may request the Acquirer to submit additional Necessary Information, setting a specific deadline if appropriate. In this circumstance, the Acquirer will submit the remaining Necessary Information by the deadline. If the Independent Committee of Outside Directors believes that the Acquirer started the Acquisition without complying with the procedures stipulated in this Policy, the Independent Committee of Outside Directors, in principle, will propose to the Board of Directors to issue the Rights in accordance with 3.3)(1) below, unless there is a special situation in which the Independent Committee of Outside Directors may continue to discuss and negotiate with the Acquirer who is requested to submit the Acquisition Description (including the Necessary Information). 2) Examination of the Acquisition Content of the Relevant Acquirer, Negotiation with Acquirer, and Presentation of an Alternative Proposal to All of the Shareholders by the Independent Committee of Outside Directors If the Acquirer submits an Acquisition Description and sufficient Necessary Information including additional Necessary Information requested by the Independent Committee of Outside Directors, the Independent Committee of Outside Directors of the Company may, as necessary, also request the Representative Corporate Officer and CEO of the Company to submit, within thirty (30) days, opinions on the content of the Acquisition by the Acquirer and materials that show the grounds for such opinions, alternatives and other necessary information, and materials that the Independent Committee of Outside Directors appropriately regards as necessary. The Independent Committee of Outside Directors will collect, compare, etc., the information related to the investigation and examination of the content of the Acquisition of the Acquirer, the investigation and examination of any alternative proposal submitted by the Representative Corporate Officer and CEO of the Company, and the business plans, etc., of the Acquirer and the Representative Corporate Officer and CEO of the Company, in principle, for sixty (60) days (however, the Independent Committee of Outside Directors can extend the period up to ninety (90) days in accordance with 3.3)(3) below) after the receipt of the Necessary Information and materials from the Acquirer and the Representative Corporate Officer and CEO (the “Examination Period”). The Independent Committee of Outside Directors will, if necessary, directly or indirectly, negotiate with the Acquirer, and present to all of the shareholders of the Company the alternative proposal submitted by the Representative Corporate Officer and CEO of the Company. The Independent Committee of Outside Directors can, at its discretion, obtain advice from third parties independent from the Company Management (including financial advisors, CPAs, lawyers, consultants and other specialists) at the Company’s expense in order to ensure that the decision of the Independent Committee of Outside Directors is reasonable. The Acquirer shall not initiate an Acquisition before the end of the Examination Period. 3) Resolution of the Independent Committee of Outside Directors The Independent Committee of Outside Directors will take the following procedures: (1) I n such case that an Acquirer has not complied with the procedures set forth in 3.1) and 2) above, unless the Independent Committee of Outside Directors determines that 3.3)(2) or (3) below is applicable, the Independent Committee of Outside Directors will, in principle, propose to the Board of Directors to issue the Rights without regard to whether it is during or after the Examination Period. However, if there is a change in the facts relating, etc., to the premises of the decision, the Independent Committee of Outside Directors may revise its decision including the cancellation of the issuance of the Rights. (2) I f the Independent Committee of Outside Directors finds, as a result of the examination of the Acquisition content of the Acquirer and negotiation with the Acquirer, that the purchase by the Acquirer will meet all of the criteria stipulated in 4.1) through 9) below, the Independent Committee of Outside Directors will resolve not to issue the Rights without regard to whether it is during or after the Examination Period. In connection with such resolution of non-issuance of the Rights, the Board of Directors will not examine whether or not the Rights are to be issued. If the facts underlying the determination change, the Independent Committee of Outside Directors may revise its decision including proposing to issue the Rights. (3) I f the Independent Committee of Outside Directors does not advise the Board of Directors either to issue or not to issue the Rights by the end of the original Examination Period, the Independent Committee of Outside Directors may resolve that the Examination Period will be extended to the extent necessary to examine the content of the Acquisition of the Acquirer, negotiate with the Acquirer, request the submission of and examine an alternative proposal, etc. (after such extension, the same procedure will apply to subsequent extensions). If the Examination Period is extended based on the above resolution, the Independent Committee of Outside Appendix Directors will continue to examine the content of the Acquisition of the Acquirer, and, if necessary, negotiate with the Acquirer, request the submission of and examine an alternative proposal, etc., and will endeavor to propose to issue the Rights or determine not to issue them, or present to all of the shareholders of the Company an alternative proposal, etc., during the extended period.

The 108th Ordinary General Meeting of Shareholders 179 Appendix Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders

4) Resolution of the Board of Directors If the Board of Directors receives the above-mentioned proposal from the Independent Committee of Outside Directors to issue the Rights, it shall make such resolution without delay. However, if the facts underlying the determination change, the Board of Directors may make another determination. If the Independent Committee of Outside Directors resolves to not issue the Rights, as stated in 3.3)(2) above, the Board of Directors will not examine whether or not the Rights are to be issued. 5) Disclosure of Information In adopting this Policy, the Company will disclose on a timely basis the information with respect to the following items relating to the status of the progress of each of the procedures of this Policy as well as to matters the Independent Committee of Outside Directors and the Board of Directors of the Company think to be appropriate, in accordance with the laws and regulations or the financial instruments exchanges’ rules, regulations, etc. (1) The relevant acquisition under the above 2.1) or 2.2); (2) T he submission of the Acquisition Description from the Acquirer, and matters within the Necessary Information and other information that the Independent Committee of Outside Directors determine as appropriate; (3) T he commencement of the examination by the Independent Committee of Outside Directors, and the extension of the Examination Period (including the period and the reason); (4) T he proposal of the Independent Committee of Outside Directors to issue the Rights, the summary thereof, the reasons for the decision that the Rights should be issued, and other items determined as appropriate by the Independent Committee of Outside Directors; (5) T he Board of Directors’ resolution to issue the Rights, the summary thereof, the reasons for such decision, and other items determined as appropriate by the Board of Directors; (6) T he Independent Committee of Outside Directors’ resolution that the rights would not be issued, the summary thereof, the reasons for the decision that the Rights should not be issued, and other items determined as appropriate by the Independent Committee of Outside Directors; (7) T he items recognized as necessary by the Independent Committee of Outside Directors in the event of the occurrence of changes to the facts related, etc., to the premises of the decision for the resolution in the above (4) or (6) and the Independent Committee of Outside Directors revises its decision, including the cancellation of the issuance of the Rights or the proposal to issue the Rights; and (8) T he items recognized as necessary by the Board of Directors in the event of the occurrence of changes to the facts related, etc., to the premises of the decision for the resolution in the above (5) and the Board of Directors revises its decision.

4. Criteria for Advice on the Issuance of the Rights The Independent Committee of Outside Directors will, in principle, advise the Board of Directors to issue the Rights unless the Independent Committee of Outside Directors decides that the Acquisition subject to this Policy satisfies all the criteria described below: 1) The Acquisition is conducted in accordance with procedures stipulated in this Policy; 2) T he Acquisition will not cause damage to the Company’s corporate value and the common interests of the shareholders by the following: (1) Accumulating shares with the intent of requiring the Company to buy them back at a higher price; (2) T emporarily taking control of the management of the Company and running the Company in the interests of the Acquirer at the expense of the Company, such as acquiring the Company’s important assets at low prices; (3) P ledging assets of the Company as collateral for debts of the Acquirer or its group companies or using the Company’s funds to repay such debts; or (4) T emporarily taking control of management of the Company and selling valuable assets that are currently not related to the Company’s businesses and declaring temporarily high dividends with profits from the disposition, or selling the shares at a higher price after the share price rose due to temporarily high dividends; 3) T he Acquisition would not coerce shareholders into selling their shares in situations such as two-tiered takeovers (takeovers that coerce shareholders into accepting a higher priced front-end tender offer by setting unfavorable terms or not specifically indicating terms for the back end of the transaction, without offering to buy all shares at the front end); 4) T he Acquisition gives the Company a reasonable period of time to make proposals for alternatives to the subject Acquisition; 5) T he Acquisition provides, or sufficiently provides, in light of the current or future shareholding rate or other relevant information of such Acquirer, the shareholders of the Company with information to examine the substance of the Acquisition, such as summary information of the Acquirer (including the information set forth in Appendix 2, Section 1), how the price for the Acquisition was calculated (including the information set forth in Appendix 2, Section 3),

180 Eisai Co., Ltd. Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders

evidence of the funds for the Acquisition (including the information set forth in Appendix 2, Section 4), and management policy, business plan, capital policy and dividend policy after the Acquisition (including the information set forth in Appendix 2, Section 5); 6) T he conditions of the Acquisition (including the information set forth in Appendix 2, Sections 2 and 6) are not insufficient or inadequate, taking into consideration the intrinsic value of the Company; 7) The Acquisition will not violate the applicable laws and the Company’s articles of incorporation; 8) T he acts of the Acquirer as shareholder will not adversely affect the management of the Company and will not materially harm the Company’s corporate value and the common interests of the shareholders; and 9) T he Acquisition will not materially harm the Company’s corporate value and the common interests of the shareholders in accordance with the applicable laws, administrative advice, court decisions or rules of the stock exchanges.

5. Effective Period of This Policy The effective period of the Policy will be one year, starting on July 1, 2018 and ending on June 30, 2019. The Independent Committee of Outside Directors will review the continuation, revision, or abolishment of the Policy each year, in March and after the Ordinary General Meeting of Shareholders. The Independent Committee of Outside Directors will propose the result of that review to the Board of Directors, who will accordingly determine to continue, revise or abolish the Policy. The term of each Company director is one (1) year. Each director is appointed at the ordinary shareholders meeting held every June. Since the Company does not have a staggered board or restrictions on dismissing directors, any director may be appointed or dismissed at a shareholders meeting, and the Board of Directors made up of the directors appointed at such shareholders meeting will receive proposals of the Independent Committee of Outside Directors, and it will be possible for the Board of Directors to resolve to abolish this Policy that the Rights will not be issued. In this regard, the Company believes that this Policy can fully reflect the shareholders’ intentions with regard to adopting, maintaining, continuing or abolishing this Policy. Even during the effective period of this Policy, if necessary, the Company may review or abolish this Policy, or adopt different measures based on the Independent Committee of Outside Directors’ examination.

6. Major Terms of the Rights The major terms of the Rights to be issued based on this Policy are as stated below. The Company registers the issuance of Rights in advance to expedite the issuance. 1) Shareholders Subject to the Allocation The Company will allocate one (1) Right per share held by the shareholders (excluding those held by the Company) who are described or recorded on the last shareholders’ list as of the date that the Board of Directors designates as the allocation date (the “Allocation Date”) in the issuance resolution for the Rights (the “Issuance Resolution”). 2) Type and Number of the Shares to Be the Object of the Rights The type of the shares to be the object of the Rights will be common shares of the Company. The number of the shares to be the object of one (1) Right will be one (1) share or a number of shares that the Board of Directors designates in the Issuance Resolution. 3) Total Number of the Rights The maximum number of the Rights will be the same as the total number of the last outstanding shares as of the Allocation Date (excluding the number of common shares held by the Company). 4) Price of Issuing the Rights Free of charge 5) Amount Payable upon the Exercise of Rights The amount payable per Right will be one (1) Japanese Yen. 6) Exercise Period of the Rights The exercise period of the Rights will start on the issuance date of the Rights, as designated by the Board of Directors in the Issuance Resolution, and last for a period between one (1) month and two (2) months as designated by the Board of Directors in the Issuance Resolution. 7) Conditions to Exercise the Rights 9 10 11 (1) (i) S pecific large volume holders [i.e., (A) the holders of shares issued by the Company whose shareholding ratio Appendix

9 Including holders under the Financial Instruments and Exchange Act, Article 27-23(3) 10 Defined in the Financial Instruments and Exchange Act, Article 27-23(1), the same applies below unless otherwise specified 11 Defined in the Financial Instruments and Exchange Act, Article 27-23(4)

The 108th Ordinary General Meeting of Shareholders 181 Appendix Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders

exceeds 20% or more or who are approved to be the holders of 20% or more by the Board of Directors, or (B) the persons who purchase12 the shares issued by the Company13 by TOB14 and whose shareholding15 ratio16 after the purchase plus the shareholding ratio of his/her special interested persons17 will be 20% or more; but excluding persons defined in any of the items (a) through (d) below] as of the date that the Rights are exercised or the Allocation Date; (ii) his or her co-owner18 (when stipulated in item (A) above); (iii) his or her special interested persons (when stipulated in item (B) above); (iv) persons who succeeded to the Rights from the persons under (i) through (iii) above without the approval of the Board of Directors; or (v) persons deemed by the Board of Directors to be substantially the same as the persons under (i) through (iv) above, or controlled by such persons, or under the same control of such persons (hereinafter (i) through (v), collectively called “Specific Large Volume Holders”), are not allowed to exercise the Rights. (a) T he Company, the subsidiaries of the Company (defined in Article 8(3) of the Regulations for the Terminology, Format and Method of Preparation of Financial Statements) or the affiliated companies of the Company (defined in Article 8(5) of the Regulations for the Terminology, Format and Method of Preparation of Financial Statements); (b) A person who has acquired a 20% or greater shareholding without the intent to control the business activities of the Company and is deemed by the Board of Directors to be subject to item (A) or (B) above, and who has become not subject to item (A) or (B) above by disposing of shares of the Company within ten (10) days after becoming subject to item (A) or (B) above (which period may be extended by the Board of Directors); (c) A person who is deemed by the Board of Directors to be subject to item (A) or (B) above for a reason not attributable to the person, such as a purchase of that person’s own shares by the Company (excluding such person who additionally and intentionally purchased shares afterward); and (d) A person whose position as a shareholder, according to the Board of Directors, will not be against the interests of the Company (provided that when a certain requirement that deems the person not to be against the interests of the Company is established by the Company, such requirement is fulfilled). (2) I n addition to the provisions stipulated in (1) above, the Rights may not be exercised by those who do not represent that they are not Specific Large Volume Holders or who fail to submit documents that pledge the matters designated by the Board of Directors. 8) Cancellation of the Rights There are no provisions for reasons or conditions for cancelling the Rights. 9) Assignment of the Rights The assignment of the Rights will require the approval of the Board of Directors. Based on 6.7) above, Specific Large Volume Holders may not exercise the Rights. If Specific Large Volume Holders are able to freely assign the Rights to third parties, the Company would not be able to achieve the purpose of preventing any purchase that will harm the Company’s corporate value and the common interests of the shareholders. Therefore, the transfer of the Rights under this Policy is restricted. However, Specific Large Volume Holders may assign the Rights to a third party approved by the Board of Directors.

7. Impact on Shareholders 1) Impact on Shareholders at the Adoption of This Policy Since the Rights will not be issued at the adoption of this Policy, there will be no specific direct impact on the shareholders’ rights and interests. 2) Impact on Shareholders upon the Issuance of the Rights If the Rights are issued, one (1) Right per share of the Company’s common stock will be allocated, free of charge, to the shareholders as of the Allocation Date that will be separately stipulated in the Board of Directors’ Issuance Resolution. If a shareholder fails to make the relevant payment or to take other relevant procedures regarding the exercise of the Rights during the exercise period, that shareholder’s percentage of shares will be diluted by the other shareholders’ exercise of the Rights.

12 Defined in the Financial Instruments and Exchange Act, Article 27-2(1), the same applies below 13 Defined in the Financial Instruments and Exchange Act, Article 27-2(1) 14 Defined in the Financial Instruments and Exchange Act, Article 27-2(6) 15 Including those stipulated in the Order for Enforcement of the Financial Instruments and Exchange Act, Article 7(1) 16 Defined in the Financial Instruments and Exchange Act, Article 27-2(8), the same applies below 17 Defined in the Financial Instruments and Exchange Act, Article 27-2(7), provided that the persons stipulated in item 1 of such Article 27-2(7) are excluded except for those persons provided for under the Cabinet Order Article 3(2) regarding disclosure of the TOB by persons other than the issuer, the same applies below 18 Defined in the Financial Instruments and Exchange Act, Article 27-23(5), including the persons deemed to be a co-owner under Article 27-23(6) of the Law

182 Eisai Co., Ltd. Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders

Further, the issuance of the Rights will become non-cancellable as of four (4) business days prior to the Allocation Date (including the Allocation Date). The reason for making the Rights non-cancellable as of the Allocation Date is to avoid any loss to shareholders besides the Acquirer due to confusion in the markets or loss of liquidity of the stock. By making the issuance of Rights non-cancellable there is no substantial doubt as to the amount and timing of the dilution of each share. Each share will be diluted but each shareholder will receive at least enough additional shares to offset such dilution. The shareholding percentage of each individual shareholder will either not change or slightly increase. Even after the Independent Committee of Outside Directors decide on the issuance of the Rights, as mentioned in 3.3)(1) above, if changes occur to the facts related, etc., that were the premises for the decision on the offer from the Acquirer, the Independent Committee of Outside Directors may revise its decision, including the cancellation of the issuance of the Rights. If the issuance of the Rights is cancelled, since there would then be no dilution of the value of each of the Company’s shares, investors who purchased or sold shares on the assumption that there would be such a dilution may incur losses depending on the change of the value of the shares. 3) Necessary Procedures for Shareholders after the Issuance of the Rights (1) Recording or Describing in the List of Shareholders If the Board of Directors resolves that the Rights will be issued, the Company will publish the Allocation Date of the Rights. The Rights will be allocated to all shareholders who are described or recorded on the final list of shareholders as of the Allocation Date. (2) Procedure of Application for the Rights The Company will send the allocation notification of the Rights and the application form for the Rights to the shareholders who are described or recorded on the final list of shareholders as of the Allocation Date. The shareholders will be required to apply for the subscription of the Rights by properly filling in the form, placing a seal and submitting the form to the application-handling agent during the application period that was separately decided by the resolution of the Board of Directors. If the shareholders fail to make an application during the application period, they will lose the application rights and will not be able to subscribe for the Rights. (3) Procedure for Exercise of the Rights The Company will send the Rights exercise document (its form will be as specified by the Company and will contain the pledge by the shareholder that the shareholder is not a Specific Large Volume Holder) and other documents that are necessary to exercise the Rights to the shareholders who applied for the Rights during the application period. After exercising the Rights, one (1) common share or another number of common shares that is separately designated by the Issuance Resolution per Right will be issued, on the condition that during the exercise period, the shareholders will submit the Rights exercise document designated by the Company and pay one (1) Japanese Yen per Right to the payment-handling agent.

In addition to the above, the details of the methods for the application, the transfer of the registration of shares, payment, etc., will be published or notified to the shareholders after the resolution to issue the Rights. Please confirm the contents of such publication or notification. The procedures of issuance and exercise of the Rights are, in principle, as stated above. However, the Board of Directors may take other procedures for issuance and exercise to the extent permitted by the laws and regulations at the time of issuance or exercise in order to avoid disadvantages to shareholders who do not subscribe to or exercise the Rights. In this case, the details of the necessary items will be also published or notified to the shareholders. Please confirm the contents of such publication or notification.

8. Satisfaction of the Requirements of Guidelines related to Takeover Defense Measures This Policy is in accordance with the three (3) principles ((i) the principle of the protection and enhancement of the common interests of shareholders, (ii) the principle of prior disclosure and shareholder intent, and (iii) the principle of ensuring necessity and appropriateness) established by the “Guidelines related to Takeover Defense Measures to Protect and Enhance Corporate Value and the Common Interests of Shareholders” promulgated by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005. This Policy is also based on “Regarding the Existence of Takeover Defense Measures based on Various Recent Changes in the Environment” announced in the Corporate Value Conference held on June 30, 2008.

End Appendix

The 108th Ordinary General Meeting of Shareholders 183 Appendix Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders

Appendix 1

Outline of the Independent Committee of Outside Directors

1. Members All outside directors of the Company 2. Resolution Requirements Resolutions of the Independent Committee of Outside Directors shall be made, in principle, by the majority of all members, who are all required to attend the meeting of the Independent Committee of Outside Directors. In the event that any of the members cannot attend the meeting of the Independent Committee of Outside Directors, resolutions of the Independent Committee of Outside Directors can be made by the majority of present members whose number shall be a majority of all members. 3. M atters to Be Resolved, etc. The Independent Committee of Outside Directors, in principle, shall decide the following matters and advise the Board of Directors on the content of the resolution together with its reason. However, with respect to the resolution for the non-issuance of the Rights and the extension of the Examination Period, the Independent Committee of Outside Directors will not give any advice to the Board of Directors, and the Independent Committee of Outside Directors will decide those matters. Each member of the Independent Committee of Outside Directors shall make their decision from the viewpoint of whether or not the matter will achieve the Company’s corporate value and the common interests of the shareholders, and shall not take into consideration the member’s personal interests or the interests of other directors or Corporate Officers of the Company: (i) Determination of whether an Acquisition is subject to this Policy; (ii) T he information to be provided by the Acquirer and the Representative Corporate Officer and CEO to the Independent Committee of Outside Directors; (iii) Investigation and examination of the content of the Acquisition of the Acquirer; (iv) Negotiation with the Acquirer; (v) E xamination of a proposed alternative to the Acquisition of the Acquirer submitted by the Representative Corporate Officer and CEO and presentation thereof to all of the shareholders; (vi) I ssuance or non-issuance of the Rights, or an extension of the Examination Period by the Independent Committee of Outside Directors; (vii) Adoption, continuance, review, or abolition of this Policy; (viii) Examination and adoption of defense measures against share purchases other than under this Policy; and (ix) Other matters to be determined by the Board of Directors relating to this Policy or the Rights. In making judgments regarding the above matters, the Independent Committee of Outside Directors will make efforts to sufficiently collect the necessary information in order to ensure appropriate judgments. Furthermore, the Independent Committee of Outside Directors may obtain advice from third parties independent from the Company Management, including without limitation financial advisors, CPAs, lawyers, consultants and other experts at the Company’s expense.

184 Eisai Co., Ltd. Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders

Appendix 2

The Necessary Information

(1) A profile of the Acquirer and its group (including its joint holders, its special affiliated persons, cooperators or other members of the partner if the Acquirer is a fund) including its specific name, capital relationship and financial details. For Acquirers who are natural persons, provide such persons’ principal occupation or employment for the past five years through the present, including the principal business and address of any corporation or other organization (“Entity”) in which the occupation or employment is or was conducted, giving the applicable starting and ending dates for each employment, and the age and citizenship of such persons. For Acquirers which are Entities, provide the following for such Entity and each of its significant subsidiaries: principal business of such Entity, the jurisdiction of organization, description of its capital stock and long-term debt financial statements for the past three years, description of any material pending legal proceedings to which such Entity or any of its properties is subject, a brief description of the business conducted, names of all directors and officers. For all Acquirers, disclose if they have been (i) charged or convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors), and if any, the crime committed, the penalty (or other disposition) imposed, and the court involved, or (ii) a party to a judicial or administrative proceeding in the past five years that resulted in, or where the relief sought is, a judgment, decree or final order finding such person in violation of, or enjoining future violations or prohibiting activities related to, the Financial Instruments and Exchange Act or the Commercial Code of Japan, and shall disclose the terms of any such judgment, decree or order; (2) T he purpose, method and terms of the Acquisition (including the type and amount of consideration to be offered, the expected timing of the Acquisition, any related transactions, legality of the Acquisition, and the Acquirer’s belief as to the probability of success of the Acquisition); (3) T he basis of the calculation for the price of the Acquisition (including the facts and assumptions that underlie the calculation, the calculation method, the numerical information which was used for the calculation, the amount of the synergy to be expected from any series of transactions relating to the Acquisition and the basis for such calculations); (4) T he evidence of the funds for the Acquisition (including the specific name of the provider of the funds (including the substantial provider), the manner in which funds will be raised, and the terms of related transactions); (5) T he proposed business policy, business plan, capital policy and dividend policy for the Company after the Acquisition (including a share transfer, transfer of business, merger, demerger, stock-for-stock exchange or stock-for-stock transfer, a sale of assets, a reorganization or liquidation, any change in present capital, dividend rates or policy, indebtedness or capitalization, any change in the present management of the Company, any change in the Company’s corporate structure, business, business policy or business plan, the acquisition or deposition of securities of the Company, any delisting from a stock exchange, or any change in the Company’s constituent documents or any extraordinary transaction); (6) T he proposed policies regarding employees, business partners, customers, local communities in which the Company operates, and other stakeholders after the Acquisition; (7) Situation regarding necessary government approvals, business approvals, and regulatory compliance

measures, consents, agreements and approvals necessary to be obtained from third parties, the Appendix potential application of anti-trust and/or other competition law and other material laws of jurisdictions in which the Company operates or sells products related to the Acquisition; and (8) Other information that the Independent Committee of Outside Directors reasonably deems necessary.

The 108th Ordinary General Meeting of Shareholders 185 Appendix

Frequently Asked Shareholder Questions

How was Eisai’s performance in FY2019?

An increase in revenues was recorded following the continued significant growth of the anticancer agent Lenvima. The Company also recorded ¥76.181 billion (¥65.541 billion in the previous year) as lump-sum payments and milestone payments for specific option rights in accordance with a strategic alliance with U.S.-based Merck & Co. While aggressive investment of resources was made with a focus on BAN2401 – the disease-modifying drug under development as the next-generation Alzheimer treatment – and Lenvima, for which combination therapy with Merck’s anti-PD-1 antibody Keytruda (generic name: pembrolizumab) is being developed, research and development expenses decreased as a result of cost-containment through a partnership model. The increase in selling, general and administrative expenses is primarily from an increase in the payment of split profits to U.S. Merck due to the increase in Lenvima sales. As a result of the above, operating profit increased significantly, and was up 45.7% from the previous fiscal year. Additionally, as a result of the generation of capital losses, etc., for tax purposes at the Company, and other factors, corporate income tax decreased, and profit for the year increased 84.2%, resulting in further earnings growth.

Please refer to 1. Consolidated Performance on pages 102 to 106.

Overview of Consolidated Income (Billions of yen) Change from FY2018 FY2019 previous year Value change (%) Revenue 642.8 695.6 108.2 52.8 Cost of sales 184.5 175.7 95.2 (8.8) Selling, general and administrative 228.2 256.3 112.3 28.1 expenses R&D expenses 144.8 140.1 96.7 (4.7) Operating profit 86.2 125.5 145.7 39.3 Profit before income taxes 89.5 128.1 143.2 38.6 Profit for the year 66.5 122.5 184.2 56.0 Profit for the year attributable to 63.4 121.8 192.1 58.4 owners of the parent

186 Eisai Co., Ltd. What is the situation regarding shareholder returns?

The Company’s dividend policy is to strive to return profits to our shareholders in a stable and sustainable way, through maintaining a healthy balance sheet and comprehensive consideration of the consolidated financial results, dividends on equity attributable to owners of the parent ratio (DOE), and free cash flow. In addition, acquisition of treasury stock will be carried out appropriately after factors such as the market environment and capital efficiency are taken into account. In accordance with this basic policy, the Group has set the year-end dividend at ¥80 per share. With the interim dividend of ¥80 per share, the Group intends to pay the total dividend of ¥160 per share for the year (¥10 higher than the previous year).

Please refer to 3. Basic Policy for Capital Strategy and 4. Dividends on page 39.

Is the Medium-Term Business Plan “EWAY 2025” progressing smoothly?

The Medium-Term Business Plan “EWAY 2025,” which went into effect in FY2016, aims to achieve strategic intents in accordance with the Company’s Corporate Philosophy of contributing to patients. With neurology (nervous system) and oncology (cancer) positioned as the key strategic areas, we are accelerating drug discovery and the maximization of its value as well as building a dementia ecosystem platform.

Please refer to (2) “EWAY 2025”: Main Progress and Initiatives on page 36. Appendix

The 108th Ordinary General Meeting of Shareholders 187 Appendix

What is the status of development of the Alzheimer’s disease treatment aducanumab?

Application has already begun for each module as part of the biologics license application (BLA) in the United States for the anti-amyloid β (Aβ) antibody aducanumab (generic name) for the treatment of early Alzheimer’s disease, developed jointly with Biogen, and we anticipate that the application process will be completed in the second quarter of FY2020. We are in discussions with the regulatory authorities in Japan and Europe in preparation for application.

Please refer to (a) Neurology on page 36.

Can you tell us about the maximization of the product value of the anticancer agent Lenvima?

We are partnering with U.S. Merck for the co-development and co-promotion of the in-house discovered and developed anticancer agent Lenvima, and are working toward value maximization. In addition to contributing to the transformation of treatments for hepatocellular carcinoma as a monotherapy, it has been approved for combination therapy with the anti-PD-1 antibody Keytruda for endometrial carcinoma, its first indication as part of combination therapy. We are working to establish a backbone therapy through the combination of Keytruda and Lenvima.

Please refer to (b) Oncology on page 37.

Is artificial intelligence (AI)

technology being used in business activities?

The Company’s efforts using big data and AI include (1) utilization of genome information in drug discovery research and development of highly effective and safe pharmaceutical products in a short period of time using AI, (2) testing using a disease registration system in clinical research, and (3) self-checks of brain health using digital tools, etc.

Please refer to (c) Construction of Dementia Ecosystem Platforms on page 38.

188 Eisai Co., Ltd. What is the Company’s thinking regarding business activity risks?

The Executive Board and other decision-making bodies regularly discuss the risks and uncertainties faced by the Group, and consider measures to utilize these risks and uncertainties as opportunities, or to mitigate them. The results of consideration are reported to the Board of Directors, which discusses the matters further.

Please refer to 9. Risk Factors on pages 84 to 90.

Do you have a checking system to prevent improprieties?

The Company has established a department specializing in compliance and risk management, under the supervision of the corporate officer responsible for compliance and internal control. The Company works to prevent improprieties through various efforts, including (1) distributing a Compliance Handbook, containing the ENW* Charter of Business Conduct and the code of conduct, to all employees and cultivating a compliance- focused corporate culture through rigorous, thorough training and (2) promoting the creation of global risk management and whistle-blowing systems. In addition, as part of these activities, we are working to strengthen the checking structure by having the Corporate Internal Audit Department conduct audits based on international standards, under the supervision of the corporate officer responsible for internal audits.

Please refer to 7. Compliance Risk Management on pages 80 to 82 and 8. Internal Audit Activities on page 83. * ENW (Eisai Network companies) refers to the corporate group composed of Eisai Co., Ltd., and its subsidiaries and associated companies.

Please tell us about efforts to prevent global warming.

The Company has established its target of “reducing the CO2 emissions of the domestic group by 23% as compared to the level of emissions in

FY2005, by FY2020,” and is proactively working to reduce CO2 emissions, including increasing the rate of introduction of solar power generation and other renewable energy. In January 2020, CDP (an international nonprofit organization in the environmental field) gave the Company an “A” in its Climate Change Appendix Report 2019. “A” is the highest rating.

Please refer to (1) Climate change-related activities on page 92 and the “Received an ’A’ rating (the highest) from CDP in its Climate Change Report 2019” column on page 93.

The 108th Ordinary General Meeting of Shareholders 189 Appendix

Can you tell us about your efforts related to the problem of access to medicines?

The problem of access to medicines refers to circumstances in which people, mainly in emerging countries, who need medicine or medical services are unable to receive them due to poverty or lack of a healthcare system, etc. Since 2013, the Company has been providing diethylcarbamazine (DEC) tablets for the treatment of lymphatic filariasis, a neglected tropical disease, to the World Health Organization (WHO), free of charge. This will be continued in the future as well, until the disease has been eradicated. In August 2019, the CEO gave a lecture titled “Africa will be free from Neglected Tropical Diseases (NTDs)” regarding these efforts of the Company, at an official side event of the 7th Tokyo International Conference on African Development (TICAD7), and delivered a message about eradicating neglected tropical diseases in Africa.

Please refer to the “Efforts against neglected tropical diseases in Africa” column on page 94.

Is Eisai proactively promoting workstyle reforms?

The Company gives attention to promoting healthy and safe workstyles that are not affected by the location or time of work, and do not lead to long working hours. In addition to an at-home work system, a flex-time system, and a discretionary work system, etc., the Company has established a day for promoting the use of paid vacation time and has implemented a system under which employees can take compensation time the day after working late-night overtime.

Please refer to (1) Workstyle Reform Initiatives on page 96.

Is Eisai proactively promoting active participation by women?

The Company issued the “Eisai Diversity Declaration” and has been promoting the development of a climate that enables human assets with different values to play active roles. In Japan in particular, we have been promoting efforts to increase the motivation of women to take on the challenge of becoming female leaders and managers. We are also actively promoting the mid-career recruitment of female managers and manager candidates. Accordingly, the ratio of women in management positions has been rising steadily.

Please refer to (2) Promoting the Active Participation by Women on page 95.

190 Eisai Co., Ltd. What efforts are being made for the improvement of corporate governance?

The Company has adopted a company with a nomination committee, etc., system, which separates functions between management oversight and business execution, and is striving to strengthen the management oversight function of the Board of Directors. Accordingly, the chair of the Board of Directors is an outside director. In addition, the Board of Directors delegates a significant amount of decision-making authority concerning the execution of business to corporate officers, by which the speed and flexibility of business execution are increased. The 11-member Board of Directors includes 7 independent outside directors and focuses on the oversight of management, including business execution processes and decision-making. As described on pages 50 to 58, the Board of Directors evaluates the state of the Company’s corporate governance every year. The result is disclosed as an item within the Board’s Plan, Do, Check, Act (PDCA) cycle, and any issues are dealt with to further enhance corporate governance.

Please refer to (1) Basic Approach to Corporate Governance on page 42.

How is directors and corporate auditors’ remuneration determined?

In the Company, the compensation, etc., of directors and corporate officers is determined by the Compensation Committee, which consists of 3 outside directors. The Compensation Committee has established the Basic Policy Concerning Compensation Paid to Directors and Corporate Officers and examines, throughout the year, various issues concerning the individual compensations, etc., of directors and corporate officers, as well as confirming the level of compensation each year. Directors are only paid a set base compensation, but corporate officers are provided with performance-based compensation in addition to the base compensation, with the stock-based compensation system used for part of it.

Please see pages 73 to 76 for details regarding the compensation systems for directors and corporate officers. The total amount of compensation, etc., per officer with total individual compensation, etc., and total consolidated compensation, etc., in FY2019 of ¥100 million or more is as described on page 77. Appendix

The 108th Ordinary General Meeting of Shareholders 191 Appendix

Should not the Board of Directors include medical and science specialists?

The Company clearly separates functions between management oversight and business execution. Management oversight is handled by the Board of Directors, and business execution is handled by corporate officers. The Company’s Nomination Committee thus emphasizes composing the Board of Directors with individuals who have differing expertise, experience, and backgrounds. This diversity is considered more important than familiarity with the pharmaceuticals industry. In addition, in order to deepen the understanding of the Company’s business activities and business environment further, enhance deliberations by the Board of Directors, and fully utilize the oversight function, outside directors plan and carry out various training sessions as well as opportunities to interact with operational divisions (corporate officers, employees, etc.). For meetings on R&D, access to medicines, etc., in operational divisions, the Company invites outside experts in areas such as cutting-edge technologies and international policy to serve as advisors.

Is there diversity in the outside directors?

The Company’s Corporate Governance Guidelines stipulate that the Board of Directors must consist of diverse directors with differing backgrounds, such as in terms of specialized knowledge and experience. The Nomination Committee has elected directors toward achievement of these guidelines. Since 2000, 35 individuals have FY2019 outside director configuration served as the Company’s outside ersons ith eeriene directors, with the diversity of the in ororate anageent Board of Directors maintained by inane and aonting eerts 1 having it consist of members such egal eerts 1 as business managers, scholars, attorneys, accountants, and others. adei eertsoan 1 rea of eertise ditsinternal ontrol Please see The Diversity of Outside Director Candidates on page 9. adei eertsoreign national 1 rea of eertise ororate goernane

Attributes o te outside directors Others ersons ith eeriene in inane and ororate aonting eerts anageent 1 egal eerts adei eerts 8 te outside directors, are oen and are oreiners.

192 Eisai Co., Ltd. How are outside directors contributing?

The hhc Governance Committee*, which consists solely of outside directors, exercises its management oversight function through proactive dialogue with stakeholders, sharing and discussion of information on the CEO succession plan, corporate governance evaluations, and a variety of other activities aimed at continually enhancing corporate governance. In addition, they oversee the execution of business by the Board of Directors in accordance with their various experiences and different backgrounds, and otherwise contribute to increasing corporate value.

Please refer to (3) FY2019 Efforts Related to Corporate Governance on pages 44 to 58. * In FY2020, the Outside Directors Meeting was renamed the “hhc Governance Committee,” which is clearly positioned as a committee within the Board of Directors.

Are you thinking of stock splits to reduce the unit price of shares?

We believe that lowering stock investment unit prices is an effective way to increase the liquidity of the stock market and encourage participation by a broad investor base. However, when lowering stock investment unit prices, matters such as the future liquidity of the Company’s shares, trends of future share prices and number of shareholders in the future, cost- effectiveness, and other factors should be considered in a comprehensive manner. After doing so, the timing should also be considered carefully. Appendix

The 108th Ordinary General Meeting of Shareholders 193 Appendix Index Index

Access to Medicines Climate Change Initiatives to Improve Access to Medicines····················· 94 Climate Change-related Activities··································· 92

Accounting Auditor Collaboration Status of Accounting Auditor·········································133 Status of Major Contracts··············································116 Independent Auditor’s Report (Consolidated)················156 Independent Auditor’s Report (Nonconsolidated)··········158 Committee Corporate Governance····················································42 aducanumab Nomination Committee Proceedings······························ 62 Neurology �� 36 Audit Committee Proceedings········································ 64 Compensation Committee Proceedings························· 66 Alzheimer’s Disease Operations of the Independent Committee of Neurology ······························································· 36, 108 Outside Directors···························································· 68 Major Topics·································································· 114 Operation of the Compliance Counter and reports to the Audit Committee······································ 80 Articles of Incorporation Status of Accounting Auditor·········································133 Articles of Incorporation·················································161 Compensation Assets Process for Determining Compensation··························67 Assets, etc.····································································103 Compensation Paid to Directors and Corporate Officers···························································73 Audit Status of Accounting Auditor·········································133 Compliance Training Independent Auditor’s Report (Consolidated)················156 Compliance Risk Management······································· 80 Independent Auditor’s Report (Nonconsolidated)··········158 Consumer Healthcare Products B/S Major Consumer Healthcare Products··························198 Consolidated Statement of Financial Position················136 Nonconsolidated Balance Sheet···································149 Contract Status of Major Contracts··············································116 Board of Directors Implementation of Corporate Governance Evaluation···· 50 Corporate Governance Board of Directors Proceedings····································· 60 Corporate Governance····················································42 FY2019 Corporate Governance Evaluation····················· 50 Briefings Corporate Governance Guidelines································165 Dialogues with Individual Shareholders·························· 98 Dialogues with Institutional Investors······························ 99 Corporate Officers Items Pertaining to Corporate Officers··························130 Business to Be Addressed Medium-Term Business Plan “EWAY 2025”···················· 36 Corporate Philosophy Corporate Philosophy····················································· 34 Cash Flow Cash Flow······································································104 COVID-19 Outbreak of the Novel Coronavirus································· 90 CF Cash Flow······································································104 Dayvigo Neurology (Nervous System)·········································108 Changes Major Topics··································································115 Changes in Directors·····················································129 Changes to Corporate Officers······································132 Dementia Construction of Dementia Ecosystem Platforms············ 38 Charter of Business Conduct Dementia cafe································································100 Charter of Business Conduct of Eisai Network Companies····································································· 82 Dialogue Dialogue with Outside Directors and Investors··············· 46 Dialogues with Individual Shareholders·························· 98 Dialogues with Institutional Investors······························ 99

194 Eisai Co., Ltd. Index

Digital Governance Hiring and Developing Digitally-Savvy Human Assets···· 95 Corporate Governance····················································42

Directors Health Items Pertaining to Directors·········································128 Issuance of the Eisai Health Declaration··························97 Activities of Directors·····················································129 hhc Diversity Corporate Philosophy····················································· 34 Utilization of Human Assets············································ 95 The Composition and Roles of the hhc Governance Committee······································································ 44 Dividend Payout Ratio Eisai hhc Hotline····························································101 Consolidated Performance Indicators···························102 Hotline Dividends Eisai hhc Hotline····························································101 Dividends �� 39 Human Assets DOE Utilization of Human Assets············································ 95 Stable and Sustainable Shareholder Returns················· 39 Consolidated Performance Indicators···························102 Human Rights Human Rights Initiatives··················································41 easiit Construction of Dementia Ecosystem Platforms············ 38 Income Revenue and Income·····················································102 Employee Utilization of Human Assets············································ 95 Independence and Neutrality Requirements for the Independence and Environment Neutrality of Outside Directors········································ 33 Consideration for the Environment··································91 Environmental Report 2019············································ 93 Independent Officer Notifications Submittal of “Independent Officer Notifications” to Environmental Protection Policy Stock Exchanges ··························································129 ENW Environmental Protection Policy·····························91 Integrated Report Equfina Integrated Report 2019··················································· 99 Neurology ······································································108 Major Topics·································································· 114 Internal Audit Internal Audit Activities···················································· 83 ESG ESG and SDGs-related Initiatives··································· 40 Internal Control Promotion of Risk Management······································81 EWAY 2025 Medium-Term Business Plan “EWAY 2025”···················· 36 Investments Value-creative Investment Criteria·································· 39 Financial Statements Capital Expenditures·····················································103 Consolidated Financial Statements·······························136 Nonconsolidated Financial Statements·························149 Investors Dialogue with Outside Directors and Investors··············· 46 Financing Dialogues with Institutional Investors······························ 99 Financing and Main Suppliers of Loans to the Group····104 IR

Fycompa Dialogues with Institutional Investors······························ 99 Appendix Neurology ��108 Major Topics··································································115 Lenvima Oncology ��37 Gastrointestinal and Other Disorders Oncology ��110 Gastrointestinal and Other Disorders·····························112 Major Topics·································································· 114

The 108th Ordinary General Meeting of Shareholders 195 Appendix Index

Limitation of Liability Contract Pension Conclusion of Limitation of Liability Contracts with Enhancement of Pension Investment······························97 Director Candidates (Overview of Contract Content)······ 32 Overview of Liability Limitation Contracts with Performance Directors (excluding those serving as executive Consolidated Performance (International Financial directors, etc.)································································129 Reporting Standards)····················································102 Provision Concerning Liability Limitation Contracts with Accounting Auditor·················································135 Performance Indicators Consolidated Performance Indicators···························102 Mail-order Products Consolidated Management Indicators···························107 Mail-order products·······················································199 Pipeline Medium-Term Business Plan Major R&D Pipeline························································108 Medium-Term Business Plan “EWAY 2025”···················· 36 Platforms Museum Tour Construction of Dementia Ecosystem Platforms············ 38 Naito Museum of Pharmaceutical Science and Industry ��101 Policy Policy for Protection of the Company’s Corporate Neurology Value and Common Interests of Shareholders········78, 177 “EWAY 2025”: Main Progress and Initiatives··················· 36 Revenue of Major Products···········································106 Q&A Neurology ��108 Frequently Asked Shareholder Questions·····················186

New Drugs R&D Major R&D Pipeline························································108 Major R&D Pipeline························································108

Non-financial Value Reports Improvement of Non-financial Value······························· 40 Integrated Report 2019··················································· 99 Independent Auditor’s Report (Consolidated)················156 Notes Independent Auditor’s Report (Nonconsolidated)··········158 Notes to Consolidated Financial Statements·················139 Notes to Nonconsolidated Financial Statements···········152 Research & Development Major R&D Pipeline························································108 NouKNOW Construction of Dementia Ecosystem Platforms············ 38 Revenue Major Topics··································································115 Revenue and Income·····················································102

Novel Coronavirus Risks Outbreak of the Novel Coronavirus································· 90 Compliance Risk Management······································· 80 Promotion of Risk Management······································81 Oncology Risk Factors···································································· 84 “EWAY 2025”: Main Progress and Initiatives····················37 Revenue of Major Products···········································106 ROE Oncology (Cancer)·························································110 Medium- to Long-term Return on Equity (ROE) Management·································································· 39 Outside Directors Consolidated Performance Indicators···························102 Diversity of Outside Director Candidates·························· 9 Requirements for the Independence and Neutrality of SDGs Outside Directors···························································· 33 ESG and SDGs-related Initiatives··································· 40 Operations of the Outside Directors Meeting·················· 44 Segments P/L Segment Information·····················································105 Financial Position and Profit/Loss Status······················107 Shareholder Returns Consolidated Statement of Income·······························137 Stable and Sustainable Shareholder Returns················· 39 Nonconsolidated Statement of Income·························150

196 Eisai Co., Ltd. Index

Shareholders Women Ties with Shareholders and Investors····························· 98 Promoting the Active Participation of Women················ 95 Shareholder Composition··············································123 Workstyle Reform Social Workstyle Reform Initiatives············································ 96 Ties with People throughout Society·····························100

Statement of Changes in Equity Consolidated Statement of Changes in Equity··············138

Stock Status of Shares····························································122

Stock Acquisition Rights Status of Stock Acquisition Rights·································126

Stock Options Status of Stock Acquisition Rights·································126

Stock Price Stock Price Trends························································125

Strategic Shareholding Status of the Company’s Cross-shareholdings with Other Companies··························································124

Subsidiaries Status of Major Subsidiaries··········································119 Major affiliated companies and sites······························120

Succession Plan Information Sharing and Discussion Regarding the Succession Plan······························································47

Suppliers of Loans Financing and Main Suppliers of Loans to the Group····104

Support for Balancing Work Support for Achieving Balance Between Work and Childcare/Nursing Care·················································· 96

TCFD Agreement with TCFD Recommendations····················· 93

TICAD7 Efforts against neglected tropical diseases in Africa······· 94

Topics Major Topics·································································· 114

Treasury Stock Appendix Status of Treasury Stock················································123

UN Global Compact Human Rights Initiatives··················································41

The 108th Ordinary General Meeting of Shareholders 197 Appendix Major Consumer Healthcare Products

The Group sells consumer healthcare products* targeting general consumers at pharmacies, drug shops, drugstores, convenience stores, and other retailers. In addition, the Group also conducts a mail-order business. * The Company refers to over-the-counter (OTC) products, quasi-drug products, foods for specified health uses, and foods with nutrient function claims collectively as “consumer healthcare products.”

Chocola BB

Fatigue, rough skin, stomatitis Stomatitis, Blotches, freckles For enhanced skin For iron scratchy throat barrier function supplement (moisture retention)

Chocola BB Chocola BB Chocola BB Chocola BB Chocola BB Chocola BB Plus Pure Mouth Ulcer Repair Shot Lucent C Rich Ceramide Fe Charge Food with Food with nutrient Class III drug Class III drug Class III drug Class III drug function claims function claims (Iron)

Fatigue recovery and prevention For nutritional For refreshment fortification

Chocola BB Chocola BB Chocola BB Chocola BB Chocola BB Chocola BB Sparkling Sparkling Light 2 Royal 2 Hyper Gold Rich Grapefruit & Peach Flavor Kiwi & Lemon Flavor Designated Designated Designated Designated Food with nutrient Food with nutrient quasi-drug product quasi-drug product quasi-drug product quasi-drug product function claims (Niacin) function claims (Niacin)

Travelmin

Prevention and alleviation of dizziness, nausea, and For motion sickness, nausea headaches associated with motion sickness

Travelmin Travelmin Travelmin R Travelmin Travelmin Family Churop Grape Flavor Support Class II drug Class II drug Class II drug Class II drug Quasi-drug product Oral refreshment

Selbelle Saclon

Upset stomach, over-eating, heartburn Heartburn, over-drinking Nausea, stomach pain

Selbelle Stomach New Selbelle Stomach Saclon Saclon Q Medicine (tablet) Medicine Premium (tablet) Class II drug Class II drug Class II drug Class II drug

198 Eisai Co., Ltd. Sacloph Nabolin Juvelux

Eliminates bad breath, hangover Eye fatigue, stiff shoulders Stiff shoulders, numbness in the hands and feet Cold hands and feet, stiff shoulders

Sacloph tablets Nabolin S Nabolin EB tablets Juvelux Juvelux α 2 Class III drug Class III drug Class III drug Class III drug Class III drug

Onji-no-Megumi Sahne

Improves forgetfulness in middle age and beyond Rough hands and Rough skin, dry or chapped skin fingers, elbow keratosis

Onji-no- Chocola Sahne Cream Sahne Skin Milk Sahne Megumi Sahne Plus Marketing name: Sahne Cream E Marketing name: Sahne Skin Milk E Skin Lotion Class III drug Class III drug Quasi-drug product Quasi-drug product Quasi-drug product

Veraris Seabond Etak

Rough skin Sheet-type denture adhesive Kills viruses and bacteria

Veraris Marketing name: Medicated Veraris (For upper teeth) (For lower teeth) Etak Etak Etak Quasi-drug product Controlled Controlled Antibacterial Spray Antibacterial Antimicrobial medical device medical device (for masks) Spray α Wet Wipes

Mail-order products Helcare Bi Chocola Juvela

For high blood A combination of the 3 Domestically produced Vitamin E and Vitamin E and Nutritional supplement pressure major beauty ingredients young barley leaves 8 types of 8 types of polyphenol for muscle fatigue, (Vitamin C, collagen, + low-molecular polyphenol + EPA/DHA compound nutritional fortification coenzyme Q10) collagen compound

Collagen Juvela Zeitaku Juvela Zeitaku Juvela Zeitaku Bi Chocola Green Juice Polyphenol Polyphenol Kiwami Royal Helcare Food with nutrient Food with nutrient Food with nutrient Food with nutrient Marketing name: Juvela Royal Food for specified function claims function claims function claims function claims Designated

health uses (Vitamin C/Vitamin B2/Niacin) (Vitamin C) (Vitamin E) (Vitamin E) quasi-drug product Appendix

Mail-order sales direct phone number (Contact) Mail-order sales website 0120-831-260 (toll free) https://shop.eisai.jp (Japanese) Hours: 9:00 A.M. to 9:00 P.M. Excluding the year-end and New Year * Eisai Mail-order Sales Search holidays (December 30 through January 3)

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The 108th Ordinary General Meeting of Shareholders 199 About the Website

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