[English Translation]
TOKIO MARINE HOLDINGS, INC.
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo, Japan

Securities Code 8766
June 3, 2024
(Electronic Provision Measures Commencement Date: May 21, 2024)
Notice of Convocation of
the 22nd Ordinary General Meeting of Shareholders
To our shareholders:
Notice is hereby given of the 22nd Ordinary General Meeting of Shareholders of Tokio Marine Holdings,
Inc. (“Tokio Marine Holdings” or the “Company”) which will be held as described below.
Date and Time:

Monday, June 24, 2024 at 10:00 a.m. (reception opens at 8:45 a.m.)

Venue:The AOI Ballroom, second floor, Palace Hotel Tokyo located at 1-1,
Marunouchi 1-chome, Chiyoda-ku, Tokyo

Items to bereported:

1. Business report, consolidated financial statements and the audit reports on
consolidated financial statements prepared by the independent auditor and the
Audit & Supervisory Board, respectively, for fiscal year 2023 (April 1, 2023 toMarch 31, 2024).
2. Non-consolidated financial statements for fiscal year 2023 (April 1, 2023 toMarch 31, 2024).

Proposals to beacted upon:

Item 1. Appropriation of Surplus
Item 2. Election of 15 Directors
Item 3. Election of 1 Audit & Supervisory Board Member
Item 4. Changes in the Amount of Remuneration, etc. for Directors
For the convocation of this General Meeting of Shareholders, the content of theReference Materials etc. for the General Meeting of Shareholders (matters subject
to electronic provision measures) are posted on the following websites (electronic
provision measures) to provide the relevant information electronically. Pleasecheck the websites for the information.

Electronic
provision
measures:Our website:

https://www.tokiomarinehd.com/en/ir/event/meeting.html

Website of theTokyo Stock
Exchange(TSE Listed
Company
Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above URL, and enter the issue name “Tokio Marine Holdings”
or the securities code “8766”. Click on “Basic information” and then select“Documents for public inspection/PR information” to view the documents.

If you are unable to attend on the day, you may exercise your voting rights either via the Internet or by1mail as described in the “Information on Exercise on Voting Rights” on page 3 . Please review the“Reference Materials for the General Meeting of Shareholders” and exercise your voting rights by 5:00
p.m. on Friday, June 21, 2024 (Japan Time).

Sincerely,
Satoru Komiya
President & Chief Executive Officer⚫

If you attend on the day of the meeting, please submit the enclosed voting card to the reception desk.

⚫

Regarding the matters subject to electronic provision measures, pursuant to laws and regulations aswell as Article 16, paragraph 2 of the Company’s Articles of Incorporation, the following are notincluded in the documents provided to shareholders who have requested written delivery.
1. In the Business Report: “(2) Summary of Assets and Earnings of the Group and the Insurance
Holding Company”, “(3) The Group’s Principal Offices”, “(4) The Group’s Employees”, “(5) The
Group’s Principal Lenders”, and “(10) Other Important Matters Concerning the Current State of theGroup” from the section “1. Matters Concerning the Insurance Holding Company”; “(3) Liabilit y
Limitation Agreements and Indemnity Agreements” and “(4) Directors and Officers Liability
Insurance” from the section “2. Matters Concerning Directors and Audit & Supervisory Board
Members”; as well as the sections: “3. Matters Concerning Outside Directors and Outside Audit &Supervisory Board Members”; “4. Matters Concerning Common Shares”; “5. Matters Concerning
Share Acquisition Rights”; “6. Matters Concerning the Independent Auditor”; “7. Basic Policy
Regarding Persons Who Control the Company’s Decisions on Financial Matters and Business
Policies”; “8. System to Assure Appropriate Business Operations”; “9. Items related to Specified
Wholly-owned Subsidiary”; “10. Matters Concerning Transactions with the Parent Company”; “11.
Matters Concerning Accounting Advisers (Kaikei Sanyo)” and “12. Other Matters”
2. Consolidated Financial Statements
3. Non-consolidated Financial Statements
4. Copy of Independent Auditor’s Report on Consolidated Financial Statements
5. Copy of Independent Auditor’s Report on Non-consolidated Financial Statements
6. Copy of the Audit Report of the Audit & Supervisory Board⚫

The Audit & Supervisory Board Members have audited the Business Report that is included in thewriting to be provided to shareholders who requested written delivery, and they have also audited
the documents in items 1. through 3. above. The Independent Auditor has audited the documents initems 2. and 3. above.

⚫

If any of the Reference Materials, etc. for the General Meeting of Shareholders (matters subject toelectronic provision measures) need to be revised, the revisions shall be posted on the websites
above.

(This is an English translation of the notice given by the Company prepared pursuant to Section 5.6 of
the Deposit Agreement, amended as of July 30, 2007, by and among the Company, JPMorgan Chase
Bank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares
evidenced by American Depositary Receipts issued thereunder.)2

Information on Exercising Voting Rights
Notice to Holders of American Depositary Receipts: Please note that the following
instructions are intended for registered holders of ordinary shares. Holders ofAmerican Depositary Receipts should follow the instructions given by JPMorgan
Chase Bank, N.A., Depositary, which are set forth in the ADR Voting Instruction s
Card enclosed herewith.
We ask you to exercise your voting rights by either of the following methods.
We recommend the exercise of voting rights via the Internet.

Via Internet
Please access the website that has been designated by the Company as the website forexercising voting rights (https://evote.tr.mufg.jp/ (in Japanese)) and indicate yourapproval or disapproval by 5:00 p.m. on Friday, June 21, 2024 (Japan Time).
The exercise of your voting rights via the Internet contributes to global environment alsustainability.
We recommend the use of the Internet for the exercise of voting rights. By exercising
voting rights via the Internet, voting card postage costs can be reduced. We will donate
the amount equivalent to the postage costs to NGOs which plant mangroves.
Tokio Marine Group has been working on the Mangrove Planting Project since 1999 andhas planted more than 10,000 hectares in 9 countries so far. In 2019, we announced theMangrove-based Value Co-Creation 100-Year Declaration, which aims to create value by
providing solutions to issues such as preventing global warming, preserving biodiversity,and preventing and mitigating disasters, etc., through planting mangroves together withshareholders and other stakeholders.

Attending the Ordinary
General Meeting of
Shareholders

By Posting Mail
Please return the enclosed voting card
indicating your approval or disapproval sothat it is received by 5:00 p.m. on Friday,
June 21, 2024 (Japan Time).

Please bring the enclosed voting card to
the reception desk on the day of themeeting. The meeting will be held at 10:00
a.m. on Monday, June 24, 2024 (Japan
Time).

For inquiries concerning website access
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division
Telephone: 0120-173-027 (toll-free within Japan)
Hours: 9:00 a.m. - 9:00 p.m. (Japan Time)

To Institutional Investors:“Electronic Voting Platform” managed by ICJ, Inc., a method for exercising the voting rights, will beavailable for institutional investors.

3

Reference Materials for 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 on a
cash dividend basis, while providing sufficient capital to meet the business needs of Tokio Marine Group(the “Group”) and taking into consideration the business results and the expected future businessenvironment, etc. of the Company.
1. Matters concerning year-end dividends
In accordance with the above policy, and considering various factors, the Company proposes to pay a
year-end cash dividend for fiscal year 2023 as follows.
(1) Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 62.5 yen
Aggregate amount of cash dividends: 123,409,150,063 yen(2) Effective date of the distribution of dividends
June 25, 2024
As 60.5 yen per share was paid as an interim cash dividend, the total amount of the annual cash
dividends for fiscal year 2023 will be 123 yen per share. This is an increase of 23 yen per share from 100
yen per share paid in annual cash dividends for fiscal year 2022.
Note: The Company conducted a 3-for-1 stock split on October 1, 2022. Dividends with a record dateprior to the stock split are reflected here in terms of the amount per share equivalent after the stock split(fractions less than 1 yen are rounded to the nearest whole number).
2. Other matters concerning appropriation of surplus
In order to further enhance dividends and to enable flexible capital policies, such as the acquisition andretirement of treasury shares, the Company proposes to reverse its general reserve as follows:(1) Item and amount of surplus to be increased
Retained earnings carried forward: 332,275,662,472 yen(2) Item and amount of surplus to be decreased
General reserve: 332,275,662,472 yen

4Item 2. Election of 15 Directors
The terms of office of all 15 directors will expire at the close of this Meeting. The Company thus
proposes the election of 15 directors. The candidates for directors are as follows:
Name
Tsuyoshi Nagano
For reappointment

Present position at the Company
Chairman of the Board

2

Satoru Komiya
For reappointment

President & Chief Executive
Officer-3

Kenji Okada
For reappointment

Senior Managing Director-

4

Yoichi Moriwaki
For reappointment

Senior Managing Director-

5

Kichiichiro
Yamamoto
For reappointment

Senior Managing Director-

6

Kiyoshi Wada
For reappointment

Managing Director-

7

Takashi Mitachi
For reappointment
Independent

Outside Director

Professor, Graduate Schoolof Management, Kyoto
University

8

Nobuhiro Endo
For reappointment
Independent

Outside Director

Executive Advisor of NEC
Corporation

9

Shinya Katanozaka
For reappointment
Independent

Outside Director

Member of the Board,
Chairman of ANA
HOLDINGS INC.

Emi Osono

Outside Director

Professor, School of Business
Administration, Hitotsubashi
University Business School

Outside Director

Director, Member of the Board
and Senior Advisor of
NIPPON STEELCORPORATIONNo.

1

10 For reappointment
Independent
Shindo11 KoseiFor reappointment
Independent

5

Major occupation and title-

Alan
12 Robert
FeldmanOutside Director

Senior Advisor of Morgan
Stanley MUFG Securities Co.,Ltd.

Outside Director

Attorney-at-law

For reappointment
Independent

Matsuyama
13 Haruka
For reappointment
Independent

Fujita14 Keiko
For new

Managing Executive Officer-

appointment

Shirota
15 Hiroaki
For new-

President & Chief Executive
Officer of Tokio Marine &Nichido Fire Insurance Co.,Ltd.

appointment

Note: The 7 people indicated ‘Independent’ in the above table are candidates for outside directors.

6

Name
Number of theBrief personal history, position, responsibilities and(Date of birth)Company’s
major concurrent posts(Gender)shares held
1. Tsuyoshi Nagano
April 1975 Joined Tokio Marine
93,800 shares(November 9, 1952) June 2003 Executive Officer and General Manager of(Male)
Nagoya Production Dept. III, Tokai Division of
For reappointment
Tokio Marine
Oct. 2004 Executive Officer and General Manager ofNagoya Production Dept. III of Tokio Marine &Nichido Fire Insurance Co., Ltd. (“Tokio
Marine & Nichido”)
June 2006 Managing Executive Officer of Tokio Marine &NichidoJune 2008 Managing Director of Tokio Marine & Nichido
June 2008 Director of Tokio Marine Holdings
June 2009 Resigned as Director of Tokio Marine Holdings
June 2010 Senior Managing Director of Tokio Marine &NichidoJune 2011 Senior Managing Director of Tokio Marine
Holdings
June 2012 Vice President of Tokio Marine & Nichido
June 2012 Vice President of Tokio Marine Holdings
June 2013 President & Chief Executive Officer of Tokio
Marine & Nichido
June 2013 President & Chief Executive Officer of Tokio
Marine Holdings
April 2016 Chairman of the Board of Tokio Marine &NichidoJune 2019 Resigned as Chairman of the Board of Tokio
Marine & Nichido
June 2019 Chairman of the Board of Tokio Marine
Holdings (to present)(Major concurrent posts)
Director of Central Japan Railway Company (outside director)
Director of FUJIFILM Holdings Corporation (outside director)
Vice Chair of KEIDANREN

No.

(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Tsuyoshi Nagano primarily engaged in domestic and overseas
insurance underwriting, corporate planning, and product planning, and he has since served as President& Chief Executive Officer and Chairman of the Board of Tokio Marine & Nichido and the Company.
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that we expect that he7

will leverage his abundant experience and achievements as mentioned above to fulfill a substantial
role in making important business execution decisions and supervising the executio n of duties byother directors as a member of the Board.
Note: On page 35, notes related to Mr. Tsuyoshi Nagano are provided as “Notes common to multiple
candidates.”

8

No.
2.

Name
(Date of birth)(Gender)
Satoru Komiya(August 15, 1960)(Male)For reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April 1983 Joined Tokio Marine
June 2012 Member of the Board, Managing Director andExecutive Officer of Nisshin Fire & Marine
Insurance Co., Ltd. (“Nisshin Fire & Marine”)
March 2015 Resigned as Member of the Board, Managing
Director and Executive Officer of Nisshin
Fire & Marine
April 2015 Executive Officer and General Manager ofCorporate Planning Dept. of Tokio Marine
Holdings
April 2016 Managing Executive Officer of Tokio Marine
Holdings
April 2018 Senior Managing Executive Officer of Tokio
Marine Holdings
April 2018 Senior Managing Director of Tokio Marine &NichidoJune 2018 Senior Managing Director of Tokio Marine
Holdings
June 2019 Chairman of the Board of Tokio Marine &NichidoJune 2019 President & Chief Executive Officer of Tokio
Marine Holdings (to present)
April 2024 Director of Tokio Marine & Nichido (topresent)(Responsibilities)
Group CEO (Group Chief Executive Officer)
Group CCO (Group Chief Culture Officer)
In charge of Corporate Planning Dept. (CEO Office)(Major concurrent posts)
Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
58,100 shares(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Satoru Komiya primarily engaged in domestic insurance
underwriting, human resources, sales planning, and management of the group companies, andsubsequently was responsible for the overseas insurance business as an Executive Officer of theCompany. He currently leads the management of the entire Tokio Marine Group as Group CEO. The
reason for proposing Mr. Satoru Komiya as a candidate for director is that we expect that he willleverage his abundant experience and achievements as mentioned above to fulfill a substantial rolein making important business execution decisions and supervising the execution of duties by other9directors as a member of the Board.
Note: On page 35, notes related to Mr. Satoru Komiya are provided as “Notes common to multiple
candidates.”

10

No.
3.

Name
(Date of birth)(Gender)
Kenji Okada(September 19, 1963)(Male)For reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April 1986 Joined Tokio Marine
April 2018 Executive Officer and General
Manager of Internal Audit Dept. of
Tokio Marine Holdings
April 2019 Managing Executive Officer of
Tokio Marine Holdings
April 2019 Managing Executive Officer of
Tokio Marine & Nichido
June 2019 Managing Director of Tokio Marine& Nichido
June 2019 Managing Director of Tokio Marine
Holdings
April 2022 Senior Managing Director of Tokio
Marine Holdings (to present)
April 2022 Senior Managing Director of Tokio
Marine & Nichido (to present)(Responsibilities)
Group CFO (Group Chief Financial
Officer）
In charge of Corporate Planning Dept.
(except CEO Office, Business Support
Group, Sustainability Division), Global
Communications Dept., Corporate
Accounting Dept.
(Major concurrent posts)
Senior Managing Director of Tokio Marine &NichidoNumber of theCompany’s
shares held
46,900 shares(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Kenji Okada primarily engaged in financial planning,
corporate planning, and international insurance business, and subsequently was responsible
for legal & compliance and risk management as an Executive Officer of the Company.
Currently, he is responsible for the capital strategy of the Group as a Senior Managing
Director of the Company. The reason for proposing Mr. Kenji Okada as a candidate for director
is that we expect that he will leverage his abundant experience and achievements asmentioned above to fulfill a substantial role in making important business execution
decisions and supervising the execution of duties by other directors as a member of theBoard.

11

Note: On page 35, notes related to Mr. Kenji Okada are provided as “Notes common to multiple
candidates.”

12

No.
4.

Name
(Date of birth)(Gender)
Yoichi Moriwaki(September 11,
1965)(Male)For reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1988 Joined Tokio Marine
2018 Executive Officer and General
Manager of Corporate Accounting
Dept. of Tokio Marine Holdings
April2018 Executive Officer and General
Manager of Corporate Accounting
Dept. of Tokio Marine & Nichido
March 2020 Resigned as Executive Officer andGeneral Manager of Corporate
Accounting Dept. of Tokio Marine &NichidoApril
2020 Managing Executive Officer of
Tokio Marine Holdings
June2021 Managing Director of Tokio Marine
Holdings
April2022 Senior Managing Director of Tokio
Marine Holdings (to present)(Responsibilities)
Group CSO (Group Chief Strategy and Synergy
Officer)
In charge of New Business Strategy Dept.,
Healthcare Business Dept., Decarbonization
Business Dept.

Number of theCompany’s
shares held
21,500 shares(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Yoichi Moriwaki primarily engaged in IT planning, humanresources planning, and accounting, and subsequently was responsible for the Group's businessstrategies, synergies, and initiatives for sustainability as an Executive Officer of the Company.
Currently, he is responsible for the Group’s business strategies and synergies as a Senior
Managing Director of the Company. The reason for proposing Mr. Yoichi Moriwaki as a
candidate for director is that we expect that he will leverage his abundant experience andachievements as mentioned above to fulfill a substantial role in making important businessexecution decisions and supervising the execution of duties by other directors as a member ofthe Board.
Note: On page 35, notes related to Mr. Yoichi Moriwaki are provided as “Notes common to multiple
candidates.”

13

No.
5.

Name
(Date of birth)(Gender)
Kichiichiro
Yamamoto(April 8, 1961)(Male)For reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1985 Joined Tokio Marine
2015 Executive Officer and Chief
Representative of Singapore of Tokio
Marine & Nichido
March 2017 Resigned as Executive Officer andChief Representative of Singapore of
Tokio Marine & Nichido
April2017 Executive Officer and General
Manager of Corporate Planning Dept.
of Tokio Marine Holdings
April2018 Executive Officer of Tokio Marine
Holdings
April2020 Managing Executive Officer of Tokio
Marine Holdings
April2023 Senior Managing Executive Officerof Tokio Marine Holdings
April2023 Senior Managing Director of Tokio
Marine & Nichido (to present)June2023 Senior Managing Director of Tokio
Marine Holdings (to present)(Responsibilities)
Head of International Insurance Business
Co-Head of International BusinessIn charge of International Business Development
Dept. (management of North America (HCC,
Delphi, PURE))(Major concurrent posts)
Senior Managing Director of Tokio Marine &NichidoNumber of theCompany’s
shares held
27,300 shares(Reason for nomination as candidate for director)
Since joining Tokio Marine, Mr. Kichiichiro Yamamoto primarily engaged in the international
insurance business and corporate planning, and subsequently served as an Executive Officer of
the Company in charge of international insurance business such as overseas M&A. Currently,
he is responsible for international insurance business as a Senior Managing Director of theCompany. The reason for proposing Mr. Kichiichiro Yamamoto as a candidate for director isthat we expect that he will leverage his abundant experience and achievements as mentioned
above to fulfill a substantial role in making important business execution decisions and14

supervising the execution of duties by other directors as a member of the Board.
Note: On page 35, notes related to Mr. Kichiichiro Yamamoto are provided as “Notes common tomultiple candidates.”

15

No.
6.

Name
(Date of birth)(Gender)
Kiyoshi Wada
(August 10, 1966)(Male)For reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1990 Joined Tokio Marine
2020 Executive Officer and General
Manager, USA, Tokio Marine &NichidoApril
2022 Managing Executive Officer of Tokio
Marine Holdings
April2022 Managing Director of Tokio Marine& NichidoJune2022 Managing Director of Tokio Marine
Holdings (to present)
March 2023 Resigned as Managing Director of
Tokio Marine & Nichido(Responsibilities)
Group COO (Group Chief Operating Officer)
In charge of Corporate Planning Dept. (BusinessSupport Group)

Number of theCompany’s
shares held
17,000 shares(Reason for nomination as candidate for director)
Since joining Tokio Marine, Mr. Kiyoshi Wada primarily engaged in domestic and overseas
insurance underwriting, product planning, and corporate planning, and subsequently was
responsible for the Group’s operations and sustainability initiatives as an Executive Officer of
the Company. Currently, he is responsible for the Group’s operations as a Managing Director of
the Company. The reason for proposing Mr. Kiyoshi Wada as a candidate for director is that we
expect that he will leverage his abundant experience and achievements as mentioned above tofulfill a substantial role in making important business execution decisions and supervising theexecution of duties by other directors as a member of the Board.
Note: On page 35, notes related to Mr. Kiyoshi Wada are provided as “Notes common to multiple
candidates.”

16

No.
7.

Name
(Date of birth)(Gender)
Takashi Mitachi(January 21, 1957)(Male)

Brief personal history, position, responsibilities andmajor concurrent posts

April 1979 Joined Japan Airlines Co., Ltd.
Oct. 1993 Joined Boston Consulting Group
Jan. 1999 Vice President & Partner of Boston
Consulting GroupFor reappointment Jan. 2005 Japan Co-Chair and Vice President & Partner
Independentof Boston Consulting GroupMay 2005 Japan Co-Chair and Managing Director &Senior Partner of Boston Consulting Group
April 2013 Adjunct Professor, Graduate School ofManagement, Kyoto University
Jan. 2016 Senior Partner & Managing Director of Boston
Consulting Group
June 2017 Director of Tokio Marine Holdings (outside
director, to present)
Oct. 2017 Senior Advisor of Boston Consulting Group
April 2020 Professor, Graduate School of Management,
Kyoto University (to present)
Dec. 2021 Resigned as Senior Advisor of Boston
Consulting Group(Major concurrent posts)
Professor, Graduate School of Management, Kyoto
University
Director of Rakuten Group, Inc. (outside director)
Director of SUMITOMO CORPORATION (outside director)
Director of DMG Mori Co., Ltd. (outside director)

Number of theCompany’s
shares held
6,500 shares(Summary of roles he is expected to perform as outside director and reason for nomination of candidatefor outside director)
Mr. Takashi Mitachi is a candidate for outside director. As an outside director, he is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing him as a candidate is that he has properly fulfilled
this expected role since becoming a director of the Company, based on his insight as a specialist in
business management acquired through many years of experience in a consulting firm and amanagement role.
(Independence)
1. The Company plans to file a notification to the Tokyo Stock Exchange advising that Mr. Takashi
Mitachi is an “independent director/auditor” as specified by Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 38 of these reference materials.

17

(Major activities)
1. Mr. Takashi Mitachi attended all 12 board of directors’ meetings held during fiscal year 2023.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on his insight as a specialist in business management acquired throughmany years of experience in a consulting firm and a management role. In addition , as a memberof the Compensation Committee, he has also contributed to the fulfillment of supervisory
functions, including through performance evaluations and establishment of an appropriatecompensation system for the President, directors and executive officers.
Notes: 1. Mr. Takashi Mitachi will have served as an outside director of the Company for 7 years at the closeof this Meeting.
2. On page 35 also, notes related to him are provided as “Notes common to multiple
candidates.”

18

No.
8.

Name
(Date of birth)(Gender)
Nobuhiro Endo
(November 8, 1953)(Male)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1981
2006

Joined NEC Corporation
Senior Vice President and Executive
General Manager of Mobile Network
Operations Unit of NEC Corporation
April 2009 Executive Vice President of NEC
Corporation
June 2009 Executive Vice President and Memberof the Board of NEC Corporation
April 2010 President (Representative Director) of
NEC Corporation
April 2016 Chairman of the Board(Representative Director) of NEC
Corporation
June 2019 Chairman of the Board of NEC
Corporation
June 2019 Director of Tokio Marine Holdings(outside director, to present)
June 2022 Executive Advisor of NEC
Corporation (to present)(Major concurrent posts)
Executive Advisor of NEC Corporation
Director of Sumitomo Pharma Co., Ltd. (outside
director)
Director of Nisshin Seifun Group Inc. (outside
director)
Director of Japan Exchange Group, Inc. (outside
director)
Vice Chair of KEIDANREN

Number of theCompany’s
shares held
9,200 shares(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Nobuhiro Endo is a candidate for outside director. As an outside director, he is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing him as a candidate is that he has properly fulfilled
this expected role since becoming a director of the Company, based on his insight as a specialistin business management acquired through many years of experience in a management role.
(Independence)
1. The Company plans to file a notification to the Tokyo Stock Exchange advising that Mr.

19

Nobuhiro Endo is an “independent director/auditor” as specified by Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 38 of these referencematerials.
3. He concurrently serves as Executive Advisor of NEC Corporation, which conducts systemsrelated and other business transactions with the Company and insurance subsidiaries of theCompany; however, these transactions constitute less than 1% of its consolidated revenue(which corresponds to consolidated net sales) and the Company’s consolidated ordinary income(which corresponds to consolidated net sales), respectively. Insurance subsidiaries of theCompany conduct insurance-related transactions with NEC Corporation; however, thesetransactions constitute less than 1% of its consolidated revenue and the Company’s
consolidated ordinary income, respectively.
(Major activities)
1. Mr. Nobuhiro Endo attended all 12 board of directors’ meetings held during fiscal year 2023.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on his insight as a specialist in business management acquired
through many years of experience in a management role. In addition, as the chair of theCompensation Committee, he has also contributed to the fulfillment of supervisory functions,
including through performance evaluations and establishment of an appropriate compensation
system for the President, directors and executive officers.
Notes: 1. Mr. Nobuhiro Endo will have served as an outside director of the Company for 5 years at
the close of this Meeting.
2. He is scheduled to be appointed as an outside director of Kikkoman Corporation on the dateof its ordinary general meeting of shareholders to be held in June 2024.
3. Japan Exchange Group, Inc. (JPX), where Mr. Endo serves as an outside director, received abusiness improvement order from the Financial Services Agency on November 30, 2020 for
an all-day suspension of all trading on the Tokyo Stock Exchange, caused by a failure that
occurred on October 1, 2020 in the trading system operated by Tokyo Stock Exchange, Inc.,a subsidiary of JPX, which the Financial Services Agency says substantially undermined thetrust of investors and other stakeholders in Japanese financial instruments exchanges. Evenprior to this incident, Mr. Endo had been engaged in making appropriate recommendations
at meetings of the Board of Directors, regarding how to achieve a high level of stability andreliability in market operation. After the incident occurred, he served as a member of theinvestigation committee established by JPX, evaluating and making recommendations on
issues such as the cause of the system failure, the appropriateness of response before andafter the incident occurred, and measures to prevent recurrence. He also reported to theBoard of Directors on the status and results of the committee’s investigation.
4. On page 35 also, notes related to him are provided as “Notes common to multiple
candidates.”

20

No.
9.

Name
(Date of birth)(Gender)
Shinya Katanozaka(July 4, 1955)(Male)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April

1979

Joined ALL NIPPON AIRWAYS CO.,
LTD.
April
2007 Corporate Executive Officer of ALL
NIPPON AIRWAYS CO., LTD.
April
2009 Corporate Executive Officer (joseki
shikkoyakuin) of ALL NIPPONAIRWAYS CO., LTD.
June
2009 Member of the Board of Directors
and Executive Vice President of ALL
NIPPON AIRWAYS CO., LTD.
June
2011 Executive Vice President (jomutorishimariyaku); Corporate
Executive Officer of ALL NIPPONAIRWAYS CO., LTD.
April
2012 Executive Vice President (senmu
torishimariyaku); Corporate
Executive Officer of ALL NIPPONAIRWAYS CO., LTD.
April
2013 Senior Executive Vice President,
Representative Director of ANA
HOLDINGS INC.
April
2015 President & Chief Executive Officer,
Representative Director of ANA
HOLDINGS INC.
April
2015 Director of ALL NIPPON AIRWAYS
CO., LTD.
April
2017 Chairman of ALL NIPPONAIRWAYS CO., LTD.
June
2020 Director of Tokio Marine Holdings(outside director, to present)
March 2022 Resigned as Chairman of ALL
NIPPON AIRWAYS CO., LTD.
April
2022 Representative Director, Chairman of
ANA HOLDINGS INC.
April
2024 Member of the Board, Chairman of
ANA HOLDINGS INC. (to present)(Major concurrent posts)
Member of the Board, Chairman of ANA
HOLDINGS INC.

21

Number of theCompany’s
shares held
3,700 shares

Director of Kirin Holdings Company, Limited(outside director)(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Shinya Katanozaka is a candidate for outside director. As an outside director, he is expected
to make recommendations to our Board of Directors and to play a role in exercising anappropriate supervisory function. The reason for proposing him as a candidate is that he has
properly fulfilled this expected role since becoming a director of the Company, based on his
insight as a specialist in business management acquired through many years of experience in a
management role.
(Independence)
1. The Company plans to file a notification to the Tokyo Stock Exchange advising that Mr.
Shinya Katanozaka is an “independent director/auditor” as specified by Tokyo Stock
Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 38 of these referencematerials.
3. He concurrently serves as Member of the Board, Chairman of ANA HOLDINGS INC., whichholds shares of the Company. Also, Tokio Marine & Nichido, a subsidiary of the Company,
holds shares of ANA HOLDINGS INC. However, the ratio of each of these shareholdings to
the respective total number of issued shares is less than 1%.
4. He concurrently serves as Member of the Board, Chairman of ANA HOLDINGS INC., which
has no business transactions with the Company. Insurance subsidiaries of the Company
conduct insurance-related transactions with ANA HOLDINGS INC.; however, thesetransactions constitute less than 1% of its consolidated net sales and the Company’s
consolidated ordinary income (which corresponds to consolidated net sales), respectively.
(Major activities)
1. Mr. Shinya Katanozaka attended all 12 board of directors’ meetings held during fiscal year2023.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on his insight as a specialist in business management acquired
through many years of experience in a management role. In addition, as the chair of theNomination Committee, he has also contributed to the fulfillment of supervisory functions,
including through nominations of the President, directors, audit & supervisory board members
and executive officers.
Notes: 1. Mr. Shinya Katanozaka will have served as an outside director of the Company for 4 years
at the close of this Meeting.
2. All Nippon Airways Co., Ltd., where he serves as Chairman, had an inappropriate situation
reoccur when on November 7, 2019, despite having previously received administrative
guidance due to inappropriate situations concerning alcohol consumption among its flight22

crew, there was an incident in which a captain had drunk alcohol resulting in interferencewith his flight duties. On May 1, 2020, All Nippon Airways Co., Ltd. received anadministrative order from the Ministry of Land, Infrastructure, Transport and Tourism to
improve its business, based on a finding of impediments to transportation safety, convenientservice for users, and other public interests. Regarding the inappropriate situation, Mr.
Katanozaka has developed initiatives for the reform of group employees’ mindset andreinforcement and support of self-management of group employees, such as implementationof education programs on alcohol and counselling, in addition to making flight rules more
stringent and strengthening alcohol testing systems, etc. After recognizing the facts of thecase, he has promoted initiatives to ensure more thorough compliance, such as instilling andthoroughly implementing existing measures, as well as instructing on the development offurther measures to prevent reoccurrence of these issues.
3. On page 35 also, notes related to him are provided as “Notes common to multiple
candidates.”

23

No.
10.

Name
(Date of birth)(Gender)Emi Osono(August 8, 1965)(Female)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1988
1998

Joined The Sumitomo Bank, Limited
Visiting Professor (full-time),
Waseda Institute of Asia-PacificStudies
April 2000 Full-time lecturer, School ofInternational Corporate Strategy,
Hitotsubashi University Business
SchoolOct.
2002 Assistant Professor, School ofInternational Corporate Strategy,
Hitotsubashi University Business
SchoolApril 2010 Professor, School of International
Corporate Strategy, Hitotsubashi
University Business School
April 2018 Professor, School of Business
Administration, Hitotsubashi
University Business School (topresent)
June2021 Director of Tokio Marine Holdings(outside director, to present)(Major concurrent posts)
Professor, School of Business Administration,
Hitotsubashi University Business School
Outside Member of the Board of Directors of
TOYOTA MOTOR CORPORATION

Number of theCompany’s
shares held
5,800 shares(Summary of roles she is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Ms. Emi Osono is a candidate for outside director. As an outside director, she is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing her as a candidate is that she has properly
fulfilled this expected role since becoming a director of the Company, based on her insight into
corporate management, acquired through many years of research into corporate strategy, etc.
While she has not been involved in business management other than as an outside director or an
outside audit & supervisory board member, based on her performance since becoming a directorof the Company, we believe that she will effectively perform her duties as an outside director.

24

(Independence)
1. The Company plans to file a notification to the Tokyo Stock Exchange advising that Ms. Emi
Osono is an “independent director/auditor” as specified by Tokyo Stock Exchange, Inc.
2. She fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 38 of these reference materials.
(Major activities)
1. Ms. Emi Osono attended all 12 board of directors’ meetings held during fiscal year 2023.
2. She has fulfilled her supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on her insight into corporate management acquired through many yearsof research into corporate strategy, etc. In addition, as a member of the Nomination Committee, she
has also contributed to the fulfillment of supervisory functions, including through nominations of
the President, directors, audit & supervisory board members and executive officers.
Notes: 1. Ms. Emi Osono will have served as an outside director of the Company for 3 years at theclose of this Meeting.
2. From June 2017 to June 2021, she served as an outside audit & supervisory board memberof Tokio Marine & Nichido, a subsidiary of the Company. She had also served as an outside
director of Nisshin Fire & Marine Insurance Co., Ltd, a subsidiary of the Company (whichbecame a subsidiary in September 2006), from June 2004 to June 2010.
3. On page 35 also, notes related to her are provided as “Notes common to multiple
candidates.”

25

No.
11.

Name
(Date of birth)(Gender)
Kosei Shindo(September 14,
1949)(Male)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April

1973

June

2005

June

2006

April

2007

April

2009

June

2009

Oct.

2012

April

2014

April

2019

June

2023

April

2024

Joined NIPPON STEELCORPORATION
Director (Member of the Board) and
General Manager, Corporate
Planning Division of NIPPON STEELCORPORATION
Director (under the Executive
Management System) and General
Manager, Corporate Planning
Division of NIPPON STEELCORPORATION
Director (under the Executive
Management System) and General
Manager, General Administration
Division of NIPPON STEELCORPORATION
Executive Vice President (under the
Executive Management System) of
NIPPON STEEL CORPORATION
Representative Director andExecutive Vice President of NIPPONSTEEL CORPORATION
Representative Director andExecutive Vice President of NIPPONSTEEL & SUMITOMO METALCORPORATION
Representative Director andPresident of NIPPON STEEL &SUMITOMO METALCORPORATION
Representative Director and Chairman
of NIPPON STEEL CORPORATION
Director of Tokio Marine Holdings(outside director, to present)
Director, Member of the Board andSenior Advisor of NIPPON STEELCORPORATION (to present)

26

Number of theCompany’s
shares held
10,000 shares

(Major concurrent posts)
Director, Member of the Board and Senior
Advisor of NIPPON STEEL CORPORATION
Outside Director of JAPAN POST HOLDINGS
Co., Ltd.
Outside Member of the Board of Directors ofDevelopment Bank of Japan Inc.

(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Kosei Shindo is a candidate for outside director. As an outside director, he is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropr iatesupervisory function. The reason for proposing Mr. Kosei Shindo as a candidate is that he has
properly fulfilled this expected role since becoming a director of the Company, based on his
insight as a specialist in business management acquired through many years of experience in a
management role.
(Independence)
1. The Company will file a notification to the Tokyo Stock Exchange advising that Mr. Kosei
Shindo is an “independent director/auditor” as specified by Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 38 of these referencematerials.
3. Tokio Marine & Nichido, a subsidiary of the Company, holds shares of NIPPON STEELCORPORATION, at which he currently serves as Director, Member of the Board and Senior
Advisor; however the ratio of that shareholding to the total number of issued shares is less than
1%. In addition, NIPPON STEEL CORPORATION does not hold shares of the Company.
4. He concurrently serves as Director, Member of the Board and Senior Advisor of NIPPONSTEEL CORPORATION, which has no business transactions with the Company. Insurance
subsidiaries of the Company conduct insurance-related transactions with NIPPON STEELCORPORATION; however, these transactions constitute less than 1% of its consolidated net
sales and the Company’s consolidated ordinary income (which corresponds to consolidated net
sales), respectively.
(Major activities)
1. Mr. Kosei Shindo attended 9 out of the 10 board of directors’ meetings held during fiscal year
2023 after assuming the position of director.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on his insight as a specialist in business management acquired
through many years of experience in a management role. In addition, as a member of theNomination Committee, he has also contributed to the fulfillment of supervisory functions ,including through nominations of the President, directors, audit & supervisory board members
and executive officers.

27

Notes: 1. Mr. Kosei Shindo will have served as an outside director of the Company for 1 year at theclose of this Meeting.
2. He currently serves as Director, Member of the Board and Senior Advisor of NIPPONSTEEL CORPORATION, and is scheduled to be appointed as Senior Advisor of NIPPONSTEEL CORPORATION on the date of its general meeting of shareholders to be held in
June 2024.
3. On page 35 also , notes related to him are provided as “Notes common to multiple
candidates.”

28

No.
12.

Name
(Date of birth)(Gender)
Robert Alan Feldman(June 12, 1953)(Male)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
Oct.

1983 Economist at the International
Monetary FundMay
1989 Chief Economist for Japan ofSalomon Brothers Asia Securities
Feb.
1998 Managing Director and Chief
Economist of Morgan Stanley Japan
LimitedApril
2003 Managing Director, Head of Equity
Research, and Chief Economist ofMorgan Stanley Japan Limited
Dec.
2007 Managing Director and Head of
Economic Research of Morgan
Stanley Japan LimitedJuly2012 Managing Director, Chief
Economist, and Head of Fixed
Income Research of Morgan Stanley
MUFG Securities Co., Ltd.
March 2014 Managing Director and Chief
Economist of Morgan Stanley
MUFG Securities Co., Ltd.
Jan.
2017 Senior Advisor of Morgan Stanley
MUFG Securities Co., Ltd.(topresent)
June2023 Director of Tokio Marine Holdings(outside director, to present)(Major concurrent posts)
Senior Advisor of Morgan Stanley MUFG
Securities Co., Ltd.

Number of theCompany’s
shares held
0 share(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Robert Alan Feldman is a candidate for outside director. As an outside director, he is expected
to make recommendations to our Board of Directors and to play a role in exercising anappropriate supervisory function. The reason for proposing Mr. Robert Alan Feldman as a
candidate is that he has properly fulfilled this expected role since becoming a director o f theCompany, based on his insight acquired through many years of experience as an economist at
financial institutions.

29

(Independence)
1. The Company plans to file notification to the Tokyo Stock Exchange advising that Mr. Robert
Alan Feldman is an “independent director/auditor” as specified by Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 38 of these referencematerials.
3. He concurrently serves as Senior Advisor of Morgan Stanley MUFG Securities Co., Ltd., which
has no business transactions with the Company. In addition, there are no insurance-relatedtransactions between Morgan Stanley MUFG Securities Co., Ltd. and insurance subsidiaries of
the Company.
(Major activities)
1. Mr. Robert Alan Feldman attended all 10 board of directors’ meetings held during fiscal year
2023 after assuming the position of director.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on his insight acquired through many years of experience as an
economist at financial institutions. In addition, as a member of the Compensation Committee,
he has also contributed to the fulfillment of supervisory functions, including throughperformance evaluations and establishment of an appropriate compensation system for the
President, directors and executive officers.
Notes: 1. Mr. Robert Alan Feldman will have served as an outside director of the Company for 1 year
at the close of this Meeting.
2. On page 35, also , notes related to him are provided as “Notes common to multiple
candidates.”

30

No
.
13.

Name
(Date of birth)(Gender)
HarukaMatsuyama(August 22, 1967)(Female)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April

1995

Appointed as Assistant Judge at
Tokyo District Court
July
2000
Attorney-at-law (to present)
July
2000
Joined Hibiya Park Law Offices
June
2023
Director of Tokio Marine Holdings(outside director, to present)(Major concurrent posts)
Attorney-at-law
Outside Director of Mitsubishi Electric Corporation
Outside Audit & Supervisory Board Member of AGC
Inc.

Number of theCompany’s
shares held
0 share(Summary of roles she is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Ms. Haruka Matsuyama is a candidate for outside director. As an outside director, she is expected
to make recommendations to our Board of Directors and to play a role in exercising anappropriate supervisory function. The reason for proposing Ms. Haruka Matsuyama as a candidate
is that she has properly fulfilled this expected role since becoming a director of the Company,
based on her insight into corporate legal affairs which was acquired through many years ofexperience as an attorney-at-law. While she has not been involved in corporate management otherthan as an outside director or an outside audit & supervisory board member, based on the reasonsdescribed above, we believe that she would effectively perform her duties as an outside director.
(Independence)
1. The Company plans to file notification to the Tokyo Stock Exchange advising that Ms. Haruka
Matsuyama is an “independent director/auditor” as specified by Tokyo Stock Exchange, Inc.
2. She fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 38 of these referencematerials.
(Major activities)
1. Ms. Haruka Matsuyama attended all 10 board of directors’ meetings held during fiscal year
2023 after assuming the position of director.
2. She has fulfilled her supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on her insight into corporate legal affairs which was acquired
through many years of experience as an attorney-at-law. In addition, as a member of theCompensation Committee, she has also contributed to the fulfillment of supervisory functions,
including through performance evaluations and establishment of an appropriate compensation
system for the President, directors and executive officers.
Notes: 1. Ms. Haruka Matsuyama will have served as an outside director of the Company for 1 year at theclose of this Meeting.
2. On page 35 also , notes related to her are provided as “Notes common to multiple candidates.”

31

No.
14.

Name
(Date of birth)(Gender)
Keiko Fujita(February 16,
1968)(Female)For new
appointment

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1990
2021

April

2023

April

2023

April

2024

Joined Tokio Marine
Executive Officer and General
Manager of Shanghai of Tokio Marine& NichidoManaging Executive Officer of Tokio
Marine Holdings (to present)

Number of theCompany’s
shares held
30,900 shares

Managing Executive Officer of Tokio
Marine & Nichido
Managing Director of Tokio Marine &Nichido (to present)(Responsibilities)
In charge of International Business Development
Dept. (management of China and East Asia)(Major concurrent posts)
Managing Director of Tokio Marine & Nichido(Reason for nomination as candidate for director)
Since joining Tokio Marine, Ms. Keiko Fujita primarily engaged in the international insurance
business, domestic insurance underwriting and sustainability. Currently, she is responsible forinternational insurance business in China and East Asia as a Managing Executive Officer. The
reason for proposing Ms. Keiko Fujita as a candidate for director is that we expect that she willleverage her abundant experience and achievements as mentioned above to fulfill a substantial rolein making important business execution decisions and supervising the executi on of duties by otherdirectors as a member of the Board.
Note: On page 35, notes related to Ms. Keiko Fujita are provided as “Notes common to multiple candidates.”

32

No.
15.

Name
(Date of birth)(Gender)
Hiroaki Shirota(December 12,
1969)(Male)For new
appointment

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1992
2022

Joined Tokio Marine
Executive Officer and General
Manager of Corporate Marketing &Planning Dept. of Tokio Marine &NichidoApril
2024 President & Chief Executive Officer of
Tokio Marine & Nichido (to present)(Major concurrent posts)
President & Chief Executive Officer of Tokio Marine& Nichido

Number of theCompany’s
shares held
7,200 shares(Reason for nomination as candidate for director)
Since joining Tokio Marine, Mr. Hiroaki Shirota primarily engaged in the domestic insurance
underwriting, corporate communications and sales planning. Currently, he leads the management of
Tokio Marine & Nichido as President & Chief Executive Officer. The reason for proposing Mr.
Hiroaki Shirota as a candidate for director is that we expect that he will leverage his abundant
experience and achievements as mentioned above to fulfill a substantial role in making importantbusiness execution decisions and supervising the execution of duties by other directors as a memberof the Board.
Note: On page 35, notes related to Mr. Hiroaki Shirota are provided as “Notes common to multiple
candidates.”

33

Item 3. Election of 1 Audit & Supervisory Board Member
The term of office of Mr. Hirokazu Fujita, who is an audit & supervisory board member, will expire at theclose of this Meeting. Accordingly, the election of 1 audit & supervisory board member is proposed as below.
The candidate for audit & supervisory board member is as follows. The submission of this item has been
approved by the Audit & Supervisory Board.
Name(Date of birth)(Gender)
Akira Harashima(November 19,
1960)(Male)For new
appointment

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1984
2014

April

2015

April

2016

April

2019

June

2019

June

2019

April

2022

April

2022

March

2023

June

2023

Joined Tokio Marine
Executive Officer and General
Manager of Corporate Planning Dept.
of Tokio Marine Holdings
Executive Officer of Tokio Marine
Holdings (Head of America)
Managing Executive Officer of Tokio
Marine Holdings
Senior Managing Executive Officer of
Tokio Marine Holdings
Senior Managing Director of Tokio
Marine & Nichido
Senior Managing Director of Tokio
Marine Holdings
Vice President of Tokio Marine
Holdings
Vice President of Tokio Marine &NichidoResigned as Vice President of Tokio
Marine & Nichido
Resigned as Vice President of Tokio
Marine Holdings

Number of theCompany’s
shares held
57,600 shares(Reason for nomination as candidate for audit & supervisory board member )Since joining Tokio Marine, Mr. Akira Harashima primarily engaged in the international
insurance business and corporate planning, and subsequently served as an Executive Officer of
the Company in charge of international insurance business in the Americas, Asia and elsewhere,
and then was responsible for international insurance business. The reason for proposing Mr.
Akira Harashima as a candidate for audit & supervisory board member is that we expect that hewill leverage his abundant experience and achievements as mentioned above to fulfill an
appropriate audit function.
Notes: 1. Mr. Akira Harashima is scheduled to be appointed as an outside audit & supervisory board
member of EXEO Group, Inc. on the date of its ordinary general meeting of shareholders to beheld in June 2024.
2. On page 35 also, notes related to him are provided as “Notes common to multiple candidates.”

34

Notes common to multiple candidates
1. There are no special relationships of interest between the Company and each candidate.
2. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act ofJapan, the Company has entered into agreements with Mr. Takashi Mitachi, Mr. NobuhiroEndo, Mr. Shinya Katanozaka, Ms. Emi Osono, Mr. Kosei Shindo, Mr. Robert Alan
Feldman, and Ms. Haruka Matsuyama, to limit their liability provided for in Article 423,
paragraph 1 of the Companies Act of Japan. The limitation of liability under the agreements
shall be the higher of either 10 million yen or the Minimum Liability Amount provided in
Article 425, paragraph 1 of the Companies Act of Japan. The limitation of liability shall
only apply if the person has acted in good faith and without gross negligence in theperformance of the duties that caused the liability. If the reappointment of each of
candidates is approved, the Company will continue such limitation of liability agreementwith each of them.
3. The Company has entered into a directors and officers liability insurance contract with aninsurance company provided for in Article 430-3, paragraph 1 of the Companies Act ofJapan, which insures the directors, audit & supervisory board members and executive
officers of the Company and its subsidiaries in Japan. The contract covers damages anddefense costs that may arise when the insured assumes liability for the execution of his or
her duties or receives a claim related to the pursuit of such liability. A deductible amount isestablished under the contract, and insured persons are required to cover damages anddefense costs up to a certain amount. The Company intends to maintain this contract ofwhich policy period is scheduled to be expired after this Meeting.
4. On December 26, 2023, during the term of office of Mr. Takashi Mitachi, Mr. NobuhiroEndo, Mr. Shinya Katanozaka, Ms. Emi Osono, Mr. Kosei Shindo, Mr. Robert Alan
Feldman, and Ms. Haruka Matsuyama as outside directors of the Company, Tokio Marine &Nichido, a subsidiary of the Company, received a business improvement order from the
Financial Services Agency under the Insurance Business Act. In the improvement order, theFinancial Services Agency ascertained that the company’s conduct could be considered to
be in violation of the Act on Prohibition of Private Monopolization and Maintenance of Fair
Trade and inappropriate in light of the purpose of the Act, and that there were underlying
systemic issues that led to such conduct. While they each were not aware of the facts of thecase in advance, they had regularly made recommendations at the board of directors’
meetings and other meetings from the viewpoint of strengthening Group governance andensuring legal compliance. After they became aware of the relevant facts, they havefulfilled their responsibilities from the perspective of management control of the Group, bymaking statements, etc. of emphasizing the necessity and importance of thoroughinvestigation and analysis of the root causes. Ms. Emi Osono served as an outside audit &supervisory board member of Tokio Marine & Nichido from June 2017 to June 2021.
Although she was not aware of the facts of the case during her term of office, she had
regularly made recommendations at the board of directors’ meetings and other meetingsfrom the viewpoint of strengthening internal control and ensuring legal compliance.

35

(Reference) Skills of Directors and Audit & Supervisory Board Members after this meeting (expected)
Position and major resposibilities

Legal ・
Compliance

Skills and experiences
Human
Resource
Strategies

Governance ・
RiskManagement

Name

GenderTsuyoshi Nagano

Male

Chairman of the
Board

Satoru Komiya

MalePresident & Chief
Executive Officer

Group CEO (Group Chief
Executive Officer)
Group CCO (Group Chief
Culture Officer)

Kenji Okada

Male

Senior Managing
Director

Group CFO (Group Chief
Financial Officer)✔

✔

Yoichi Moriwaki

Male

Senior Managing
Director

Group CSO (Group Chief
Strategy and Synergy
Officer)✔

✔

Kichiichiro
Yamamoto

Male

Senior Managing
Director

Head of International
Insurance Business
Co-Head of International
Business✔

✔

Kiyoshi Wada

Male

Managing Director

Group COO (Group Chief
Operating Officer)✔

✔

Keiko Fujita

Female Managing Director✔

✔

Hiroaki Shirota

Male

Director✔

Takashi Mitachi

Male

Outside Director✔

✔

Nobuhiro Endo

Male

Outside Director✔

✔

ShinyaKatanozaka

Male

Outside Director✔

✔

Emi Osono

Female Outside Director✔

Kosei ShindoMaleOutside Director✔

✔

Robert Alan
FeldmanMale

Outside Director

✔

✔

✔

HarukaMatsuyama

Female Outside Director

✔

✔

✔

✔

Takayuki Yuasa

Male

Audit & Supervisory
Board Member (fulltime)

✔

✔

✔

✔

✔

Akira Harashima

Male

Audit & Supervisory
Board Member (fulltime)✔

✔

Akihiro Wani

Male

Outside Audit &Supervisory Board
Member✔

✔

Nana Otsuki

Outside Audit &Female Supervisory Board
Member✔

✔

Junko Shimizu

Outside Audit &Female Supervisory Board
Member✔

✔

Corporate
Management

Finance &Economy

✔

✔

✔

✔

Accounting

Environment

Technology

✔

✔

✔

✔

✔

✔

Internationality

Insurance
Business

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

36

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

The Company's View Regarding the Skills of
Directors and Audit & Supervisory Board Members
1. The Tokio Marine Group conducts its businesses on a global scale as an insurance group. In this context,
the Company has established sound and highly transparent corporate governance and internal control
systems, and appropriately governs its group companies, as an insurance holding company which oversees
the group.
2. The Board of Directors of the Company, which is a company with an Audit & Supe rvisory Board, not only
decides on important matters of business execution, but also oversees the execution of duties by Directors.
In order for the Board of Directors to fulfill its role appropriately, it is necessary for the Board as a whole
to possess the necessary skills, based on factors such as the nature of Tokio Marine Group's businesses, its
business development, governance structure, etc. Moreover, the necessary skills will change with thebusiness environment.
3. In order to decide on and oversee important matters of its business execution of the Company, it is firstnecessary to gain a deep understanding of its businesses - in other words, to be closely familiar with
“Insurance Business.”
In addition, skills in the fields of “Finance・Economy,” “Accounting,” “Legal・Compliance,” “Human
Resource Strategies,” “Governance・Risk Management” form the basis for judgment on all matters.
Moreover, as the global environment and technological innovation are becoming an issue for society as awhole in recent years, the importance of skills in “Environment” and “Technology” is increasing.
Furthermore, skills including “Internationality” and “Corporate Management” are especially expected of
Outside Directors. This is because an awareness of the global environment and insight into corporate
management are extremely useful for the Tokio Marine Group, which conducts its businesses on a global
scale.
4. Regarding Audit & Supervisory Board Members, the Audit & Supervisory Board should also be composedof Members collectively possessing the skills required of the Board of Directors above, in order toappropriately audit the execution of duties by Directors. Among these, “Accounting” is designated as aparticularly important skill.
5. The table on the previous page shows the Directors and Audit & Supervisory Board Members (expected)
after this meeting, and the skills they possess. The Company considers that, collectively, they possess thenecessary skills.

37

Reference
Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members

Outside Directors and Outside Audit & Supervisory Board Members of the Company are judged to be
independent from the Company if they do not fall within any of the following categories:(i) an executive of the Company or a subsidiary or affiliate of the Company;(ii) a person who has been an executive of the Company or a subsidiary or an affiliate of the Company
in the past ten years;(iii) a party whose major client or supplier is the Company or a principal business subsidiary of theCompany (a party whose transactions with the Company or a principal business subsidiary of theCompany in the most recent fiscal year amount to 2% or more of its consolidated net sales), or an
executive thereof;(iv) a party who is a major client or supplier of the Company or a principal business subsidiary of theCompany (a party whose transactions with the Company or a principal business subsidiary of theCompany in the most recent fiscal year amount to 2% or more of consolidated ordinary income of theCompany), or an executive thereof;(v) a financial institution or other major creditor which the Company or a principal business subsidiaryof the Company relies on to the extent that it is an indispensable funding so urce that cannot be
replaced, or an executive thereof;(vi) an executive of a corporation or an association or any other organization that receives donations
from the Company or a principal business subsidiary of the Company in excess of a certain amount i n
the most recent fiscal year (10 million yen or 2% of the total revenue of such organization in the mostrecent fiscal year, whichever is larger);(vii) a spouse or relative within the third degree of kinship of a Director, Audit & Supervisory Board
Member, or Executive Officer of the Company or a subsidiary or an affiliate of the Company;(viii) a consultant, accountant, lawyer, or other specialist who receives compensation from theCompany or a principal business subsidiary of the Company other than comp ensation for Directors,
Audit & Supervisory Board Members and Executive Officers of the Company or a principal businesssubsidiary of the Company in excess of a certain amount in the most recent fiscal year (10 million yen
or 2% of the total revenue of a corporation or association or any other organization to which suchspecialist belongs in the most recent fiscal year, whichever is larger); or(ix) a party who holds 10% or more of the voting rights of all shareholders of the Company at the endof the most recent fiscal year, or an executive thereof.

38

Item 4. Changes in the Amount of Remuneration, etc. for Directors
1. Reason for the proposal
At the 19th Ordinary General Meeting of Shareholders held on June 28, 2021, it was approved that theCompany would introduce a share compensation plan (hereinafter the “Plan”) wherein the value ofcompensation contributed by the Company is used to acquire shares of the Company through a trust, andDirectors receive, through delivery or payment (hereinafter “delivery, etc.”), shares of the Company and cash
equivalent to the realizable disposal value of shares of the Company (hereinafter “the Company’s shares,etc.”), and that the maximum amount of money to be contributed by the Company under the Plan, for the 3
year period commencing from July 2021 (hereinafter referred to as the “Initial Plan Period”) and every 3
years starting after the expiration of the Initial Plan Period (hereinafter, together with the Initial Plan Period,
the “Plan Period”) would be 630 million yen (including 84 million yen for Outside Directors), and thisapproval still remains in effect to date.
Now, taking into account that the number of Directors eligible for the Plan has increased since the time when
the introduction of the Plan was approved, and the situation where the Company’s share price has been
increasing and other relevant factors, the Company proposes to amend the maximum amount of money to becontributed by the Company for each Plan Period, as shown in “2. Contents of the proposal” below.
The contents of this proposal have undergone deliberation by the Compensation Committee, which iscomposed of 5 members, 4 of whom are Outside Directors (the Compensation Committee is also chaired byan Outside Director), based on the policy set forth in “g. Policy on determination of remuneration for
Directors and Audit & Supervisory Board Members, (2) Remuneration, etc. for Directors and Audit &Supervisory Board Members, 2. Matters Concerning Directors and Audit & Supervisory Board Members” inthe Business Report for Fiscal Year 2023, and it is considered reasonable and appropriate in light of the
remuneration structure, the purpose of introducing each type of remuneration, and the level of remuneration
for directors as stipulated in the said policy.
2. Contents of the proposal
The Company proposes that under the Plan the maximum amount of money to be contributed by the Company
for each Plan Period shall be no more than 1,000 million yen and that, of this amount, the amount for Outside
Directors shall be no more than 150 million yen.
3. Other
There is no substantial change in the contents of the Plan from those approved at the 19th Ordinary General
Meeting of Shareholders held on June 28, 2021, except for the maximum amount of money to be contributedby the Company for each Plan Period, as shown in “2. Contents of the proposal” above. The contents of thePlan if revised as proposed is as follows.
(1) Overview of the Plan
a. Persons eligible for the delivery, etc.
of the Company’s shares, etc. under
the Planb. Maximum amount of money to be- Directors of the Company[Reference]
The Company has also introduced a similar sharecompensation plan for Executive Officers of the Company,
and Directors and Executive Officers of its subsidiaries Tokio
Marine & Nichido Fire Insurance Co., Ltd., Nisshin Fire &Marine Insurance Co., Ltd., and Tokio Marine & Nichido Life
Insurance Co., Ltd.
- 1,000 million yen

39

contributed by the Company for eachPlan Periodc. Maximum number of the Company’s
shares, etc. per fiscal year
*1 point = 3 shares of the Company

d. Method used to acquire theCompany’s sharese. Method used to calculate the numberof the Company’s shares, etc.

(including 150 million yen for Outside Directors)- 50,000 points (equivalent to 150,000 shares) (including 6,500
points (equivalent to 19,500 shares) for Outside Directors)[Reference]
The number of shares corresponding to 50,000 points is
equivalent to approximately 0.008% of the total number ofissued shares (after deducting treasury shares, as of March
31, 2024)- It is planned to acquire through market transactions or fromthe Company (through the disposal of treasury shares)- Predetermined in accordance with rank and other factors[Reference]
The number of points awarded will not fluctuate due toperformance, etc.
- After resignation

f. Timing of the delivery, etc. of theCompany’s shares, etc.
(Note) The number of the Company’s shares per point reflects the stock split implemented on October 1, 2022.

(2) Maximum amount of money to be contributed by the Company
For each Plan Period, the Company shall set up a trust (hereinafter “the Trust”), or revise the trust contract
and make additional entrustment for the Trust to continue, with a trust period of 3 years. Directors who
satisfy certain requirements (hereinafter the “Beneficiary Requirements”) shall be the beneficiaries of theTrust. The Company shall contribute a maximum amount of 1,000 million yen (including 150 million yen for
Outside Directors) in money for each Plan Period.
The Trust shall acquire shares of the Company through market transactions or from the Company (through thedisposal of treasury shares), using money contributed to the Trust, in accordance with the directions of thetrust administrator (a third-party CPA with no special relationships of interest with the Company).
(3) Calculation method and maximum number of the Company’s shares, etc. for delivery, etc. to a Director
The number of the Company’s shares, etc. for delivery, etc. to a Director shall be determined based on thenumber of points awarded to the Director each year during the Plan Period. Each Director shall be awarded anumber of points at a certain time each year, predetermined in accordance with rank, etc. After the Director’s
resignation, the Director will receive delivery, etc. of a number or amount of the Company’s shares, etc.
corresponding to the aggregate number of points that the Director was awarded during his or her term ofoffice (hereinafter the “number of aggregate points”).
Each point shall correspond to 3 shares of the Company’s stock. Amounts less than 1 point shall be discarded.
However, in the event of a share split, a gratis allotment of the Company’s common shares, or stock
consolidation during the trust period, the Company shall adjust the number of shares corresponding to eachpoint in accordance with the relevant ratio, etc.
The maximum total number of points to be awarded to Directors each fiscal year shall be 50,000 points(equivalent to 150,000 shares) (including 6,500 points for Outside Directors (equivalent to 19,500 shares)).
(4) Timing of the delivery, etc. of the Company’s shares, etc. to Directors
In the event of the resignation (this does not include death) of a Director who satisfies the Beneficiary
Requirements, the said Director may, through the completion of the designated beneficiary interest settlement
procedures, receive delivery of the number of shares of the Company’s stock corresponding to a certain
proportion of the number of aggregate points held by the Director (the number of shares shall be rounded
down to the nearest number of whole trading units). The number of shares of the Company’s stock40

corresponding to the remaining number of aggregate points shall be converted to cash within the Trust, andthe Director shall receive payment of an equivalent amount of money from the Trust. In the event of the deathof a Director during the trust period, a number of shares of the Company’s stock corresponding to the numberof aggregate points calculated after the Director ’s death shall be converted to cash within the Trust, and the
Director’s heir shall receive payment of an equivalent amount of money from the Trust.
(5) Voting rights associated with shares of the Company held in the Trust
Voting rights associated with shares of the Company held in the Trust shall not be exercised for the durationof the trust period, in order to ensure neutrality with respect to the Company’s management.
(6) Treatment of dividends for shares of the Company held in the Trust
Dividends pertaining to shares of the Company held within the Trust shall be received by the Trust, and shallbe allocated to fund the acquisition of shares of the Company and the trust fees of the Trust.
(7) Other contents of the Plan
Other contents of the Plan shall be determined by the Board of Directors.
4. Number of Directors
There are presently 15 Directors of the Company (including 7 Outside Directors). If Item 2 is approved as
proposed, then there will continue to be 15 Directors of the Company (including 7 Outside Directors).

41

[English Translation]
TOKIO MARINE HOLDINGS, INC.

Business Report for Fiscal Year 2023
(From April 1, 2023 to March 31, 2024)

•

•

•

•

•

The Company sincerely apologizes once again for any inconvenience and concern caused to ourshareholders by the insurance premium price-fixing conduct that occurred at Tokio Marine & Nichido,
a subsidiary of the Company.
In December 2022, it was discovered that Tokio Marine & Nichido had engaged in prearrangement of
insurance premiums in joint insurance policies involving several non-life insurance companies,
including Tokio Marine & Nichido. Following this, Tokio Marine & Nichido conducted a thoroughinvestigation of all its branches, by a special committee that included several external lawyers, todetermine whether there were any other incidents. At the same time, to comply with the Act on
Prohibition of Private Monopolization and Maintenance of Fair Trade, Tokio Marine & Nichido
formulated various reoccurrence prevention measures, including management commitment,
introduction of rules, implementation of training and internal audits, etc., and promptly put these into
effect. In addition, Tokio Marine & Nichido reported its initiatives and other measures to the Financial
Services Agency of Japan (FSA).
On December 26, 2023, Tokio Marine & Nichido received a business improvement order from the FSA
under the Insurance Business Act. The FSA ascertained that the company’s conduct could beconsidered to be in violation of the Act on Prohibition of Private Monopolization and Maintenance ofFair Trade and that there were underlying systemic issues that led to such conduct. Tokio Marine &Nichido accepted the business improvement order with utmost seriousness, and reviewed thereoccurrence prevention measures from all aspects, including their mechanisms and systems, awareness,
and knowledge, based on the root causes identified as a result of various investigations, without viewing
this incident as an issue of premium price-fixing alone. Tokio Marine & Nichido formulated a business
improvement plan that included clarification of management responsibility and submitted it to the FSA
on February 29, 2024. Furthermore, Tokio Marine & Nichido received an on-site investigation by theJapan Fair Trade Commission on December 19, 2023 and has fully cooperated with the investigation.
Tokio Marine & Nichido recognizes that this recent incident of premium price-fixing is conduct that is
detrimental to the interests of our customers and fundamentally undermines the trust of our customers
that is the starting point for all business activities. Management takes this matter very seriously. In orderto regain the trust of customers and society and to become “a truly trusted, customer-oriented company”
that achieves its Purpose of “protecting our customers and society in times of need”, management takes
the lead and works to foster a sound organizational culture that focuses on compliance and a customeroriented approach, and drastically strengthens its management control system. The entire company isworking together to improve operations.
Tokio Marine & Nichido has conducted business based on the customer-oriented approach. However, inlight of the recent incident, it has become apparent that certain practices, based on norms at Tokio
Marine & Nichido and in the non-life insurance industry, had led to a discrepancy between its actual
conduct and the customer-oriented approach that should have been in place. In addition, certain industry
practices, such as holding equities for business relationship purposes and cooperation in the corebusiness, etc., which it has conducted to maintain and strengthen long-term stable relationships withcompanies and other entities, have in some aspects impeded proper competition. Tokio Marine &Nichido will fundamentally review all business processes, including such industry practices, from thecustomer-oriented perspective. In line with “Re-New”, a key concept of its new mid-term business plan

42

•

•

•

starting in fiscal year 2024, Tokio Marine & Nichido is determined to rebuild itself into a newcompany, and work to regain trust and achieve the Purpose.
Non-life insurance has the function of social infrastructure, “protecting our customers and society intimes of need” through the provision of compensation, etc. in the event of emergency. The intrinsic
value of insurance is to provide optimal coverage and services based on an accurate understanding of
the risks and issues surrounding the customer. Together with the agents, our business partners, thecompany will work to become “a truly trusted, customer-oriented company” that continues to be chosen
by our customers by providing the intrinsic value of insurance.
The Company takes the occurrence of such incident very seriously and will supervise theimplementation of reoccurrence prevention measures by Tokio Marine & Nichido in an appropriatemanner so that similar incidents never occur again in the future. The Company will further strengthen
and enhance the Tokio Marine Group’s compliance with laws and regulations, internal control andgovernance systems, while taking measures to strengthen business management, including theestablishment of the Group Audit Committee with independent and external perspectives, andconsolidation of headquarters functions of the Group companies. Through these concerted efforts, theCompany will work to restore the trust from our shareholders and other stakeholders.
Tokio Marine & Nichido implemented reductions in remuneration for the Chairman of the Board, all
Executive Officers, and full-time Audit & Supervisory Board Members in light of the fact that it had notestablished an adequate business management system to effectively address compliance risks. Also, theCompany implemented reductions in remuneration of related officers in light of its role in supervising
the management framework related to proper business conduct and compliance.
Reference: “Submission of Business Improvement Plan to the Japan Financial Services Agency by our
Subsidiary”, released on February 29, 2024(https://www.tokiomarinehd.com/en/release_topics/release/2023/qsbph400000009eiatt/20240229_Business_Improvement_Plan_e.pdf)

43

1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group During fiscal year 2023, the world economy remained strong, mainly driven by the United States where
personal consumption expanded. Although the Chinese economy showed a slowdown, the world
economy as a whole picked up. The Japanese economy continued to show weakness in domestic
demand due to price inflation, and the pace of recovery remained moderate.
 To achieve “Tokio Marine Group Mid-Term Business Plan 2023 ~Adapt, Lead, Innovate~” the Group
actively promoted its business under the aligned group management structure headed by the Group
CEO, in which the Chief Officers are responsible for each function axis of the Group in the last fiscal
year of the plan.
 In terms of our consolidated financial results for fiscal year 2023, net income attributable to owners of
the parent reached a new record high of 695.8 billion yen. This increase was driven by a decrease ininsurance claims related to the novel coronavirus, both domestically and internationally, as well as
strong performance in insurance underwriting and asset management at our overseas offices, and due toan increase in profits from the sale of business-relationship equities.
Fiscal year 2023
(this fiscal year)(Yen in billions)
7,424.6
4,824.9
1,049.8

Fiscal year 2022
(Yen in billions)

Rate ofchange (%)

Ordinary income
6,610.0
12.3
Net premiums written
4,469.9
7.9△2.0Life insurance
1,071.6
Premiums
Ordinary profit
494.1
842.5
70.5
Net income attributable
374.6
695.8
85.7
to owners of the parent(Note) Consolidated overseas subsidiaries that apply International Financial Reporting Standards (IFRS) havestarted to adopt IFRS 17 “Insurance Contracts” from the beginning of fiscal year 2023. These accounting
standards are applied retroactively, and in this Business Report, the figures for fiscal year 2022 have beenadjusted retrospectively (the same applies to the following statements).

Ordinary income and ordinary profit for each business segment are as follows:(Yen in billions)

Business segment
Domestic
property andcasualty
insurance
Domestic life
insurance
Overseas
insurance
Financial andother

Ordinary income
Fiscal year
Fiscal year
2023
2022
(this fiscal year)
3,040.6
3,266.7

Ordinary profit
Fiscal year
Fiscal year
2023
2022
(this fiscal year)
284.5
323.4

699.6

641.0

51.7

57.1

2,922.5

3,650.8

149.8

452.8

100.7

105.6

8.0

9.0

44

Domestic Property and Casualty Insurance Business
Net premiums written: 2,593.1 billion yen
Ordinary profit: 323.4billion yen
Composition ratio of ordinary profit: 38.4%







Following the 2024 Noto Peninsula Earthquake, Tokio Marine & Nichido immediately set up a task
force under the direct control of the President of the company. We dispatched employees from all overJapan to disaster-affected areas, and the entire company swiftly responded to the disaster such as bymaking full use of technologies, and assigning insurance claim payment operations to its offices
nationwide. We also worked to provide information to disaster-affected areas such as utilizing data fromdrive recorders provided as a rider in automobile insurance, and providing maps showing information
on cracks and ridges in the road, etc.
We have defined key areas of focus for social issues that are becoming increasingly diverse andcomplex, including disaster prevention and mitigation, climate change, healthcare, and cyber risks, etc.,
and promoted initiatives to create new markets by contributing to the resolution of social issues.
Following the approval of a new therapeutic drug for dementia, one of the social issues, we havedeveloped dementia care support insurance to financially support early detection and early treatment,
together with Eisai Co., Ltd. For autonomous driving vehicles, which are expected to be a solution tovarious transportation issues, we launched a support package for the implementation and operation ofautonomous driving, for its safe and secure social implementation. This package offers protection foreach phase, i.e., – before and during driving and in the event of an accident, through risk assessment,
remote monitoring/incident response service, and automobile insurance.
Following the discovery of fraudulent insurance claims by BIGMOTOR Group, Tokio Marine &Nichido has worked on the recovery of the damage suffered by customers as a matter of highest priority.
At the same time, we have strengthened our claim adjustment system to pay proper insurance claims,
including the establishment of a dedicated team to address fraudulent claims, and consideration ofutilizing technology to detect repair cost outliers through big data.
<Results of Domestic Property and Casualty Insurance Business>

Domestic Life Insurance BusinessLife insurance premiums: 428.8 billion yen

Ordinary profit: 57.1 billion yen

Composition ratio of ordinary profit: 6.8 %

Tokio Marine & Nichido Life is promoting the “Life Insurance Revolution to Protect One’s Living”
initiative, which provides coverage in fields such as inability to work and nursing care, while utilizing
the key strength of the Group’s business model, integrating life insurance and property and casualty
insurance.

45





Tokio Marine & Nichido Life was ranked No. 1 overall in the “Cancer Insurance Ranking” of Oricon
R
Customer Satisfaction○
Ranking in 2024, with “Anshin Cancer Treatment Insurance”, which allows
customers to attach coverage of up to 100 million yen to receive the latest cancer treatments, etc.,
receiving high marks. We also released “Anshin Treatment Support Insurance”, which covers 8
lifestyle-related diseases, in August 2023. This insurance provides coverage including for outpatient
treatment, regardless of whether the patient is subsequently hospitalized or not, and meets customers’
needs for long and healthy life by providing comprehensive coverage from early detection of diseases tolong-term treatment, thereby providing total support for customers’ health.
As uncertainty over market and economic environments is increasing due to shifts in countries’monetary policy and other factors, we strived to properly control interest rate risk by continuously
conducting asset management based on Asset Liability Management (ALM).
<Results of Domestic Life Insurance Business>

Overseas Insurance BusinessPremiums written: 2,852.9 billion yen

Ordinary profit: 452.8 billion yen

Composition ratio of ordinary profit: 53.7 %







In the overseas insurance business, the Group works on both sustainable organic growth and strategic
M&As with the aim of achieving global growth and diversified portfolio construction for the entire
Group. In addition, by mutual leveraging of the excellent know-how held by Group companies, theGroup has implemented a wide range of efforts to realize synergies such as increasing premium income,advancing investment management, raising business efficiency and other measures.
We aimed to achieve steady business growth at each of our offices around the world, and engaged in
expanding our underwriting profit, including by adding new insurance products and reviewing
insurance premium rates based on the market environment. We were also able to achieve good results interms of asset management by accurately capturing the timing of interest rate hikes. As a result, indeveloped countries, of the 5 companies we acquired through large-scale M&As, four North Americancompanies (Philadelphia, Delphi, HCC, and PURE) achieved their highest ever profits for the third year
in a row. Another company, Kiln in Europe, significantly improved its profits mainly by restructuring
its portfolio including the sales of business. In emerging countries, Seguradora in Brazil achieved its
highest ever profits for the second year in a row.
We have conducted large-scale M&As with an eye on the market environment and are always looking
for excellent investment opportunities in a disciplined manner. At the same time, the overseas Group
companies have engaged in “bolt-on” M&A activities to strengthen their existing businesses as part oftheir growth strategy. In addition, we have continued to work on divestitures of businesses in a
disciplined manner and pursued optimization of our business portfolio. In fiscal year 2023, HCC made abolt-on acquisition of a general insurance agent in the United States, an agent with high level ofexpertise in the field of medical insurance for small and medium-sized enterprises, which is expected to46

expand in the future. Meanwhile, we sold a local entity in Guam and a life and non-life insurancecompany in Saudi Arabia for the purpose of further improving capital efficiency.
<Results of Core International Group Companies>■Philadelphia■Delphi■ HCC■ PURE47

■ Kiln■ Seguradora(Note) The premiums written of PURE is the net premiums written of reciprocal (similar to Japanese mutual aid)
managed by PURE.

Financial and Other Business
Ordinary income: 105.6 billion yen

Ordinary profit: 9.0 billion yen<Financial Business>
 The Group developed our financial services with a focus on our asset management business, which
offers a stable revenue base. Such business includes the management of pension funds and the
management of investment trusts, and has been highly evaluated by customers.
<Solutions Business>
 Tokio Marine Group has thus far achieved growth by expanding the areas in which we provide security
and safety through insurance. More recently, we have worked to launch a new solutions business tosolve social issues that are becoming increasingly diverse and complex and to expand the areas in which
we can provide security and safety beyond the boundaries of existing insurance business. In November
2023, we established Tokio Marine Resilience Co., Ltd. and Tokio Marine Smart Mobility Co., Ltd. topromote our comprehensive disaster prevention and mitigation solutions business and mobility solutions
business for the corporate market.
 Tokio Marine Resilience Co., Ltd. started the “Resilient Information Distribution Service” which
captures real-time weather and earthquake risk levels and sends alerts when the danger level increases.
In this way, we provide unique services that integrate insurance and disaster prevention solutions bycooperating with the Disaster Prevention Consortium CORE and partner companies. Tokio Marine
Smart Mobility Co., Ltd., together with Tokio Marine & Nichido, started trial sales of “MIMAMO
DRIVE”, a service that utilizes data collected from devices installed in vehicles to perform driving
diagnostics and other operations.

48

Contributing to a Sustainable Society












The Tokio Marine Group has grown sustainably by contributing to the resolution of various social
issues specific to each era since the time of its founding, based on the Group’s Purpose, “protecting ourcustomers and society in times of need.” The Group will continue working to “promote climate action”,“enhance disaster resilience (toughness & durability)”, “support people’s healthy and fulfilling lives”,
and “promote and instill D&I (Diversity & Inclusion, leveraging diversity)”, among other priority areas,in order to help build a sustainable society and simultaneously enhance the Group’s social value andeconomic value. Established on a global basis, our Sustainability Committee engages in extensive
discussions, and takes the lead in promoting sustainability strategies across the Group.
We have promoted efforts globally to solve social issues through our business activities by providing
warranty insurance in Europe which covers the deterioration and failure of used electric vehicles inorder to promote the widespread use of used electric vehicles for decarbonization.
In terms of climate change countermeasures, we are fully supporting the transition to a decarbonizedsociety through insurance products, services, investment and financing, toward achieving the Paris
Agreement targets. The Tokio Marine Group has set the following indicators and targets based on the
Paris Agreement.
• It aims to achieve net zero greenhouse gas emissions from its business activities by fiscal year
2050 (including its insurance customers, investee companies and financing recipients).
• It will reduce greenhouse gas emissions from its business activities by 60% of the fiscal year
2015 level, and source 100% of the electricity used at its main business locations from renewableenergy, by fiscal year 2030.
In order to further support the transition to decarbonization by its insurance customers, investee
companies, and financing recipients, Tokio Marine & Nichido has announced a new policy whereby, itseeks through dialogue with companies in high greenhouse gas emission sectors, we will seek that they
formulate decarbonization plans, and it will not do business with companies that do not have adecarbonization plan in place by 2030.
We have been engaged in mangrove planting activities to help counteract climate change and preserve
biodiversity in 9 countries in the Asia-Pacific region, in collaboration with tree-planting NGOs, etc.,
since 1999. The Tokio Marine Group has achieved carbon neutrality for 10 consecutive years throughfiscal year 2022, with CO2 sequestration effects from mangroves exceeding greenhouse gas emissions
from its business activities. In fiscal year 2022, Tokio Marine & Nichido began activities to conserveand regenerate eelgrass beds in Tokyo Bay to protect the sea, and in fiscal year 2023, Tokio Marine &Nichido expanded its activities to Hakata Bay and Osaka Bay.
The Tokio Marine Group has also focused on sustainability disclosure, pursuant to which we publishedthe TCFD report based on the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD), the TNFD report based on the recommendations of the Taskforce on Naturerelated Financial Disclosures (TNFD) and the Human Capital report.

Fostering an Inclusive Corporate Culture and Promoting D&I



The Tokio Marine Group has grown as a global insurance group by increasing its good partners throughinitiatives such as overseas M&A. In this context, the dissemination of Group culture is vital to enable
Group companies around the world to build their sense of solidarity and strengthen employee
engagement (job satisfaction) worldwide. At the Tokio Marine Group, the Group CEO himself takes
charge as the Chief Officer, who oversees Group culture, actively engaging in direct dialogue about the
Tokio Marine Group’s Purpose and other issues with employees, at forums such as town hall-stylemeetings. We carry out fixed-point observations through the culture and value survey implemented49

throughout the Group companies. The results of the survey indicate the steady dissemination of Group
culture.
The Tokio Marine Group positions D&I as a key strategy for sustainable growth into the future. We areworking to promote D&I throughout the Group such as by eliminating the gender gap, creating aworkplace where everyone can play an active role, hiring employees regardless of nationality or race,and recruiting and training employees with diverse experiences. For the common challenge, which is toeliminate the gender gap, we will make further improvement on raising the proportion of women in
managerial or higher positions across the Group, and we have set a target of raising the share of female
Directors and Audit & Supervisory Board Members in the Company to 30% or more by fiscal year
2027.

Reference 1: From the perspective of making it clear that fair opportunities will be provided, D&I will be renamed
DE&I (Diversity, Equity & Inclusion) from fiscal year 2024 onward, and the entire Group will promote further
initiatives.
Reference 2: We were selected for the 2024 KENKO Investment for Health Award by NIPPON KENKO KAIGI,
garnering recognition in the large enterprise category as a “White 500” enterprise (for the 8th consecutive year) ,which is awarded to outstanding enterprises engaging in health and productivity management, as a result of our
promotion of health and productivity management under the Tokio Marine Group Wellness Charter as a code of
conduct for our employees, centered around the Chief Officer responsible for Group health and productivity
management.

Issues Facing the Group







In fiscal year 2024, the world economy faces concern about a slowdown in the U.S. economy andcontinued weakness in the European economy due to factors such as the effects of previous significant
monetary tightening which are expected to become more apparent. Regarding the Japanese economy,
while wage increases exceeding those of fiscal year 2023 are expected, inflation remains high, and real
wage growth is likely to remain negative for the foreseeable future, and so the pace of recovery is
expected to slow.
In these circumstances, the Tokio Marine Group has launched a 3-year plan "The Tokio Marine Group
Mid-Term Business Plan 2026 ~Inspiring confidence. Accelerating progress.~" beginning in fiscal year
2024, to achieve our long-term vision “to be a global insurance group that delivers sustainable growthby providing safety and security to customers worldwide.” Our goal is to be a partner that continues todeliver innovative solutions to the challenges and risks facing customers and society. To achieve thisgoal, we will work to dramatically expand our value delivery areas beyond insurance, diversify andbroaden our distribution channels, and thoroughly improve productivity. At the same time, we will work
to strengthen internal control and governance. We will also push ahead vigorously integrating
sustainability strategy and business activities to solve social issues through business activities to realize
a sustainable society.
In the domestic property and casualty insurance business, Tokio Marine & Nichido will review all
business processes, including industry practices that have impeded proper competition, from thecustomer-oriented perspective, with the determination to transform itself into a new company under the“Re-New” key concept of Tokio Marine & Nichido’s new Mid-Term Business Plan, with the aim of
becoming a “truly trusted, customer-oriented company”.
Regarding business-relationship equities, Tokio Marine & Nichido has been working for more than 20
years to reduce such holdings, aiming to transform its business portfolio and improve the stability of its
financial base. As a result, it has sold a cumulative total of 2.7 trillion yen in business-relationshipequities since 2002, resulting in a 72% reduction thereof on a book value basis. Tokio Marine &Nichido has added as a new objective the creation of an environment for proper competition, and willfurther accelerate these efforts, and seek to reduce the outstanding balance of its business-relationship50

equities (excluding unlisted stocks and equity investments through capital and business alliances, etc.)
to zero by the end of fiscal year 2029.
Reference: For details on measures to reduce business-relationship equities, please see the Company’s
website (https://www.tokiomarinehd.com/en/ir/event/meeting.html).















In addition to providing insurance, we are also working to become a “company that supports the next
generation through risk solutions (insurance + alpha)”, including for the fields of “prevention”, such as
prevention of accidents, and the fields of “recovery”, such as early recovery and prevention ofreoccurrence.
In the domestic life insurance business, Tokio Marine & Nichido Life will continue to work on new
coverage and service development in areas such as presymptomatic illness, early detection, andprevention of escalation, in order to expand the areas of protection for customers. In addition, we will
carry out new initiatives such as providing protection and integrated healthcare services tailored to thehealth condition of our customers. Also, by adapting to the evolution of digital technology, while
expanding direct engagement with our customers, we aim to enhance productivity and achievesustainable growth.
In the overseas insurance business, we will continuously and stably expand underwriting profits byincreasing premium income by leveraging advanced underwriting capabilities and expertise, byreviewing premium rates, and by other means. In addition, we will work to expand synergies in theoverall overseas insurance business, including the global development of competitive products and thesophistication of asset management, as well as improve productivity and upgrade operations throughdigital utilization and business outsourcing, etc. We will also continue to conduct market trend surveys
aimed at executing strategic M&A, steadily capturing outstanding investment opportunities.
Regarding asset management, we will continue to strive to strengthen our global asset management
approach based on Asset Liability Management (ALM), in collaboration with Group companies inJapan and overseas. In addition, we will endeavor to secure long-term stable investment income andmaintain a sound financial base by diversifying our asset portfolio as well as risks, while closely
monitoring changes in the world economy and financial markets.
As for the solutions business, we aim to become the third revenue pillar following insurance
underwriting and asset management in the Tokio Marine Group, and will accelerate commercializationin multiple areas such as healthcare (prevention and presymptomatic illness) and decarbonization, in
addition to disaster prevention and mitigation, and mobility.
What supports these various businesses is people. The Tokio Marine Group focuses on “human capitalmanagement”—which treats people as valuable assets and maximizes their potential to enhance
corporate value over the medium to long term. People have been, are now, and will continue to be thesource of competitiveness for the Tokio Marine Group, which operates an insurance business that is a
“People’s Business” (business based on people and their trust and credibility). We will support ouremployees so each is able to actively participate with passion and eagerness in the position that suits
them best, and create a fair environment in which diverse human resources can fully perform theirabilities. We will also invest in future human resources, making Group-wide efforts to strengthen ourhuman capital and people base, so that we can continue to protect customers and society in times ofneed going forward, including for the next 100 years.
The Group’s basic policy for shareholder returns is to distribute profit by payment of dividends. Basedon the idea that profit growth through business and dividend expansion should be consistent, during theperiod of the current medium-term business plan, we will strive to realize continuous dividend increases
through strong profit growth.
Under our management philosophy to place “customer trust at the base of all its activities,” the entire
Group will endeavor to achieve further growth as a corporate group, seeking development characterizedby high profitability and sustainability based on a sound and transparent governance structure. We
51

would like to express our sincere appreciation to all shareholders of Tokio Marine Holdings for theircontinued guidance and support.
Notes: 1. Throughout this Business Report, all amounts (including numbers of shares) are truncated and all ratios
are rounded to one decimal place (hereinafter the same shall apply in the financial statement below).
2. Numbers that appear as ordinary income and ordinary profit for each business segment are shown after
adjustments necessary to accurately reflect the actual situation, such as the exclusion of dividend
income from group companies, which is recorded in the non-consolidated financial results of eachsubsidiary. Ordinary income and ordinary profit in our consolidated s tatement of income are after
making adjustments among account items for the total figures for each business segment.
3. “Premiums written” is the total of net premiums written and life insurance premiums.
4. The results of main overseas group companies are shown on a local accounting basis.

52

(2) Summary of Assets and Earnings of the Group and the Insurance Holding Company
a. The Group’s summary of assets and earnings(Yen in millions)(Fiscal year)
2020
2021
2022
2023
Ordinary income
5,461,195
5,863,770
6,610,046
7,424,667
Ordinary profit
266,735
567,413494,165
842,576
Net income attributable to420,484
374,605
695,808
161,801
owners of the parent
Comprehensive income
590,780
1,874,295
465,071△124,438
Net assets
3,722,780
4,072,625
3,600,919
5,183,341
Total assets
25,765,368 27,245,852 27,397,818 30,594,869
Note: Comprehensive income in fiscal year 2023 increased compared to fiscal year 2022 mainly due to an increase inunrealized gains on securities due to a rise in stock prices.

b. The Insurance Holding Company’s summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal year)
2020
2021
2022
2023
Operating income
189,917
307,028
291,561
229,655
Dividends received
168,245282,262
262,168
195,806
Insurance subsidiary
164,658
276,622
256,650
189,939
companies, etc.
Other subsidiary
3,587
5,639
5,518
5,867
companies, etc.
Net income
169,204
282,568
262,695
196,586
Net income per share of common
80.91
137.41130.72
99.33
share
yen
yen
yen
yen
Total assets
2,373,229
2,412,950
2,374,365
2,376,823
Share of insurance subsidiary
2,303,410
2,292,311
2,285,310
2,277,300
companies, etc.
Share of other subsidiary
19,246
20,86920,946
24,570companies, etc.
Note: We conducted a three-for-one common stock split on October 1, 2022. Net income per share has been calculated
as if this stock split had taken place at the beginning of fiscal 2020.

53

(3) The Group’s Principal Offices (As of March 31, 2024)
a. The Company
Location
Head Office
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo, Japan

Established as ofApril 2, 2002

Note: The date shown above is the date of incorporation.

b. Subsidiary companies, etc.
Business
Company
Office namesegment
nameDomestic
Tokio Marine Head Officeproperty& Nichido
andcasualty
insurance
Nisshin Fire
Head Office& Marine

Domestic
life
insurance

Tokio Marine& Nichido
Life

Head Office

Overseas
insurance

Philadelphia
Consolidated
Holding
Corp.
Delphi
Financial
Group, Inc.
HCC
Insurance
Holdings,
Inc.
Privilege
Underwriters,
Inc.
Tokio Marine
Kiln Group
Limited
Tokio Marine
AssetManagement
Co., Ltd.

Head OfficeFinancialand other

Location
6-4, Otemachi
2-chome,
Chiyoda-ku,
Tokyo, Japan
3,
Kandasurugadai
2-chome,
Chiyoda-ku,
Tokyo, Japan
6-4, Otemachi
2-chome,
Chiyoda-ku,
Tokyo, Japan
Bala Cynwyd,
Pennsylvania,
U.S.A.

Head Office
Head Office

Head Office
Head Office
Head Office

Established
as ofMarch 20,
1944
June 10,1908

August 6,
1996
July 6,
1981

Wilmington,
Delaware,
U.S.A.
Wilmington,
Delaware,
U.S.A.

May 27,
1987

Wilmington,
Delaware,
U.S.A.
London, U.K.

January 5,
2006

8-2,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan

December9, 1985

March 27,
1991

July 11,1994

Notes: 1. This table sets forth major subsidiary companies, etc.
2. “Office name” is the name of the principal office.
3. The dates shown above are the respective dates of incorporation.

(4) The Group’s Employees
Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other

As of March 31,2023

As of March 31,
2024

Increase/Decrease

20,141

19,919

△222

2,229

2,186

△43

18,394
2,453

19,222
2,543

828
90

54

Total

43,21743,870653(5) The Group’s Principal Lenders (As of March 31, 2024)
None.
(6) The Group’s Financing Activities
None.
(7) The Group’s Investment Activities in Facilities
a. Total investment in facilities
Business segment
Amount (Yen in millions)
Domestic property and83,649casualty insurance
Domestic life insurance
9,492
Overseas insurance
39,346
Financial and other
1,038
Total
133,526
Notes: 1. “Amount” means the aggregate amount of investment in facilities for fiscal year of 20 23.
2.Yen amounts include certain capital expenditures in other currencies which were converted into yen
based on exchange rates as of the end of December 2023.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiary Companies, etc. (As of March 31, 2024)
a. Parent company
None.

55

b. Major subsidiary companies, etc.
Ratio ofCompany nameLocation

Major business

Paid-in
Tokio
Date ofcapitalMarineNotes
incorporation (Yen in Holdings’
millions) voting
rightsTokio Marine & Nichido
Fire Insurance Co., Ltd.

Tokyo,Japan

Property andcasualty insurance

Mar. 20, 1944

101,994

100.0%-

Nisshin Fire & Marine
Insurance Co., Ltd.

Tokyo,Japan

Property andcasualty insurance

June 10, 1908

10,194100.0%-

E.design Insurance Co.,Ltd.

Tokyo,Japan

Property andcasualty insurance

Jan. 26, 2009

35,30397.9%-

Tokio Marine & Nichido
Life Insurance Co., Ltd.

Tokyo,Japan

Life insurance

Aug. 6, 1996

55,000100.0%-

Tokio Marine Millea
Yokohama,
SAST Insurance Co., Ltd. Japan

Small-amountshort-term
insurance

Sep. 1, 2003

895

100.0%-

Tokio Marine AssetManagement Co., Ltd.

Tokyo,
Japan

Investment
management andInvestment trusts

Dec. 9, 1985

2,000

100.0%-

Tokio Marine North
America, Inc.

Wilmington,
Delaware,
U.S.A

Holding company

June 29, 20110

100.0%(100.0)-Philadelphia Consolidated Bala
Holding Corp.
Cynwyd,Pennsylvania,
U.S.A.

Holding company

July 6, 19810

100.0%(100.0)-Delphi Financial Group,Inc.

Wilmington,
Delaware,
U.S.A.

Holding company

May 27, 19870

100.0%(100.0)-HCC Insurance Holdings, Wilmington,
Inc.
Delaware,
U.S.A.

Holding company

Mar. 27, 1991

0

100.0%(100.0)-Privilege Underwriters,
Inc.

Wilmington,
Delaware,
U.S.A.

Holding company

Jan 5, 20060

100.0%(100.0)-

Tokio Marine Kiln Group
LimitedLondon,U.K.

Holding company

July 11, 1994

193

100.0%(100.0)-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company

Mar. 12, 1992

182,451

100.0%(100.0)-56

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

41,43890.4%(90.4)-IFFCO-Tokio General
Insurance Co. Ltd.

New Delhi,
India

Property andcasualty
insurance

Sep. 8, 2000

5,228

49.0%
(49.0)-

Tokio Marine Seguradora Sao Paulo,
Property andJune 23, 1937
71,663
98.6%
S.A.
Brazilcasualty insurance(98.6)
Notes: 1. This table sets forth major subsidiary companies, etc.
2. With regard to the amounts of capital of the company that holds capital in foreign currency, the amountsof capital shown above have been converted to yen based on the currency exchange rate on the closing
date of the fiscal year of the Company.
3. Figures in brackets shown under the Company’s voting rights reflect the ratio of voting rights
indirectly held by the Company.

(9) The Group’s Acquisition and Transfer of BusinessNone.
(10) Other Important Matters Concerning the Current State of the Group
These are posted on the Company’s website (https://www.tokiomarinehd.com/ir/event/meeting.html (inJapanese)) etc. on the Internet.

57

2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2024)
Name

Position and responsibilities

Major concurrent posts

Other

Tsuyoshi Nagano

Chairman of the Board

Director of Central Japan Railway Company(outside director)
Director of FUJIFILM Holdings Corporation(outside director)
Vice Chair of KEIDANREN-

Satoru Komiya

President & Chief Executive
Officer(Representative Director)

Chairman of the Board of Tokio Marine &Nichido(Note 3)

Senior Managing Director of Tokio Marine &Nichido---Senior Managing Director of Tokio Marine& Nichido-Group CEO (Group Chief
Executive Officer)
Group CCO (Group Chief
Culture Officer)
In charge of Corporate
Planning Dept. (CEOOffice)Kenji Okada

Senior Managing Director(Representative Director)
Group CFO (Group Chief
Financial Officer)
In charge of Corporate
Planning Dept. (except CEO
Office, Business Support
Group, Sustainability
Division), Global
Communications Dept.,
Corporate Accounting Dept.

Yoichi Moriwaki

Senior Managing Director
Group CSO (Group Chief
Strategy and Synergy
Officer),
In charge of New Business
Strategy Dept., Healthcare
Business Dept.

Kichiichiro
Yamamoto

Senior Managing Director(Representative Director)

Head of International
Insurance Business
Co-Head of International
Business
In charge of International
Business Development
Dept. (management ofNorth America (Delphi))
Yoshinori Ishii

Managing Director
Group CLCO (GroupManaging Director of Tokio Marine &Nichido58(Note 4)

Chief Legal andCompliance Officer)
In charge of Legal &Compliance Dept.
Kiyoshi Wada

Managing Director--

Group COO (Group Chief
Operating Officer) andGroup CSUO (Group
Chief Sustainability
Officer)
In charge of Corporate
Planning Dept. (BusinessSupport Group,
Sustainability Division)
Shinichi Hirose

Director

President & Chief Executive Officer of Tokio
Marine & Nichido(Note 5)

Takashi Mitachi

Director(outside director)

Professor, Graduate School of Management,
Kyoto University
Director of Rakuten Group, Inc. (outside
director)
Director of SUMITOMO CORPORATION(outside director)
Director of DMG Mori Co., Ltd. (outside
director)-

Nobuhiro Endo

Director(outside director)

Executive Advisor of NEC Corporation
Director of Sumitomo Pharma Co., Ltd.
(outside director)
Director of Nisshin Seifun Group Inc. (outside
director)
Director of Japan Exchange Group, Inc.
(outside director)
Vice Chair of KEIDANREN-

Shinya Katanozaka

Director(outside director)

Representative Director, Chairman of ANA
HOLDINGS INC.
Director of Kirin Holdings Company, Limited(outside director)(Note 6)Emi Osono

Director(outside director)

Professor, School of Business Administration,
Hitotsubashi University Business School
Outside Member of the Board of Directors of
TOYOTA MOTOR CORPORATION-

Kosei Shindo

Director(outside director)

Representative Director and Chairman of
NIPPON STEEL CORPORATION
Outside Director of JAPAN POSTHOLDINGS Co., Ltd.
Outside Member of the Board of Directors ofDevelopment Bank of Japan Inc.

(Note 7)

Robert Alan
FeldmanDirector(outside director)

Senior Advisor of Morgan Stanley MUFG
Securities Co., Ltd.

-Haruka Matsuyama

Director(outside director)

Attorney-at-law
Outside Director of Mitsubishi Electric
Corporation-

59

Outside Audit & Supervisory Board Memberof AGC Inc.
Hirokazu Fujita

Audit & Supervisory Board
Member (full-time)(Note 8)

Takayuki Yuasa

Audit & Supervisory Board
Member (full-time)(Note 9)Akihiro Wani

Audit & Supervisory Board
Member(outside audit & supervisoryboard member)

Attorney-at-law(Note 10)

Nana Otsuki

Audit & Supervisory Board
Member(outside audit & supervisoryboard member)

Professor, Graduate School of Division ofBusiness Administration, Nagoya University ofCommerce & Business
Senior Fellow of Pictet Asset Management(Japan) Ltd.
Director of Credit Saison Co., Ltd. (outside
director)
Director of Mochida Pharmaceutical Co., Ltd.
(outside director)(Note 11)

Junko Shimizu

Audit & Supervisory Board
Member(outside audit & supervisoryboard member)

Professor of Faculty of Economics,
Gakushuin University(Note 12)

Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside directors and outsidecompany auditors defined by Article 2, paragraph 3, item 5 of the Enforcement Regulations of the Companies
Act of Japan (hereinafter the same shall apply in this Business Report).
2. Mr. Takashi Mitachi, Mr. Nobuhiro Endo, Mr. Shinya Katanozaka, Ms. Emi Osono, Mr. Kosei Shindo, Mr.
Robert Alan Feldman, Ms. Haruka Matsuyama, Mr. Akihiro Wani, Ms. Nana Otsuki, and Ms. Junko Shimizu
are “independent directors/auditors” as specified by Tokyo Stock Exchange, Inc.
3. Mr. Satoru Komiya was appointed as Director of Tokio Marine & Nichido on April 1, 2024.
4. Mr. Yoshinori Ishii resigned as Director of Tokio Marine & Nichido on March 31, 2024 and was appointed as
Managing Executive Officer of Tokio Marine & Nichido on April 1, 2024.
5. Mr. Shinichi Hirose was appointed as Chairman of the Board of Tokio Marine & Nichido on April 1, 2024.
6. Mr. Shinya Katanozaka was appointed as Member of the Board, Chairman of ANA HOLDINGS INC. on April
1, 2024.
7. Mr. Kosei Shindo was appointed as Director, Member of the Board and Senior Advisor of NIPPON STEELCORPORATION on April 1, 2024.
8. Mr. Hirokazu Fujita has experience as a director in charge of our Financial Planning Department andCorporate Accounting Department and has extensive insight regarding finance and accounting m atters.
9. Mr. Takayuki Yuasa has experience as a director in charge of our Corporate Planning Department and has
extensive insight regarding finance and accounting matters.
10. Mr. Akihiro Wani has many years of experience in his role as a corporate lawye r acting for financial
institutions on legal matters and has extensive insight regarding finance and accounting matters.
11. Ms. Nana Otsuki has many years of experience as an analyst in financial institutions and has extensive
insight regarding finance and accounting matters.
12. Ms. Junko Shimizu has many years of experience working for financial institutions as well as researchinginternational finance, and has extensive insight regarding finance and accounting matters.

60

(2) Remuneration, etc. for Directors and Audit & Supervisory Board Members
a. Total amount of remuneration, etc. for Directors and Audit & Supervisory Board Members
Total amountof
remuneration,etc.
Directors

Total amount of remuneration, etc. by type
Fixed
Performance- Sharecompensation linked
compensationcompensation

Number of
persons toreceiveremuneration,
etc.

793 million
yen

424 million
yen

198 million
yen

170 millionyen

18 persons

Directors(excluding
OutsideDirectors)
OutsideDirectors

681 million
yen

332 million
yen

198 million
yen

150 million
yen

9 persons

111 million
yen

91 million
yen―

20 million
yen

9 personsAudit &
Supervisory
Board
Members

123 million
yen

123 million
yen

―

―

6 persons72 million
yen

72 million
yen

―

―

2 persons

51 million
yen

51 million
yen

―

―

4 persons916 million
yen

547 million
yen

198 million
yen

170 millionyen

24 persons

Audit &
Supervisory
Board
Members(excluding
OutsideAudit &
Supervisory
Board
Members)
OutsideAudit &
Supervisory
Board
Members
Total

Notes: 1. “Number of persons to receive remuneration, etc.” includes 1 director who is not an outside director, 2 outside
directors, and 1 outside audit & supervisory board member, who resigned from these positions on the close of
the 21st Ordinary General Meeting of shareholders held on June 26, 2023.
2. “Total amount of remuneration, etc.” and “Total amount of remuneration, etc. by type” include an amount
paid to the 3 directors and 1 audit & supervisory board member referred to in Note 1 above.
3. Share compensation includes the amount to be posted as expenses relating to points relating to share delivery
trusts granted to other directors as compensation.

b. Composition of the base amount of remuneration, etc.
The composition of the base amount of remuneration etc. for fiscal year 2023 is as follows.

61

c. Performance-linked compensation
Performance-linked compensation has been introduced to strengthen the incentives for improvement ofcorporate value. The results for the previous fiscal year are evaluated by the Board of Directors with respect
to “individual targets” and “the company targets”, and the performance-linked compensation is paid in cash
based on this evaluation (varying on a scale of 0% to 200% depending on the evaluation ).
● Individual targets
Performance-linked compensation for individual targets is determined at the beginning of the fiscal year,
based on the responsibilities of the individual director.
● Company targets
In principle, performance-linked compensation for company business targets is determined using thefollowing performance evaluation indicators. Those are the indicators that the Company considers asimportant management indicators.
Evaluation
periodItem

April 2021–
March 2022

Adjusted net
incomeAdjusted ROE
Adjusted net
incomeAdjusted ROE
Indicators for
employeeengagement
Indicators forsustainability
strategies

April 2022–
March 2023

Composition
Ratio

TargetResult

35%
5%

424.0
billion yen
10.8%
550.0
billion yen
12.5%
-

578.3
billion yen
14.4%
444.1
billion yen
11.1%
100%

5%

-

100%

60%
40%
55%

Period for payment of
the corresponding
performance-linked
compensation
July 2022–
June 2023
July 2023–
June 2024

Notes: 1. Certain changes were made to the performance evaluation indicators regarding Directors responsible for theinternational insurance business in order to reflect the results of this business.
2. Adjusted net income and adjusted ROE are management indicators of groupwide performance, as calculated toinclude certain adjustments to financial accounting indicators, for purposes such as promoting improvements
in transparency as viewed from the market perspective.
3. Indicators for employee engagement are indicators that represent score changes in the culture and value survey
implemented on a Group-wide basis, including overseas.
4. Indicators for sustainability strategies are indicators that represent an overall assessment of initiatives in theareas listed as key issues in the strategies.

62

d. Share compensation
The Company has introduced share compensation with a view to encouraging Directors to fulfill theiraccountability responsibilities through sharing the returns from share price movements with shareholders. The
main contents are as follows.
Plan period, etc.

Method used to acquire the Company’s
shares
Method used to calculate the number of
the Company’s shares, etc.
Timing of the delivery, etc. of theCompany’s shares, etc.
Voting rights associated with the shares of
the Company held within the Trust
Treatment of dividends pertaining toshares of the Company held within the
Trust
Provision restrictions and claim forrefundOther details

The three year period commencing from July 2021, andevery 3-year period commencing from the expiration ofsuch period shall be the “Plan Period”. For each Plan
Period, the Company establishes a trust (hereinafter “theTrust”) with a trust period of 3 years or shall revise thetrust contract and make additional entrustment in order tocontinue the Trust. Directors who satisfy certain
requirements are the beneficiaries of the Trust.
Acquired through market transactions or acquired from theCompany (through the disposal of treasury shares)
Predetermined in accordance with rank and other factors(the number of points awarded will not fluctuate due toperformance, etc.)
After resignation
Voting rights shall not be exercised
Dividends shall be received by the Trust and allocated tofund the acquisition of shares of the Company and thetrust fees of the Trust.
If any illegal acts, etc., such as serious violation of duties
or internal rules, as defined by the Company are foundprior to the vesting date, the Company shall neitherdeliver its shares nor pay proceeds from selling them(malus clause). In addition, if any such illegal acts, etc.
are found after the vesting date, the Company may claim
for refund of an amount equivalent to the delivery(clawback clause).
To be determined by the Board of Directors

e. Matters concerning resolutions by General Meetings of Shareholders on remunerati on, etc. for
Directors and Audit & Supervisory Board Members
Content of remuneration, etc.
Date of
Number ofshareholders
eligiblemeeting
persons
approval
Directors
Total monthly amountUp to 75 million yen June 28, 2021
14
(Up to 10 million yen)
(6)
Share
Maximum
630 million yen / 3compensation amount ofyears(sharecash(84 million yen / 3
delivery trust) contribution
years)
to the trust
Maximum
50,000 points / 1 year

63

Audit &Supervisory
Board
Members

total numberof points
Total monthly amount(6,500 points / 1 year)
Up to 12 million yen

June 27, 2011

5

Notes: 1. “Number of eligible persons” is the number at the close of the general meeting of shareholders at which thecontent of remuneration, etc. was approved.
2. The bracketed text sets forth the content of remuneration, etc. for outside directors and the number of eligible
persons who are outside directors.
3. As to the share delivery trust, each point corresponds to 3 shares of the Company. The maximum amount to becontributed to the trust will be applied for each Plan Period covered, and the maximum total number is to be
applied each fiscal year.

f. Method for determining remuneration, etc. for each individual Director and Audit & Superviso ry
Board Member
The Board of Directors has passed resolution on the compensation system, level of compensation, evaluationof individual performance (distribution) and company performance based on the report from theCompensation Committee.
The remuneration, etc. for each individual Director for fiscal year 2023 was determined by a resolution of theBoard of Directors based on the above. Subsequently, the remuneration, etc. for Directors was reduced. With
respect to the specific determination on the remuneration, etc. for each individual Director in relation to the
reduction, the Board of Directors entrusted the Chairman of the Board (Tsuyoshi Nagano) with thedetermination on the remuneration, etc. for the President & Chief Executive Officer, and the President &Chief Executive Officer (Satoru Komiya) with the determination on the remuneration, etc. for the other
Directors, in order to allow agile operations in a framework that ensures transparency, fairness, andobjectivity, subject to the approval of the Compensation Committee members and provided that the decision
would not deviate significantly from the proposal presented to the Board of Directors ; and the decision wasmade by them respectively.
The remuneration, etc. for each individual Audit & Supervisory Board Member, was determined throughdiscussions by Audit & Supervisory Board Members pursuant to Article 387, Paragraph 2 of the Companies
Act.
g. Policy on determination of remuneration for Directors and Audit & Supervisory Board Members
The Board of Directors has determined the policy for determining the content of remuneration, etc. for eachindividual Director and Audit & Supervisory Board Member as follows , based on the content of the report by
the Compensation Committee.
(Policy on determination of remuneration for Directors and Audit & Supervisory Board Members)
1. The Company shall ensure “transparency,” “fairness,” and “objectivity” when determining compensation for
Directors and Audit & Supervisory Board Members.
2. The following structure shall apply to compensation for Directors and Audit & Supervisory Board Members.
Applicable personnel
Fixed compensation
Performance-linked
Share compensationcompensation〇〇〇
Directors (Full-Time)〇〇
Outside Directors,―
Directors (Part-Time)〇
Audit & Supervisory――
Board Members*With respect to the composition ratios of each type of compensation within the base amount ofcompensation for Directors, in principle, the higher their positions, the greater the ratios of performance linked compensation and share compensation.

64

3.

The purpose of each type of compensation is as described below.
Compensation type
Purpose
Performance-linked
Performance-linked compensation reflects the performance of ancompensation
organization or an individual against the predetermined company andindividual targets and is introduced to strengthen individuals’ incentives toraise the Company’s corporate value.
Share compensation
Share compensation is linked to the Company’s share price and isintroduced to encourage the recipients to fulfill their accountability toshareholders by sharing returns on the Company’s shares with them.
4. The Board of Directors shall set the level of compensation according to the responsibilities of each Director, after
setting the standard amount for each position held by Directors taking into consideration factors such as thebusiness performance of the Company and the level of compensation in other companies.
5. Of the different types of compensation, etc., for Directors, fixed compensation and performance-linked
compensation shall be paid monthly, while share compensation shall be delivered upon resignation.
6. The Board of Directors shall determine the contents of compensation, etc., to individual Directors and otherimportant matters concerning compensation to Directors and Audit & Supervisory Board Members. Decisions
on any matter requiring consultations with the Compensation Committee shall be made after obtaining opinionsof the said Committee.
h. Reasons the Board of Directors determined that the content of remuneration, etc. to individual
Directors is in line with the policy
The Compensation Committee, where an Outside Director serves as chair and Outside Directors constitute amajority of the members, reports to the Board of Directors on the content of remuneration, etc. to individual
Directors, and the Board of Directors determines the content based on the report. With regard to entrustmentof the determination on reduction of the remuneration, etc. for each individual Director as stated in “f.
Method for determining remuneration, etc. for each individual Director and Audit & Supervisory Board
Member”, decision is made subject to the approval of the Compensation Committee members and provided
that it does not deviate significantly from the proposal presented to the Board of Directors. Therefore, thecontent is considered to be in line with the policy, which includes ensuring transparency, fairness, andobjectivity.
(3) Liability Limitation Agreements and Indemnity Agreementsa. Liability limitation agreements
Name

Outline of the contract to limit liability

Takashi Mitachi (outside director)
Nobuhiro Endo (outside director)
Shinya Katanozaka (outside director)
Emi Osono (outside director)
Kosei Shindo (outside director)
Robert Alan Feldman (outside director)
Haruka Matsuyama (outside director)
Akihiro Wani (outside audit & supervisoryboard member)
Nana Otsuki (outside audit & supervisoryboard member)
Junko Shimizu (outside audit & supervisoryboard member)

In accordance with the provisions of Article 427,
paragraph 1 of the Companies Act of Japan, the Company
has entered into an agreement with the persons listed inthis table to limit their liability provided for in Article 423,
paragraph 1 of the Companies Act of Japan. The limitationof liability under the agreement is the higher of either 10
million yen or the Minimum Liability Amount provided in
Article 425, paragraph 1 of the Companies Act of Japan.
Furthermore, this limitation of liability shall only apply if
the person has acted in good faith and without grossnegligence in the performance of the duties that caused theliability.

b. Indemnity agreements
None.

65

(4) Directors and Officers Liability Insurance
Scope of insured persons
Directors, Audit & Supervisory Board
Members and Executive Officers of theCompany and a part of our domestic
subsidiaries

Outline of the contents of directors and officers
liability insurance
The Company has entered into a directors andofficers liability insurance contract provided for in
Article 430-3, paragraph 1 of the Companies Act
of Japan with an insurance company. The contract
covers damages and defense costs that may arise
when the insured assumes liability for the
execution of his or her duties or receives a claim
related to the pursuit of such liability. A deductible
amount is established under the contract, andinsured persons are required to cover damages anddefense costs up to a certain amount.

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Posts (As of March 31, 2024)
The other posts of outside directors and outside audit & supervisory board members are as described in “2.
Matters Concerning Directors and Audit & Supervisory Board Members (1) Directors and Audit &Supervisory Board Members”.
Of the entities at which outside directors and outside audit & supervisory board members have other posts,
Rakuten Group, Inc., where Mr. Takashi Mitachi serves as outside director, has subsidiaries operating in theproperty and casualty insurance industry and the life insurance industry. JAPAN POST HOLDINGS Co., Ltd.,
where Mr. Kosei Shindo serves as outside director, has a subsidiary operating in the life insurance industry.
The Company also has subsidiaries operating in the property and casualty insurance industry and the life
insurance industry, and its business domain overlaps with those of which companies indicated above.
(2) Principal Activities
Name
Takashi Mitachi(outside director)

Current term
in officeAttendance of board
meetings, etc.

Major activities including theremarks made at board meetings, etc.

6 years and 9monthsAttended all 12 board of
directors’ meetings held
during fiscal year 2023.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight as a specialist in business
management acquired throughmany years of experience in a
consulting firm and a managementrole. In addition, as a member of
the Compensation Committee, he
has also contributed to thefulfillment of supervisory
functions, including throughperformance evaluations andestablishment of an appropriatecompensation system for the
President, directors and executive
officers.

66

4 years and 9monthsAttended all 12 board of
directors’ meetings held
during fiscal year 2023.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight as a specialist in business
management acquired throughmany years of experience in a
management role. In addition, as
the chair of the Compensation
Committee, he has also contributed
to the fulfillment of supervisory
functions, including throughperformance evaluations andestablishment of an appropriatecompensation system for the
President, directors and executive
officers.

Shinya Katanozaka(outside director)

3 years and 9monthsAttended all 12 board of
directors’ meetings held
during fiscal year 2023.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight as a specialist in business
management acquired throughmany years of experience in a
management role. In addition, as
the chair of the Nomination
Committee, he has also contributed
to the fulfillment of supervisory
functions, including throughnominations of the President,
directors, audit & supervisoryboard members and executive
officers.

Emi Osono(outside director)

2 years and 9monthsAttended all 12 board of
directors’ meetings held
during fiscal year 2023.

She has fulfilled her supervisory
functions by presenting inquiries andremarks at the board of directors’
meetings, based on her insight into
corporate management acquired
through many years of research into
corporate strategy, etc. In addition,
as a member of the Nomination
Committee, she has also
contributed to the fulfillment ofsupervisory functions, including
through nominations etc. of the
President, directors, audit &supervisory board members andexecutive officers.

Kosei Shindo

9 months

Attended 9 out of the 10
board of directors’
meetings held during
fiscal year 2023 after
assuming the position of
director.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight as a specialist in business
management acquired throughmany years of experience in a
management role. In addition, as amember of the Nomination
Committee, he has also contributed

Nobuhiro Endo(outside director)(outside director)67

to the fulfillment of supervisory
functions, including throughnominations of the President,
directors, audit & supervisoryboard members and executive
officers.
Robert Alan Feldman 9 months

Attended all 10 board of
directors’ meetings held
during fiscal year 2023
after assuming the positionof director.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight acquired through many
years of experience as an
economist at financial institutions.
In addition, as a member of theCompensation Committee, he has
also contributed to the fulfillmentof supervisory functions, including
through performance evaluations
and establishment of an appropriatecompensation system for the
President, directors and executive
officers.

9 months

Attended all 10 board of
directors’ meetings held
during fiscal year 2023
after assuming the positionof director.

She has fulfilled her supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on her
insight into corporate legal affairs
which was acquired through many
years of experience as an attorneyat-law. In addition, as a member of
the Compensation Committee, she
has also contributed to thefulfillment of supervisory
functions, including throughperformance evaluations andestablishment of an appropriatecompensation system for the
President, directors and executive
officers.

9 years and 9monthsAttended all 12 board of
directors’ meetings and all
12 audit & supervisoryboard meetings held during
fiscal year 2023.

He has fulfilled his audit functions
by presenting inquiries and remarks,
based on his insight acquired throughmany years of experience in his roleas an attorney-at-law.

5 years and 9monthsAttended all 12 board of
directors’ meetings and all
12 audit & supervisoryboard meetings held during
fiscal year 2023.

She has fulfilled her audit functions
by presenting inquiries and remarks,
based on her insight acquired
through many years of experience inher role as an analyst in financial
institutions.

9 months

Attended all 10 board of
directors’ meetings and all
10 audit & supervisoryboard meetings held during
fiscal year 2023 after
assuming the position ofaudit & supervisory board
member.

She has fulfilled her audit functions
by presenting inquiries and remarks,
based on her insight acquired
through many years of experience
working for financial institutions aswell as researching international
finance.

(outside director)

Haruka Matsuyama(outside director)

Akihiro Wani(outside audit &supervisory board
member)Nana Otsuki(outside audit &supervisory board
member)Junko Shimizu(outside audit &supervisory board
member)68

Notes: 1. Current term in office of each of the members is as of March 31, 2024.
2. Description in the "Attendance of board meetings etc." and "Major activities including the remarks made atboard meetings etc." includes attendance of audit & supervisory board meetings and major ac tivities including
the remarks made at audit & supervisory board meetings of outside audit & supervisory board members.
3. All 12 board of directors’ meetings held during fiscal year 2023 were ordinary meetings. All 12 audit &supervisory board meetings held during fiscal year 2023 were ordinary meetings.
4. On December 26, 2023, Tokio Marine & Nichido, a subsidiary of the Company, received a business
improvement order from the Financial Services Agency under the Insurance Business Act, which ascertainedthat the company’s conduct could be considered to be in violation of the Act on Prohibition of Private
Monopolization and Maintenance of Fair Trade and inappropriate in light of the purpose of the Act, and that
there were underlying systemic issues that led to such conduct. While they each were not aware of the facts ofthe case in advance, they had regularly made recommendations at the board of directors’ meetings and othermeetings from the viewpoint of strengthening Group governance and ensuring legal compliance. After they
became aware of the relevant facts, they have fulfilled their responsibilities from the perspective ofmanagement control of the Group, by making statements, etc. of emphasizing the necessity and importance ofthorough investigation and analysis of the root causes.

(3) Remuneration , etc.

Total amount of
remuneration, etc.

Number of persons toreceive remuneration, etc.

Remuneration, etc.
received from theinsurance holding
company (the Company)

Remuneration, etc. received
from the parent company, etc.
of the insurance holding
company (the Company)

13 persons

162 million yen-(4) Comments of Outside Directors and Outside Audit & Supervisory Board Members
No comments with regard to (1) to (3) above.
4. Matters Concerning Common Shares(1) Number of Shares (As of March 31, 2024)
Total number of shares authorized to be issued: 8,000,000 thousand shares
Total number of the issued shares: 1,978,000 thousand shares (including 3,453 thousand treasury shares)(2) Total Number of Shareholders for this fiscal year
219,860(Composition ratio by type of shareholders)
Financial institutions:37.0%
Financial instruments firms:
6.1%
Other domestic companies:
5.5%
Foreign companies, etc.:
37.1%
Individuals and others:
14.1%
Treasury shares:
0.2%

69

(3) Major Shareholders (As of March 31, 2024)
Capital contribution
to the Company

Shareholders

Number ofshares held

Ratio ofshares heldThousand shares%

The Master Trust Bank of Japan, Ltd. (Trust Account)332,387

16.8

Custody Bank of Japan, Ltd. (Trust Account)

145,615

7.4

Meiji Yasuda Life Insurance Company

42,604

2.2

State Street Bank West Client – Treaty 505234

37,253

1.9

JP Morgan Chase Bank 385632

30,377

1.5

Tokai Nichido Employee Stock Ownership Plan

30,017

1.5

Barclays Securities Japan Limited

29,602

1.5

SSBTC CLIENT OMNIBUS ACCOUNT

29,333

1.5

JP Morgan Chase Bank 385781

26,713

1.4

JP Morgan Securities Japan Co., Ltd.

23,785

1.2

Note: The ratio of shares held is calculated after deducting 3,453 thousand treasury shares held by the Company.

(4) Common Shares Allotted to Directors and Audit and Supervisory Board Members during the Fiscal Year
Number of shares
Number of people to whom shares
have been delivered
Directors (excluding Outside
31,6001
Directors)
Outside Directors
24,8002
Note: The number of shares includes shares delivered in consideration for the performance of duties by the executive
officers of the Company, and the directors and executive officers of its major subsidiaries.

70

5. Matters Concerning Share Acquisition Rights
The following table sets forth the status and outlines of the share acquisition rights issued by the Company to directors,
audit & supervisory board members, and executive officers of Tokio Marine Holdings and its major subsidiaries(collectively, “Company Officers, etc.”) as remuneration for the performance of their respective duties as of the end of the
fiscal year:
Number ofshareacquisitionrights (as ofthe end of the
fiscal year)

Class andnumber ofsharesunderlying
shareacquisitionrights (as ofthe end of the
fiscal year)
1,800
commonsharesAmountpayable atissuance

Amount to be
paid upon
exercise ofshareacquisitionrightsExerciseperiodJuly 2011
6
219,500 yen
Share
Acquisition
RightsJuly 2012
17
5,100
181,900 yen
SharecommonAcquisition
sharesRights
30 years from
July 2013
10
3,000
332,600 yen
the allotment
Sharecommonof the share
Acquisition
shares1 yen peracquisition
RightsrightsJuly 2014
8
2,400
310,800 yen share
SharecommonAcquisition
sharesRightsJuly 2015
8
2,400
500,800 yen
SharecommonAcquisition
sharesRightsJuly 2016
92,700
337,700 yen
SharecommonAcquisition
sharesRightsJuly 2017
13
3,900
455,100 yen
SharecommonAcquisition
sharesRightsJuly 201811
3,300
500,700 yen
SharecommonAcquisition
sharesRightsJuly 201910
3,000
523,700 yen
SharecommonAcquisition
sharesRights
Notes: 1. All share acquisition rights are issued by the Company pursuant to a stock -linked compensation plan.
2. The share acquisition rights set forth in the table above are, pursuant to Article 238, Paragraph 1 andParagraph 2 of the Companies Act and Article 240 of the same Act, issued to the Company Officers, etc. by
set-off against monetary remuneration claims that are consideration for execution of duties at the respective
company.
3. Company Officers, etc. that are holders of share acquisition rights may only exercise share acquisition rights
after he/she has resigned from his/her position as a director, audit & supervisory board member, or executive
officer of the respective entity.

71(1) Share Acquisition Rights held by Directors and Audit & Supervisory Board Members of the Insurance
Holding Company as of the End of the Fiscal Year

Number ofshareacquisitionrightsClass andnumber ofsharesunderlying
shareacquisitionrightsDirectors (except outside
directors)
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights-

Outside Directors
Number of
persons
holdingshareacquisitionrights-Number ofshareacquisitionrightsJuly 2012
Share
Acquisition
Rights17

5,100
commonsharesJuly 2013
Share
Acquisition
Rights10

3,000commonshares----1 person

10

July 2014
Share
Acquisition
Rights82,400
commonshares----1 person

8

July 2015
Share
Acquisition
Rights82,400
commonshares----1 person

8

July 2016
Share
Acquisition
Rights92,700
commonshares---1 person

9

July 2017
Share
Acquisition
Rights13

3,900
commonshares----1 person

13

July 2018
Share
Acquisition
Rights11

3,300
commonshares----1 person

11

July 2019
Share
Acquisition
Rights10

3,000commonshares----1 person

10--

Audit & Supervisory
Board Members
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights1 person17

Note: As of the end of the fiscal year, one of the directors and audit & supervisory board members of the Company has beenallotted the share acquisition rights set forth in this table, which were granted as remuneration for the performance of his
duties while he was a director, and other share acquisition rights as described below, which were granted as remuneration
for the performance of his duties as an executive officer of the Company at the time of issuance of share acquisition rights.
The July 2011 Share Acquisition Rights: 6(2) Share Acquisition Rights Allotted to Employees, etc. during the Fiscal Year
None.

72

6. Matters Concerning the Independent Auditor(1) Independent Auditor
Name

PricewaterhouseCoopers
Japan LLC
Designated Limited
Liability Partners:

Remuneration, etc. for fiscal year 2023

Other matters

144 million yen

Non-audit services (i.e., services
other than those stipulated in
Article 2, paragraph 1 of theCertified Public Accountants Law)provided to the Company by the
independent auditor for a fee:accounting advisory service related
to International Financial ReportingStandards (IFRS) and otherservices.

Takaaki Ino
Takaki Suzuki
Hiromasa Yamamoto

Notes: 1. The Audit & Supervisory Board has conducted necessary verification on the properness of the auditor’s audit
plan, the performance of the audit and the grounds for the auditor’s estimate of remunerati on, etc. and has
consented to the amount of the auditor’s remuneration, etc. as set forth in paragraph 1, Article 399 ofCompanies Act of Japan.
2. The audit engagement letter entered into between the Company and the independent auditor does not clearly
distinguish between the remuneration, etc. for audit services required by the Companies Act of Japan and the
remuneration, etc. for a part of audit services required by the Financial Instruments and Exchange Act ofJapan, and also these services are practically inseparable. Therefore, remuneration, etc. for fiscal year 2023 in
the table above shows the aggregate amount of these remu nerations.
3. The total amount of cash and other financial benefits payable to the independent auditor by the Company a ndits subsidiaries is 955 million yen.

(2) Liability Limitation Agreements and Indemnity Agreements
None.
(3) Other Matters Concerning the Independent Auditor
a. Policy regarding dismissals or decisions not to reappoint an independent auditor
The Company has adopted a policy regarding decisions on dismissing or not reappointing an independent
auditor as described below.
The Audit & Supervisory Board shall dismiss an independent auditor if the independent auditor is deemed tofall under any of the items of Article 340, paragraph 1 of the Companies Act of Japan, based on the consent of
all of Audit & Supervisory Board members. The Audit & Supervisory Board comprehensively evaluates theprofessional knowledge, audit ability, audit quality, independence from the Company, and other qualificationsof the independent auditor according to the evaluation criteria established by the Audit & Supervisory Board.
If the Audit & Supervisory Board finds any problems in the qualification of an independe nt auditor orotherwise considers it appropriate to dismiss or not reappoint the independent auditor, the Audit &Supervisory Board shall, by resolution, submit to the general meeting of shareholders a proposal for thedismissal or non-reappointment of the independent auditor.
b. Audit of financial statements of major subsidiaries, etc. of the insurance holding company conducted byaudit firms other than the independent auditor of the insurance holding company
The financial statements of overseas subsidiaries, etc. are audited by audit firms overseas, including themember firms of PricewaterhouseCoopers which is affiliated with PricewaterhouseCoopers Japan LLC.
7. Basic Policy Regarding Persons Who Control the Company’s Decisions on Financial Matters andBusiness Policies
None.

73

8. System to Assure Appropriate Business Operations(1) Overview of the Resolution on Establishment of a System to Assure Appropriate Business
Operations
The Company has formulated its “Basic Policy for Internal Control” below by a resolution of the Board of
Directors, and established a system to ensure appropriate business operations (internal control system).
Basic Policy for Internal Control
Tokio Marine Holdings, Inc. (the "Company") shall establish a basic policy for internal control in accordancewith the Companies Act of Japan and its Ordinance for Enforcement, as follows:
1. System for ensuring proper operations within the Tokio Marine Group (the "Group")(1)Based on the Tokio Marine Group corporate philosophy, the Company, as the holding company controllingthe businesses of the Group, by establishing both the Group's basic policies for the administration ofGroup companies and a system of reporting to the Board of Directors, shall imp lement the Company's
management system for all Group companies.
a. The Company shall administer the business of Group companies under its direct management ("Managed
Companies") by concluding business management agreements with them and through other means .
(a) The Company shall provide Managed Companies with the Group's basic policies that form thefundamentals of the Group's management strategies and the Company's management.
(b)Business strategies, business projects and other important plans by Managed Companies shall be subject to
the Company's prior approval.
(c) Managed Companies shall report to the Company their initiatives based on the Group's basic policies, theprogress of their business plans, and the facts likely to exert serious impacts on their business operation(not only meaning financial impacts, but also including impacts in terms of reputation).
b. The business management of Group companies other than Managed Companies shall, in principle, be madethrough Managed Companies.
(2)The Company shall establish the Group’s basic policy for capital allocation and implement systems for
operating the capital allocation program.
(3)The Company shall establish the Group's basic policy for accounting, understand its consolidated financial
position and the Group companies' financial positions, and implement systems for obtaining approval
from, and submitting reports to, shareholders and supervisory organizations and submitting tax returns toauthorities in a proper manner.
(4)The Company shall establish the Group's basic policy for internal controls over financial reporting andimplement systems for ensuring the appropriateness and reliability of financial reporting.
(5)The Company shall establish the Group's basic policy for disclosure and imp lement systems for disclosing
information on corporate activities in a timely and proper manner.
(6)The Company shall establish the Group's basic policy for IT governance and implement systems forachieving IT governance.
(7)The Company shall establish the Group's basic policy for personnel matters with a view to enhancing
productivity and corporate value through comprehensive efforts to enhance employees' satisfaction andpride in their work and promoting fair and transparent personnel management linked with proper
performance evaluation.
(8) The Company shall establish the Group Audit Committee, which shall execute the following duties, among others,
and report the details of such execution to the Board of Directors.
a. Evaluation of the formulation and implementation of various policies and actions, deliberation regarding
improvement measures, and comprehensive coordination and promotion regarding the development of the Group's
internal control system
b. Verification of the formulation and implementation status of appropriate preventative measures for misconducts andserious incidents that have occurred at domestic and overseas Group companies

74

c. Examination of incidents at peer companies in other industries and their relevance to the Tokio Marine Group,
consideration of the potential and probability of similar incidents in the Group, simulation of scenarios for likely
events, verification of the effectiveness of the Group’s existing countermeasures, directing Group companies to
conduct thematic audits and reviewing their results
2. System for ensuring the execution of professional duties in accordance with applicable laws, regulations
and the Articles of Incorporation(1)The Company shall establish the Group's basic policy for compliance and implement compliance systems.
a. The Company shall establish a department supervising compliance.
b. The Company shall formulate the Group’s code of conduct and ensure that all directors and employees of
the Group respect such code of conduct and give top priority to compliance in all phases of the Group'sbusiness activities.
c. The Company shall have Managed Companies prepare compliance manuals and widely promotecompliance within the Group by means of training on laws, regulations, internal rules and other mattersthat all directors and employees of the Group must respect.
d. The Company shall establish reporting rules in the event of a violation of laws, regulations or internal
rules within any of the Managed Companies and, in addition to usual reporting routes, set up hotlines(internal whistle-blower systems) to an internal and external organization and keep all directors andemployees of the Group well informed as to the use of the systems.
(2)The Company shall establish an internal audit department separate and independent of other departments,
establish the Group's basic policy for internal audits of the Group and implement systems for efficient andeffective internal audits within the Company and Group companies.
3. System for risk management(1)The Company shall establish the Group's basic policy for risk management and implement risk
management systems.
a. The Company shall establish a department supervising risk management.
b. The Company shall perform risk management by following the basic processes of risk identification,
evaluation and control, contingency planning and assessment of outcomes through risk monitoring andreporting.
c. The Company shall have each of the Managed Companies perform risk man agement appropriate to its
types of business and its risk characteristics.
(2)The Company shall establish the Group's basic policy for integrated risk management and perform
quantitative risk management across the entire Group to maintain credit ratings a nd prevent bankruptcies.
(3)The Company shall establish the Group's basic policy for crisis management and implement systems forcrisis management.
4. System for ensuring efficient execution of professional duties(1)The Company shall formulate a medium-term management plan and an annual plan (including numericaltargets, etc.) for the Group.
(2)The Company shall establish rules regarding the exercise of authority and construct an appropriateorganizational structure for achieving its business purposes in order to realize efficient execution ofoperations through a proper division of responsibilities and a chain of command.
(3)The Company shall formulate rules for and establish a "Management Meeting ," composed of directors,
executive officers and other relevant persons, that shall discuss and report on important management
issues.
(4)The Company shall establish systems for ensuring efficient execution of professional duties at the Group
companies as well as the Company in addition to the above (1) to ( 3).
5. System for preserving and managing information concerning the execution of directors' duties
The Company shall establish rules for the preservation of documents and other materials. The minutes ofimportant meetings and documents containing material information regarding the execution of duties by the
directors and the executive officers shall be preserved and managed appropriately in accordance with such75

rules.
6. Matters concerning support personnel to the Audit & Supervisory Board members(1)The Company shall establish the “Office of Audit & Supervisory Board” under the direct control of the
Audit & Supervisory Board members for the purpose of supporting them in the performance of theirduties. Upon request of the Audit & Supervisory Board members, the Company shall assign full-time
employees having sufficient knowledge and ability to support the members in the performance of theirduties.
(2)Employees assigned to the Office of Audit & Supervisory Board shall perform duties ordered by the Audit& Supervisory Board members and other work necessary for proceeding with audits, and such employees
shall have the right to collect information necessary for audit purposes.
(3)Performance evaluations, personnel transfers and disciplinary action concerning su ch employees shall bemade with the approval of the full-time members of the Audit & Supervisory Board.
7. System of reporting to the Audit & Supervisory Board(1)Directors and employees shall regularly report to the Audit & Supervisory Board on manageme nt, financial
condition, compliance, risk management, internal audits and other matters. In the event that they detect amaterial violation of laws, regulations or internal rules concerning the execution of operations of theCompany or a Group company or a fact likely to cause significant damage to the Company or the Group,
they shall immediately report thereof to the Audit & Supervisory Board.
(2)The Company shall establish a system to ensure that the Audit & Supervisory Board members shall be
notified by directors and employees or those who receive reports from them, in the event that they detect amaterial violation of laws, regulations or internal rules concerning the execution of operations of theCompany or a Group company, or a fact likely to cause considerable damage to the Company or the Group.
(3)The Company shall establish systems necessary to ensure that directors and employees who report thematters described in the preceding paragraph to the Audit & Supervisory Board, shall not be given any
disadvantageous treatment as a result.
(4)Directors and employees shall regularly report to the Audit & Supervisory Board on matters such as how
the hotlines (the internal whistle-blower system) are used and reports and consultations made.
8. Other systems for ensuring effective audits by the Audit & Supervisory Board members(1)The Audit & Supervisory Board members shall attend meetings of the Board of Directors, have the right toattend Management Meetings and other important meetings and committees, and express their opinions.
(2)The Audit & Supervisory Board members shall have the right to inspect at any time the minutes ofimportant meetings and other important documents relating to decisions approved by directors andexecutive officers.
(3)Directors and employees shall, at any time upon the request of the Audit & Supervisory Board members,
explain matters concerning the execution of their duties.
(4)The Internal Audit Department shall strengthen its coordination with the Audit & Supervisory Board
members by assisting in the audit process and through other means.
(5)The Company shall pay all the expenses and fees incurred in the execution of duties by the Audit &Supervisory Board members, except to the extent that the Company proves that su ch expenses are notnecessary.
9. Amendment and Repeal
This Policy may be amended or repealed by the Board of Directors of the Company. Notwithstanding theforegoing, the General Manager, Head of the Corporate Planning Department may approve minor
amendments to the Policy.
Amended on April 1, 2024
(Note) Amended as of April 1, 2024. The text set forth above reflects the amendment.
(2) Overview of Implementation of Internal Control Systema. Internal Control System in General
76

The Company has formulated its “Basic Policies for Internal Controls” and, in accordance with these Policies,
the Company has established an internal control system for the entire Group including management control ofgroup companies, compliance, risk management, internal audits and audits by Audit & Supervisory Board
Members, through which it endeavors to ensure proper operations while raising corporate value. The
Company monitors the status and practical application of the Internal Control System, and the Board of
Directors confirms the details of the monitoring based on deliberations at the Internal Control Committee.
With regard to the Internal Control Committee, the Company decided to reorganize it as of April 1, 2024 toestablish a Group Audit Committee due in part to a recent incident at a Group company, including pricefixing of corporate insurance premiums, in order to further strengthen and enhance the Group’s compliancesystem and internal control and governance systems.
b. Efforts related to Management Control of Group Companies
The Company has formulated various basic policies that the Group is required to comply with in order toensure proper Group operations and to ensure compliance with laws, regulations and the Articles ofIncorporation of the Company. The Company also reviews the policies each year to determine whether any
new policies or revisions to existing policies are necessary and the Company has revised a part of such basic
policies fiscal year of 2023.
In the Group’s basic policies about management of Group companies, certain material items relating to thebusinesses of the Company’s major Group companies for which prior approval from or report to the Company
is required are identified. In accordance with these policies, the Company gives prior approval to businessand other plans of major Group companies.
c. Efforts related to Compliance
The Group conducts training each year to inform directors and officers of laws, regulations and internal rulesthat directors and officers are required to comply with.
The Group has also installed hotlines for directors and officers to report internally regarding potential
compliance issues and the Group is responding to reports. The Company’s hotline can respond to internalreports in multiple languages from Japan and abroad. And in order to improve the effectiveness of the system,
the Group is also working to disseminate information on matters such as the use of the system and protectionof whistleblowers through training, etc.
In order to continuously enhance the compliance system across the whole Group, the Group, under theleadership of a chief officer who oversees legal affairs and compliance throughout the Group, is particularly
focused on working to develop a system for fields that require global responses, such as economic sanctions,bribery, personal data protection, and competition laws.
d. Efforts related to Risk Management
The Company identifies risks that may have material effect on the financial soundness and continuity ofoperations of the Company, establishes countermeasures against such risks, deliberates on the implementationof such countermeasures at the Internal Control Committee and confirms their effectiveness at board of
directors’ meetings.
Companies face increasingly diverse and complex risks, which include rising tensions in international affairs,
more frequent and severe natural disasters, and more sophisticated cyberattacks. In fiscal year 2023, theCompany worked to strengthen its response readiness at the time of discovering risks, such as by conducting
drills simulating scenarios such as earthquakes directly beneath Tokyo and cyberattacks, together withdomestic Group companies.
In order to maintain credit ratings and prevent bankruptcy, the Board of Directors conducts a multi-faceted77investigation to confirm that the Group’s real net assets are at a sufficient level compared to the risks theGroup faces and confirms that financial soundness is maintained.
e. Efforts related to Internal Audits
In order to achieve management objectives effectively, the Company conducts internal audits of theoperations of each department, and offers recommendations regarding improvements for any issues that are
identified. In addition, we request Group companies to conduct efficient and effective internal audits inaccordance with the type and degree of risk, while monitoring the implementation status of internal audits at
Group companies and the status of their internal control systems, mainly through reports of the results of theirinternal audits. In fiscal year 2023, the Company continued to work on such as collaboration initiatives withmajor Group companies to strengthen internal audit functions and provide support for improving internal
audit quality. The Company also conducted an external evaluation of the internal audit functions of the entire
Group, and confirmed that international standards for internal audits are generally met.

f. Efforts to Ensure Effective Audits by Audit & Supervisory Board Members
The Company assigns dedicated employees to assist the operations of Audit & Supervisory Board Members.
The Company also has a system in place for reporting to Audit & Supervisory Board Members, as well as asystem to ensure effective audits by Audit & Supervisory Board Members.
Under these systems, Audit & Supervisory Board Members audit the execution of duties by Directors byattending meetings of the Board of Directors and other important meetings, inspecting important approval
documents, interviewing officers and employees in executive units, and conductin g interviews.
The Internal Audit Department collaborates with Audit & Supervisory Board Members by providing themwith information on the internal audit plan and the outcome of the internal audit.
On December 26, 2023, Tokio Marine & Nichido, a subsidiary of the Company, received a business
improvement order from the Financial Services Agency under the Insurance Business Act, which ascertainedthat the company’s conduct could be considered to be in violation of the Act on Prohibition of Private
Monopolization and Maintenance of Fair Trade and inappropriate in light of the purpose of the Act, and that
there were underlying systemic issues that led to such conduct. Tokio Marine & Nichido deeply regrets its
conduct and has worked on the formulation of reoccurrence prevention measures, etc., and submitted abusiness improvement plan to the Financial Services Agencies on February 29, 2024.
As a holding company, the Company’s Board of Directors will confirm and verify the effectiveness andsufficiency of the business improvement plan of Tokio Marine & Nichido, as well as direct necessary
responses, and continue to supervise it in an appropriate manner.
9. Items related to Specified Wholly-owned Subsidiary(1) Name and Address of the Specified Wholly-owned Subsidiary
Tokio Marine & Nichido Fire Insurance Co., Ltd.
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo, Japan(2) The Total Book Value of Shares of the Specified Wholly-owned Subsidiary Owned by the Company
and its Wholly-owned Subsidiaries and Other Related Companies as of the End of the Fiscal Year
2,098,509

million yen(3) Total Amount Recorded in the Assets Section of the Balance Sheet pertaining to the Company’s
Current Fiscal Year78

2,376,823

million yen

10. Matters Concerning Transactions with the Parent Company, etc.
None.
11. Matters Concerning Accounting Advisers (Kaikei Sanyo)
None.
12. Other Matters
None.

79

Consolidated Balance Sheet(Yen in millions)
As of March 31, 2024
Assets896,898
999
2,326,324
7
20,680,544
2,817,606
399,579
132,337
209,423
7,162
50,656
1,150,669
280,642
372,624
497,4022,283,818
4,757
46,467
1,644(14,449)
30,594,869

Cash and bank deposits
Receivables under resale agreements
Monetary receivables bought
Money trusts
Securities
Loans
Tangible fixed assets
Land
Buildings
Construction in progress
Other tangible fixed assets
Intangible fixed assets
Software
Goodwill
Other intangible fixed assets
Other assets
Net defined benefit assets
Deferred tax assets
Customers' liabilities under acceptances and guarantees
Allowance for doubtful accounts
Total assets
Liabilities

22,031,174
4,739,831
17,291,343
224,404
2,276,653
522,577
1,754,075
236,623
113,652
3,455
140,250140,250
378,830
4,838
1,644
25,411,528

Insurance liabilities
Outstanding claims
Underwriting reserves
Corporate bonds
Other liabilities
Payables under securities lending transactions
Other liabilities
Net defined benefit liabilities
Provision for employees' bonus
Provision for share awards
Reserves under special laws
Reserve for price fluctuation
Deferred tax liabilities
Negative goodwill
Acceptances and guarantees
Total liabilities
Net assets
Share capital
Retained earnings
Treasury stock
Total shareholders' equity
Unrealized gains (losses) on available-for-sale securities
Deferred gains (losses) on hedge transactions
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Unrealized gains (losses) on insurance liability of overseas subsidiaries
Total accumulated other comprehensive income
Stock acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

80

150,000
2,378,790(14,167)
2,514,622
1,927,604(9,270)744,786(477)(662)
2,661,980
33
6,704
5,183,341
30,594,869

Consolidated Statement of Income(Yen in millions)Fiscal year 2023
(April 1, 2023 to March 31, 2024)

7,424,667
5,969,967
4,824,986
42,51532,922
1,049,852
19,6891,292,735
893,461
088,602
213,643
1,603
72,96455,382(32,922)
161,965
1,807
9,241
150,915
6,582,091
5,027,495
2,578,456
179,667
951,662
143,8752
563,195
213,594
392,343
4,695
260,337
30,9248,793
1,358
150,393
68,8671,255,677
38,58026,009
4,995
217
7,357
842,576

Ordinary income
Underwriting income
Net premiums written
Deposit premiums from policyholders
Investment income on deposit premiums
Life insurance premiums
Other underwriting income
Investment income
Interest and dividends
Gains on money trusts
Gains on trading securities
Gains on sales of securities
Gains on redemption of securities
Investment gains on separate accounts
Other investment income
Transfer of investment income on deposit premiums
Other ordinary income
Amortization of negative goodwill
Equity in earnings of affiliates
Other ordinary income
Ordinary expenses
Underwriting expenses
Net claims paid
Loss adjustment expenses
Agency commissions and brokerage
Maturity refunds to policyholders
Dividends to policyholders
Life insurance claims
Provision for outstanding claims
Provision for underwriting reserves
Other underwriting expenses
Investment expenses
Losses on sales of securities
Impairment losses on securities
Losses on redemption of securities
Losses on derivatives
Other investment expenses
Operating and general administrative expenses
Other ordinary expenses
Interest expenses
Increase in allowance for doubtful accounts
Losses on bad debts
Other ordinary expenses
Ordinary profit

81

(Yen in millions)Fiscal year 2023
(April 1, 2023 to March 31, 2024)

7,815
6,084
1,730
28,530
8,598
8,702
7,856
7,856
3,373
821,861
172,596(22,046)
150,550
671,310(24,497)695,808

Extraordinary gains
Gains on disposal of fixed assets
Other extraordinary gains
Extraordinary losses
Losses on disposal of fixed assets
Impairment losses on fixed assets
Provision for reserves under special laws
Provision for reserve for price fluctuation
Other extraordinary losses
Income before income taxes and non-controlling interests
Income taxes - current
Income taxes - deferred
Total income taxes
Net income
Net income (loss) attributable to non-controlling interests
Net income attributable to owners of the parent82

Consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2023 (April 1, 2023 to March 31, 2024)(Yen in millions)Shareholders' equity
Share capital
Beginning balance

150,000

Cumulative effects of revisionin accounting standards foroverseas subsidiaries
Restated balance

Retainedearnings

2,042,054

Treasury stock

Total
shareholders'equity(28,056)

2,163,998(67,059)
150,000

1,974,995(67,059)(28,056)

2,096,939

Changes during the year
Dividends(219,289)(219,289)

Net income attributable toowners of the parent

695,808

695,808(62,917)(62,917)

0

817

817

(75,988)

75,988－Purchases of treasury stock
Disposal of treasury stock
Cancellation of treasury stock
Changes in the scope of
application of equity
method

(146)

(146)

Changes in equity resulted
from increase in capital of
consolidated subsidiaries

(176)

(176)

Others

3,586

3,586

Net changes in items otherthan shareholders' equity
Total changes during the year
Ending balance－

403,794

13,888417,683

150,000

2,378,790(14,167)

2,514,622

Accumulated other comprehensive income
Unrealized gains Deferred gains(losses) on(losses) on
available-for-salehedge
securities
transactions
Beginning balance
Cumulative effects of revisionin accounting standards foroverseas subsidiaries
Restated balance

954,650(8,755)573
955,224

Unrealized
Foreign
gains (losses)
Remeasurements
currency
on insuranceof definedtranslation
liability of
benefit plansadjustments
overseassubsidiaries

535,662(14,471)(6,011)(8,755)

529,650－

Stockacquisitionrights

Noncontrollinginterests

Total net assets

33

26,731

3,657,849(10,081)(81,614)

16,6503,576,235

964(14,471)964

33Changes during the year
Dividends(219,289)

Net income attributable toowners of the parent

695,808

Purchases of treasury stock(62,917)

Disposal of treasury stock

817

Cancellation of treasury stock－

Changes in the scope of
application of equity method
Changes in equity resulted
from increase in capital of
consolidated subsidiaries

(146)
(176)
3,586

OthersNet changes in items otherthan shareholders' equity

972,380(515)

215,136

13,993(1,627)－(9,945)

1,189,422

Total changes during the year

972,380(515)

215,136

13,993(1,627)－(9,945)

1,607,105

1,927,604(9,270)744,786

(477)

(662)

33

6,704

5,183,341

Ending balance83Notes to Consolidated Financial Statements
Significant Accounting Policies
1. Scope of consolidation(1) Number of consolidated subsidiaries: 169 companies
Names of major consolidated subsidiaries:
Tokio Marine & Nichido Fire Insurance Co., Ltd.
Nisshin Fire & Marine Insurance Co., Ltd.
E. design Insurance Co., Ltd.
Tokio Marine & Nichido Life Insurance Co., Ltd.
Tokio Marine Millea SAST Insurance Co., Ltd.
Tokio Marine Asset Management Co., Ltd.
Tokio Marine North America, Inc.
Philadelphia Consolidated Holding Corp.
Delphi Financial Group, Inc.
HCC Insurance Holdings, Inc.
Privilege Underwriters, Inc.
Tokio Marine Kiln Group Limited
Tokio Marine Asia Pte. Ltd.
Tokio Marine Life Insurance Singapore Ltd.
Tokio Marine Seguradora S. A.
PEMZ 1 LLC and four other companies are included in the scope of consolidation from the fiscal year 2023 due to the new establishment, etc.
Tokio Marine Europe Limited and seven other companies are excluded from the scope of consolidation from the fiscal year 2023 due to the liquidation.
(2) Names of major non-consolidated subsidiaries
Names of major non-consolidated subsidiaries:
Tokio Marine & Nichido Adjusting Service Co., Ltd.
Tokio Marine Life Insurance (Thailand) Public Company Limited
Reason for exclusion from the scope of consolidation:
Each non-consolidated subsidiary is small in scale in terms of total assets, sales, net income or loss and retained earnings. As such non-consolidated
subsidiaries are not considered to materially affect any reasonable determination as to the Group's financial condition and results of operations, thesecompanies are excluded from the consolidation.
2. Application of the equity method(1) Number of non-consolidated subsidiaries and affiliates accounted for by the equity method: 7 companies
Names of major affiliates accounted for by the equity method:IFFCO-Tokio General Insurance Company Limited
Edelweiss Tokio Life Insurance Company Limited and one other company are excluded from the application of the equity method from the fiscal year
2023 due to the decline in influence, etc.
(2) The non-consolidated subsidiaries (Tokio Marine & Nichido Adjusting Service Co., Ltd., Tokio Marine Life Insurance (Thailand) Public Company
Limited, etc.) and other affiliates (Malayan Insurance Company, Inc., etc.) are not accounted for by the equity method because these companies have an
immaterial effect on the Company's consolidated net income or loss as well as consolidated retained earnings.
(3) The Company owns 30.1% of the total voting rights of Japan Earthquake Reinsurance Co., Ltd. through Tokio Marine & Nichido and Nisshin Fire.
However, the Company does not consider Japan Earthquake Reinsurance Co., Ltd. to be its affiliate since it cannot exert a significant influence on any
decision making of its policies given the highly public nature of their business.
(4) When a company accounted for by the equity method has a different closing date from that of the Company, in principle, the financial statements preparedat its closing date are used for presentation in the consolidated financial results.

84

3. Balance sheet date of consolidated subsidiaries
There are one domestic subsidiary and 159 overseas subsidiaries whose balance sheet dates are December 31. The consolidated financial statements incorporate
the results of these subsidiaries for the period ended December 31. Necessary adjustments for the consolidation are made for material transactions that occur
during the three-month lag between the balance sheet dates of these subsidiaries and the consolidated balance sheet date.
4. Accounting policies(1) Accounting for insurance contracts
Accounting for insurance contracts such as insurance premiums, outstanding claims and underwriting reserves of domestic consolidated insurance
subsidiaries is stipulated under Insurance Business Act and other laws and regulations.
(2) Valuation of securities
a. Trading securities are measured at fair value, with the costs of their sales being calculated based on the moving-average method.
b. Bonds held to maturity are recorded at amortized cost based on the moving-average method (straight-line method).
c. Bonds earmarked for underwriting reserves are stated at amortized cost under the straight-line method in accordance with the Industry Audit Committee
Report No. 21 "Temporary Treatment of Accounting and Auditing Concerning Securities Earmarked for Underwriting Reserve in Insurance
Industry" (issued by the Japanese Institute of Certified Public Accountants (the "JICPA"), November 16, 2000).
The following is a summary of the risk management policy concerning bonds earmarked for underwriting reserves.
In order to adequately manage interest rate risk related to assets and liabilities, Tokio Marine & Nichido Life has established "part of underwriting
reserve for individual insurance policies (non-participating or participating)" as an underwriting reserve subgroup. Tokio Marine & Nichido Life's
policy is to match the duration of the underwriting reserve in the subgroup with the same or similar duration of bonds that are earmarked forunderwriting reserves.
d. Available-for-sale securities (except for securities without a market price) are measured at fair value. Unrealized gains/losses on available-for-salesecurities are included in net assets, and the costs of sales are calculated using the moving-average method.
e. Securities without a market price in available-for-sale securities are stated at original cost by the moving-average method.
f. Securities held in individually managed money trusts that are mainly invested in securities for trading are measured at fair value.
(3) Valuation of derivative transactions
Derivative financial instruments are measured at fair value.
(4) Depreciation method for tangible fixed assets
Depreciation of tangible fixed assets is calculated using the straight-line method.
(5) Depreciation method for intangible fixed assets
Intangible fixed assets recognized in acquisitions of overseas subsidiaries are amortized over the estimated useful life reflecting the pattern of the assets'
future economic benefits.
(6) Accounting policies for significant reserves and allowancesa. Allowance for doubtful accounts
In order to prepare for the losses from bad debts, allowances are provided pursuant to the rules of asset self-assessment and the rules of asset write-off.
Allowances are provided by major domestic consolidated subsidiaries as follows.
For receivables from any debtor who has legally, or in practice, become insolvent (due to bankruptcy, special liquidation or suspension oftransactions with banks based on the rules governing clearing houses, etc.) and for receivables from any debtor who has substantially become insolvent,allowances are provided based on the amount of any such receivables deducting the amount expected to be collectible calculated based on the disposalof collateral or execution of guarantees.
For receivables from any debtor who is likely to become insolvent in the near future, allowances are provided based on the amount of any suchreceivables deducting the amount expected to be collectible through the disposal of collateral or execution of guarantees and the overall solvency
assessment of the relevant debtor.
For receivables other than those described above, allowances are the amount of receivables multiplied by the default rate, which is calculated basedon historical default experience in certain previous periods.
In addition, all receivables are assessed by the asset accounting department and the asset management department in accordance with the rules ofasset self-assessment. Subsequently, the asset auditing departments, which are independent from other asset-related departments, conduct audits of theassessment results of the other asset-related departments. Allowances are provided based on such assessment results as stated above.
b. Provision for employees' bonus
To provide for payment of bonuses to employees, the Company and its major consolidated domestic subsidiaries recognize Provisions for employees'
bonus based on the expected amount to be paid.
c. Provision for share awards
To provide the Company's shares to Directors and Executive Officers pursuant to the share delivery rules, the Company recognizes Provision for shareawards based on the expected amount of obligation as of the end of the fiscal year 2023.
d. Reserve for price fluctuation
Domestic consolidated insurance subsidiaries recognize reserves in accordance with Article 115 of the Insurance Business Act in order to provide forpossible losses or damages arising from fluctuation of share prices, etc.

85

(7) Accounting methods for retirement benefitsa. The method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, the method of attributing expected retirement benefits to periods is based on the benefit formula basis.
b. The method of amortization of actuarial gains and losses and past service costs
Actuarial gains and losses for each fiscal year are amortized proportionally from the following fiscal year using the straight-line method over a certain
number of years (5 to 13 years) within the average remaining work period of employees at the time of occurrence.
Past service costs are amortized by the straight-line method over a certain number of years (10 to 13 years) within the average remaining work
period of employees at the time of occurrence.
(8) Consumption taxes
For the Company and its domestic consolidated subsidiaries, consumption taxes are accounted for by the tax-excluded method except for costs such as
Operating and general administrative expenses incurred by domestic consolidated insurance subsidiaries which are accounted for by the tax-included
method.
In addition, any non-deductible consumption taxes, in respect of assets, are included in Other assets and are amortized over five years using thestraight-line method.
(9) Hedge accounting
a. Interest rate
To mitigate interest rate fluctuation risks associated with long-term insurance policies, Tokio Marine & Nichido conducts Asset Liability Management("ALM") to control such risks by evaluating and analyzing financial assets and insurance liabilities simultaneously.
As for interest rate swaps that are used to manage such risks, Tokio Marine & Nichido applies deferred hedge accounting to the swaps based upon
the Industry Committee Practical Guideline No. 26, "Accounting and Auditing Treatments related to Application of Accounting for Financial
Instruments in the Insurance Industry" (issued by the JICPA, March 17, 2022).
Assessment of hedge effectiveness is omitted because the companies group hedged insurance liabilities with the interest rate swaps that are thehedging instruments, based on the period remaining for the instruments, and the hedge is highly effective.
b. Foreign exchange
Major domestic consolidated insurance subsidiaries apply fair value hedge accounting, deferred hedge accounting or assignment accounting for certain
foreign exchange forwards and certain currency swaps used to reduce future currency risk such as in assets denominated in foreign currency.
Assessment of hedge effectiveness is omitted because the principal terms of the hedging instruments and the hedged items are identical and the hedge ishighly effective.
(10) Methods and periods of amortization of goodwill
Regarding goodwill recognized as an asset on the consolidated balance sheet, goodwill in connection with Philadelphia Consolidated Holding Corp. isamortized over 20 years using the straight-line method. Goodwill in connection with HCC Insurance Holdings, Inc. is amortized over 10 years using thestraight-line method. Goodwill in connection with Privilege Underwriters, Inc. is amortized over 15 years using the straight-line method. Other goodwill isamortized over 5 to 10 years using the straight-line method. Other goodwill in small amounts is amortized immediately.
Negative goodwill incurred before March 31, 2010 and recognized as a liability on the consolidated balance sheet is amortized over 20 years using thestraight-line method.

86

Significant Accounting Estimates
Items including accounting estimates that could have a significant impact on the financial condition or results of operations of the Company and its consolidated
subsidiaries are as follows:
1. Outstanding claims(1) The carrying amount shown on the consolidated balance sheet as of March 31, 2024
Outstanding claims
4,739,831 million yen(2) Information on the significant accounting estimatesa. Calculation method
Outstanding claims is estimated as the amount of claims, refunds and other benefits (hereinafter referred to as "Claims") deemed tohave resulted in an obligation under an insurance contract that have not yet been paid.
b. Key assumptions used in the calculations
Outstanding claims is estimated based on the ultimate settlement of Claims by using the assumptions calculated mainly from
historical payment experience.
c. Impact on the consolidated financial statements for the following fiscal year
Due to the revision of laws and regulations or court decisions, etc., the ultimate settlement of Insurance Claims may change fromthe initial estimate, and the amount recorded for outstanding claims may increase or decrease.
2. Impairment of goodwill(1) The carrying amount shown on the consolidated balance sheet as of March 31, 2024
Goodwill
372,624 million yen(2) Information on the significant accounting estimatesa. Calculation method
Impairment of goodwill is recognized mainly in accordance with the procedures for identifying indications of impairment, assessing
the recognition of an impairment loss and measuring an impairment loss for each unit to which goodwill is attributed (hereinafterreferred to as "Reporting unit") whose performance is reported independently for the Company's management purpose.
First, for each Reporting unit, the Company assesses if indications of impairment are identified, such as deterioration in thelatest operating results and future prospects, a significant negative deviation compared to the business plan at the time ofacquisition, or significant adverse changes in the business environment including market conditions. For Reporting units for whichindications of impairment were identified, an impairment loss is recognized if the total amount of undiscounted future cash flows is
less than the book value of goodwill. For Reporting units for which recognition of an impairment loss is deemed necessary, thebook value of goodwill shall be reduced to the recoverable amount which is calculated by discounting future cash flows, andrecognizes the reduced amount as impairment loss.
b. Key assumptions for the calculations
Future cash flows and discount rates are used to calculate impairment loss on goodwill.
Future cash flows are estimated based on the latest rational business plan, taking into account the growth, etc., based on thebusiness environment of each Reporting unit.
The discount rate is the pre-tax interest rate, which is the cost of capital plus necessary adjustments such as interest rate
differentials.
c. Impact on the consolidated financial statements for the following fiscal year
An impairment loss may be incurred if undiscounted future cash flows significantly decline due to, for example, a significant
deterioration in profitability from the assumption at the time of acquisition and a significant downward deviation from the businessplan.
3. Market value evaluation of financial instruments(1) The carrying amount shown on the consolidated balance sheet as of March 31, 2024
Please refer to "Information on Financial Instruments".
(2) Information on significant accounting estimatesa. Calculation method and Key assumptions for the calculations
With regards to the calculation method of the fair value of financial instruments and key assumptions for the calculations, please refer to "Information
on Financial Instruments-2. Fair value of financial instruments and breakdown by input level (Note 1)".
b. Impact on the consolidated financial statements for the following fiscal year
Key assumptions may change due to changes in the market environment, and the fair value of financial instruments may increase or decrease.

Changes in Accounting Policies
The Company has applied "Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries, etc. for Consolidated Financial
Statements" (Practical Issue Task Force ("PITF") No.18, September 14, 2018) and "Practical Solution on Unification of Accounting Policies Applied to Associates
Accounted for Using the Equity Method" (PITF No.24, September 14, 2018) from the beginning of the fiscal year 2023, as the consolidated overseas subsidiaries
that apply IFRS have started to adopt IFRS 9 "Financial Instruments" (hereinafter referred to as "IFRS 9").

87

Additional Information
1. "Measurement of Credit Losses on Financial Instruments" (ASU 2016-13)
Consolidated overseas subsidiaries that apply Generally Accepted Accounting Principles in the United States ("U.S. GAAP") have started to adopt AccountingStandards Update 2016-13 "Measurement of Credit Losses on Financial Instruments" (hereinafter referred to as "ASU 2016-13"), issued by the Financial
Accounting Standards Board, from the beginning of the fiscal year 2023, which replaces the incurred loss impairment methodology with a methodology thatreflects current expected credit losses.
In accordance with ASU 2016-13, the companies estimate full lifetime expected credit losses and recognize the allowance in initial recognition of a financial
asset. The presented Loans and Securities are net of expected credit losses. As a result, the Income before income taxes for the year ended March 31, 2024 hasdecreased by 40,714 million yen. The Retained earnings at the beginning of the fiscal year 2023 has decreased by the cumulative effected amount of 24,822
million yen.
2. IFRS 17 "Insurance Contracts"
Consolidated overseas subsidiaries that apply IFRS have started to adopt IFRS 17 from the beginning of the fiscal year 2023. In accordance with IFRS 17,
insurance liabilities are measured to reflect the time value of money, the financial risk of cash flows arising from insurance contracts and the effect of
uncertainty in the cash flows arising from insurance contracts.
"Unrealized gains (losses) on insurance liability of overseas subsidiaries" is newly included in Accumulated other comprehensive income.
The figures of comparative prior fiscal year are adjusted retrospectively in accordance with IFRS 17, and the cumulative effect was reflected on Net assets atthe beginning of the fiscal year 2023 which resulted in a decrease in Retained earnings of 41,778 million yen, and 964 million yen was recognized as
Unrealized gains (losses) on insurance liability of overseas subsidiaries.
3. IFRS 9 "Financial Instruments"
Consolidated overseas subsidiaries that apply IFRS have started to adopt IFRS 9 from the beginning of the fiscal year 2023. In accordance with IFRS 9,classification and measurement methodology of financial instruments have been changed. The impact on Income before income taxes for the year ended
March 31, 2024 was immaterial. By the transitional treatment set forth in IFRS 9, the cumulative effect was reflected on Net assets at the beginning of the
fiscal year 2023, which resulted in a decrease in Retained earnings of 458 million yen and an increase in Unrealized gains (losses) on available-for-salesecurities of 573 million yen.
4. Board Incentive Plan Trust
The Company and its major domestic consolidated subsidiaries have adopted a structure called Board Incentive Plan Trust (hereinafter, the "BIP Trust") as astock-based compensation system (hereinafter, the "System") for its Directors and Executive Officers (hereinafter, the "Directors, etc."). The Company and its
major domestic consolidated subsidiaries have applied the "Practical Solution on Transactions of Delivering the Company's Own Stock to Employees, etc.
through Trusts" (Practical Solution Report No. 30, March 26, 2015) to the accounting treatment for the System.
Under the System, the Company and its major domestic consolidated subsidiaries entrust with the trustee the monies to pay for the Company's stock-based
compensation to acquire the Company's shares through the trust. The Eligible Directors, etc. who meet certain beneficiary requirements will receive, after theirresignation, the Company's shares in the number that is equivalent to a certain ratio of the granted points accumulated pursuant to the share delivery rules andmoney corresponding to the conversion value of the Company's shares through the trust.
The Company's shares remaining in the trust are recorded as treasury stock in shareholders' equity. The book value of such treasury stock is 3,455 million yen,and the number of shares is 1,713,000 shares as of the end of the fiscal year 2023.

88

Notes to Consolidated Balance Sheet
1. Accumulated depreciation of tangible fixed assets is 425,215 million yen and advanced depreciation of tangible fixed assets is 16,790 million yen, both
deducted from acquisition costs.
2. The amount recognized as Securities (equity) of non-consolidated subsidiaries and affiliates is 202,064 million yen and the amount recognized as Securities(partnership) of non-consolidated subsidiaries and affiliates is 29,379 million yen.
3. The total amount of bankrupt or de facto bankrupt assets, doubtful assets, loans past due for three months or more, and restructured loans among the assets
under the Insurance Business Acts is 291,279 million yen.
Major components are as follows:(1) The amount of bankrupt or de facto bankrupt assets is 10,111 million yen.
Bankrupt or de facto bankrupt assets are receivables from any debtor who has become insolvent due to the commencement of bankruptcy proceedings,
reorganization proceedings or rehabilitation proceedings and receivables equivalent to them.
(2) The amount of doubtful assets is 279,779 million yen.
Doubtful assets are receivables from any debtor who has not become insolvent, but which the principal or interest according to the contract are
unlikely to be collected due to deterioration in the financial condition and business performance of the debtor. Assets classified as bankrupt or de facto
bankrupt assets are excluded.
(3) The amount of loans past due for three months or more is 0 million yen.
Loans past due for three months or more are defined as loans on which any principal or interest payments are delayed for three months or more fromthe date following the due date. Loans classified as bankrupt or de facto bankrupt assets and doubtful assets are excluded.
(4) The amount of restructured loans is 1,388 million yen.
Restructured loans are loans on which concessions (e.g. reduction of the stated interest rate, deferral of interest payment, extension of the maturity
date, forgiveness of debt) are granted to borrowers in financial difficulties to assist them in their corporate restructuring or financial recovery by improving
their ability to repay creditors. Restructured loans do not include loans classified as bankrupt or de facto bankrupt assets, doubtful assets, or loans past due
for three months or more.
4. The value of assets pledged as collateral totals 55,268 million yen in Bank deposits, 141,234 million yen in Monetary receivables bought, 994,568 million yen
in Securities, and 647,798 million yen in Loans.
The value of collateralized corresponding debt obligations totals 212,650 million yen in Outstanding claims, 381,537 million yen in Underwriting reserves,and 220,819 million yen in Other liabilities (payables under repurchase agreements, etc.).
5. The fair value of commercial paper received under resale agreements which the Company has the right to dispose of by sale and rehypothecation is 999 million
yen. They are wholly held by the Company.
6. Securities lent under loan agreements are 1,006,170 million yen.
7. The outstanding balance of undrawn loan commitments is 293,812 million yen.
8. The amounts of assets and liabilities in separate accounts as prescribed in Article 118 of the Insurance Business Act are 314,447 million yen.
9. Tokio Marine & Nichido guarantees the liabilities of the following subsidiary.
Tokio Marine Compania de Seguros, S.A. de C.V.
11,378 million yen

89Notes to Consolidated Statement of Income
1. Major components of business expenses are as follows:(Yen in millions)
Agency commissions, etc.
713,284
Salaries
408,478
Business expenses consist of Loss adjustment expenses, Operating and general administrative expenses, and Agency commissions and brokerage as shown in
the accompanying consolidated statement of income.
2. Other extraordinary gains are primarily attributable to 1,506 million yen of Gains on sales of shares of subsidiaries and affiliates.
3. The Company recognized impairment losses on the following assets:
Purpose of use

Category

Properties for business use

Location

Impairment loss (Yen in millions)
Land

Building

OthersTotal

5 properties, including

142

53

26

223

2 properties, including buildings in
Aizuwakamatsu-City,
Fukushima

38

2,316

－

2,355

Land and buildings

10 properties, including buildings
in Chino-City,
Nagano

179

644

－

824

Assets for business use(insurance business)

Software

―

－

－

5,012

5,012

Idle assets

Software

―

－
361

－
3,014

288
5,327

288
8,702

(Other business(nursing care business))

Land and buildings

Properties for rent

Land and buildings

Idle properties or properties
planned for salebuildings in Setagaya-ku,
Tokyo

Total

Properties are classified as follows: (a) properties for use in insurance business are, in principle, grouped by each consolidated company and (b) other properties
including properties for rent, idle properties, or properties planned for sale and properties for business use in other business (nursing care business) are groupedon an individual basis.
The total amount of projected future cash flows generated from other business (nursing care business) fell below the book values of the properties used
for this business. Consequently, the Company wrote off the excess of the book values of such properties over the recoverable amounts and recognized such
write-offs as impairment losses in Extraordinary losses. The recoverable amount is primarily the net sales price of each property. Net sales price is the appraisal
value by qualified independent valuers.
The total amount of projected future cash flows generated from properties for rent fell below the book values of the properties used for this business.
Consequently, the Company wrote off the excess of the book values of such properties over the recoverable amounts and recognized such write-offs asimpairment losses in Extraordinary losses. The recoverable amount is the net sales price of each property. Net sales price is the appraisal value by qualified
independent valuers less anticipated expenses for disposal of the relevant property.
The Company wrote off the excess of the book values over the recoverable amount for certain idle properties or properties planned for sale, mainly due
to the decision to sell the properties, and recognized any such write-offs as impairment losses in Extraordinary losses. The recoverable amount is the net sales
price of each property. Net sales price is the appraisal value by qualified independent valuers less anticipated expenses for disposal of the relevant property.
The total amount of projected future cash flows generated from insurance business fell below the book values of the assets used for this business at
certain consolidated subsidiaries. Consequently, the Company wrote off the excess of the book values of such properties over the recoverable amounts andrecognized such write-offs as impairment losses in Extraordinary losses. The recoverable amount is calculated by discounting future cash flows at a rate of
7.0%.
In addition, the Company wrote off the entire book value of Idle assets that are not expected to be used in the future, and recognized these write-offs asimpairment losses in Extraordinary losses.
4. Other extraordinary losses are primarily attributable to 3,079 million yen of Impairment losses on shares of subsidiaries and affiliates.

90Notes to Consolidated Statement of Changes in Shareholders' Equity
1. Type and number of issued stock and treasury stock(Unit: thousand shares)
Number of shares
as of April 1, 2023

Increase during
the fiscal year 2023

Decrease during
the fiscal year 2023

Number of shares
as of March 31, 2024

Issued stock
Common stockTotal

2,002,500
2,002,500－－

24,50024,5001,978,000
1,978,000

11,396
11,396

18,675
18,67524,90524,905

5,166
5,166

Treasury stock
Common stock
Total

Note: 1. The number of shares of common stock at the beginning and the end of the fiscal year 2023 respectively include 2,117 thousand and 1,713 thousand
shares of treasury stock held by the BIP Trust.
2. The decrease of 24,500 thousand shares of common stock is entirely attributable to the cancellation of treasury stock.
3. The increase of 18,675 thousand shares of common stock is primarily attributable to the acquisition of 18,667 thousand shares of treasury stock resolved
at the meeting of the Board of Directors.
4. The decrease of 24,905 thousand shares of common stock is primarily attributable to the cancellation of 24,500 thousand shares of treasury stock and the
distribution of 404 thousand shares of treasury stock by BIP Trust.
2. Stock acquisition rights (including those owned by the Company)
Category
The Company (parent company)

Nature of stock acquisition rights
Stock acquisition rights as stock options

Amount as of March 31, 2024 (Yen in millions)33

3. Dividends(1) Amount of dividends
Resolution

Type of stock

Amount ofdividends paid
(Yen in millions)

Dividends
per share(Yen)

Record date

Effective dateOrdinary General Meeting
Commonof Shareholders held on
March 31, 2023
June 27, 2023
99,66150.00
stockJune 26, 2023
Meeting of the Board of
CommonDirectors held on
September 30, 2023
December 4, 2023
119,62760.50
stock
November 17, 2023
Note: 1. For dividends resolved at the ordinary general meeting of shareholders held on June 26, 2023, the amount of dividends paid includes dividends fortreasury stock held by BIP Trust of 105 million yen.
2. For dividends resolved at the meeting of the Board of Directors held on November 17, 2023, the amount of dividends paid includes dividends for treasury
stock held by BIP Trust of 112 million yen.
(2) Dividends of which the record date falls within the fiscal year 2023, and the effective date falls after March 31, 2024
The Company intends to obtain approval for the following dividend payment at the 22nd Ordinary General Meeting of Shareholders to be held on June 24,
2024.
Resolution

Type of stock

Amount ofdividends paid
(Yen in millions)

Source ofdividends

Dividends
per share(Yen)

Ordinary General Meeting
CommonRetainedof Shareholders held on
123,40962.50
stock
earnings
June 24, 2024
Note: The amount of dividends paid includes dividends for treasury stock held by BIP Trust of 107 million yen.

91

Record date

Effective date

March 31, 2024

June 25, 2024

Information on Financial Instruments
1. Qualitative information on financial instruments
The core operation of the Group is its insurance business, and it invests utilizing the cash inflows mainly arising from insurance premiums. Therefore, theGroup seeks to appropriately control risks based on the characteristics of insurance products primarily through ALM. The Group thereby aims to ensure stable,
long-term earnings while realizing efficient management of liquidity.
Specifically, the Group's approach entails controlling interest rate risks associated with insurance liabilities while assuming a certain degree of credit risks
by investing in bonds with high credit ratings. At the same time, the Group endeavors to ensure medium-to-long-term earnings by diversifying risks and asset
management approaches in Japan and overseas through the utilization of a wide range of products including foreign securities. Foreign exchange forwards andother derivative transactions are used to mitigate risks associated with the Group's asset portfolio.
In order to manage these investment risks, in major consolidated subsidiaries, risk management departments which are independent of trading departments
control market risk, credit risk and other risks related to financial instruments both quantitatively and qualitatively.
Through these approaches, the Group aims to increase investment income in order to maximize net asset value in the medium-to-long-term and maintainfinancial soundness.
2. Fair value of financial instruments and breakdown by input level
The tables below show carrying amounts shown on the consolidated balance sheet, fair value, differences of financial instruments, and fair value breakdown by
input level as of March 31, 2024.
Securities without a market price, and investments in partnerships are not included below. (Refer to Note 2.)
The fair values of financial instruments are classified into the following three levels depending on the observability and significance of the input used in
the fair value calculation:
Level 1: Fair value measured by the market price of the asset or liability in active markets among the observable inputs
Level 2: Fair value measured by the observable inputs other than the Level 1 inputs
Level 3: Fair value measured by unobservable inputs
If multiple inputs are used with a significant impact on the fair value measurement, the fair value measurement is categorized in its entirety in the samelevel of the fair value hierarchy as the lowest level input.
(1) Financial instruments recorded at fair value on the consolidated balance sheet(Yen in millions)
Carrying amount shown on the consolidated balance sheet
Level 1
Monetary receivables bought

Level 2

Level 3

Total－

2,070,173

256,151

2,326,324

639,324

1,065,444

14,585

1,719,354

5,463,327

5,627,984

170,368

11,261,680

－

－

8,603

8,603

Securities
Trading securities
Available-for-sale securities
Loans

28,32784,48922,507

135,323

6,130,979

8,848,091

472,216

15,451,287

Derivative transactions

89

179,533

1,350

180,973

Liabilities

89

179,533

1,350

180,973

Derivative transactions
Assets92

(2) Financial instruments which are not recorded at fair value on the consolidated balance sheet
Cash and bank deposits, Receivables under resale agreements and Payables under securities lending transactions are omitted since they are mainly scheduled
to be settled in a short period of time and the fair value approximates the book value.
(Yen in millions)
Fair value
Level 3

Total

Carrying amountshown on the
consolidatedbalance sheet

Difference

Level 1

Level 2

Bonds held to maturity

3,573,401

1,265,847－

4,839,249

5,073,009(233,759)

Bonds earmarked forunderwriting reserves

940,777

592,459－

1,533,237

2,111,832(578,595)－－

2,789,858

2,789,858

2,806,913(17,054)

4,514,179

1,858,307

2,789,858

9,162,345

9,991,755(829,409)

Corporate bonds－

219,168－

219,168

224,404(5,236)

Liabilities－

219,168－

219,168

224,404(5,236)

Securities

Loans (*)
Assets(*) Carrying amount shown on the consolidated balance sheet is the loans after the deduction of Allowance for doubtful accounts earmarked for loans of 2,089
million yen.
(Note 1) Description of the valuation techniques and inputs used in the fair value measurement.
Monetary receivables bought
The fair value of Monetary receivables bought is measured using valuation techniques such as discounted cash flow and matrix pricing. These valuation
techniques include the inputs such as yield curves, prepayment rates and market prices of similar type of securities.
The fair value is categorized within Level 2 if unobservable inputs are either not included or not significant in the valuation techniques. It is categorized
within Level 3 if unobservable inputs are significant in the valuation techniques.
Securities
The fair value of securities which is measured using quoted prices in active markets is categorized within Level 1. The fair value of securities which is basedon quoted prices in inactive markets is categorized within Level 2.
If quoted prices in markets are not available, the fair value of securities is measured using valuation techniques such as discounted cash flow and matrix
pricing. These valuation techniques include the inputs such as yield curves, credit spreads and market prices of similar type of securities.
The fair value is categorized within Level 2 if unobservable inputs are either not included or not significant in the valuation techniques. It is categorized
within Level 3 if unobservable inputs are significant in the valuation techniques.
The fair value of major investment trusts for which quoted prices in markets are not available, is based on net asset value and categorized within Level2, as there is no significant restriction on cancellation.
Loans
With regard to floating rate loans, fair value is measured using the book value and is categorized within Level 3 as long as there are no significant changes in
the credit status of the borrowers, since the fair value is considered to approximate the book value as the changes in interest rates are reflected in a timely
manner in the future cash flows.
With regard to fixed rate loans, the fair value is measured using valuation techniques such as discounted cash flow. These valuation techniques include
the inputs such as yield curves and credit spreads. The fair value of fixed rate loans is categorized within Level 3.
With regard to loans of which borrowers are insolvent or in bankruptcy proceedings, the fair value approximates the amount after deducting theestimated uncollectible debts from the carrying amount. Therefore, the fair value is measured with such amount and is categorized within Level 3.
Corporate bonds
The fair value of Corporate bonds is measured using quoted prices in markets and others and categorized within Level 2.
Derivative transactions
With regard to exchange-traded derivative transactions, the fair value is measured using the closing prices at exchanges and others. For over-the-counter
derivative transactions, the fair value is measured using valuation techniques such as the Black-Scholes model and the discounted cash flow, using the inputs
such as swap rates, forward rates, volatilities and basis swap spreads.
The fair value of derivative transactions which is measured using closing prices at exchanges and others is categorized within Level 1. It is categorized
within Level 2 if unobservable inputs are either not included or not significant in the valuation techniques. It is categorized within Level 3 if unobservable
inputs are significant in the valuation techniques.

93

(Note 2) The amounts of securities without a market price, and investments in partnerships on the consolidated balance sheet(Yen in millions)
Securities without a market price (*1)

276,926

Investments in partnerships (*2)

237,741

Total

514,668(*1) Securities without a market price include unlisted stocks and others. These are not subject to fair value disclosure in accordance with Paragraph 5 of
"Implementation Guidance on Disclosures about Fair value of Financial Instruments" (ASBJ Guidance No. 19, March 31, 2020).
(*2) Investments in partnerships are not subject to fair value disclosure in accordance with Paragraph 24-16 of "Implementation Guidance on AccountingStandard for Fair Value Measurement"(ASBJ Guidance No. 31, June 17, 2021).

Investment Property
1. Some consolidated subsidiaries own office buildings and land mainly in Tokyo, Osaka and Nagoya, of which some properties are leased.
2. Fair value of investment property(Yen in millions)
Carrying amount shown on balance sheet

Fair value

97,830165,544

Note: 1. Carrying amount shown on the consolidated balance sheet is the acquisition cost after the deduction of accumulated depreciation and accumulated
impairment losses.
2. Fair value at the end of the fiscal year is primarily based on appraisals by qualified independent valuers.

Per Share Information
Net assets per share
Net income per share

2,623.94 yen
351.59 yen

94Non-consolidated Balance Sheet(Yen in millions)
As of March 31, 2024
Assets70,15557,828510
11,75065
2,306,667
62
53
8
2,578
2,577
0
2,304,026
2,301,870
1,725
430
2,376,823

Current assets:
Cash and bank deposits
Prepaid expenses
Accounts receivable
OthersNon-current assets:
Tangible fixed assets
VehiclesTools, furniture and fixtures
Intangible fixed assets
SoftwareTelephone subscription right
Investments and other assets
Shares of subsidiaries and affiliates
Deferred tax assets
OthersTotal assets
Liabilities

94,91386,969
2,670
2,127
260
20
422
67
1,422
951
3,825
369
3,455
98,738Current liabilities:
Short term loans payable to subsidiaries and affiliates
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office tax
Accrued consumption taxes
Deposits received
Provision for employees' bonus
OthersNon-current liabilities:
Provision for retirement benefits
Provision for share awards
Total liabilities
Net assets

2,278,050
150,000
1,511,485
1,511,485
630,732
630,732
332,275
298,456(14,167)33
2,278,084
2,376,823

Shareholders' equity:
Share capital
Capital surplus
Additional paid-in capital
Retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Treasury stock
Stock acquisition rights
Total net assets
Total liabilities and net assets

95Non-consolidated Statement of Income(Yen in millions)Fiscal year 2023
(April 1, 2023 to March 31, 2024)
Operating revenue:

195,806
32,5481,299

Dividends from subsidiaries and affiliates
Fees from subsidiaries and affiliates
System use charge received from subsidiaries and affiliates

229,655

Operating expenses:

33,648Selling and general administrative expenses
Operating profit

33,648196,006

Non-operating revenue:

0
156
24
200

Interest income
Gains on forfeiture of unclaimed dividends
Administrative service fee income
Others381

Non-operating expenses:

24
14
0

Interest expenses
Commissions for purchases of treasury stock
Miscellaneous expenses
Ordinary profit

40
196,347

Extraordinary gains:
Gains on sales of fixed assets

0

0

0

0
196,347

Extraordinary losses:
Losses on retirement of fixed assets
Income before income taxes

120
(359)

Income taxes - current
Income taxes - deferred
Net income

96

(239)
196,586

Non-consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2023 (April 1, 2023 to March 31, 2024)(Yen in millions)Shareholders' equity
Capital surplus

Beginning balance

Retained earnings
Other retained earnings

Share capital

Additional
paid-in capital

Other capitalsurplus150,000

1,511,485－

Retained
General reserve earnings carriedforward332,275

397,147

Treasurystock(28,056)

Total
shareholders'equity2,362,852

Changes during the year
Dividends(219,289)

Net income

196,586

Purchases of treasury stock(219,289)
196,586(62,917)(62,917)

Disposal of treasury stock

0

817

817

Cancellation of treasury stock(75,988)

75,988－Transfer from retained
earnings to capital surplus

75,988(75,988)－

Net changes in items otherthan shareholders' equity
Total changes during the year
Ending balance

－

－

－

－

(98,690)

13,888(84,802)150,000

1,511,485－

332,275

298,456(14,167)

2,278,050

StockacquisitionrightsBeginning balance

33

Total net
assets2,362,886

Changes during the year
Dividends(219,289)

Net income

196,586

Purchases of treasury stock(62,917)

Disposal of treasury stock

817

Cancellation of treasury stock－

Transfer from retained
earnings to capital surplus－

Net changes in items otherthan shareholders' equity－－

Total changes during the year－

(84,802)

Ending balance

33

2,278,084

97

Notes to Non-consolidated Financial Statements
Significant Accounting Policies
1. Valuation of securities
Investments in subsidiaries and affiliates are stated at original cost by the moving-average method.
2. Depreciation method for fixed assets(1) Depreciation of tangible fixed assets is calculated using the straight-line method.
The principal useful lives are as follows:
Furniture and fixtures

3 to 15 years(2) Depreciation of intangible fixed assets is calculated using the straight-line method.
The principal useful lives are as follows:
Software for internal use

5 years

3. Accounting policies for reserves and allowance(1) To provide for payment of bonus to employees, the Company recognizes Provision for employees' bonus based on the expected amount to be paid.
(2) To provide for payment of employees' retirement benefits, the Company recognizes the amount deemed to have incurred as of the end of the fiscal year
2023 as Provision for retirement benefits.
(3) To provide the Company's shares to Directors and Executive Officers pursuant to the share delivery rules, the Company recognizes Provision for shareawards based on the expected amount of obligation as of the end of the fiscal year 2023.

Additional Information
The Company has adopted a structure called Board Incentive Plan Trust as a stock-based compensation system (hereinafter, the "System") for its Directors andExecutive Officers (hereinafter, the "Directors, etc."). The Company has applied the "Practical Solution on Transactions of Delivering the Company's Own Stockto Employees etc. through Trusts" (Practical Solution Report No. 30, March 26, 2015) to the accounting treatment for the System.
Under the System, the Company entrusts with the trustee the monies to pay for the Company's stock-based compensation to acquire the Company's shares throughthe trust. The Eligible Directors, etc. who meet certain beneficiary requirements will receive, after their resignation, the Company's shares in the number that isequivalent to a certain ratio of the granted points accumulated pursuant to the share delivery rules and money corresponding to the conversion value of theCompany's shares through the trust.
The Company's shares remaining in the trust are recorded as treasury stock in shareholders' equity. The book value of such treasury stock is 3,455 million yen, andthe number of shares is 1,713,000 shares as of the end of the fiscal year 2023.

Notes to Non-Consolidated Balance Sheet
1. Accumulated depreciation of tangible fixed assets

87 million yen

2. Monetary receivables and payables owed to subsidiaries and affiliates (excluding those sectionally indicated) :(Yen in millions)Short-term monetary receivables

2,134

Short-term monetary payables

1,009

Notes to Non-Consolidated Statement of Income
Transactions with subsidiaries and affiliates:
Operating transactions
Operating revenue
Operating expenses
Transactions other than operating transactions(Yen in millions)229,655
3,838
115

Notes to Non-Consolidated Statement of Changes in Shareholders' Equity
Type and number of treasury stock as of March 31, 2024:
Common stock
5,166,853 shares

98Deferred Tax Accounting
Major components of deferred tax assets:
Deferred tax assets(Yen in millions)

Impairment losses on shares of subsidiaries and affiliates

42,488Others

1,944

Subtotal

44,432

Valuation allowance(42,706)

Total deferred tax assets

1,725

Net deferred tax assets

1,725

Note: The Company has adopted the Group Tax Sharing System. Therefore, the Company has applied the "Practical Solution on the Accounting and Disclosure
Under Group Tax Sharing System" (Practical Solution No. 42, August 12, 2021) to the accounting treatment for corporate tax and local corporate tax, orthe accounting treatment and disclosure of deferred tax accounting related to them.

Notes to Transaction with Related Parties(Yen in millions)Type

Subsidiary

Name ofcompany

Tokio Marine& NichidoFire InsuranceCo., Ltd.

Ratio of voting
rights,etc

Contents oftransaction

Detail of relationship

Borrowing offunds (Note 1)

Interlocking
Owning Directly
100%Transaction
amountmanagement etc

Ending balance

38,844

Short termloans payable
to subsidiaries
and affiliates

86,96928,720－－directorate, borrowingof funds and businessAccount

Businessmanagement fee(Note 2)

Transaction conditions and policies on determination of transaction conditions
Note: 1. Borrowing of funds relates to CMS(cash management system). The transaction amounts shown in the table above are average outstanding balances. Theinterest rate is determined based on the market interest rate.
2. Business management fees are determined through mutual consultation based on the business management agreement.

Per Share Information
Net assets per share
Net income per share

1,154.71 yen
99.33 yen99

Copy of Independent Auditor’s Report on Consolidated Financial Statements
Independent Auditor’s Report(English Translation*)
May 16, 2024
To the Board of Directors of Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Japan LLC
Tokyo office
Takaaki Ino, CPA
Designated limited liability Partner
Engagement Partner
Takaki Suzuki, CPA
Designated limited liability Partner
Engagement Partner
Hiromasa Yamamoto, CPA
Designated limited liability Partner
Engagement Partner
OpinionWe have audited, pursuant to Article 444 (4) of the Companies Act of Japan, the accompanying consolidated financial
statements of Tokio Marine Holdings, Inc. and its subsidiaries (hereinafter referred to as the "Group"), which
comprise the consolidated balance sheet, consolidated statement of income, consolidated statement of changes inshareholders’ equity and notes to the consolidated financial statements for the fiscal year from April 1, 2023 toMarch 31, 2024.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, theconsolidated financial position and its financial performance for the period covered by the consolidated financial
statements 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 ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The other information comprises the business report and supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. In addition, Audit & Supervisory
Board Members and the Audit & Supervisory Board are responsible for overseeing the Group’s reporting
process of the information.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the a udit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management, Audit & Supervisory Board members and the Audit & Supervisory Board for theConsolidated Financial Statements

100

Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, 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 tocontinue as a going concern and disclosing, as applicable, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Group’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consol idated 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 ouropinion. 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, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, while the purpose of the consolidated financial statement audit is not to express an opinion on theeffectiveness 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 suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the dateof our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
 Evaluate whether the presentation and disclosures of the consolidated financial statements are in accordance withaccounting principles generally accepted in Japan, 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, supervisionand performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among
other matters, the planned scope and timing of the audit and significant audit findings, including any s ignificant
deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that wehave complied with relevant ethical requirements regarding independence, and report to them on matters that may
be reasonably believed to affect our independence and on measures taken to eliminate disincentives or safeguards
applied to reduce disincentives to an acceptable level, as the case may be, and the content thereof.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to bedisclosed 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 forthe convenience of the reader.

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Copy of Independent Auditor’s Report on Non-consolidated Financial Statements
Independent Auditor’s Report(English Translation*)

May 16, 2024

To the Board of Directors of Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Japan LLC
Tokyo office
Takaaki Ino, CPA
Designated limited liability Partner
Engagement Partner
Takaki Suzuki, CPA
Designated limited liability Partner
Engagement Partner
Hiromasa Yamamoto, CPA
Designated limited liability Partner
Engagement Partner
OpinionWe have audited, pursuant to Article 436 (2) (i) of the Companies Act of Japan, the accompanying financial
statements of Tokio Marine Holdings, Inc. (hereinafter referred to as the "Company"), which comprise t hebalance sheet, statement of income, statement of changes in shareholders’ equity and notes to the financial
statements, and the supplementary schedules for the 22nd fiscal year from April 1, 2023 to March 31, 2024.
In our opinion, the financial statements and the supplementary schedules referred to above present fairly, inall material respects, the financial position and its financial performance for the period covered by thefinancial statements and the supplementary schedules 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 Financial Statements and the Supplementary Schedules section of our report. We are independent of theCompany in accordance with the ethical requirements that are relevant to our audit of the financia l statements
and the supplementary schedules in Japan, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information

The other information comprises the business report and supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. In addition, Audit & Supervisory
Board Members and the Audit & Supervisory Board are responsible for overseeing the Company’s reporting
process of the other information.
Our opinion on the financial statements does not cover the other information and we do not express any formof assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the fin ancial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management, Audit & Supervisory Board members and the Audit & Supervisory Board for
the Financial Statements and the Supplementary Schedules

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Management is responsible for the preparation and fair presentation of the financial statements and the
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for suchinternal control as management determines is necessary to enable the preparation of the financial statements
and the supplementary schedules that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and the supplementary schedules, management is responsible forassessing the Company’s ability to continue as a going concern and disclosing, as applicable, matters related
to going concern in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing theCompany’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and the Supplementary Schedules
Our objectives are to obtain reasonable assurance about whether the financial statements and the
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements and the supplementary schedules.
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 financial statements and the supplementary schedules,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, while the purpose of the financial statement audit is not to express an opinion on
the effectiveness of the Company’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant 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 financial
statements and the supplementary schedules 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 presentation and disclosures of the financial statements and the supplementary schedules arein accordance with accounting principles generally accepted in Japan, the overall presentation, structure andcontent of the financial statements and the supplementary schedules, including the disclosures, and whether thefinancial statements and the supplementary schedules represent the underlying transactions and events in a mannerthat achieves fair presentation.
We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board 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 Audit & Supervisory Board Members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and report to them onmatters that may be reasonably believed to affect our independence and on measures taken to eliminate
disincentives or safeguards applied to reduce disincentives to an acceptable level , as the case may be, and thecontent thereof.
Interest required to be disclosed by the Certified Public Accountants 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.
* 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 ofJapan for the conveniences of the reader.

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Copy of the Audit Report of the Audit & Supervisory Board

Audit Report

Based on the audit reports received from each audit & supervisory board member relating to the performanceby the Company's directors of their duties during the fiscal year that began on April 1, 2023 and ended on
March 31, 2024 and after consultations amongst our members, we, the undersigned Audit & Supervisory
Board, report as follows:
1. Details of the Methodology of the Audit Performed by Audit & Supervisory Board Members(1) The Audit & Supervisory Board, which has set the auditing policies, the auditing schedules and related
matters, received from each audit & supervisory board member audit reports detailing their performanceof the audits and the results thereof. The Audit & Supervisory Board also received from each of theCompany's directors and the Company's independent auditor reports detailing the performance of theirduties and asked for further explanation whenever necessary.
(2) Each audit & supervisory board member, pursuant to the auditing sta ndards, the auditing policies and theauditing schedules set by the Audit & Supervisory Board, maintained good communications withdirectors, the internal audit department and other employees; committed himself or herself to gathering
information and improving the circumstances of the audit; and conducted the audits based on themethods described below.
(a) Each audit & supervisory board member attended meetings of the Board of Directors and otherimportant meetings; received reports detailing the performance of their duties from directors and other
employees; asked for further explanations whenever necessary and inspected important decision making documents and thereby investigated the Company's business activities and financial position.
As for subsidiaries of the Company, each audit & supervisory board member maintained goodcommunications and facilitated information sharing with directors, audit & supervisory board
members, the internal audit department and other employees of the subsidiaries and receive d reports
regarding the business activities of the subsidiaries whenever necessary.
(b) Pursuant to the auditing standards set by the Audit & Supervisory Board for audit of the internal control
system, each audit & supervisory board member examined the details of the resolution of the meetingof the Board of Directors concerning (i) a governance framework to ensure that the directors'
performance of their duties are carried out in conformity with the laws and the Articles ofIncorporation; and (ii) any other governance framework to ensure appropriate business operations of
the company group comprised of a joint stock company and its subsidiaries, as set forth in Article 100,
paragraphs 1 and 3 of the Enforcement Regulations of the Companies Act of Japan. Each audit &supervisory board member also monitored and examined the governance framework (internal control
system) which was implemented by the Board of Directors based on the aforementioned resolution.
(c) Concerning the internal control over financial reporting, each audit & supervisory board member
received from directors and PricewaterhouseCoopers Japan LLC reports regarding the results of theassessment and audit of the internal control over financial reporting and asked for further explanations
whenever necessary.
(d) Each audit & supervisory board member monitored and examined the independent auditor regarding104

whether it was maintaining its independence and appropriately performing audits; rec eived reports
detailing the performance of its duties; and asked for further explanations whenever necessary. Each
audit & supervisory board member received a notice from the Company's independent auditor statingthat "a framework to ensure that independent auditors' performance of duties are carried out properly"(consisting of matters enumerated in the items of Article 131 of the Regulations for Financial
Statements of Corporations) is established pursuant to "Quality Management Standards Regarding
Audits" (Corporate Accounting Council) and addressing other standards concerned, and asked forfurther explanations whenever necessary.
Based on the methodology of the audit described above, we examined the business report and the
supplementary schedules, the non-consolidated financial statements (balance sheet, statement of income,statement of changes in shareholders' equity and notes thereto) and the supplementary schedules thereto,and the consolidated financial statements (balance sheet, statement of income , statement of changes inshareholders' equity and notes thereto) for fiscal year 2023.

2. Results of Audit(1) Results of the audit of the business report and other matters(a) We found the business report and the supplementary schedules to present fairly the state of theCompany in accordance with applicable laws and regulations and the Articles of Incorporation of theCompany.
(b) In connection with the performance by directors of their duties, we found no dishonest act or material
fact of violation of applicable laws, regulations or the Articles of Incorporation of the Company.
(c) We found the resolution of the meeting of the Board of Directors with respect to the internal control
system to be appropriate. In addition, we have nothing to report on the directors' performance of theirduties in connection with the internal control system, including the internal control over the financial
reporting.
(2) Results of the audit of the non-consolidated financial statements and the supplementary schedules thereto
We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Japan LLC, to be appropriate.
(3) Results of the audit of the consolidated financial statement
We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Japan LLC, to be appropriate.
As described in the Business Report, Tokio Marine & Nichido, a subsidiary of the Company, received a business
improvement order from the Financial Services Agency dated December 26, 2023 and submitted a business
improvement plan to the Financial Services Agency dated February 29, 2024. As the Audit & Supervisory Board,
we will continue to closely monitor the status of initiatives of the Company’s directors regarding thestrengthening of the management control of the Group companies, including Tokio Marine & Nichido.
May 17, 2024

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Audit & Supervisory Board,
Tokio Marine Holdings, Inc.
Hirokazu Fujita, Audit & Supervisory Board Member (full-time)
Takayuki Yuasa, Audit & Supervisory Board Member (full-time)
Akihiro Wani, Audit & Supervisory Board Member
Nana Otsuki, Audit & Supervisory Board Member
Junko Shimizu, Audit & Supervisory Board Member
Note: Mr. Akihiro Wani, Ms.Nana Otsuki, and Ms. Junko Shimizu are the outside audit & supervisory board
members, fulfilling the position prescribed by Article 2, item 16 and Article 335, paragraph 3 of theCompanies Act of Japan.

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Evaluations of the Effectiveness of the Board of Directors
a. Evaluating Method of the Effectiveness of the Board of Directors
The Company evaluates the effectiveness of the Board of Directors once every year in order to further enhance thefunctionality of the Board of Directors. In fiscal year 2023, we conducted questionnaires with all directors and audit &supervisory board members regarding the operation of the Board of Directors and the fulfillment of its functions.
Based on the results, etc., the Board of Directors deliberated on the current status of the Board of Directors and future
actions. The main items of the questionnaires were as follows.
・Status of the fulfillment of functions of the Board of Directors
・Status of the management of the Board of Directors
・Status of discussions by the Board of Directors
・Size, composition and diversity of the Board of Directors
・Operating status of the Nomination Committee and the Compensation Committee
We used a third-party to evaluate the effectiveness of the Board of Directors in fiscal year 2022, and will continue todo so in the future as necessary.
b. Results of evaluations of the effectiveness of the Board of Directors
At the Board of Directors’ meetings, directors and audit & supervisory board members speak actively and engage in
free, vigorous and constructive discussions. We evaluate that the Board of Directors is generally fulfilling its functions
adequately.
As described below, the directors and audit & supervisory board members have also provided opinions on points forfurther improvement to effectiveness, and there are plans to take action to address these.
Summary of opinions
Future actions
It should be ensured that there is more time for Continue to work on setting appropriate agendas anddiscussion on important issues to be discussed by the securing time for discussions, including establishing
Board of Directors.
timeslots for meetings of the Board of Directors mainlyfor “Discussions on Corporate Strategy”.
Expand opportunities for outside directors to learn In addition to matters we are already working on at
more about Tokio Marine Group.
present, including holding meetings to exchange
opinions with employees of Tokio Marine Group,
inviting outside directors to participate as observers ininternal meetings and training programs, and providing
information via e-mail and other means, we will workon further expansion of such opportunities, including
securing opportunities for them to visit the Group’s
locations.
c. Implementing “Discussion on Corporate Strategy”
The Company aims to develop its corporate strategy around achieving sustainable growth and increasing medium-tolong term corporate value by reflecting the opinions of its Outside Directors and Outside Audit & Supervisory Board
Members. To achieve this, the Company carries out discussions regarding its management issues and environment,
etc., called “Discussion on Corporate Strategy” at meetings of its Board of Directors. The discussion topics are chosen
through a survey of Directors and Audit & Supervisory Board Members or based on the discussions of “Independent
Directors/Audit & Supervisory Board Members’ meetings”.
In fiscal year 2023, “Discussions on Corporate Strategy” were held on the themes listed below.
・ What the Board of Directors should be
・ Tokio Marine Group’s Next Mid-Term Business Plan
・ Tokio Marine Group’s Asian Non-Life Insurance Business Strategy

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・ Exchanging opinions with the Presidents of overseas Group companies
d. Holding the “Independent Directors/Audit & Supervisory Board Members’ meetings”
The Company holds a meeting per year which only independent Directors/Audit & Supervisory Board Members
attend. All facilitation including establishing the agenda are conducted by the independent Directors/Audit &Supervisory Board Members, and opinions about the Company are exchanged from an objective and broad
perspective.
In fiscal year 2023, discussions were held regarding medium- to long-term strategy, Group governance, and othertopics, and recommendations were submitted based on these discussions.

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Reference
Policy, etc. regarding equities held for business-relationship
Regarding business-relationship equities other than unlisted shares and equity investments, etc. made throughcapital and business alliances, the Company will eliminate such holdings in order to review the Group’s risk
portfolio, and allocate capital to solve social issues and toward growth fields, etc.
Reduction initiatives by Tokio Marine & Nichido
Tokio Marine & Nichido plans to accelerate the pace of reduction, aiming for a cumulative reduction of morethan 600 billion yen over the 4 year period starting from fiscal year 2023. In fiscal year 2023, it achieved a
reduction of 218.7 billion yen, a level exceeding the target. This led to the reduction of 2.7 trillion yen in
cumulative total since our foundation year 2002 (on market value at the time of sale), and as of the end of
March 2024, the book value of domestic equities held for business-relationship (hereinafter referred to as“Domestic Business-Relationship Equities”) decreased to 28% compared to the end of March 2002.
In response to the recent business improvement order, as part of its efforts to improve the environment for
proper competition, Tokio Marine & Nichido has decided to eliminate its holdings of Domestic BusinessRelationship Equities by the end of fiscal year 2029 other than unlisted shares and equity investments, etc.
made through capital and business alliances. For its achievement it will halve the balance of Domestic
Business-Relationship Equities over 3 years during the Mid-Term Business Plan period beginning in fiscal
year 2024. The ratio of Domestic Business-Relationship Equities to the Company’s consolidated net assets
based on IFRS standards is expected to be around 20% by the end of March 2027. We will continue to engage
in attentive dialogue with investees and move forward with initiatives for still greater reductions.
●Changes in the book value of Domestic Business-Relationship Equities (with the book-value as at the endof March 2002 as a base of comparison = 100)

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●Plans and actual amount of reduction of Domestic Business-Relationship Equities over the past five years
Fiscal year
Plan
Actual2019
100.0 billion yen or more per year
106.6 billion yen
2020
106.0 billion yen
2021
116.9 billion yen
2022
129.7 billion yen
2023
150.0 billion yen or more per year
218.7 billion yen● Status of holdings at the end of March 2024
Number of issues(issuers)
Unlisted shares
779
Shares other than unlisted
901
sharesTotal book value(in millions of yen)
44,0903,561,508● Shareholdings for which the number of shares decreased in fiscal year 2023
Total value of sales associated with
Number of issues
the reduction in the number of(issuers)
shares(in millions of yen)
Unlisted shares
24
2,845
Shares other than unlisted
255
216,489
sharesVerification of economic rationality
The Company, at the meetings of its Board of Directors, confirms the appropriateness of the purposes forholding the shares of domestic listed companies that domestic insurance subsidiaries of the Company hold asbusiness-relationship equities, such as strengthening medium-to-long term transaction relationships, andreviews risks and returns associated with holding such shares on an individual basis as well as the portfolio asa whole. Through these initiatives, the Company confirms the economic rationality of holding the businessrelationship equities. The economic rationality is determined by comparing ROR (Return on Risk) calculated
from the risk and return of holding such shares with the Company’s cost of capital.
At the meeting of its Board of Directors held in October 2023, the Company reviewed the economic
rationality as of the end of March 2023, and confirmed that ROR of the whole portfolio is above the cost ofcapital. In addition, for individual companies whose ROR is less than the cost of capital, the Company works
to improve returns through dialogue, etc.
Views on the exercise of voting rights by Tokio Marine & Nichido
Tokio Marine & Nichido endorses the Principles for Responsible Institutional Investors ≪Japan’s
Stewardship Code≫ and has declared its adoption of the Code.
Tokio Marine & Nichido believes that promoting the improvement of investee companies’ corporate val ue
and their sustainable growth through constructive “purpose driven dialogue” based on in-depth understandingof the investee companies and their business environment, etc. will lead to the enhancement of Tokio Marine& Nichido’s asset value and the interests of insurance policyholders and insured persons, etc. in the medium
to long term, and on exercising its voting rights, it makes decisions comprehensively in consideration of thecontents of such dialogue and objective indicators (ROE, dividend payout ratio, etc.). Tokio Marine &Nichido also fully consider initiatives toward sustainability including environmental problems, social
contributions, and corporate governance.
Tokio Marine & Nichido discloses examples of dialogues with investee companies (incl uding the results ofexercise of voting rights and reasons for the votes for or against the proposals), agenda items which Tokio
Marine & Nichido voted against and reasons for its decision, and aggregate results of the exercise of voting

110

rights, due to the importance of enhancing the transparency of Tokio Marine & Nichido’s stewardship
activities and in order to encourage the understanding of the contents of such activities.
Tokio Marine & Nichido pays close attention to the following items , among others, in exercising voting rights.
• Election or dismissal of directors (proposed by a company operating in deficit for a certain consecutive period, by
a company whose ROE or operating margins are low for a certain consecutive period, by a company having an
insufficient number of independent outside directors, by a company in which scandal has occurred, by a company
focusing on the ESG issues including diversity; proposed re-election of an outside director whose rate ofattendance to meetings of the board of directors is low; etc.)• Election or dismissal of audit & supervisory board members (proposed by a company in which scandal has
occurred; proposed re-election of an outside audit & supervisory board member whose rate of attendance tomeetings of the board of directors or the audit & supervisory board is low; etc.)• Election of independent auditors (independent auditors involved in scandals and audit errors)• Awarding of retirement allowance to directors, executive officers and audit & supervisory board members(proposed by a company operating in deficit for a certain consecutive period, by a company whose ROE or
operating margins are low for a certain consecutive period, by a company whose dividend payout ratio is low fora certain consecutive period, by a company in which scandal has occurred, etc.)• Increase of remuneration of directors, executive officers and audit & supervisory board members (proposed by acompany operating in deficit for a certain consecutive period, by a company whose ROE or operating margins are
low for a certain consecutive period, by a company whose dividend payout ratio is low for a certain consecutive
period, by a company in which scandal has occurred, etc.)• Issuance of new shares or share acquisition rights• Corporate reorganization, including a merger, acquisition, or sales and purchase of business• Acquisition of treasury shares (from specific shareholders at the price higher than fair value, etc.)• Introduction or renewal of anti-takeover measures (proposed by a company whose ROE or operating margins are
low for a certain consecutive period, etc.)• Appropriation of surplus (proposed by a company whose dividend payout ratio is low for a certain consecutive
period)• Amendment to the articles of incorporation (cases in which the addition of requirements for resolutions on theelection or dismissal of directors is not found to be reasonable)• Proposals from shareholders (cases in which there is a risk of conflict with the common interest of shareholders,etc.)
In the case of agenda that breach laws or regulations or constitute antisocial activities, Tokio Marine &Nichido opposes them regardless of the circumstances.
(Please see the overview of our stewardship activities etc.: https://www.tokiomarinenichido.co.jp/company/about/policy/stewardship.html (in Japanese)).

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