Notice of Convocation of the 108Th Ordinary General Meeting of Shareholders
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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 of Notice 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. Status 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 Convocation of Notice 136 for the 108th Fiscal Year Financial Statements 149 for the 108th Fiscal Year Audit Reports 156 Documents Reference 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 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 Financial Consolidated 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? StatementsFinancial 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? ReportsAudit 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 The 108th Ordinary General Meeting of Shareholders 3 Notice of Convocation This Page Intentionally Left Blank 4 Eisai Co., Ltd. Notice of Convocation of Notice This Page Intentionally