Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns, by
distributing steadily growing dividends on its common share and other ways after taking into consideration
the business results and expected future environment of the Company, subject to the Company having
provided sufficient capital to meet the business needs of Tokio Marine Group.
In accordance with the above policy, and considering various factors, the Company proposes to pay 40 yen
per share of the Company as a year-end cash dividend. As 30 yen per share was paid as an interim cash
dividend, the total amount of annual cash dividends will be 70 yen per share for the fiscal year ended March
31, 2014. This is an increase of total annual cash dividends of 15 yen per share from 55 yen per share paid
for the previous fiscal year.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 40 yen
Aggregate amount of cash dividends: 30,688,714,440 yen
2. Effective date of the distribution of dividends
June 24, 2014

Item 2. Election of Ten (10) Directors
The term of office of all 10 directors will expire at the close of this Meeting. For the next term, theelection of the following 10 directors is proposed.

4

The candidates for directors are as follows:
Name(Date of birth)01.

Shuzo Sumi
(July 11, 1947)

Brief personal history, position, responsibilities andother major occupations
April
June

1970 Joined Tokio Marine
2000 Director and Chief Representative in London,
Overseas Division of Tokio Marine
June
2002 Managing Director of Tokio Marine
Oct.
2004 Managing Director of Tokio Marine & NichidoJune2005 Senior Managing Director of Tokio Marine &NichidoJune
2007 President of Tokio Marine & NichidoJune2007 President of Tokio Marine HoldingsJune2013 Chairman of the Board of Tokio Marine & Nichido(to present)June2013 Chairman of the Board of Tokio Marine Holdings(to present)(Other major occupations)
Chairman of the Board of Tokio Marine & Nichido
02. Tsuyoshi Nagano April 1975 Joined Tokio Marine(November 9, 1952) June
2003 Executive Officer and General Manager of Nagoya
Production Dept. III, Tokai Division of Tokio
MarineOct.
2004 Executive Officer and General Manager of Nagoya
Production Dept. III of Tokio Marine & Nichido
June2006 Managing Executive Officer of Tokio Marine &NichidoJune2008 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune2008 Director of Tokio Marine HoldingsJune2009 Retired from his position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &NichidoJune
2011 Senior Managing Director of Tokio Marine
Holdings
Feb.
2012 Senior Managing Director and General Manager ofInternational Business Development Dept. of
Tokio Marine HoldingsJune2012 Executive Vice President of Tokio Marine &NichidoJune
2012 Executive Vice President and General Manager ofInternational Business Development Dept. of5

Number of theCompany’s
shares held
22,505 shares

18,400 shares

Tokio Marine HoldingsJune2013 President of Tokio Marine & Nichido (to present)June2013 President of Tokio Marine Holdings (to present)(Other major occupations)
President of Tokio Marine & Nichido
03.
Masashi Oba
April 1978 Joined Tokio Marine
9,600 shares(February 13, 1955) June2007 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune2009 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
June2010 Managing Director of Tokio Marine & NichidoJune2010 Managing Director of Tokio Marine HoldingsJune2013 Retired from his position as Managing Director of
Tokio Marine & Nichido
April 2014 Senior Managing Director of Tokio Marine
Holdings (to present)(Responsibilities)
Chief Financial Officer (CFO)In charge of Corporate Planning Dept., Domestic Business
Development Dept., Personnel Planning Dept. and IT Planning
Dept.
04.
Hirokazu Fujita
April 1980 Joined Tokio Marine
8,750 shares(May 12, 1956)
June
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
June2012 Managing Director and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune
2012 Managing Director and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
July
2013 Managing Director of Tokio Marine & Nichido (topresent)
July
2013 Managing Director of Tokio Marine Holdings (topresent)(Responsibilities)
In charge of Financial Planning Dept. and Corporate Accounting
Dept.
(Other major occupations)6Managing Director of Tokio Marine & Nichido
05.
Takashi Ito
April 1980 Joined Tokio Marine(May 19, 1957)
June
2011 Executive Officer and General Manager ofCorporate Planning Dept. of Tokio Marine
Holdings
June2013 Managing Director of Tokio Marine & Nichido (topresent)June2013 Managing Director of Tokio Marine Holdings (topresent)(Responsibilities)
Chief Risk Officer (CRO)In charge of Risk Management Dept., Legal Dept., Internal
Control Dept. and Internal Audit Dept.
(Other major occupations)Managing Director of Tokio Marine & Nichido
06.
Kunio Ito
April 1980 Assistant Professor, Faculty of Commerce and(December 13, 1951)
Management, Hitotsubashi University
April1984 Associate Professor, Faculty of Commerce andManagement, Hitotsubashi University
April 1992 Professor, Faculty of Commerce and Management,
Hitotsubashi University
Aug. 2002 Dean, Graduate School of Commerce andManagement/Faculty of Commerce andManagement, Hitotsubashi University
June2004 Audit & Supervisory Board Member of Tokio
Marine (outside audit & supervisory board
member)Oct.
2004 Audit & Supervisory Board Member of Tokio
Marine & Nichido (outside audit & supervisoryboard member)
Dec. 2004 Board Member/Executive Vice President of
Hitotsubashi University
Dec. 2006 Professor, Graduate School of Commerce andManagement, Hitotsubashi University (to present)June2009 Retired from his position as Audit & Supervisory
Board Member of Tokio Marine & Nichido(outside audit & supervisory board member)June2009 Director of Tokio Marine Holdings(outside director, to present)(Other major occupations)
Professor, Graduate School of Commerce andManagement, Hitotsubashi University
Director of Mitsubishi Corporation (outside director)
Director of Sumitomo Chemical Company, Limited (outside

7

800 shares

5,300 sharesdirector)
Director of Seven & i Holdings Co., Ltd. (outside director)
Director of Akebono Brake Industry Co., Ltd.
(outside director)
Director of Kobayashi Pharmaceutical Co., Ltd.
(outside director)
07.
Akio Mimura
April 1963 Joined Fuji Iron and Steel Co., Ltd.
3,600 shares(November 2, 1940) June
1993 Director of Nippon Steel Corporation
April 1997 Managing Director of Nippon Steel Corporation
April 2000 Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel CorporationJune
2010 Director of Tokio Marine Holdings(outside director) (to present)Oct.
2012 Director, Member of the Board and Senior Advisorof Nippon Steel & Sumitomo Metal CorporationJune
2013 Senior Advisor of Nippon Steel & Sumitomo Metal
Corporation
Nov. 2013 Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation (to present)(Other major occupations)
Senior Advisor, Honorary Chairman of Nippon Steel &Sumitomo Metal Corporation
Director of Japan Post Holdings Co., Ltd. (outside director)
Director of Development Bank of Japan Inc. (outside director)
Director of the Innovation Network Corporation of Japan(outside director)
Director of Nisshin Seifun Group Inc. (outside director)
Chairman of The Japan Chamber of Commerce and Industry
Chairman of The Tokyo Chamber of Commerce and Industry
08.
Mikio Sasaki
April 1960 Joined Mitsubishi Corporation
1,300 shares(October 8, 1937) June
1992 Director of Mitsubishi Corporation
June
1994 Managing Director of Mitsubishi Corporation
April 1998 President of Mitsubishi Corporation
April 2004 Chairman of the Board of Mitsubishi CorporationJune
2010 Director and Senior Corporate Advisor of
Mitsubishi CorporationJune
2011 Senior Corporate Advisor of Mitsubishi
Corporation (to present)June2011 Director of Tokio Marine Holdings (outside
director, to present)8

(Other major occupations)
Senior Corporate Advisor of Mitsubishi Corporation
Director of Mitsubishi Motors Corporation(outside director)
Director of Mitsubishi Electric Corporation(outside director)
Director of Mitsubishi Research Institute, Inc.
(outside director)
09. Kunihiko Fujii(*) April 1978 Joined Tokio Marine(June 18, 1955)
June
2009 Executive Officer and General Manager,
International Business Development Dept. of Tokio
Marine HoldingsJune2012 Managing Director of Tokio Marine Holdings (topresent)
10. Shinichi Hirose(*) April 1982 Joined Tokio Marine(December 7, 1959) June2013 Managing Director of Tokio Marine & Nichido
Life
April 2014 President of Tokio Marine & Nichido Life (topresent)(Other major occupations)
President of Tokio Marine & Nichido Life

8,600 shares

5,875 shares

Notes: 1. There are no special conflicts of interest between the Company and any of the candidates.
2. Dr. Kunio Ito, Mr. Akio Mimura and Mr. Mikio Sasaki are candidates for outside directors.
3. The Company registered Dr. Kunio Ito, Mr. Akio Mimura and Mr. Mikio Sasaki with the Tokyo
Stock Exchange, Inc. as “independent directors/auditors” as defined by the Exchange. Mr.
Akio Mimura concurrently serves as Senior Advisor, Honorary Chairman of Nippon Steel &Sumitomo Metal Corporation (“NSSMC”), which has no business transaction with theCompany. Insurance subsidiaries of the Company conduct insurance-related transactions with
NSSMC; however, these transactions constitute less than 1 percent of the Company’s
consolidated ordinary income. Mr. Mikio Sasaki concurrently serves as Senior Corporate
Advisor of Mitsubishi Corporation, which has no business transaction with the Company.
Insurance subsidiaries of the Company conduct insurance-related transactions with Mitsubishi
Corporation; however, these transactions constitute less than 1 percent of the Company’s
consolidated ordinary income.
4. The reason for proposing Dr. Kunio Ito as a candidate for outside director is that he would be
expected to fulfill his supervisory functions and provide valuable advice based on his insight asa specialist in business management, acquired through many years of involvement in academic
activities. While Dr. Kunio Ito has not been involved in corporate management other than as
an outside director or an outside audit & supervisory board member, we believe that he would
effectively perform his duty as an outside director for the reasons set forth above. The reason
for proposing Mr. Akio Mimura as a candidate for outside director is that he would be expected
to fulfill his supervisory functions and provide valuable advice based on his insight as acompany manager, acquired through many years of experience in a management role. The
reason for proposing Mr. Mikio Sasaki as a candidate for outside director is that he would be

9expected to fulfill his supervisory functions and provide valuable advice based on his insight asa company manager, acquired through many years of experience in a management role.
5. Mr. Mikio Sasaki concurrently serves as an outside director of Mitsubishi Motors Corporation(“Mitsubishi Motors”). Mitsubishi Motors determined that, in March 2011, during Mr. Sasaki's
term as an outside director, it had been using certain equipment at its plants without filingreports required by environmental protection laws, regulations and municipal ordinances. In
March 2012, also during Mr. Sasaki’s term as an outside director, Mitsubishi Motors
determined that it had been processing equipment that uses insulation oil possibly containing
polychlorinated biphenyl (“PCB”) in a manner not in compliance with PCB waste processing
requirements prescribed by environmental protection laws and regulations. Although Mr.
Sasaki was unaware of the problems until they were discovered, prior to the incidents he had
consistently urged the enhancement of compliance measures and called for further attention to
the importance of compliance. After the discovery, Mr. Sasaki led a thorough investigation
into the incidents and implementation of measures to prevent a recurrence of such incidents.
Mr. Mikio Sasaki also concurrently serves as an outside director of Mitsubishi Electric
Corporation (“Mitsubishi Electric”). Mitsubishi Electric determined that, from January to
March 2012, during Mr. Sasaki’s term as an outside director, it had been overcharging orotherwise inappropriately charging the Ministry of Defense, the Ministry of Internal Affairs andCommunications and other institutions, each of which subsequently suspended Mitsubishi
Electric from participating in bidding on public projects, in relation to certain contracts forelectronics system projects. In November 2012, during Mr. Sasaki’s term as an outside
director, Mitsubishi Electric also received a cease and desist order and surcharge payment orderfrom the Japan Fair Trade Commission for violation of the Antimonopoly Act with regard tosales of certain automotive components, and consequently agreed to pay a fine, in a plea
agreement concluded in September 2013 with the United States Department of Justice.
Although Mr. Sasaki was unaware of the problems until they were discovered, prior to theincidents he had consistently urged the enhancement of compliance measures and called forfurther attention to the importance of compliance. After the discovery, Mr. Sasaki led athorough investigation into the incidents and further enhancement of Mitsubishi Electric’s
compliance system to prevent a recurrence of such incidents.
6. Dr. Kunio Ito will have served as an outside director for 5 years at the close of this Meeting.
Mr. Akio Mimura will have served as an outside director for 4 years at the close of this Meeting.
Mr. Mikio Sasaki will have served as an outside director for 3 years at the close of this Meeting.
7. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with Dr. Kunio Ito, Mr. Akio Mimura and Mr.
Mikio Sasaki to limit their liability provided for in Article 423, paragraph 1 of the Companies
Act of Japan. The limitation of liability under the agreement shall be the higher of either 10
million yen or the amount provided in Article 425, paragraph 1 of the Companies Act of Japan.
The Company intends to maintain the agreement if Dr. Ito, Mr. Mimura and Mr. Sasaki areelected as proposed.
8. Mr. Shuzo Sumi is expected to assume his position as an outside director of Toyota Industries
Corporation at the close of the ordinary general meeting of shareholders of Toyota Industries
Corporation scheduled for June 2014. Mr. Shuzo Sumi is expected to assume his position as
an outside director of The Bank of Tokyo-Mitsubishi UFJ, Ltd. at the close of the ordinary
general meeting of shareholders of The Bank of Tokyo-Mitsubishi UFJ, Ltd. scheduled for June
2014.

10

9. Dr. Kunio Ito is expected to assume his position as an outside director of Toray Industries, Inc.
at the close of the ordinary general meeting of shareholders of Toray Industries, Inc. scheduled
for June 2014.
10. Mr. Kunihiko Fujii is expected to assume his position as a Managing Director of Tokio Marine& Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine &Nichido scheduled for June 2014.
11. A “*” indicates that the candidate is a newly appointed candidate who is not currently serving
as a director.

Item 3. Election of Three (3) Audit & Supervisory Board Members
The term of office of Mr. Toshiro Yagi, Mr. Hiroshi Fukuda and Ms. Yuko Kawamoto, all of whom are audit& supervisory board members, will expire at the close of this Meeting.
Accordingly, the election of the following audit & supervisory board members is proposed.
The submission of this item has been approved by the Audit & Supervisory Board.
The candidates for audit & supervisory board members are as follows:
Name(Date of birth)01.

Yuko Kawamoto(May 31, 1958)

02.

Takaaki Tamai(*)(July 5, 1950)

Brief personal history, position andother major occupations
April
Sept.
April

1982 Joined The Bank of Tokyo, Ltd.
1988 Joined McKinsey & Company, Tokyo Office
2004 Professor, Waseda Graduate School of Finance,
Accounting and Law (to present)June2006 Audit & Supervisory Board Member of Tokio
Marine Holdings (outside audit & supervisoryboard member, to present)(Other major occupations)
Professor, Waseda Graduate School of Finance,
Accounting and Law
Director of Mitsubishi UFJ Financial Group, Inc.
(non-management director)
April 1975 Joined Tokio Marine
June
2003 Executive Officer and General Manager, Overseas
Division of Tokio Marine
Oct.
2004 Executive Officer and General Manager in chargeof Asia region of Tokio Marine & Nichido
June2006 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &Nichido11

Number of theCompany’s
shares held
4,300 shares

18,950 shares

June
June
June

2006 Director of Tokio Marine Holdings
2008 Managing Director of Tokio Marine & Nichido
2008 Retired from his position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &NichidoJune
2011 Senior Managing Director of Tokio Marine
Holdings
June2012 Retired from his position as Senior Managing
Director of Tokio Marine & NichidoJune2012 Executive Vice President of Tokio Marine Holdings(to present)June2013 Executive Vice President of Tokio Marine &Nichido (to present)
03.
Akihiro Wani(*) April 1979 Admitted to Japanese Bar (to present)(September 1, 1951) May 1987 Mitsui, Yasuda, Wani & Maeda
Dec. 2004 Linklaters
May 2014 Ito & Mitomi (Morrison & Foerster LLP)
(Other major occupations)
Attorney at law-

Notes: 1. There are no special conflicts of interest between the Company and any of the candidates.
2. Ms. Yuko Kawamoto and Mr. Akihiro Wani are candidates for outside audit & supervisoryboard members.
3. The Company registered Ms. Yuko Kawamoto and Mr. Akihiro Wani with the Tokyo Stock
Exchange, Inc. as “independent directors/auditors” as defined by the Exchange.
4. The reason for proposing Ms. Yuko Kawamoto as a candidate for outside audit & supervisoryboard member is that she would be expected to fulfill her audit functions and provide valuableadvice as a specialist in business management based on her insight acquired through many
years of experience as a consultant and involvement in academic activities. The reason forproposing Mr. Akihiro Wani as a candidate for outside audit & supervisory board member isthat he would be expected to fulfill his audit functions and provide valuable advice as a
specialist in corporate legal affairs based on his insight acquired through many years ofexperience as an attorney-at-law. While Ms. Yuko Kawamoto and Mr. Akihiro Wani have notbeen involved in corporate management other than as an outside director or an outside audit &supervisory board member, we believe that each would effectively perform his or her duties as
an outside audit & supervisory board member for the reasons set forth above.
5. Ms. Yuko Kawamoto will have served as an outside audit & supervisory board member for 8
years at the close of this Meeting.
6. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with Ms. Yuko Kawamoto to limit her liability
provided for in Article 423, paragraph 1 of the Companies Act of Japan. The limitation of
liability under the agreement shall be the higher of either 10 million yen or the amount provided

12

in Article 425, paragraph 1 of the Companies Act of Japan. The Company intends to maintainthe agreement if Ms. Yuko Kawamoto is elected as proposed. The Company also intends toenter into a similar agreement with Mr. Akihiro Wani if he is elected as proposed.
7. Ms. Yuko Kawamoto is expected to retire from her position as an outside director of Japan
Exchange Group, Inc. at the close of the ordinary general meeting of shareholders of Japan
Exchange Group, Inc. scheduled for June 2014.
8. Mr. Takaaki Tamai is expected to retire from his position as an Executive Vice President of
Tokio Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio
Marine & Nichido scheduled for June 2014. Mr. Takaaki Tamai is expected to retire from his
position as an Executive Vice President of the Company at the close of this Meeting.
9. A “*” indicates that the candidate is a newly appointed candidate who is not currently serving as
an audit & supervisory board member.

13