[English Translation]
TOKIO MARINE HOLDINGS, INC.
2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
Securities Code 8776
May 31, 2019
Notice of Convocation of
the 17th Ordinary General Meeting of Shareholders

To our shareholders:
You are cordially invited to attend the 17th Ordinary General Meeting of Shareholders of
Tokio Marine Holdings, Inc. (“Tokio Marine Holdings” or the “Company”) which will be held
as set forth below.
Date and Time:
Place:

Items to bereported:

Proposals to beacted upon:

Monday, June 24, 2019 at 10:00 a.m. (reception opens at 8:45 a.m.)
The AOI Ballroom (the main conference room), second floor, Palace
Hotel Tokyo located at 1-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Overflow seating room will be provided in another room. However, if
you wish to make remarks, you will need to come to the main
conference room.
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 2018 (April 1, 2018 to March 31, 2019).
2. Non-consolidated financial statements for fiscal year 2018 (April 1,2018 to March 31, 2019).
Item 1. Appropriation of Surplus
Item 2. Election of Twelve (12) Directors
Item 3. Election of Two (2) Audit & Supervisory Board Members
Item 4. Change in Remuneration and Other Compensation Amounts to
Directors

For the items to be reported, please refer to the Attachment to this document.
If you do not expect to be present at the meeting, please vote either by completing andreturning the enclosed voting card or via the Internet.

Sincerely,
Tsuyoshi Nagano
President & Chief Executive Officer1

If any of the Reference Materials regarding the General Meeting of Shareholders, Business
Report or consolidated and non-consolidated financial statements need to be revised, therevisions shall be posted on our website (https://www.tokiomarinehd.com/).

(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 theCompany, 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 Instructions
Card enclosed herewith.

Attending the Ordinary
General Meeting of
Shareholders
Please bring the enclosed
voting card to the reception
desk of the meeting.
Date and Time of the meeting:Monday, June 24, 2019 at
10:00 a.m. (Japan Time)By MailVia Internet

Please return the enclosed
voting card indicating yourapproval or disapproval sothat it is received by 5:00
p.m. on Friday, June 21,
2019 (Japan Time).

Please access the websitethat has been designated by
the Company as the website
for exercising voting rights(https://evote.tr.mufg.jp/)
and indicate your approvalor disapproval by 5:00 p.m.
on Friday, June 21, 2019
(Japan Time).

(1) 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)(2) For inquiries other than the above
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division
Telephone: 0120-232-711 (toll-free within Japan)
Hours: 9:00 a.m. - 5:00 p.m. (Japan Time), except Saturdays, Sundays and holidays
To Institutional Investors:“Electronic Proxy Voting Platform” managed by ICJ, Inc., a method for exercising the voting
rights, will be available for institutional investors.

3

Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns on a cash
dividend basis, after 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 business environment of
the Company.
In accordance with the above policy, and considering various factors, the Company proposes to pay 90 yen
per share of the Company as a year-end cash dividend (an ordinary dividend). As 90 yen per share was paid
as an interim cash dividend, the total amount of annual cash dividends will be 180 yen per share for fiscal
year 2018. This is an increase of total annual cash dividends (ordinary dividends) of 20 yen per share from160 yen per share paid for the previous fiscal year.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 90 yen
Aggregate amount of cash dividends: 63,590,110,560yen
2. Effective date of the distribution of dividends
June 25, 2019
Note: In this fiscal year, a one-time dividend (70 yen per share) was made as an interim cash dividend, in addition toan ordinary dividend, as for capital level adjustment.

Item 2. Election of Twelve (12) Directors
The term of office of all thirteen (13) directors will expire at the close of this Meeting. For the next term, theCompany proposes to elect the twelve (12) directors (decrease of the number of directors by one (1)),
including four (4) outside directors. The Company is aiming to increase the portion of outside director, inorder to activate and improve the governance of the Board.
The candidates for directors are as follows:

No.

1

Name
Tsuyoshi Nagano
Renomination

Present position and responsibilities
President & Chief Executive Officer
Group CEO (Group Chief Executive Officer)
Group CCO (Group Chief Culture Officer)

2

Makoto Okada
Renomination

Executive Vice PresidentGroup CSSO (Group Chief Strategy and Synergy
Officer)Group CDO (Group Chief Digital Officer)
In charge of Strategy and Synergy Dept.
4

3

Takayuki Yuasa
Renomination

Executive Vice PresidentGroup CFO (Group Chief Financial Officer)
In charge of Corporate Planning Dept., ComplianceDept. and Legal Dept.

4

Hirokazu Fujita
Renomination

Senior Managing Director
Group CIO (Group Chief Investment Officer)
In charge of Financial Planning Dept., Corporate
Accounting Dept.

5

Satoru Komiya
Renomination

Senior Managing Director
Head of International Insurance Business
Co-Head of International BusinessIn charge of International Business Development
Dept. (management of North America)

6

Akio Mimura
Renomination
Independent

Outside Director

7

Masako Egawa
Renomination
Independent
FemaleOutside Director

8

Takashi Mitachi
Renomination
Independent

Outside Director

9Nobuhiro Endo
New nomination
Independent

10

Shinichi Hirose
New nomination

11

Akira Harashima
New nomination

Senior Managing Executive Officer
In charge of International Business Development Dept.
(management of Asia and Middle East)

12

Kenji Okada
New nomination

Managing Executive Officer(Note) The four (4) people with indication ‘Independent’ in above table, are candidates for outside
directors.

5

No.
1.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Tsuyoshi Nagano April(November 9, 1952) June
Renomination1975 Joined Tokio Marine
2003 Executive Officer and General Manager of Nagoya
Production Dept. III, Tokai Division of Tokio
MarineOct.
2004 Executive Officer and General Manager of Nagoya
Production Dept. III of Tokio Marine & Nichido
June2006 Managing Executive Officer of Tokio Marine &NichidoJune2008 Managing Director of Tokio Marine & NichidoJune2008 Director of Tokio Marine HoldingsJune2009 Resigned from position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &NichidoJune
2011 Senior Managing Director of Tokio Marine
Holdings
2012 Executive Vice President of Tokio Marine &June
NichidoJune
2012 Executive Vice President of Tokio Marine
Holdings
2013 President & Chief Executive Officer of Tokio
June
Marine & Nichido
2013 President & Chief Executive Officer of Tokio
June
Marine Holdings (to present)
April 2016 Chairman of the Board of Tokio Marine & Nichido(to present)(Responsibilities)
Group CEO (Group Chief Executive Officer)
Group CCO (Group Chief Culture Officer)(Other major posts)
Chairman of the Board of Tokio Marine & Nichido

Number of theCompany’s
shares held
23,200 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that he is expected to fulfill hisrole adequately in deciding important matters regarding business execution and supervision of the executionof duties by other directors as a member of the Board, based on his wealth of experience and results he hasachieved since joining Tokio Marine. These include his intensive involvement in domestic and overseas
insurance underwriting, his work in corporate planning and product planning, his terms in office as
President & Chief Executive Officer of Tokio Marine & Nichido, and his current leadership role in the
management of the Group as Group CEO.
Notes: 1.There are no special conflicts of interest between the Company and Mr. Tsuyoshi Nagano.
2. He is expected to resign from his position as Chairman of the Board of Tokio Marine &6Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine &Nichido scheduled for June 2019.
3. He is expected to assume the position of Outside Director of Seiko Holdings Corporation on thedate of the ordinary general meeting of shareholders of Seiko Holdings Corporation scheduled
for June 2019.

7

No.
2.

Name
(Date of birth)
Makoto Okada(March 6, 1960)
Renomination

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

1982 Joined Tokio Marine
2013 Executive Officer and General Manager ofCorporate Marketing & Planning Dept. of Tokio
Marine & Nichido
April 2014 Managing Executive Officer of Tokio Marine &NichidoMay 2014 Resigned from position as Managing Executive
Officer of Tokio Marine & Nichido
2014 Managing Executive Officer of Tokio Marine
June
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
April 2019 Executive Vice President of Tokio Marine Holdings(to present)
April 2019 Executive Vice President of Tokio Marine &Nichido (to present)(Responsibilities)
Group CSSO (Group Chief Strategy and Synergy Officer)
Group CDO (Group Chief Digital Officer)
In charge of Strategy and Synergy Dept.
(Other major posts)
Executive Vice President of Tokio Marine & Nichido

Number of theCompany’s
shares held
5,900 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Makoto Okada as a candidate for director is that he is expected to fulfill hisrole adequately in deciding important matters regarding business execution and supervision of the executionof duties by other directors as a member of the Board, based on his wealth of experience and results he hasachieved since joining Tokio Marine. These include his intensive involvement in domestic insurance
underwriting, human resources and sales planning, his terms in office as Executive Officer of the Company
in charge of international insurance business in Asia and elsewhere, and his current role of being
responsible for business strategy and synergy of the Group and digital strategies as Executive Vice
President of the Company.
Note: There are no special conflicts of interest between the Company and Mr. Makoto Okada.

8

No.
3.

Name
(Date of birth)
Takayuki Yuasa(May 5, 1958)
Renomination

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

1981 Joined Tokio Marine
2012 President & Chief Executive Officer of Tokio
Marine & Nichido Financial Life Insurance Co.,
Ltd.
Sep.
2014 Resigned from position as President & Chief
Executive Officer of Tokio Marine & Nichido
Financial Life Insurance Co., Ltd.
Oct.
2014 Managing Executive Officer of Tokio Marine
Holdings
June2015 Managing Director of Tokio Marine & Nichido
2015 Managing Director of Tokio Marine Holdings
June
April 2018 Senior Managing Director of Tokio Marine
Holdings
April 2018 Senior Managing Director of Tokio Marine &NichidoApril 2019 Executive Vice President of Tokio Marine Holdings(to present)
April 2019 Executive Vice President of Tokio Marine &Nichido (to present)(Responsibilities)
Group CFO (Group Chief Financial Officer)
In charge of Corporate Planning Dept., Compliance Dept. andLegal Dept.
(Other major posts)
Executive Vice President of Tokio Marine & Nichido

Number of theCompany’s
shares held
12,300 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Takayuki Yuasa as a candidate for director is that he is expected to fulfill hisrole adequately in deciding important matters regarding business execution and supervision of the executionof duties by other directors as a member of the Board, based on his wealth of experience and results he hasachieved since joining Tokio Marine. These include his involvement in corporate planning, finance,accounting, and the domestic life insurance and property and casualty insurance businesses, his terms in
office as Executive Officer of Tokio Marine & Nichido and the Company being responsible for risk
management and his current role of being responsible for capital strategy of the Group as Executive Vice
President of the Company.
Note: There are no special conflicts of interest between the Company and Mr. Takayuki Yuasa.

9

No.
4.

Name
(Date of birth)
Hirokazu Fujita(May 12, 1956)
Renomination

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

1980 Joined Tokio Marine
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
June2012 Managing Director of Tokio Marine & NichidoJune2012 Managing Director of Tokio Marine Holdings
April 2017 Senior Managing Director of Tokio Marine
Holdings (to present)
April 2017 Senior Managing Director of Tokio Marine &Nichido (to present)(Responsibilities)
Group CIO (Group Chief Investment Officer)
In charge of Financial Planning Dept., Corporate Accounting
Dept.
(Other major posts)
Senior Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
16,650 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Hirokazu Fujita as a candidate for director is that he is expected to fulfill hisrole adequately in deciding important matters regarding business execution and supervision of the executionof duties by other directors as a member of the Board, based on his wealth of experience and results he hasachieved since joining Tokio Marine. These include his intensive involvement in accounting, his terms in
office as Executive Officer of Tokio Marine & Nichido and the Company in charge of accounting andfinancial planning and his current role of being responsible for investment management of the Group as
Senior Managing Director of the Company.
Note: There are no special conflicts of interest between the Company and Mr. Hirokazu Fujita.

10

No.
5.

Name
(Date of birth)
Satoru Komiya(August 15, 1960)
Renomination

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

1983 Joined Tokio Marine
2012 Member of the Board, Managing Director andExecutive Officer of Nisshin Fire & Marine
Insurance Co., Ltd. (“Nisshin Fire & Marine”)
March 2015 Resigned from positions as Member of the Board,
Managing Director and Executive Officer ofNisshin Fire & Marine
April 2015 Executive Officer 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 &Nichido (to present)June2018 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)(Other major posts)
Senior Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
10,000 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Satoru Komiya as a candidate for director is that he is expected to fulfill hisrole adequately in deciding important matters regarding business execution and supervision of the executionof duties by other directors as a member of the Board, based on his wealth of experience and results he hasachieved since joining Tokio Marine. These include his intensive involvement in domestic insurance
underwriting, human resources, sales planning, management of group companies, his terms in office as
Executive Officer of the Company in charge of international insurance business and his current role ofbeing responsible for international insurance business as Senior Managing Executive Officer of theCompany.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Satoru Komiya.
2. He is expected to assume the position of Chairman of the Board of Tokio Marine & Nichido on
the date of the ordinary general meeting of shareholders of Tokio Marine & Nichido scheduled
for June 2019.

11

No.
6.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Akio Mimura
April(November 2, 1940) June
April
Renomination
April
Independent

1963
1993
1997
2000

Joined Fuji Iron & Steel Co., Ltd.
Director of Nippon Steel Corporation
Managing Director of Nippon Steel Corporation
Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel CorporationJune
2010 Director of Tokio Marine Holdings (outside
director, to present)Oct.
2012 Director, Member of the Board and Senior Advisorof Nippon Steel & Sumitomo Metal CorporationJune
2013 Senior Advisor of Nippon Steel & Sumitomo Metal
Corporation
Nov. 2013 Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation
June
2018 Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation
April 2019 Senior Advisor, Honorary Chairman of Nippon SteelCorporation (to present)(Other major posts)
Senior Advisor, Honorary Chairman of Nippon SteelCorporation
Director of Japan Post Holdings Co., Ltd. (outside director)
Director of Development Bank of Japan Inc. (outside director)
Director of Innovation Network Corporation of Japan (outside
director)
Director of Nisshin Seifun Group Inc. (outside director)
Chairman of The Japan Chamber of Commerce and Industry
Chairman of The Tokyo Chamber of Commerce and Industry

Number of theCompany’s
shares held
6,400 shares(Reason for proposing him/her as a candidate for outside director)
Mr. Akio Mimura is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he is expected to fulfill his supervisory functions and provide valuable advice to theBoard based on his insight as a company manager which was acquired through many years of experience ina management role.
(Independence)
1. Mr. Akio Mimura is an “independent director/auditor” as specified by the 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 26 of these reference materials.

123. He concurrently serves as Senior Advisor, Honorary Chairman of Nippon Steel Corporation, which has
no business transactions with the Company. Insurance subsidiaries of the Company conduct
insurance-related transactions with Nippon Steel Corporation; however, these transactions constitute lessthan 1 percent of its consolidated net sales and the Company’s consolidated ordinary income, respectively.
(Major activities)
1. Mr. Akio Mimura attended 12 of the 13 board of directors’ meetings held during fiscal year 2018.
2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which was
acquired through many years of experience in a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Akio Mimura.
2. He will have served as an outside director for 9 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under theagreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement if
he is elected as proposed.

13

No.
7.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Masako Egawa
April(September 7, 1956) Sep.
Renomination
Independent
June
FemaleDec.
Nov.

1980 Joined Citibank, N.A., Tokyo Branch1986 Joined Salomon Brothers Inc, New York Head
OfficeNumber of theCompany’s
shares held
2,400 shares

1988 Joined Salomon Brothers Asia Limited, Tokyo
Branch1993 Joined S.G. Warburg Securities, Tokyo Branch2001 Executive Director, Japan Research Center,
Harvard Business School
April 2009 Executive Vice President, The University of Tokyo
March 2015 Resigned from position as Executive Vice
President, The University of Tokyo
June
2015 Director of Tokio Marine Holdings (outside
director, to present)2015 Professor, Graduate School of Commerce and
Sep.
Management, Hitotsubashi University
April 2018 Professor, Graduate School of Business
Administration, Hitotsubashi University (topresent)(Other major posts)
Professor, Graduate School of Business Administration,
Hitotsubashi University
Director of Mitsui Fudosan Co., Ltd. (outside director)
Director of AGC Inc. (outside director)(Reason for proposing him/her as a candidate for outside director)
Ms. Masako Egawa is a candidate for outside director. The reason for proposing her as a candidate for outside
director is that she is expected to fulfill her supervisory functions and provide valuable advice based on her
insight as a specialist in business management which was acquired through many years of experience infinancial institutions, involvement in academic activities related to corporate governance and experience at The
University of Tokyo as an Executive Vice President. 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 performancesince assumption of her office as an outside director of the Company, we believe that she will effectively
perform her duties as an outside director.
(Independence)
1. Ms. Masako Egawa is an “independent director/auditor” as specified by the 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 26 of these reference materials.
(Major activities)
1. Ms. Masako Egawa attended 12 of the 13 board of directors’ meetings held during fiscal year 2018.
2. She has fulfilled her supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on her insight as a specialist in business14

management which was acquired through many years of experience in financial institutions, involvementin academic activities related to corporate governance and experience at The University of Tokyo as an
Executive Vice President.
Notes: 1. There are no special conflicts of interest between the Company and Ms. Masako Egawa.
2. She will have served as an outside director for 4 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with her to limit her liability provided for in Article
423, paragraph 1 of the Companies Act of Japan. The limitation of liability under the agreement
shall be the higher of either 10 million yen or the amount provided in Article 425, paragraph 1of the Companies Act of Japan. The Company intends to maintain the agreement if she iselected as proposed.

15

No.
8.

Name
(Date of birth)
Takashi Mitachi(January 21, 1957)
Renomination
Independent

Brief personal history, position, responsibilities andother major posts
April
Oct.
Jan.

1979 Joined Japan Airlines Co., Ltd.
1993 Joined The Boston Consulting Group
1999 Vice President of The Boston Consulting Group

Number of theCompany’s
shares held
100 sharesJan.

2005 Japan Co-Chairman and Senior Partner &Managing Director of The Boston ConsultingGroup
2016 Senior Partner & Managing Director of The
Jan.
Boston Consulting Group
June 2017 Director of Tokio Marine Holdings (outside
director, to present)
Oct. 2017 Senior Advisor of The Boston Consulting Group(to present)(Other major posts)
Senior Advisor of The Boston Consulting Group
Director of Rakuten, Inc. (outside director)
Director of DMG Mori Co., Ltd. (outside director)
Director of Unicharm Corporation (outside director)(Reason for proposing him/her as a candidate for outside director)
Mr. Takashi Mitachi is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he is expected to fulfill his supervisory functions and provide valuable advice basedon his insight as a company manager which was acquired through many years of experience in a consulting
firm and a management role.
(Independence)
1. Mr. Takashi Mitachi is an “independent director/auditor” as specified by the 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 26 of these reference materials.
3. He concurrently serves as Senior Advisor of The Boston Consulting Group, which conducts
consulting-related transactions with the Company and insurance subsidiaries of the Company; however,these transactions constitute less than 1 percent of its consolidated net sales and the Company’s
consolidated ordinary income, respectively.
(Major activities)
1. Mr. Takashi Mitachi attended all 13 board of directors’ meetings held during fiscal year 2018.
2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which was
acquired through many years of experience in a consulting firm and a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Takashi Mitachi.
2. He will have served as an outside director for 2 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under theagreement shall be the higher of either 10 million yen or the amount provided in Article 425,
16

paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement if
he is elected as proposed.

17

No.

9.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Nobuhiro Endo
(November 8, 1953)
New nomination
Independent

April 1981 Joined NEC Corporation
April 2006 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 andMember of the Board of NEC
Corporation
April 2010 President (Representative Director) of
NEC Corporation
April 2016 Chairman of the Board(Representative Director) of NEC
Corporation (to present)(Other major posts)
Chairman of the Board (Representative Director)of NEC Corporation
Director of Japan Exchange Group, Inc. (Outside
Director)

Number of theCompany’s
shares held-

(Reason for proposing him/her as a candidate for outside director)
Mr. Nobuhiro Endo is a candidate for outside director. The reason for proposing him as a
candidate for outside director is that he is expected to fulfill his supervisory functions and provide
valuable advice based on his insight as a company manager which was acquired through many
years of experience in a management role.
(Independence)
1. Mr. Nobuhiro Endo is an “independent director/auditor” as specified by the 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 26 of these referencematerials.
3. He concurrently serves as Chairman of the Board (Representative Director) of NEC
Corporation, which conducts systems-related and other business transactions with theCompany and insurance subsidiaries of the Company; however, these transactions constituteless than 1 percent of its consolidated revenue and the Company’s consolidated ordinary
income, respectively. Insurance subsidiaries of the Company conduct insurance-relatedtransactions with NEC Corporation; however, these transactions constitute less than 1 percent
of its consolidated revenue and the Company’s consolidated ordinary income, respectively.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Nobuhiro Endo.
2. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company intends to enter into an agreement with him to limit his liability provided for in18

Article 423, paragraph 1 of the Companies Act of Japan, if he is elected as proposed. The
limitation of liability under the agreement shall be the higher of either 10 million yen or theamount provided in Article 425, paragraph 1 of the Companies Act of Japan.
3. His current position is Chairman of the Board (Representative Director) of NEC Corporation,
he is expected to assume the position of Chairman of the Board of NEC Corporation on thedate of the ordinary general meeting of shareholders of NEC Corporation scheduled for June
2019.
4. He is expected to assume the position of Outside Member, Board of Directors of Sumitomo
Dainippon Pharma Co., Ltd. on the date of the ordinary general meeting of shareholders of
Sumitomo Dainippon Pharma Co., Ltd. scheduled for June 2019.
5. He serves as an outside director of Seiko Holdings Corporation. He is expected to resign fromthe said position at the close of the ordinary general meeting of shareholders of Seiko
Holdings Corporation scheduled for June 2019.
6. It is acknowledged that the Japan Fair Trade Commission identified activities in violation of
antitrust law by NEC Corporation, where Mr. Nobuhiro Endo serves as Chairman of theBoard, with respect to transactions with Tokyo Electric Power Company Holdings, Inc.
(formerly Tokyo Electric Power Company) regarding telecommunications equipment forelectric power systems on July 12, 2016. In addition, NEC Corporation was issued with Cease
and Desist Orders and Orders for Payment of Surcharge by the Japan Fair Trade Commission
on February 2, 2017 for activities in violation of antitrust law with respect to transactions for
fire-fighting and emergency digital radio equipment, and on February 15, 2017 for activities
in violation of antitrust law with respect to transactions with Chubu Electric Power Co., Inc.
for hybrid optical communication equipment and equipment for transmission lines for Chubu
Electric Power Co., Inc. Following the recognition of the facts, Mr. Endo has been promoting
measures to prevent a recurrence by further strengthening compliance as well as improving
and strengthening the operation of the internal control system.

19

No.

10.

Name
(Date of birth)
Shinichi Hirose(December 7, 1959)
New nomination

Brief personal history, position, responsibilities andother major posts
1982 Joined Tokio Marine
2013 Managing Director of Tokio Marine& Nichido Life Insurance Co., Ltd.
(“Tokio Marine & Nichido Life”)
April 2014 President & Chief Executive Officerof Tokio Marine & Nichido Life
June
2014 Director of Tokio Marine Holdings
March 2017 Resigned from position as President& Chief Executive Officer of Tokio
Marine & Nichido Life
April 2017 Managing Director of Tokio Marine
Holdings
June2017 Managing Executive Officer of
Tokio Marine Holdings
April 2018 Senior Managing Executive Officerof Tokio Marine Holdings
March 2019 Resigned from position as Senior
Managing Executive Officer of
Tokio Marine Holdings
April 2019 President & Chief Executive Officerof Tokio Marine & Nichido (topresent)(Other major posts)
President & Chief Executive Officer of Tokio
Marine & Nichido

April
June

Number of theCompany’s
shares held
15,175 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Shinichi Hirose as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution andsupervision of the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. These include his
intensive involvement in product planning, sales planning, and the domestic life insurance andproperty and casualty insurance businesses, his terms in office as President & Chief Executive
Officer of Tokio Marine & Nichido Life, and as Executive Officer of the Company in charge ofinternational insurance business, and his current leadership role in the management of Tokio
Marine & Nichido as President & Chief Executive Officer.
Note: There are no special conflicts of interest between the Company and Mr. Shinichi Hirose.

20

No.

11.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Akira Harashima(November 19, 1960)
New nomination

April 1984 Joined Tokio Marine
April 2014 Executive Officer and General
Manager of Corporate Planning
Dept. of Tokio Marine Holdings
April 2015 Executive Officer of Tokio Marine
Holdings (Head of America)
April 2016 Managing Executive Officer of
Tokio Marine Holdings
April 2019 Senior Managing Executive Officerof Tokio Marine Holdings (topresent)(Responsibilities)
In charge of International Business Development
Dept. (management of Asia and the Middle East)

Number of theCompany’s
shares held
7,600 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Akira Harashima as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution andsupervision of the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. These include his
intensive involvement in international insurance business and the corporate planning business, andhis term in office as Executive Officer of the Company in charge of international insurance
business in the Americas, Asia and elsewhere.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Akira Harashima.
2. He is expected to assume the position of Senior Managing Director of Tokio Marine &Nichido on the date of the ordinary general meeting of shareholders of Tokio Marine &Nichido scheduled for June 2019.

21

No.

12.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Kenji Okada(September 19, 1963)
New nomination

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 (to present)
April 2019 Managing Executive Officer of
Tokio Marine & Nichido (to present)(Other major posts)
Managing Executive Officer of Tokio Marine &NichidoNumber of theCompany’s
shares held
2,200 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Kenji Okada as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution andsupervision of the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. These include his
intensive involvement in financial planning, corporate planning business, and international
insurance business, and his leadership role in the internal auditing of the Group as Executive
Officer and General Manager of Internal Audit Dept. of the Company.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Kenji Okada.
2. He is expected to assume the position of Managing Director of Tokio Marine & Nichido on thedate of the ordinary general meeting of shareholders of Tokio Marine & Nichido scheduled forJune 2019.

22

Item 3. Election of Two (2) Audit & Supervisory Board Members
The term of office of Mr. Takashi Ito and Mr. Akinari Horii, both of whom are audit & supervisory board
members, will expire at the close of this Meeting.
Accordingly, the election of the following audit & supervisory board members is proposed.
The submission of this item has been approved by the Audit & Supervisory Board.
The candidates for audit & supervisory board members are as follows:

No.

1.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Takashi Ito(May 19, 1957)
Renomination

April 1980 Joined Tokio Marine
June 2011 Executive Officer and General
Manager of Corporate Planning Dept.
of Tokio Marine Holdings
June 2013 Managing Director of Tokio Marine &NichidoJune 2013 Managing Director of Tokio Marine
Holdings
June 2015 Resigned from position as Managing
Director of Tokio Marine & Nichido
June 2015 Resigned from position as Managing
Director of Tokio Marine Holdings
June 2015 Audit & Supervisory Board Member(full-time) of Tokio Marine Holdings(to present)

Number of theCompany’s
shares held
4,800 shares(Reason for proposing him/her as a candidate for audit & supervisory board member)
The reason for proposing Mr. Takashi Ito as a candidate for audit & supervisory board member isthat he is expected to fulfill his audit functions based on his wealth of experience and results he
has achieved since joining Tokio Marine. These include his intensive involvement in productplanning, corporate planning, legal affairs, his term in office as Executive Officer of the Company
in charge of risk management, legal affairs and internal audits, and his current role of being
responsible for supervision of the execution of duties by directors as Audit & Supervisory Board
Member of the Company (full-time).
Note: There are no special conflicts of interest between the Company and Mr. Takashi Ito.

23

No.

2.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Akinari Horii(October 14, 1951)
Renomination
Independent

April 1974 Joined the Bank of Japan
July 2002 Director-General of the International
Department of the Bank of Japan
June 2006 Assistant Governor of the Bank ofJapan
June 2010 Resigned from position as Assistant
Governor of the Bank of Japan
July 2010 Special Advisor of The Canon Institutefor Global Studies
Dec. 2010 Director and Special Advisor of The
Canon Institute for Global Studies (topresent)
June 2011 Audit & Supervisory Board Memberof Tokio Marine Holdings (outside
audit& supervisory board member, topresent)(Other major posts)
Director and Special Advisor of The Canon
Institute for Global Studies

Number of theCompany’s
shares held
3,700 shares(Reason for proposing him/her as a candidate for outside audit & supervisory board member)
Mr. Akinari Horii is a candidate for outside audit & supervisory board member. The reason forproposing him as a candidate for outside audit & supervisory board member is that he is expected
to fulfill his audit functions based on his insight acquired through many years of experience in hisroles as an executive or a regular employee of the Bank of Japan. We believe that he will
effectively perform his duty as an outside audit & supervisory board member based on his
performance since assumption of his office as an audit & supervisory board member.
(Independence)
1. Mr. Akinari Horii is an “independent director/auditor” as specified by the 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 26 of these referencematerials.
(Major activities)
1. Mr. Akinari Horii attended 12 of the 13 board of directors’ meetings and 10 of the 11 audit &supervisory board meetings held during fiscal year 2018.
2. He has fulfilled his audit functions by asking for detailed explanations and making remarks
on a timely basis at the board of directors’ meetings and audit & supervisory board meetings,
based on his insight which was acquired through many years of experience in his role as an
executive or a regular employee of the Bank of Japan24

Notes: 1. There are no special conflicts of interest between the Company and Mr. Akinari Horii.
2. He will have served as an outside audit & supervisory board member for 8 years at theclose of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under theagreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement
if he is elected as proposed.
4. He is expected to assume the position of outside director of ZUU Co., Ltd. on the date of theordinary general meeting of shareholders of ZUU Co., Ltd. scheduled for June 2019.

25

Reference
Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members
Exhibit(Article 18 of Tokio Marine Holdings Fundamental Corporate Governance Policy)

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 thepast ten years;(iii) a party whose major client or supplier is the Company or a principal business subsidiary of the Company(a party whose transactions with the Company or a principal business subsidiary of the Company in the mostrecent 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 the Company(a party whose transactions with the Company or a principal business subsidiary of the Company in the mostrecent fiscal year amount to 2% or more of consolidated ordinary income of the Company), or an executive
thereof;(v) a financial institution or other major creditor which the Company or a principal business subsidiary of theCompany relies on to the extent that it is an indispensable funding source 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 theCompany or a principal business subsidiary 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 such organization in the most recent 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 the Company or aprincipal business subsidiary of the Company other than compensation for Directors, Audit & Supervisory
Board Members and Executive Officers of the Company or a principal business subsidiary of the Company inexcess of a certain amount in the most recent fiscal year (10 million yen or 2% of the total revenue of acorporation or association or any other organization to which such specialist 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 end of themost recent fiscal year, or an executive thereof.

26

Item 4. Change in Remuneration and other Compensation Amounts to Directors
1. Reason for proposal
Total individual monetary compensation for the directors of the Company of no more than total amount of
50 million yen per month (including no more than 5 million yen for outside directors) was approved at thethirteenth ordinary general meeting of shareholders held on June 29, 2015; and, separately from this total
amount of 50 million yen per month, it was resolved that the total remuneration and other compensation
amounts relating to share acquisition rights allotted as share compensation-type share options shall not
exceed total amount of 140 million yen per year (including no more than 14 million yen for outside
directors).
With respect to directors’ remuneration and other compensation, the Company aims to establish a
remuneration system that further enhances the motivation to improve business performance and the shareprice, while setting an appropriate level of remuneration, in the context of a changing business environment,
etc., in which the duties and expected roles of directors are expanding.
Accordingly, as set forth below in ‘2. Contents of proposal’, the Company proposes changes to the amountof directors’ remuneration and other compensation (specifically, their monthly total amount ofcompensation) and, in addition, changes to the remuneration and other compensation amounts relating toshare acquisition rights allotted to directors as share compensation-type share options.
2. Contents of proposal
The Company proposes that the total individual monetary compensation for directors shall be no more than
75 million yen per month (including no more than 7.5 million yen for outside directors) and, separatelyfrom such total amount of 75 million yen per month, that the total remuneration and other compensation
amounts relating to share acquisition rights allotted to directors as share compensation-type share options
shall be no more than 210 million yen per year (including no more than 21 million yen for outside
directors).
The contents of proposal are based on the deliberations of the Compensation Committee of Tokio Marine
Group, a body that mainly consists of outside directors.
3. Others(1) Contents of share acquisition rights
The Company proposes that the contents of share acquisition rights allotted to directors as sharecompensation-type share options to be the same as were approved at the thirteenth ordinary general meetingof shareholders held on June 29, 2015, and to be as set forth below.
(i) Allotment of share acquisition rights
Upon allotment of share acquisition rights, the Company plans to grant directors remuneration claims inamounts equal to the amount payable for the share acquisition rights, and the rights to demand payment of
payable amounts and the remuneration claims will set off each other.
(ii) Total number of share acquisition rights
The maximum total number of share acquisition rights allotted to directors within one year from the date of
the ordinary general meeting of shareholders for each fiscal year shall be 500 (including 50 for outside
directors). If the number of shares constituting one unit is revised, however, the maximum total number ofshare acquisition rights shall be adjusted to that obtained by dividing the maximum number of shares (if any
27

adjustment is made according to (ⅲ) below, the maximum number of shares as adjusted) to be issued upon
exercise of share acquisition rights by the revised number of shares constituting one unit (any fractional
shares shall be truncated).
(iii) Class and number of shares to be issued upon exercise of the share acquisition rights
The maximum total number of shares to be issued upon exercise of the share acquisition rights allottedwithin one year from the date of the ordinary general meeting of shareholders for each fiscal year shall be
50,000 common shares (including 5,000 common shares for outside directors).
The number of shares to be issued upon exercise of each share acquisition right shall be 100. If the numberof shares constituting one unit is revised, however, the number of shares to be issued upon exercise of eachshare acquisition right shall be the revised number of shares constituting one unit.
If adjustment of the maximum number of common shares to be issued upon an exercise of share acquisitionrights or the number of common shares to be issued upon exercise of each share acquisition right becomesappropriate due to a share split (including gratis allotment of the shares of the Company's common share) or
consolidation of shares, the Company shall make adjustments as deemed necessary.
(iv) Value of the property to be contributed upon exercise of the share acquisition rights
The value of the property to be contributed upon exercise of each share acquisition right shall be the amountobtained by multiplying the amount payable for any one share issued upon exercise of the share acquisitionrights, which shall be one yen, by the number of shares to be issued upon exercise of each share acquisitionright.
(v) Exercise period of the share acquisition rights
The exercise period shall be within 30 years from the day following the date of allotment of the shareacquisition rights and shall be decided by the Board of Directors of the Company.
(vi) Restriction on the acquisition of share acquisition rights by transfer
The acquisition of share acquisition rights by transfer shall require approval by a resolution of the Board of
Directors of the Company.
(vii) Other conditions for the exercise of the share acquisition rights
As a general rule, any individual who has been allotted share acquisition rights may continue to exercise
such rights after losing his or her position as a director, audit & supervisory board member or executive
officer of the Company if within the period described in (v) above, and other conditions for the exercise of
the share acquisition rights shall be decided by the Board of Directors of the Company.
(2) The number of directors
The number of directors is thirteen (13) (including four (4) outside directors) at present, and will become
twelve (12) (including four (4) outside directors) when Item 2 is approved as proposed.

28

[English Translation]
TOKIO MARINE HOLDINGS, INC.
Attachment to the “Notice of Convocation of
the 16th Ordinary General Meeting of Shareholders”

Business Report for Fiscal Year 2018
(From April 1, 2018 to March 31, 2019)

1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group

•

•

•

During fiscal year 2018, although the world economy as a whole gradually grew
due to economic expansion in the U.S., there were escalating concerns towards
the end of the fiscal year over an economic downturn, as evidenced by the loss of
momentum of the Europe and China economies against the backdrop of theintensifying trade friction between the U.S. and China and increasing uncertainty
surrounding the withdrawal by the U.K. from the E.U. In Japan, although theeconomy demonstrated a gradual recovery, led by domestic demand in areas suchas personal consumption and capital investment, the economy slowed down
compared with the previous fiscal year due to the impact from natural disasters.
Under these circumstances, in the first year of our medium-term business plan
“To Be a Good Company 2020”, the Group actively promoted its business under
the aligned group management structure headed by Group CEO, in which theGroup Chief Officers are responsible for each function for the Group.
Despite a decrease of ordinary profit of domestic property and casualty insurance
business, due to an increase in incurred losses relating to natural disasters inJapan such as Typhoons No. 21 and No. 24, torrential rains in western Japan etc.,
ordinary profit was 416.3 billion yen, an increase of 71.3 billion yen compared tothe previous fiscal year, due to the increase of ordinary profit of international
business and domestic life insurance business. On the other hand, net income
attributable to owners of the parent was 274.5 billion yen, on a decrease of 9.6
billion yen compared to the previous fiscal year, due to the reaction of loweringof corporate tax rate in the U.S. and other factors.

5,399.1
3,564.7
953.0

Fiscal year 2018
(this fiscal year)(Yen in billions)
5,476.7
3,587.4
1,053.5

Rate ofchange
(%)
1.4
0.6
10.5

344.9

416.3

20.7

Fiscal year 2017
(Yen in billions)
Ordinary income
Net premiums writtenLife insurance
premiums
Ordinary profit

29

Net income attributableto owners of the parent

284.1

274.5

△3.4

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

Ordinary income
Business segment

Domestic
property andcasualty
insurance
Domestic life
insurance
Overseas
insurance
Financial andother

Fiscal year
2017

Fiscal year
2018
(this fiscal year)

Ordinary profit
Fiscal year
Fiscal year
2018
2017
(this fiscal
year)
242.4
228.3

2,678.8

2,847.1

818.6

779.3

23.8

40.2

1,883.0

1,972.0

71.3

141.6

92.1

92.1

7.2

6.0

Domestic Property and Casualty Insurance Business
Net premiums written: 2,340.5 billion yen
Ordinary profit: 228.3 billion yen
Composition ratio of premiums written: 50.4%

•

•

•

Tokio Marine & Nichido actively undertook operational initiatives, setting as priority
issues such as the establishment of changes to our insurance product portfolio and thestreamlining of our business processes using the latest technology, with a view toachieving sustainable growth and generating stable profit.
Based on our policy of “grow together with community”, Tokio Marine & Nichido iscollaborating with local governments, financial institutions, chambers of commerce andindustry, and other organizations to strongly promote regional development initiatives inJapan and is also actively engaging in support for the health and productivity
management of our corporate clients. Specifically, in view of the current situation inwhich awareness of the threat of cyber risk is growing, we set up a rider to compensate
for cyber incidents and information leaks for insurance products that comprehensively
cover the business risks faced by small and medium-sized companies. In addition, we
strengthened our sales activities with respect to comprehensive employment injury
insurance for small and medium-sized companies where occupational safety and health is
an important management issue. By implementing these initiatives, we are promotingchanges to our insurance product portfolio through the handling of new risks.
In July 2018, we entered into a business alliance with MetroMile, Inc. of the U.S. inorder to realize faster claims adjustments and automated claims service processes byapplying MetroMile’s technology, such as data analytics and artificial intelligence (AI).
MetroMile is a rapidly growing insurance company that is leveraging the use of the latest
technology in business processes for automobile insurance. In addition, we employ
30Orbital Insight, Inc. of the U.S. and have put in place a system that allows us tounderstand the extent of the damage and the height of floods within several days byusing AI to analyze multiple images taken by satellites to enable the speedy payment of
insurance claims in the event of a water disaster.
<Results of Domestic Property and Casualty Insurance Business><Response to Natural Disasters>• During the current fiscal year, many natural disasters such as earthquakes, torrential rains,
and typhoons occurred, causing massive damage across Japan. Tokio Marine & Nichido
established a task force under the direct control of the President, and worked on disaster
response on a company-wide basis through such efforts as dispatching staff from ourlocations nationwide to affected areas, sharing the role of registering accident
information and making payments for insurance claims even at our locations nationwide
in unaffected areas by effectively using improved system infrastructure that we had
prepared for emergencies. The number of cases accepted as wide-area disasters in thisfiscal year reached a record-high of 418,000 cases but we have almost completed claim
payments other than for cases where necessary documents are to be submitted from
customers, with the completion rate at 90.8% of accepted cases.
Domestic Life Insurance BusinessLife insurance premiums: 668.7 billion yen

Ordinary profit: 40.2 billion yen

Composition ratio of premiums written: 14.4%••

Tokio Marine & Nichido Life continued to conduct asset management based on Asset
Liability Management (ALM) under the assumption that low interest rates will persist
over the long-term. Tokio Marine & Nichido Life also strengthened our sales activities
with respect to protection-type products with low interest rate risk and made efforts toappropriately control risk. In addition, in this fiscal year as well, we actively promoted
our “Life Insurance Revolution to Protect One’s Living” initiative, which provides
coverage for protection areas that are not covered by existing medical insurance anddeath coverage (home medical care, inability to work, and nursing care) in view of thechanges in the social environment such as longevity.
Since 2013 we have been selling the “R Series” of medical insurance and cancer
insurance where policyholders can receive health reimbursement benefits at a certain age
while preparing for hospitalization and surgery. The series has been extremely wellreceived by customers and total sales reached 1 million products as of April 2018.

31

<Results of Domestic Life Insurance Business>

Overseas Insurance BusinessPremiums written: 1,631.7 billion yen

Ordinary profit: 141.6 billion yen
Composition ratio of premiums written: 35.2%

•

•

•

The Group has actively developed its overseas insurance business under the aligned
Group management structure with the aim to achieve global growth and risk
diversification and, through mutual leveraging of excellent know-how held by Group
companies, promotion of sustainable growth within the Group, and strategic M&A, has
implemented a wide range of efforts toward the realization of synergies such asincreasing premium income, advancing investment management, raising businessefficiency and other measures. These efforts led to the growth of the Group such as byincreasing premiums written by 4.5%.
In August 2018, the Group acquired Safety Insurance Public Company Limited, aproperty and casualty insurance company in Thailand. As a result of the acquisition, therevenue from property and casualty insurance premiums by the Tokio Marine Group in
Thailand, which is the largest property and casualty insurance market in Southeast Asia,
was ranked third (first as a foreign-owned company).
In December 2018, we acquired a 22.5% stake in Hollard Holdings etc., a company
engaged in the life insurance and property and casualty insurance businesses in South
African Republic and neighboring countries. The objective of the acquisition is profit
growth in Sub-Saharan African countries where population increases and economic
growth are expected over mid-to-long-term. In March 2019, we sold Tokio Millennium
Re AG, a reinsurance subsidiary, etc., to a Bermuda-based reinsurance company. The
sale was made pursuant to a strategic re-evaluation of the Group’s portfolio in light ofthe current global business environment and the Tokio Marine Group’s business strategy.

■Philadelphia

■HCC

32

■ Delphi

Financial and Other Business
Ordinary income: 92.1 billion yen••

Ordinary profit: 6.0 billion yen

The Group developed its financial services steadily with a focus on its asset managementbusiness, which offers a stable revenue base. Such business includes the management ofpension funds and the management of investment trusts, and has been highly evaluatedby customers.
With respect to other general businesses, the Group continued to engage in temporary
staffing services, property management services and other businesses.

Contributing to a Sustainable Society•••

The Tokio Marine Group has contributed to the advancement of society by providing
safety and security utilizing the knowledge and experience gained over many years in theinsurance business. With the aim of becoming a “Good Company” trusted by all people
and society, we will continuously increase the Group’s corporate value by undertaking
initiatives to resolve social issues and contributing to the creation of a safe, secure, andsustainable future.
This fiscal year, we again actively conducted our ‘Disaster Prevention Lessons’educational series that, beginning in 2012, we have offered at schools and is based on
lessons learned from the Great East Japan Earthquake.. We are striving to convey
disaster prevention knowledge to children in a way that is easy for them to understand,using the Group’s expertise in risk management.
Based on the vision to support the challenges of all people and society, Tokio Marine &Nichido is supporting the Tokyo 2020 Paralympic Games as a Gold Partner (Property
and Casualty Insurance). In addition, the Group as an official sponsor. We supported
athletes with intellectual disabilities in this fiscal year through participation in theSpecial Olympics Nippon as volunteers, etc. In collaboration with tree-planting NGOs,
etc., we are continuously working on climate change countermeasures, global
environmental protection, and biodiversity conservation, such as mangrove planting in
nine countries in the Asia-Pacific region and environmental protection activities within
Japan.

Issues Facing the Group•In fiscal year 2019, although we expect that the gradual improvement of the world
economy centered on the U.S. will continue, there are concerns over the increasing
33

•

•

•

•

•

•

•

impact from trade friction between the U.S. and China and the withdrawal by the U.K.
from the E.U. The Japanese economy is expected to continue to experience a gradual
recovery mainly in domestic demand through support from the government’s economic
measures, despite concerns over the cooling of consumption due to the consumption tax
hike.
Under these circumstances, the Group is working on “further diversification of portfolio”,“enhancement of business structure” and “strengthening of aligned Group management”
as priority issues in order to achieve the medium-term business plan “To Be a Good
Company 2020”.
In our domestic property and casualty insurance business, we will provide cover for new
risks arising from changes in the social environment, including population decline andtechnological advances, and will move forward with changes to our insurance productportfolio. In particular, we will respond to potential coverage needs for small andmedium-sized companies that should be the driving force behind Japan’s economy bysupporting regional development in Japan and health and productivity management, andproviding various insurance products. In addition, in order to steadily respond to changes
in customer needs, we will endeavor to make changes to our sales channels as well as
provide new value to customers by improving internal productivity and customer
convenience with the effective use of the latest technology.
In the domestic life insurance business, we will conduct asset management based on
Asset Liability Management (ALM). We will also strengthen our sales activities withrespect to our protection-type products with low interest risk and will make efforts toappropriately control the risk. In addition, we will continue to develop innovative
products and services that anticipate environmental changes such as the advances inmedical technology.
The business model that integrates life insurance and property and casualty insurance,
maximizing the Group’s comprehensive capability through a close collaboration between
life insurance and property and casualty insurance, is a key strength of the Tokio Marine
Group, and we will strive to further evolve this business model.
The overseas insurance business plays a role in driving risk diversification andsustainable profit growth of the Group as a whole. We will continue to work on bothsustainable internal growth and strategic M&A to achieve balanced growth in developed
countries and emerging countries. In addition, we will further reinforce our aligned
group management structure while continuously making efforts to maximize synergies
within the Group by leveraging the Group’s global network. This will include, forexample, greater efforts to promote the sales of highly specialized insurance products
offered by HCC and other group companies.
What underpins each of these businesses is human resources. The Tokio Marine Groupendeavors to have all employees contribute to the growth of the Group by maintaining
their good health and maximizing their abilities, and also actively encourages the successof women in the workplace. This year, the Group was selected as a “Health &Productivity Stock” (for the fourth consecutive year) and as a “Nadeshiko Brand” (forthe second consecutive year). Based on these initiatives, we will make global use of theGroup’s human resources, including our overseas staff, and will work to develop humanresources capable of working globally.
The Group sets a basic policy of paying dividends for shareholder returns and will seek
to increase dividends by improving profitability.
34•

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 growth characterized by high profitability, sustainability and soundness. We planon building up a “Good Company” that is trusted widely by customers and the society.
We would like to express our sincere appreciation to all shareholders of Tokio Marine
Holdings for their continued 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 shallapply 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 each subsidiary. Ordinary income and ordinary
profit in our consolidated statement of income are after making adjustments amongaccount 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 major overseas subsidiaries are shown on a local accounting basis.

35

(2) Four Year Summary of Assets and Earnings of the Group and the Insurance Holding
Companya. The Group's summary of assets and earnings(Yen in millions)(Fiscal year)
2015
2016
2017
2018
Ordinary income
4,579,076
5,232,602
5,399,115
5,476,720
Ordinary profit
385,825
387,659
344,939
416,330
Net income attributable to254,540
273,856
284,183
274,579
owners of the parent
Comprehensive income(14,543)
169,603
500,528
42,871
Net assets
3,512,656
3,569,760
3,835,536
3,603,741
Total assets
21,855,328
22,607,603
22,929,935 22,531,402
Note: Major reason for decrease of comprehensive income in this fiscal year was decrease of
unrealized gains on securities due to fluctuations in share price in Japan.

b. The Insurance Holding Company's summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal year)
2015
2016
2017
2018
Operating income
96,73684,702
227,510
299,837
Dividends received
89,45574,160214,446
280,386
Insurance subsidiaries
82,782
68,994
211,789
277,624
Other subsidiaries
6,673
5,166
2,657
2,762
Net income
57,402
68,666
203,486
278,374
Net income per share of common
76.06
91.15
274.12388.30
share
yen
yen
yen
Yen
Total assets
2,486,765
2,436,616
2,401,883
2,409,066
Share of insurance subsidiaries
2,333,913
2,329,195
2,308,610
2,313,910
Share of other subsidiaries
80,627
74,202
24,91021,963(3) The Group's Principal Offices (As of March 31, 2019)a. The Company
Location
Head Office2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Established as ofApril 2, 2002

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

b. Subsidiaries, etc.
Business
Company
segment
nameDomestic
Tokio Marine
property& Nichido
andcasualty
insurance

Office nameHead Office
Hokkaido

Tohoku

Kanto

Tokai andHokuriku

Hokkaido
Branch and 6other branches
Sendai Branch
and 9 otherbranches
Tokyo Central
Branch and 32
other branches
Aichi South
Branch and 26
other branches
36

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

Established
as ofMarch 20,1944

Kansai

Nisshin Fire
& Marine

Osaka South
Branch and 24
other branches
Chugoku andHiroshima
Shikoku
Branch and 14
other branches
KyushuFukuoka
Central Branchand 13 otherbranches
Head Office (Tokyo Head
Office), Saitama Head Office3,
Kandasurugadai
2-chome,
Chiyoda-ku,
Tokyo, Japan
2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan
Bala Cynwyd,
Pennsylvania,
U.S.A.

June 10,1908

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

May 27,
1987

Head OfficeLondon, U.K.

July 11,1994

Head Office

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

December9, 1985

Domestic
life
insurance

Tokio Marine& Nichido
Life

Head Office

Overseas
insurance

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

Head OfficeFinancialand other

Head Office

Head Office

August 6,
1996

July 6,
1981

March 27,
1991

Notes: 1. This table sets forth major subsidiaries, etc.
2. "Office name" is the name of the principal office.
3. "Location" is the location of the head office.
4. The dates shown above are the date of incorporation.

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

As of March 31,
2018

As of March 31,
201920,705

20,465△240

2,216
13,803
2,467
39,191

2,240
15,557
2,586
40,848

24
1,754
119
1,657

37

Increase/Decrease(5) The Group's Principal Lenders (As of March 31, 2019)
Business segment
Domestic property andcasualty insurance

Company nameLenderBalance of loan

Tokio Marine & Nichido

Syndicated loan

266,376 million yen

Note: The arranger of the syndicated loan is The MUFG Bank, Ltd.

(6) The Group's Financing Activities
None.
(7) The Group's Capital Investment Activities
a. Total investment in facilities
Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

Amount18,337 million yen
273 million yen
5,252 million yen
1,654 million yen
25,517 million yen

Notes: 1. "Amount" is the aggregate amount of investment in facilities for fiscal year 2018.
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 2018.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiaries, etc. (As of March 31, 2019)a. Parent company
None.
b. Major subsidiaries, 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

20,389100.0%-

E.design Insurance Co.,Ltd.

Tokyo,Japan

Property andcasualty insurance

Jan. 26, 2009

29,30395.2%-

Tokio Marine & Nichido
Life Insurance Co., Ltd.

Tokyo,Japan

Life insurance

Aug. 6, 1996

55,000100.0%-

38

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)-Philadelphia Indemnity
Insurance Company

Bala Cynwyd,
Pennsylvania,
U.S.A.

Property andcasualty insurance

Feb. 4, 1927

499

100.0%(100.0)-First Insurance Company
of Hawaii, Ltd.

Honolulu,
Hawaii,U.S.A.

Property andcasualty insurance

Aug. 6, 1982

474

100.0%(100.0)-

Tokio Marine America
Insurance Company

New York,
New York,
U.S.A.

Property andcasualty insurance

Aug. 13, 1998

554

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

Wilmington,
Delaware,
U.S.A.

Holding company

May 27, 19870

100.0%(100.0)-

Safety National Casualty
Corporation

St. Louis,
Missouri,
U.S.A.

Property andcasualty insurance

Nov. 28, 1942

3,329

100.0%(100.0)-

Reliance Standard Life
Insurance Company

Schaumburg,
Illinois,
U.S.A.

Life insurance

Apr. 2, 1907

6,215

100.0%(100.0)-

Reliance Standard Life
Insurance Company of
Texas

Houston,Texas,U.S.A.

Life insurance

Aug. 16, 1983

77

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

Holding company

Mar. 27, 1991

0

100.0%(100.0)-

Houston Casualty
Company

Property andcasualty insurance

May 27, 1981

554

100.0%(100.0)-Dallas,Texas,U.S.A.

39

U.S. Specialty Insurance
Company

Dallas,Texas,U.S.A.

Property andcasualty insurance

Oct. 28, 1986

466

100.0%(100.0)-HCC Life Insurance
Company

Indianapolis,
Indiana,
U.S.A.

Life insurance

Dec. 3, 1980

277

100.0%(100.0)-

Tokio Marine Kiln Group
LimitedLondon,U.K.

Holding company

July 11, 1994

146

100.0%(100.0)-

Tokio Marine
Underwriting Limited

London,U.K.

Property andcasualty insurance

Oct. 27, 20080

100.0%(100.0)-HCC International
Insurance Company PLC

London,U.K.

Property andcasualty insurance

July 22, 1981

21,716100.0%(100.0)-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company

Mar. 12, 1992

142,321100.0%(100.0)-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

Property andcasualty insurance

July 11, 1923

8,188

100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

2,947

85.7%
(85.7)-

Tokio Marine Insurans(Malaysia) Berhad

Kuala
Lumpur,Malaysia

Property andcasualty
insurance

Apr. 28, 1999

10,969100.0%(100.0)-

Tokio Marine Life
Insurance Malaysia Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

6,144

100.0%(100.0)-IFFCO-Tokio General
Insurance Co. Ltd.

New Delhi,
India

Property andcasualty
insurance
Mumbai, India Life insurance

Sep. 8, 2000

4,387

49.0%
(49.0)-

Nov. 25, 2009

5,001

49.0%
(49.0)-

Property andcasualty
insurance
Property andcasualty insurance

Sep. 12, 1941

1,315

98.6%
(98.6)-

June 23, 1937

27,31497.8%(97.8)-

Mar. 30, 1972

0

22.5%
(22.5)-

Edelweiss Tokio Life
Insurance Company
Limited
Safety Insurance PublicCompany Limited

Bangkok,ThailandTokio Marine Seguradora
S.A.

Sao Paulo,
BrazilHollard Holdings
Proprietary Limited

Johannesburg, Holding company
South Africa

40Hollard International
Proprietary Limited

Johannesburg, Holding company
South Africa

Apr. 20, 2015

31,83122.5%(22.5)

Notes: 1. This table sets forth major subsidiaries, etc.
2. Tokio Millennium Re AG is not shown in the table due to since it ceased to be a major
subsidiary, etc. of the Company on March 22, 2019.
3. Safety Insurance Public Company Limited is included in the table since it became a major
subsidiary, etc. of the Company on August 31, 2018.
4. Hollard Holdings Proprietary Limited and Hollard International Proprietary Limited areincluded in the table as they became equity method major subsidiaries, etc. on December 21,
2018.
5. With regard to the amounts of capital of the company that holds capital in foreign currency,
the amounts of capital shown above have been converted to yen based on the c urrency
exchange rate on the closing date of the fiscal year of the Company.
6. 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 business
Date of transactions
March 22, 2019

Outline of transactions
Tokio Marine & Nichido sold all the shares in its reinsurance
subsidiaries, Tokio Millennium Re AG and Tokio Millennium Re(UK) Limited (hereinafter, “TMR/TMR(UK)”). The total
consideration, consisting of the pre-closing dividend paid by Tokio
Millennium Re AG to Tokio Marine & Nichido and net sale amount,etc. is 173,121 million yen. The purpose of the sale is as follows.
- Purpose of the sale
Tokio Marine Group established TMR in 2000 as a subsidiary to writeinternational reinsurance risks. Since that time, TMR/TMR(UK) havecontributed to Group profits, expanding our operations byunderwriting a broad range of reinsurance risks, including overseas
natural disaster risks. However, return earned from global reinsurance
business has been in a declining trend due to the impact on the global
reinsurance market from increasing competition over premiums andsteady inflow of capital from outside the reinsurance industry. From2007 onwards, the Group has proceeded with execution of several
large-scale M&A initiatives and the creation of a risk-diversified
portfolio in its international insurance business focusing mainly on
primary insurance business, and in particular, on specialty insuranceclasses of business.
As a result, we have reviewed the strategic position of
TMR/TMR(UK) as dedicated reinsurance companies and decided todivest TMR/TMR(UK).

(10) Other Important Matters Concerning the Current State of the Group
None.
41

-

2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2019)
Name

Position and responsibilities

Other major posts

Shuzo Sumi

Representative Director andChairman of the Board

Tsuyoshi Nagano

Representative Director andPresident & Chief Executive
OfficerCounsellor of Tokio Marine & Nichido
Director of MUFG Bank, Ltd. (outside director)
Director of Sony Corporation (outside director)
Director of Toyota Industries Corporation(outside director)
Vice Chairman of Japan Business Federation(Keidanren)
Chairman of the Board of Tokio Marine & Nichido

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

Executive Vice President

Executive Vice President of Tokio Marine &NichidoGroup CRO (Group Chief
Risk Officer)
In charge of Risk
Management Dept.

Hirokazu Fujita

Senior Managing Director

Senior Managing Director of Tokio Marine &NichidoGroup CIO (Group Chief
Investment Officer)
In charge of Financial
Planning Dept., Corporate
Accounting Dept. andInternal Audit Dept.

Makoto Okada

Senior Managing Director

Senior Managing Director of Tokio Marine &NichidoGroup CSSO (Group Chief
Strategy and Synergy
Officer)Group CDO (Group Chief
Digital Officer)
In charge of Strategy and
Synergy Dept.
Takayuki Yuasa

Representative Director andSenior Managing Director
Group CFO (Group Chief
Financial Officer)
In charge of Corporate
Planning Dept., Legal Dept.
and Compliance Dept.
42

Senior Managing Director of Tokio Marine &NichidoSatoru Komiya

Representative Director andSenior Managing Director

Senior Managing Director of Tokio Marine &NichidoHead of International
Insurance Business
Co-Head of International
Business
In charge of International
Business Development Dept.
(management of North
America (TMHCC))
Toshifumi Kitazawa

Director

President & Chief Executive Officer of Tokio
Marine & Nichido

Katsumi Nakazato

Director

President & Chief Executive Officer of Tokio
Marine & Nichido Life

Akio Mimura

Director(outside director)

Senior Advisor, Honorary Chairman of Nippon
Steel Corporation
Director of Japan Post Holdings Co., Ltd.
(outside director)
Director of Development Bank of Japan Inc.
(outside director)
Director of Nisshin Seifun Group Inc. (outside
director)
Chairman of The Japan Chamber of Commerceand Industry
Chairman of The Tokyo Chamber of Commerce andIndustry

Mikio Sasaki

Director(outside director)

Senior Corporate Advisor (Tokubetsukomon) of
Mitsubishi Corporation
Director of Mitsubishi Research Institute, Inc. (nonexecutive director)

Masako Egawa

Director(outside director)

Professor, Graduate School of Business
Administration, Hitotsubashi University
Director of Mitsui Fudosan Co., Ltd. (outside
director)
Director of AGC Inc. (outside director)

Takashi Mitachi

Director(outside director)

Senior Adviser of The Boston Consulting Group
Director of Rakuten, Inc. (outside director)
Director of DMG Mori Co., Ltd. (outside director)
Director of Unicharm Corporation (outside
director)

Takashi Ito

Audit & Supervisory Board
Member (full-time)-

Shozo Mori

Audit & Supervisory Board
Member (full-time)-

Akinari Horii

Audit & Supervisory Board
Member(outside audit & supervisory

Director and Special Advisor of The Canon Institutefor Global Studies

43

board member)
Akihiro Wani

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

Attorney-at-law

Nana Otsuki

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

Executive Officer and Chief Analyst of Monex, Inc.
Professor, Graduate School of Division of Business
Administration, Nagoya University of Commerce &Business
Director of Credit Saison Co., Ltd. (outside director)

Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside directors
and outside company 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. Akio Mimura, Mr. Mikio Sasaki, Ms. Masako Egawa, Mr. Takashi Mitachi, Mr. Akinari
Horii, Mr. Akihiro Wani and Ms. Nana Otsuki are “independent directors/auditors” asspecified by the Tokyo Stock Exchange, Inc.
3. Mr. Makoto Okada assumed his position as Executive Vice President of the Company and
Tokio Marine & Nichido effective as of April 1, 2019.
4. Mr. Takayuki Yuasa assumed his position as Executive Vice President of the Company and
Tokio Marine & Nichido effective as of April 1, 2019.
5. Mr. Satoru Komiya is in charge of TMHCC. “TMHCC” means the corporate group comprisedof HCC Insurance Holdings, Inc., the head office for which is in the United States, and its
subsidiaries. HCC Insurance Holdings, Inc. is a subsidiary of the Company.
6. Mr. Toshifumi Kitazawa assumed his position as Vice Chairman of the Board of Tokio
Marine & Nichido effective as of April 1, 2019.
7. Nippon Steel & Sumitomo Metal Corporation, where Mr. Akio Mimura serves as Senior
Advisor, Honorary Chairman , has changed its trade name to Nippon Steel Corporation on
April 1, 2019 (hereinafter the same shall apply in this Business Report).
8. Mr. Takashi Ito was General Manager of the Corporate Planning Dept. of the Company andhas extensive insight regarding finance and accounting matters.
9. Mr. Akinari Horii has many years of experience in his roles at the Bank of Japan as an
employee and a regular employee and has extensive insight regarding finance and accounting
matters.
10. Mr. Akihiro Wani has many years of experience in his role as a corporate lawyer acting for
financial institutions on legal matters and has extensive insight regarding finance andaccounting 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.

(2) Remuneration and Other Compensation to Directors and Audit & Supervisory Board
Members

Directors
Audit &
Supervisory
Board
Members
Total

Number of persons to receive
remuneration and othercompensation

Remuneration and other compensation

15 persons

532 million yen

7 persons

116 million yen

22 persons

648 million yen
44Notes: 1. “Number of persons to receive remuneration and other compensation” includes two directors
and two audit & supervisory board members who resigned from office at the close of the 16th
ordinary general meeting of shareholders held on June 25, 2018.
2. “Remuneration and other compensation” includes the amounts paid to two directors and two
audit & supervisory board members referred to in Note 1 above.
3. Remuneration in connection with share acquisition rights granted to directors is 113 million
yen.
4. Based on the resolution adopted at the 13th ordinary general meeting of shareholders held on
June 29, 2015, the total amount of remuneration and other compensation of directors shall be
no more than 50 million yen per month (of which remuneration and other compensation foroutside directors shall be no more than 5 million yen). In addition, the total amount of
remuneration and other compensation in connection with share acquisition rights granted todirectors shall be no more than 140 million yen per year (of which remuneration for outside
directors shall be no more than 14 million yen).
5. Based on the resolution adopted at the 9th ordinary general meeting of shareholders held on
June 27, 2011, the total amount of remuneration and other compensation for audit &supervisory board members shall be no more than 12 million yen per month.

(3) Limitation of Liability
Name
Akio Mimura (outside director)
Mikio Sasaki (outside director)
Masako Egawa (outside director)
Takashi Mitachi (outside director)
Akinari Horii (outside audit & supervisoryboard member)
Akihiro Wani (outside audit & supervisoryboard member)
Nana Otsuki (outside audit & supervisoryboard member)

Outline of the contract to limit liability
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 amount provided in Article 425,
paragraph 1 of the Companies Act of Japan.

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Posts (As of March 31, 2019)
Other posts of outside directors and outside audit & supervisory board members are as
described above in “2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2019)”. Fromamong the entities where outside directors and outside audit & supervisory board me mbers
have other posts, while insurance subsidiaries of the Company conduct considerable amounts
of insurance-related transactions with Nippon Steel & Sumitomo Metal Corporation, Nisshin
Seifun Group Inc., Mitsubishi Corporation, AGC Inc., DMG Mori Co., Ltd., Unicharm
Corporation and Credit Saison Co.,Ltd., each outside director and outside audit & supervisoryboard member fulfills the independence standards for Outside Directors and Outside Audit &Supervisory Board Members set by the Company.
(2) Principal Activities
Current term
Name
in officeAttendance of board
meetings etc.
45

Major activities including theremarks made at board meetings etc.

Akio Mimura(outside director)

Mikio Sasaki(outside director)

Masako Egawa(outside director)

Takashi Mitachi(outside director)

Akinari Horii(outside audit &supervisory board
member)Akihiro Wani(outside audit &supervisory board
member)Nana Otsuki

8 years and 9monthsAttended 12 of the 13 board He has fulfilled his supervisoryof directors' meetings held
functions by asking for detailed
during fiscal year 2018.
explanations and making remarks ona timely basis, based on his insight asa company manager which was
acquired through many years ofexperience in a management role.

7 years and 9 Attended all 13 board ofmonthsdirectors' meetings held
during fiscal year 2018.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa company manager which was
acquired through many years ofexperience in a management role.

3 years and 9 Attended 12 of the 13 board She has fulfilled her supervisory
monthsof directors' meetings held
functions by asking for detailed
during fiscal year 2018.
explanations and making remarks ona timely basis, based on her insight
as a specialist in business
management which was acquired
through many years of experience infinancial institutions, involvement inacademic activities related tocorporate governance and experienceat The University of Tokyo as an
Executive Vice President.
1 year and 9monthsAttended all 13 board of
directors' meetings held
during fiscal year 2018.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa company manager which was
acquired through many years ofexperience in a consulting firm and amanagement role.

7 years and 9monthsAttended 12 of the 13 boardof directors' meetings and
10 of the 11 audit &supervisory board meetings
held during fiscal year
2018.

He has fulfilled his audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on his insight which was
acquired through many years ofexperience in his role as an executive
or a regular employee of the Bank ofJapan.

4 years and 9monthsAttended all 13 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2018.

He has fulfilled his audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on his insight which was
acquired through many years ofexperience in his role as an attorneyat-law.

9 months

After assuming theposition, attended all 10

She has fulfilled her audit functions
by asking for detailed explanations

46

board of directors' meetings
and all 9 audit &supervisory board meetings
held during fiscal year
2018.

(outside audit &supervisory board
member)and making remarks on a timely
basis, based on her insight as a
specialist in business management
which was acquired through many
years of experience as an analyst in
financial institutions.

Notes: 1. Current term in office is the length of the term held as of March 31, 201 9.
2. Description in the "Attendance of board meetings etc." and "M ajor activities including theremarks made at board meetings etc." includes attendance of audit & supervisory board
meetings and major activities including the remarks made at audit & supervisory board
meetings, as well as said matters at the board of director’s meetings.
3. Of the 13 board of directors' meetings held during fiscal year 2018, 11 were ordinary
Meetings and 2 were extraordinary meetings. In addition to the above, written report was
submitted on one occasion in lieu of meeting. All 11 audit & supervisory board meetings
held during fiscal year 2018 were ordinary meetings.

(3) Remuneration and Other Compensation

Total amount of
remuneration andothercompensation

Number of persons toreceive remunerationand other compensation

Remuneration received
from the insurance
holding company

Remuneration received from theparent company, etc. of theinsurance holding company

8 persons

103 million yen-

Notes: 1. "Number of persons to receive remuneration and other compensation " includes 1 outside
director who resigned from office at the close of the 16 th ordinary general meeting ofshareholders held on June 25, 2018.
2. "Remuneration received from the insurance holding company" includes the amounts paid tothe outside director referred to in Note 1 above.
3. Of the "Remuneration received from the insurance holding company" , remuneration inconnection with share acquisition rights was 9 million yen.
4. The breakdown of the remuneration is as follows.
- Outside directors: 4 persons, 58 million yen- Outside audit & supervisory board members: 4 persons, 44 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, 2019)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 710,000 thousand shares (including 3,443 thousand
treasury shares)(2) Total Number of Shareholders (As of March 31, 2019)75,633(Composition ratio by type of shareholders)

Financial institutions:
Financial instruments firms:

38.5%
4.5%
47

Other domestic companies:
Foreign companies:
Individuals and others:
Treasury shares

6.9%
37.6%
12.0%
0.5%

(3) Major shareholders (As of March 31, 2019)
Capital contribution
to the Company
Shareholders
Number ofshares held

Ratio ofshares held

thousand shares%

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

55,882

7.9

Japan Trustee Services Bank, Ltd. (Trust Account)

45,405

6.4

Meiji Yasuda Life Insurance Company

15,7792.2

Japan Trustee Services Bank, Ltd. (Trust Account 5)

14,0382.0

Japan Trustee Services Bank, Ltd. (Trust Account 7)

13,175

1.9

SSBTC CLIENT OMNIBUS ACCOUNT

13,025

1.8

Japan Trustee Services Bank, Ltd. (Trust Account 9)12,595

1.8

The Master Trust Bank of Japan, Ltd. Retirement Benefits
Trust Account for Mitsubishi Corporation

10,832

1.5

JP Morgan Chase Bank 385151

10,342

1.5

The Bank of New York Mellon 140044

10,203

1.4

Notes: 1. 10,832 thousand shares held by The Master Trust Bank of Japan, Ltd. Retirement Benefits Trust
Account for Mitsubishi Corporation are assets entrusted by Mitsubishi Corporation for its retirement
benefits trust.
2. The ratio of shares held is calculated after deducting 3,443 thousand treasury shares held by theCompany.

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 as remuneration for the performance of their respective duties as of March 31, 2019:
Number ofshareacquisitionrights (as ofMarch 31,2019)Class andnumber ofsharesunderlying
shareacquisitionrights (as ofMarch 31,
2019)

Amountpayable atissuance48

Amount to be
paid upon
exercise ofshareacquisitionrightsExerciseperiodJuly 2005
5
2,500
Share
commonAcquisition
sharesRightsJuly 2006
4
2,000
2,013,506 yen
SharecommonAcquisition
sharesRightsJuly 2007
35
3,500
491,700 yen
SharecommonAcquisition
sharesRightsAugust 2008
47
4,700
353,300 yen
SharecommonAcquisition
sharesRightsJuly 2009
118
11,800237,600 yen
SharecommonAcquisition
sharesRightsJuly 2010
143
14,300234,400 yen
Sharecommon30 years fromAcquisition
sharesthe allotment
Rights1 yen perof the share
July 2011
222
22,200219,500 yen
share
acquisition
SharecommonAcquisition
sharesrightsRightsJuly 2012305
30,500181,900 yen
SharecommonAcquisition
sharesRightsJuly 2013
373
37,300332,600 yen
SharecommonAcquisition
sharesRightsJuly 2014
628
62,800310,800 yen
SharecommonAcquisition
sharesRightsJuly 2015
721
72,100500,800 yen
SharecommonAcquisition
sharesRightsJuly 2016
1,195
119,500
337,700 yen
SharecommonAcquisition
sharesRightsJuly 2017
1,252
125,200
455,100 yen
SharecommonAcquisition
sharesRightsJuly 2018
1,577
157,700
500,700 yen
SharecommonAcquisition
sharesRights
Notes: 1. All share acquisition rights are issued by the Company pursuant to a stock-linked
compensation plan.
2. The July 2005 Share Acquisition Rights have particularly favorable terms for directors, audit& supervisory board members, and executive officers, pursuant to Articles 280-20 and 280-21of the former Commercial Code.

49

3. Share acquisition rights issued from July 2006 through July 201 8 were allotted to directors,
audit & supervisory board members, and executive officers to settle their cash
remuneration claims against their respective companies, pursuant to Article 238, paragraphs 1
and 2 and Article 240 of the Companies Act of Japan.
4. Share acquisition rights held by any of directors, audit & supervisory board members, andexecutive officers that he/she received in his/her capacity as a director, audit & supervisoryboard member, or executive officer of the relevant entity may only be exercised after he/she
has resigned from any position as a director, audit & supervisory board member, or
executive officer of such entity.

(1) Share Acquisition Rights held by Directors and Audit & Supervisory Board Membersof 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
acquisitionacquisitionrightsrights1 person
16

Outside Directors
Number of
persons
holdingshareacquisitionrights-Number ofshareacquisitionrightsJuly 2007
Share
Acquisition
Rights16

1,600
commonsharesAugust2008 Share
Acquisition
Rights19

1,900
commonshares1 person

19

-

-

-

-

July 2009
Share
Acquisition
Rights33

3,300
commonshares1 person

33

-

-

-

-

July 2010
Share
Acquisition
Rights41

4,100
commonshares1 person34

1 person

7--

July 2011
Share
Acquisition
Rights87

8,700
commonshares2 persons73

2 persons

14

-

-

July 2012
Share
Acquisition
Rights131

13,100commonshares3 persons113

2 persons

18

-

-

July 2013
Share
Acquisition
Rights111

11,100commonshares3 persons84

2 persons

14

1 person

13

July 2014
Share
Acquisition
Rights118

11,800commonshares4 persons98

2 persons

12

1 person

8

July 2015
Share
Acquisition
Rights148

14,800commonshares4 persons136

3 persons

12

-

-

July 2016
Share
Acquisition
Rights223

22,300commonshares6 persons205

3 persons

18

-

-

July 2017
Share
Acquisition
Rights207

20,700commonshares7 persons187

4 persons

20

-

-

50

-

Audit & Supervisory
Board Members
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights-July 2018
Share
Acquisition
Rights226

22,600commonshares9 persons206

4 persons20

Note: As of March 31, 2019, the directors and audit & supervisory board members of the Company have beenallotted the number of share acquisition rights to settle their monetary remuneration claims accrued asconsideration for their service in the respective companies set forth in this table. The directors and audit &supervisory board members of the Company who were also executive officers of the Company ordirectors or executive officers of the Company's major subsidiaries at the time of the issuance of the shareacquisition rights have been allotted the number of share acquisition rights set forth below in theircapacity as directors or executive officers of these companies.
The July 2005 Share Acquisition Rights: 5
The July 2006 Share Acquisition Rights: 4
The July 2007 Share Acquisition Rights: 16
The August 2008 Share Acquisition Rights: 16
The July 2009 Share Acquisition Rights: 59
The July 2010 Share Acquisition Rights: 70
The July 2011 Share Acquisition Rights: 94
The July 2012 Share Acquisition Rights: 111
The July 2013 Share Acquisition Rights: 122
The July 2014 Share Acquisition Rights: 130
The July 2015 Share Acquisition Rights: 142
The July 2016 Share Acquisition Rights: 122
The July 2017 Share Acquisition Rights: 114
The July 2018 Share Acquisition Rights: 88(2) Share Acquisition Rights Allotted to Employees, etc. during the Fiscal Year

Number ofshareacquisitionrightsClass andnumber ofsharesunderlying
shareacquisitionrightsDirectors and employees ofsubsidiaries

Employees
Number of
persons
allottedshare
acquisitionrights17 persons

Number ofshareacquisitionrightsNumber of
persons
allotted shareacquisitionrightsNumber ofshareacquisitionrightsJuly 2018
1,284
128,400308
63 persons
976
Share
commonAcquisition
sharesRightsNote: The number of employees' share acquisition rights described in the above table includes the number ofshare acquisition rights allotted to the employees of the Company who were also directors or executive
officers of the Company's major subsidiaries at the time of the issuance of such share acquisition rights tosettle their monetary remuneration claims accrued as consideration for their service in the respective
companies. "Employees" in the above table are executive officers who are not directors of the Company.

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

PricewaterhouseCoopers
Aarata LLC
Designated Limited
Liability Partners:

Remuneration for fiscal year 2018

Other matters

138 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

Susumu Arakawa
Takashi Idesawa
51

Yuko Harada

to International Financial ReportingStandards (IFRS), etc.

Notes: 1. The Audit & Supervisory Board of the Company has conducted necessary verification on theproperness of the auditor’s audit plan, the performance of the audit and the grounds for theauditor’s estimate of remuneration, and has consented to the amount of the auditor’s
remuneration as set forth in paragraph 1, Article 399 of Companies Act of Japan.
2. The audit engagement letter entered into between the Company and the independent auditor
does not clearly distinguish between the remuneration for audit services required by theCompanies Act of Japan and the remuneration for a part of audit services required by the
Financial Instruments and Exchange Act of Japan for these services are practicallyinseparable.
3. The total amount of cash and other financial benefits payable to the independent auditor by
the Company and its subsidiaries is 1,180million yen.

(2) Agreements for Limitation of Liability
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 to fall under any of the items of Article 340, paragraph 1 of the Companies
Act of Japan, based on the consent of all of the Audit & Supervisory Board members. The
Audit & Supervisory Board comprehensively evaluates the professional knowledge, audit
ability, audit quality, independence from the Company, and other qualifications of the
independent auditor according to the evaluation criteria established by the Audit &Supervisory Board. If the Audit & Supervisory Board finds any problems in the qualificationof an independent auditor or otherwise considers it appropriate to dismiss or not reappoint theindependent auditor, the Audit & Supervisory Board shall, by resolution, submit to the general
meeting of shareholders a proposal for the dismissal or non-reappointment of the independent
auditor.
b. Audit of financial statements of major subsidiaries,etc. of the insurance holding company
conducted by audit 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 the member firms of PricewaterhouseCoopers which is affiliated with
PricewaterhouseCoopers Aarata LLC.

7. Basic Policy Regarding Persons Who Control the Company's Decisions on Financial
Matters and Business Policies
None.

8. System to assure appropriate business operations(1) Overview of the Resolution on Establishment of a System to Assure Appropriate
Business Operations
52

The Company has formulated its “Basic Policies for Internal Controls” below pursuant to theCompanies Act and the Ordinance for Enforcement of the Companies Act.
1. System for ensuring proper operations within the Tokio Marine Group (the “Group”)(1) Based upon the "Tokio Marine Group Corporate Philosophy", the Company, as the holding
company presiding over the businesses of the Group, by establishing both the Group's basic
policies for the administration of Group companies and a system of reporting to the Boardof Directors, shall implement the Company's management system for all the Group
companies.
a. The Company shall administer the business of Group companies under its direct
management ("Subsidiaries and Others") by concluding business management agreementswith them and through other means.
(a) The Company shall provide Subsidiaries and Others with the Group's basic policies
that form the fundamentals of the Group's management strategies and the Company's
management.
(b) Business strategies, business projects and other important plans by Subsidiaries andOthers shall be subject to the Company's prior approval.
(c) Subsidiaries and Others shall report to the Company their initiatives based on theGroup's basic policies and the progress of their business plans.
b. The business management of Group companies other than Subsidiaries and Others shall,in principle, be made through Subsidiaries and Others.
(2) The Company shall establish the Group’s basic policies for capital allocation andimplement systems for operating the capital allocation program.
(3) The Company shall establish the Group's basic policies for accounting, grasp its
consolidated financial position and the Group companies' financial positions, andimplement systems for obtaining approval from, and submitting reports to, shareholders
and supervisory organizations and submitting tax returns to authorities in a proper manner.
(4) The Company shall establish the Group's basic policies for internal controls over financ ial
reporting and implement systems for ensuring the appropriateness and reliability offinancial reporting.
(5) The Company shall establish the Group's basic policies for disclosure, and implement
systems for disclosing information on corporate activities in a timely and proper manner.
(6) The Company shall establish the Group's basic policies for management of intragrouptransactions and implement systems for such transactions.
2. System for ensuring the execution of professional duties in accordance wi th applicable laws,
regulations and the Articles of Incorporation(1) The Company shall establish the Group's basic policies for compliance and implement
compliance systems.
a. The Company shall establish a department supervising compliance.
b. The Company shall formulate the "Group Code of Conduct" and ensure that all directors
and employees of the Group respect such code of conduct and give top priority tocompliance in all phases of the Group's business activities.
c. The Company shall have Subsidiaries and Others prepare compliance manuals and widely
promote compliance within the Group by means of training on laws, regulations, internal
rules and other matters which all directors and employees of the Group must respect .
d. The Company shall establish reporting rules in the event of a violation of laws,
53

regulations or internal rules within any of the Subsidiaries and Others and, in addition tousual reporting routes, set up hotlines (an internal whistle-blower system) to an internaland external organization and while keeping all directors and employees of the Group
well informed as to the use of the system.
(2) The Company shall establish the Group's basic policies for the protection of customers'
interests and maintain a customer-oriented policy in all phases of business in order toimplement a system for the protection of customers' interests.
(3) The Company shall establish the Group's basic policies for information security
management and implement such systems.
(4) The Company shall establish the Group's basic policies against antisocial factions andgroups, and in association with lawyers, police and other professionals, implement its
systems against such antisocial factions and groups, and respond to them in an organized
and uncompromising manner by severing relationships with them and refusing unfair
demands.
(5) The Company shall establish an internal audit department separate and independent ofother departments, establish the Group's basic policies for internal audits of the Group andimplement systems for efficient and effective internal audits within the Company andGroup companies.
3. System for risk management(1) The Company shall establish the Group's basic policies for risk management andimplement 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 outcomesthrough risk monitoring and reporting.
c. The Company shall have each of the Subsidiaries and Others perform risk management
appropriate to its types of business and its risk characteristics.
(2) The Company shall establish the Group's basic policies for integrated risk management andperform quantitative risk management across the entire Group to maintain credit ratingsand prevent bankruptcies.
(3) The Company shall establish the Group's basic policies for crisis management andimplement systems for crisis 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 numerical targets, etc.) for the Group.
(2) The Company shall establish rules regarding the exercise of authority and construct anappropriate organizational structure for achieving its business purposes in order to realize
efficient execution of operations through a proper division of responsibilities and a chain ofcommand.
(3) The Company shall formulate rules for and establish a "Management Meeting", composedof directors, executive officers and other relevant persons, that shall discuss and report onimportant management issues.
(4) The Company shall establish an Internal Control Committee that shall formul ate various
basic policies and other measures concerning the Group's internal control systems, evaluate54their progress, discuss how to improve them, and promote their implementation .
(5) The Company shall establish the Group's basic policies for IT governa nce, and implement
systems for achieving IT governance.
(6) The Company shall establish the Group's basic policies for personnel matters with a viewto enhancing productivity and corporate value through comprehensive efforts to enhance
employees' satisfaction and pride in their work and promoting fair and transparent
personnel management linked with proper performance evaluation.
(7) The Company shall establish system for ensuring efficient execution of professional duties
at the Group companies as well as the Company in addition to the above (1) to (6).
5. System for preserving and managing information concerning the execution of directors'
dutiesThe Company shall establish rules for the preservation of documents and other materials.
The minutes of important meetings and documents containing material information
regarding the execution of duties by the directors and the executive officers shall bepreserved and managed appropriately in accordance with such 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 directcontrol of the Audit & Supervisory Board Members for the purpose of supporting them inthe performance of their duties. Upon request of the Audit & Supervisory Board Members,
the Company shall assign full-time employees having sufficient knowledge and ability tosupport the Members in the performance of their duties.
(2) Employees assigned to the Office of Audit & Supervisory Board shall perform duties
ordered by the Audit & Supervisory Board Members and other work necessary forproceeding with audits, and such employees shall have the right to collect informationnecessary for audit purposes.
(3) Performance evaluations, personnel transfers and disciplinary action concerning such
employees shall be made with the approval of the Audit & Supervisory Board Members(full-time).
7. System of reporting to the Audit & Supervisory Board Members(1) Directors and employees shall regularly report to the Audit & Supervisory Board Members
on management, financial condition, compliance, risk management, internal audits andother matters, and in the event that they detect a material violation of laws, regulations orinternal rules, concerning the execution of operations of the Company or the Group
companies or a fact likely to cause considerable damage to the Company or the Group
companies, they shall immediately report thereof to the Audit & Supervisory Board
Members.
(2) The Company shall establish system to ensure that the Audit & Supervisory Board
Members shall be reported by directors and employees or the ones having received thereport from them, in the event that they detect a material violation of laws, regulations orinternal rules concerning the execution of operations of the Company or the Group
companies, or a fact likely to cause considerable damage to the Company or the Group
companies.
(3) The Company shall establish system necessary as to that directors and employees , who
55

reported the matters as per above mentioned to the Audit & Supervisory Board Members,
shall not be given any disadvantageous treatment because of the concerned report in the
Company or the Group companies.
(4) Directors and employees shall regularly report to the Audit & Supervisory Board Members
on matters such as how the hot lines (the internal whistle-blower system) are used andreports 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 to attend "Management Meetings" and other important meetings andcommittees, and express their opinions.
(2) The Audit & Supervisory Board Members shall have the right to inspect at any time theminutes of important meetings and other important documents relating to decisions
approved by directors and executive 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 expense and fees incurred regarding the execution of duties
by the Audit & Supervisory Board Members, unless the company proves that they are notnecessary for the execution.

Amended April 1, 2019
(Note) Board of directors' meetings held on December 18, 2018 resolved to amend theCompany's Basic Policies for Internal Controls effective on April 1, 2019, as statedabove.

(2) Overview of Implementation of Internal Control Systema. Internal Control System in General
The Company has formulated its “Basic Policies for Internal Controls” and, in accordancewith these Policies, the Company has established an internal control system for the entire
Group including management control of group 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. In thisfiscal year, deliberations were made with external experts as in the past fiscal year , and it has
been confirmed that, across the whole Group, there are no significant deficiencies in internal
control .

b. Efforts related to Management Control of Group Companies
56

The Company has formulated various basic policies that the Group is required to comply within order to ensure proper Group operations and to ensure compliance with laws, regulations
and the Articles of Incorporation of the Company. The Company also reviews the policies eachyear to determine whether any new policies or revisions to existing policies are necessary andthe Company has revised a part of such basic policies this fiscal year.
In the Group’s basic policies about management of Group companies, certain material items
relating to the businesses 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, theCompany gives prior approval to business and 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 rules that 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, as well as informing them about use of the hotlines throughtraining and other methods and responding to reports. In addition, the Group installed ahotline that can handle internal reports in multiple languages from Japan and abroad.
The Group has, at its overseas bases of operations, promoted the maintenance andimprovement of its compliance system in conformity with the legal systems in each country
where said bases are located, and has also appointed at the Company a person in charge ofsupervising both legal and compliance functions. In addition, the Group is working to improve
the system in the areas where a globally consistent response is required such as measures tocomply with economic sanctions and prevent money laundering and terrorism funding as well
as for personal information protection.
d. Efforts related to Risk Management
The Company identifies risks that may have material effect on the financial soundness andcontinuity of operations of the Company, establishes countermeasures against such risks,deliberates on the implementation of such countermeasures at the Internal Control Committee
and confirms their effectiveness at board of directors’ meetings. In this fiscal year, in order toaddress cyber risk, in addition to integrating our global cybersecurity surveillance s ystems ineach region under the officer responsible for cybersecurity management, we have alsoendeavored to increase the number of the personnel engaged in the field of cybersecurity.
In order to maintain credit ratings and forestall bankruptcy, the Board of Directors conducts a
multi-faceted investigation to confirm that the Group’s real net assets are at a sufficient levelcompared to the risks the Group 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 auditsof the operations of each department, and offers recommendations regarding improvements forany issues that are identified. In addition, we request Group companies to conduct efficientand effective internal audits in accordance 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 their internal audits.
In this fiscal year, the Company has consolidated the internal audit planning functions foroverseas group companies, which were controlled by the International Business Development
Department, under the Internal Audit Department, and shifted to a structure whereby theInternal Audit Department is responsible for the maintenance, improvement and reinforcement57

of the internal audit systems of Group companies on a global scale.

f. Efforts to Ensure Efficient Audits by Audit & Supervisory Board Members
The Company provides information to Audit & Supervisory Board Members sufficient toensure effective audit by the Audit & Supervisory Board Members such as by having themattend meetings of the Board of Directors and other important meetings, as well as providingthem access to important financial reports, which allows them to evaluate directors’ executionof their duties.
The Company’s Internal Audit Department also collaborates with Audit & Supervisory Board
Members by providing information on the internal audit plan and the outcome of the internal
audit.
In addition, the Company reports to Audit & Supervisory Board Members four times a year on
the implementation of the internal reporting hotline.

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.
2-1, Marunouchi 1-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
2,095,774 million yen(3) Total Amount Recorded in the Assets Section of the Balance Sheet pertaining to theCompany’s Current Fiscal Year2,409,066 million yen

10. Matters Concerning Transactions with the Parent Company
None.

11. Matters Concerning Accounting Advisers (Kaikei Sanyo)
None.

12. Other Matters
None.

58

Consolidated Balance Sheet as of March 31, 2019
(Yen in millions)
As of March 31, 2019
AssetsCash and bank deposits
Receivables under resale agreements

851,657
999

Receivables under securities borrowing transactions
Monetary receivables bought
Money trusts
Securities
Loans
Tangible fixed assets

9,084
1,468,952
2,156
16,502,611
932,167
293,257
134,594
120,865
651
37,145
767,598
39,810411,681
316,106
1,664,969
17,51529,511Land
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

2,230(11,308)

Total assets

22,531,402

Liabilities
Insurance liabilities

16,416,905
2,863,815
13,553,090
57,514
1,692,804

Outstanding claims
Underwriting reserves
Corporate bonds
Other liabilities
Payables under securities lending transactions
Other liabilities
Net defined benefit liabilities
Provision for employees' bonus
Reserves under special laws
Price fluctuation reserve
Deferred tax liabilities
Negative goodwill
Acceptances and guarantees
Total liabilities
Net assets
Shareholders' equity
Share capital
Retained earnings
Treasury shares

197,623
1,495,180
254,430
61,371
108,457
108,457
294,805
39,1402,230
18,927,661

150,000
1,742,188(18,299)
1,873,889

Total shareholders' equity
Accumulated other comprehensive income
Unrealized gains (losses) on available-for-sale securities

59

1,676,369

Deferred gains (losses) on hedge transactions
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

60

9,472
24,892(10,389)
1,700,344
2,479
27,027
3,603,741
22,531,402

Consolidated Statement of Income for fiscal year 2018
(Yen in millions)Fiscal year 2018
(April 1, 2018 to March 31, 2019)

5,476,720

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
Other investment income
Transfer of investment income on deposit premiums
Other ordinary income
Amortization of negative goodwill
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 money trusts
Losses on sales of securities
Impairment losses on securities
Losses on redemption of securities
Losses on derivatives
Losses on separate account
Other investment expenses
Operating and general administrative expenses
Other ordinary expenses
Interest expenses
Losses on bad debts
Equity in losses of affiliates
Amortization of deferred assets under Article 113of the Insurance Business Act
Other ordinary expenses
Ordinary profit

61

4,769,640
3,587,400
80,592
42,624
1,053,520
5,503
589,247
492,962
101
6,708
121,973
2,011
8,114(42,624)
117,831
10,229107,6025,060,389
4,079,779
2,109,949
141,980
707,591
164,76128
492,276
170,883
287,010
5,296
90,2591,540
18,967
9,835
1,081
29,6483,530
25,655
861,365
28,985
17,039
308
3,310
3,826
4,500
416,330

(Yen in millions)Fiscal year 2018
(April 1, 2018 to March 31, 2019)
Extraordinary gains
Gains on disposal of fixed assets
Gains on step acquisition
Other extraordinary gains
Extraordinary losses
Losses on disposal of fixed assets
Impairment losses on fixed assets
Provision for reserves under special laws
Provision for price fluctuation reserve
Losses on sales of shares of subsidiaries andaffiliates
Income before income taxes and non-controlling interests
Income taxes - current
Income taxes - deferred
Total income taxes
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of the parent

62

5,011
1,352
2,891
766
35,607
1,908
3,248
7,945
7,945
22,504
385,733
119,450(9,437)110,013275,7201,140
274,579

Consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2018 (April 1, 2018 to March 31, 2019)(Yen in millions)Shareholders' equity
Retainedearnings

Share capital
Beginning balance

150,000

Treasuryshares

1,837,908

Total shareholders'equity(114,446)

1,873,461

Changes during the year
Dividends(172,636)(172,636)

Net income attributable to owners of theparent274,579

274,579

Purchases of treasury shares
Disposal of treasury shares
Cancellation of treasury shares(102,318)(102,318)

(475)

1,316

841

(197,149)

197,149-

Capital increase of
consolidated subsidiaries

(9)

(9)

Others(28)(28)

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

150,000(95,719)

96,147427

1,742,188(18,299)

1,873,889

Accumulated other comprehensive income
Unrealized
Deferred gains
gains (losses)(losses) on
on availablehedge
for-saletransactions
securities
Beginning balance

1,864,865

Foreigncurrencytranslation
adjustments

Remeasurementsof defined benefit
plans

76,081(20,044)

10,829Shareacquisitionrights

Noncontrollinginterests

Total net assets

2,552

27,7893,835,536

Changes during the year
Dividends(172,636)

Net income attributable to owners of theparent274,579

Purchases of treasury shares(102,318)

Disposal of treasury shares

841

Cancellation of treasury shares-

Capital increase of
consolidated subsidiaries(9)

Others(28)

Net changes in items otherthan shareholders' equity(188,495)(1,357)(51,189)

9,654

(72)

(762)

(232,222)

Total changes during the year

(188,495)(1,357)(51,189)

9,654

(72)

(762)

(231,795)

Ending balance

1,676,369

9,472

24,892(10,389)

2,479

27,027

3,603,741

63

Notes to Consolidated Financial Statements

Significant matters related to consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 155 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.
Philadelphia Indemnity Insurance Company
First Insurance Company of Hawaii, Ltd.
Tokio Marine America Insurance Company
Delphi Financial Group, Inc.
Safety National Casualty Corporation
Reliance Standard Life Insurance Company
Reliance Standard Life Insurance Company of Texas
HCC Insurance Holdings, Inc.
Houston Casualty Company
U.S. Specialty Insurance Company
HCC Life Insurance Company
Tokio Marine Kiln Group Limited
Tokio Marine Underwriting Limited
HCC International Insurance Company PLC
Tokio Marine Asia Pte. Ltd.
Tokio Marine Insurance Singapore Ltd.
Tokio Marine Life Insurance Singapore Ltd.
Tokio Marine Insurans (Malaysia) Berhad
Tokio Marine Life Insurance Malaysia Bhd.
Safety Insurance Public Company Limited
Tokio Marine Seguradora S.A.
Beginning with fiscal year 2018, Safety Insurance Public Company Limited and seven othercompanies are included as consolidated subsidiaries because they became subsidiaries due to shareacquisition, etc.
Tokio Millennium Re AG, Tokio Millennium Re (UK) Limited, and three other companies are
excluded from the scope of consolidation because shares held in these companies have been sold.
Also, HCC Insurance Holdings (International) Limited and seven other companies are excluded
from the scope of consolidation because they have been dissolved.
(2) Names of major non-consolidated subsidiaries
Major subsidiaries:
64Tokio Marine & Nichido Adjusting Service Co., Ltd.
Tokio Marine Capital Co., Ltd.
Reason the subsidiaries were excluded from the consolidation:
Each of these non-consolidated subsidiaries is small in scale in terms of total assets, sales, net
income or loss for the period and retained earnings, etc. 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 and are excluded from the consolidation.
2. Application of the equity method(1) Number of affiliates accounted for by the equity method: 9 companies
Names of major affiliates accounted for by the equity method:IFFCO-Tokio General Insurance Co. Ltd.
Edelweiss Tokio Life Insurance Company Limited
Hollard Holdings Proprietary Limited
Hollard International Proprietary Limited
Hollard Holdings Proprietary Limited and Hollard International Proprietary Limited have been
included in the scope of application of the equity method from fiscal year 2018 because they
became affiliates due to share acquisition.
(2) The non-consolidated subsidiaries (Tokio Marine & Nichido Adjusting Service Co., Ltd., Tokio
Marine Capital Co., Ltd., etc.) and other affiliates (Alinma Tokio Marine Company, etc.) have notbeen accounted for by the equity method because these companies have had a minor effect on the
Company’s consolidated net income or loss for the period and retained earnings, etc. and are notconsidered material as a whole.
(3) The Company owns 30.1% of the total voting rights of Japan Earthquake Reinsurance Co., Ltd.
through Tokio Marine & Nichido and Nisshin Fire & Marine. The Company does not consider
Japan Earthquake Reinsurance Co., Ltd. to be its affiliate since it believes that it cannot exert asignificant influence on any policy making decisions of Japan Earthquake Reinsurance Co., Ltd.’s
operations given the highly public nature of the company.
(4) With regard to any company accounted for by the equity method that has a different closing datefrom that of the consolidated financial statements, the financial statements of that company for its
fiscal year are used for presentation in the consolidated financial results.
3. Matters relating to the fiscal year, etc. of consolidated subsidiaries
The closing date of the fiscal year for three of the domestic consolidated subsidiaries and 143 overseas
consolidated subsidiaries is December 31. Since the differences in the closing dates do not exceed
three months, the financial statements of the consolidated subsidiaries as of December 31 are used forpresentation in the accompanying consolidated financial statements. As for any significant transactions
taking place during the period between the subsidiaries’ closing dates and the consolidated closing
date, necessary adjustments are made for consolidation purposes.
4. Accounting policies(1) Valuation of securities
65

a. Trading securities are valued by the mark-to-market method, with the costs of their sales being
calculated on the moving-average method.
b. Bonds held to maturity are recorded by using the amortized cost method (straight-line method)
based on the moving-average method.
c. Bonds earmarked for underwriting reserves are recorded by using amortized cost method(straight-line method) based on the moving-average 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 JapaneseInstitute of Certified Public Accountants (the “JICPA”), November 16, 2000.
Following is a summary of the risk management policy concerning bonds earmarked forunderwriting reserves.
In order to control interest rate fluctuation risks relating to assets and liabilities, Tokio Marine &Nichido Life divides their underwriting reserves into the following subgroups:"dollar-denominated underwriting reserve for deferment period of individual annuity insurance(denominated in U.S. dollars) with floating cancellation refund linked with market interest rates","underwriting reserve for deferment period of individual annuity insurance with floating interest
rates", "underwriting reserve for lump sum deposit-type whole-life insurance denominated in U.S.
dollars with floating interest rates", "underwriting reserve for lump sum deposit-type whole-life
insurance denominated in Japanese yen with floating interest rates", and "underwriting reserve forindividual insurance (non-participating)". Tokio Marine & Nichido Life maintains a policy ofmatching the duration of underwriting reserves of each subgroup and bonds earmarked for theunderwriting reserve within certain time range.
d. Other securities with fair value are recorded by the mark-to-market method based upon themarket price, etc. on the closing date. The total amount of unrealized gains/losses on suchsecurities is directly added to net assets with costs of sales being calculated on themoving-average method.
e. Other securities for which the fair value cannot be measured reliably are recorded at cost
determined by the moving-average method.
f. Equity shares in non-consolidated subsidiaries and affiliates that are not subject to the equity
method are recorded at cost determined by the moving-average method.
g. Securities held in individually managed money trusts that are managed as trust properties arerecorded by the mark-to-market method.
(2) Valuation of derivative transactions

Derivative financial instruments are accounted for by the mark-to-market method.
(3) Depreciation method for tangible fixed assets
The depreciation of tangible fixed assets is accounted for by the straight-line method.
(4) Depreciation method for intangible fixed assets
Depreciation of intangible fixed assets procured through acquisitions of overseas subsidiaries isrecorded over the period of time for which the Company expects such subsidiaries contribute to the66Company, and in accordance with the form of such contribution.
(5) Accounting policies for significant reserves and allowancesa. Allowance for doubtful accounts
In order to provide for losses from defaults, major domestic consolidated subsidiaries of the Company
establish allowance for doubtful accounts in accordance with asset self-assessment and asset write-off
rules as detailed below.
For claims against any debtor who has legally, technically, or substantially become insolvent (due tobankruptcy, special liquidation or suspension of transactions at draft clearinghouses, etc.), allowance iscalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral or performance of applicable guarantees.
For claims against any debtor who is likely to become insolvent in the foreseeable future, allowance iscalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral, performance of applicable guarantees or the relevant debtor itself, taking into
consideration the overall solvency assessment of the relevant debtor.
For claims other than those described above, allowance is provided based on the amount of claims
multiplied by the expected default rate, which is computed based on historical loan loss experience in
certain previous periods.
In addition, all claims are assessed by the asset accounting department and the asset management
department in accordance with the rules of asset self-assessment. Subsequently, the asset auditing
department, which is independent from these departments, audits the results of assessment by the otherasset-related departments. Allowance for doubtful accounts is recorded based on such assessment
results and audits stated above.
b. Provision for employees’ bonus
To provide for payment of bonuses to employees, the Company and its major consolidated domestic
subsidiaries maintain reserves for employees' bonuses based on the expected amount to be paid.
c. Price fluctuation reserve
Domestic consolidated insurance subsidiaries maintain reserves under Article 115 of the Insurance
Business Act in order to provide for possible losses or damages arising from fluctuation of share prices,etc.
(6) Accounting for retirement benefitsa. Attribution method for projected retirement benefit obligations
In calculating retirement benefit obligations, attribution to the period ended March 31, 2019 is based
mainly on benefit formula criteria.
b. Method to charge actuarial differences and prior service costs
Actuarial differences are charged to expenses in the subsequent fiscal year in amounts obtained byproportional calculation using the straight-line method over a certain term (5-13 years) within the
average remaining years of service of the employees at the time when the differences were incurredfor each fiscal year.

67

Prior service costs are charged to expenses in each subsequent fiscal year using the straight-line
method over a certain term (7-13 years) within the average remaining years of service of theemployees at the time when such costs were incurred.
(7) Accounting for consumption tax, etc.
The Company and its domestic consolidated subsidiaries account for consumption tax, etc. by the
tax-excluded method. However, domestic consolidated insurance subsidiaries account for expenses
such as operating and general administrative expenses by the tax-included method.
In addition, any non-deductible consumption tax incurred in connection with assets is included inother assets and is amortized over 5 years using the straight-line method.
(8) Significant method for hedge accounting
a. Interest rate
To mitigate interest rate fluctuation risks associated with long-term insurance policies, Tokio Marine &Nichido and Tokio Marine & Nichido Life conduct Asset Liability Management ("ALM") to control
such risks by evaluating and analyzing financial assets and insurance liabilities simultaneously.
With regard to some of the interest rate swap transactions that are used to manage such risks, Tokio
Marine & Nichido and Tokio Marine & Nichido Life apply deferred hedge accounting to the swap
transactions based upon the Industry Audit Committee Report No. 26, “Accounting and Auditing
Treatment related to Adoption of Accounting Standards for Financial Instruments in the Insurance
Industry” (issued by the JICPA, September 3, 2002 - hereinafter called “Report No. 26”).
Effectiveness is not evaluated for hedge treatments that are believed to have high hedge effectiveness,because the Company groups hedged insurance liabilities with the interest rate swaps that are thehedge instruments, based on the period remaining for the instruments.
Tokio Marine & Nichido accounts for any deferred gains as of the end of March 2003 that were
calculated based on the Industry Audit Committee’s Report No.16, "Accounting and Auditing
Treatment related to Adoption of Accounting Standards for Financial Instruments in the Insurance
Industry" (issued by the JICPA, March 31, 2000), which was applicable prior to the application ofReport No. 26, using the straight-line method over the remaining hedging period (1-17 years). The
accounting treatment for such deferred gains is based on the transitional measures in Report No. 26.
Deferred gains (before tax deductions) under this treatment as of March 31, 2019 were 305 million
yen and the amount accounted for in the consolidated financial statements for fiscal year 2018 was 951
million yen.
b. Foreign exchangeWith regard to some of major domestic consolidated insurance subsidiaries’ currency swap
transactions and currency forward transactions, which have been entered into for the purpose ofhedging foreign exchange risk associated with assets denominated in foreign currencies, (a) fair value
hedge accounting, (b) deferred hedge accounting or (c) matching treatment are applied. The hedge
effectiveness is not evaluated for hedging treatments that are believed to have high hedge effectiveness,such as in cases where hedging tools and hedged instruments share the same important characteristics.
Tokio Marine & Nichido applies deferred hedge accounting to foreign currency loans which hedge
68foreign exchange risk associated with equity in overseas subsidiaries. Hedge effectiveness is evaluatedbased on a comparison of the aggregate market fluctuation of the hedged instruments and hedging
tools during the period from when the hedge was entered and ending at the time of the evaluation.
(9) Amortization method and amortization period for goodwill
Goodwill recognized as an asset on the consolidated balance sheet is amortized in the following
manner. The goodwill in connection with Philadelphia Consolidated Holding Corp. and HCC
Insurance Holdings, Inc. is amortized over 20 years and 10 years, respectively, using the straight-line
method. Other goodwill is amortized over 5 to 15 years using the straight-line method, however when
the amount is small it is amortized as a lump sum.
Negative goodwill that arose on or before March 31, 2010 is recognized as a liability on the
consolidated balance sheet and amortized over 20 years using the straight-line method.
(10) Accounting for deferred assets under Article 113 of the Insurance Business Act
The Company evaluated the amount of amortization of deferred assets under Article 113 of the
Insurance Business Act for E.design Insurance Co., Ltd. in accordance with applicable laws andregulations and the Articles of Incorporation of E.design Insurance Co., Ltd.
Notes on changes in the presentation method
Some overseas consolidated subsidiaries have, from fiscal year 2017 to fiscal year 2018, changed theirprocesses and systems, etc. relating to actuarial activities and, since it has become possible to classify
insurance liabilities more accurately than before, starting from fiscal year 2018, there are changes tothe presentation relating to some of the categories of insurance contract reserves. Accordingly, someinsurance contract reserves that, in the fiscal year 2017, were presented as “Outstanding Claims” are to
be included in “Underwriting Reserves, etc.” (in fiscal year 2017, 19,738 million yen; in fiscal year
2018, 19,481 million yen).
Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 366,231 million yen, and deferred capital gain
for tax purpose is 18,607 million yen.
2. Shares and investment in non-consolidated subsidiaries and affiliates are 322,976 million yen and
33,364 million yen, respectively.
3. The total amount of loans to borrowers in bankruptcy, past due loans, loans past due for threemonths or more, and restructured loans is 17,960 million yen. The breakdown is set forth below.
(1) The amount of loans to borrowers in bankruptcy is zero.
Loans that are past due for a certain period, or for which substantial doubt is otherwise considered toexist as to the ultimate collectability either of principal or interest, are generally placed on non-accrual
status ("Non-accrual status loans"; however, any part of bad debt written-off is excluded.). Loans toborrowers in bankruptcy represent non-accrual status loans that fall within the definitions provided in
Article 96, paragraph 1, subparagraph 3 (a) to (e) (maximum amount transferable to allowance for
doubtful accounts) and subparagraph 4 of the Enforcement Ordinance of the Corporation Tax Law
69

(Ordinance No. 97, 1965).
(2) The amount of past due loans is 17,945 million yen.
Past due loans are non-accrual status loans, other than those to borrowers in bankruptcy, and those on
which interest payments are deferred in order to assist business restructuring of the borrowers.
(3) The amount of loans past due for three months or more is 11 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 from the date following the due date. Loans classified
as loans to borrowers in bankruptcy and past due loans are excluded from this category.
(4) The amount of restructured loans is 4 million yen.
Restructured loans are loans on which concessions (e.g., reduction of the stated interest rate, deferralof interest payment, extension of the maturity date, forgiveness of debt) are granted to borrowers infinancial difficulties to assist them in their corporate restructuring by improving their ability to repay
creditors. Restructured loans do not include loans classified as loans to borrowers in bankruptcy, past
due loans or loans past due for three months or more.
4. The value of assets pledged as collateral totals 42,170 million yen in savings deposits, 20,089
million yen in monetary receivables bought, 302,309 million yen in securities and 13,345 million
yen in loans.
Collateralized debt obligations are held to the value of 149,562 million yen in outstanding claims,
112,346 million yen in underwriting reserve and 58,682 million yen in other debts (including
foreign reinsurance related debts, etc.).
5. Of securities, etc., received in connection with cash-secured lending transactions and others, thosewith the right to dispose by sale or rehypothecation have a fair value of 10,165 million yen and arewholly held by the Company.
6. Securities include securities lent under loan agreements of 454,385 million yen.
7. The outstanding balance of undrawn committed loans is as follows.
(Yen in millions)
Total loan commitments
530,988
Balance of drawn committed loans
383,059
Undrawn loan commitments
147,929
8. The amount of both assets and liabilities for special account as prescribed in Article 118 of the
Insurance Business Act totals 141,276 million yen.
9. Tokio Marine & Nichido guarantees the liabilities of its subsidiary. The balance of the guarantee asof March 31, 2019 is as follows:

Tokio Marine Compaňía de Seguros, S.A. de C.V.

70

(Yen in millions)
17,592

Total

17,592

10. Subordinated borrowings with the rider providing that they are repayable only after other debts,
100,000 million yen, are included in other liabilities.
Notes to consolidated statement of income
1. Major components of business expenses(Yen in millions)
Agency commissions, etc.
577,592
Salaries
311,321
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. The amount of other extraordinary gains is 431 million yen in gains on liquidation of subsidiaries
and affiliates, 202 million yen in gains on reversal of lease asset impairment account, and 83 million
yen in gains on business transfers of subsidiaries and affiliates.
3. Impairment losses are recorded as follows.
Use

Type

Location
Land

Real estate,etc. forbusiness use(Generalbusiness(Nursingcarebusiness))
Real estate,etc. forbusiness use(Generalbusiness(Others)）
Unused realestate andreal estate tobe sold

Total

Land andbuildings
etc.

3 pieces ofproperty
including abuilding in
Setagaya-ku,
Tokyo

Buildings
and otherintangible
fixed assets

Properties
including
fixtures attached
to buildings in
Yokohama-shi,
Kanagawa
4 pieces ofproperty
including a
training facility
in Inzai-shi,
Chiba-prefecture-

Land andbuildings-

Impairment Loss (Yen in millions)
Building
Other
Total
12
8
46
25

-

19

1,656

1,675

419

1,106

-

1,526

445

1,138

1,664

3,248

Real estate, etc., for business use that is provided for use in the insurance business, etc. is treated as
one asset group for each consolidated company. The leasing use real estate, etc., unused real estate,etc., and the real state to be sold, and the real estate, etc. for business use provided for use in thegeneral business (nursing care business) are grouped by individual property based on main use.
Regarding real estate, etc. for business use provided for use in general business (nursing care business),since the total amount of future cash flows is lower than the amount of the fixed asset book value, the71book value amount was reduced to the amount of the recoverable value and the amount of said
reduction is recorded as an impairment loss under the category of extraordinary loss. The amount of
the recoverable value of said assets is calculated by discounting future cash flows by 6.0%.
Also, regarding the other intangible fixed assets, etc. that arise by business purchases, and are included
in real estate, etc. provided for use in general business (others) – as a result of re-evaluation of future
cash flows based on the fact that sales are less than planned, since the future cash flows initiallyanticipated can no longer be expected, the book value amount was reduced to the amount of therecoverable value and the amount of said reduction is recorded as an impairment loss under the
category of extraordinary loss. The amount of the recoverable value of said assets is measured basedon value in use and calculated by discounting future cash flows by 7.0%.
For real estate not in use and real estate to be sold, due mainly to declines in real estate prices, thebook value amount was reduced to the amount of the recoverable value and the amount of said
reduction is recorded as an impairment loss under the category of extraordinary loss. The amount of
the recoverable value of said assets is the amount of the net selling price. The amount of the net selling
price is the appraisal value amount, etc. provided by a real estate appraiser, less the amount of theestimated costs of disposal.
Notes to consolidated statement of changes in shareholders' equity
1. Class and number of issued shares and treasury shares
Number ofshares as of April
1, 2018

Increase during
fiscal year 2018

Decrease during
fiscal year 2018

(Thousand shares)
Number ofshares as ofMarch 31,2019

Issued shares
Common share
Total
Treasury share

748,024
748,024-

38,02438,024710,000
710,000

Common share
Total

22,591
22,591

19,135
19,13538,28338,283

3,443
3,443

Notes: 1. The decrease of 38,024 thousand issued shares is attributable to cancellation of treasury
shares.
2. The increase of 19,135 thousand treasury shares of common share is primarily
attributable to a purchase of 19,039 thousand treasury shares by the resolution of boardof directors’ meetings.
3. The decrease of 38,283 thousand treasury shares of common share is primarily
attributable to a cancellation of treasury shares that decreased treasury shares by 38,024
thousand.
2. Share acquisition rights (including those owned by the Company)
Category

Nature of share acquisition rights

Amount as of March 31, 2019
(Yen in millions)

The Company(parent company)

Share acquisition rights as shareoptions

2,479

72

3. Dividends(1) Amount of dividends(Resolution)

Ordinary general
meeting ofshareholders heldon June 25, 2018
Meeting of theboard of directors
held on November
19, 2018

Class ofshare

Total amountof dividends
paid(Yen inmillions)

Amount ofdividends per
share
(Yen)

Record dateCommonshare

58,03480.00

March 31,2018

June 26,
2018

Commonshare

114,601

160.00

September
30, 2018

December11, 2018

Effective
date

Note: Regarding the resolution to pay dividends that was adopted at the board of directors meeting
held on November 19, 2018, the dividend amount per share consists of 90 yen in ordinary dividends
and 70 yen as a one-time dividend for capital level adjustment. The one-time dividend for capital leveladjustment is pursuant to shareholder return of around 100 billion yen with the aim of implementing
flexible capital policy; and, of this amount, a dividend of 50.1 billion yen was made as a one-time
dividend for capital level adjustment (at 70 yen per share). Separately, the Company has carried out 50
billion yen (upper limit) in purchases of treasury shares.
(2) Dividends of which the record date falls within fiscal year 2018, and of which the effective datefalls on or after April 1, 2019.
The Company intends to obtain approval for the following dividend payment at the 17th Ordinary
General Meeting of Shareholders to be held on June 24, 2019.
Total
amount ofAmount ofClass ofdividends
Source ofdividends
RecordEffective(Resolution)
share
paid
dividends
per sharedate
date(Yen in(Yen)millions)
Ordinary general
CommonRetained
March 31, June 25,
meeting of
63,59090.00
shareearnings
2019
2019
shareholders to beheld on June 24, 2019
Information on financial instruments
1. Qualitative information on financial instruments
The Group's core operation is its insurance business and it generally makes investments based on cash
inflows mainly arising from insurance premiums. Therefore, the Group is working toward long-termand stable profit and effective liquidity maintenance through appropriate Asset Liability Management(“ALM”) based risk control that takes into consideration the characteristics of insurance products.
Specifically, the Group is controlling interest rate risk to which insurance liabilities are exposed and ismanaging credit risk through investing mostly in bonds with high credit ratings. In addition, the Group73

aims to secure mid-to-long-term profit by diversifying risk, investing both within and outside Japan,
and using varied investment techniques, including investing in foreign securities. With regard to held
assets, the Group is utilizing foreign exchange forwards and other derivative transactions in order tomitigate risk.
In order to take measures against risks involved in these asset management activities, in major
consolidated subsidiaries, the risk management department, which is independent of trading
departments, quantitatively and qualitatively controls risk in order to deal with market risk and credit
risk etc. pertaining to financial instruments.
Through these approaches, the Group aims to increase investment income in order to maximize net
asset value in the mid-to-long-term, and maintain financial soundness.
2. Fair value, etc. of financial instruments
The table below shows the carrying amount shown on the balance sheet, the fair value, and difference
between these figures as these pertain to financial instruments as of March 31, 2019. Note that equity
shares in non-consolidated subsidiaries, etc. for which it is extremely difficult to determine the fairvalue are not included in the table (See Note 2).
(Yen in millions)(1)

Cash and bank deposits(2)

Receivables under resaleagreements
Receivables under security
borrowing transactions
Monetary receivables bought
Money trusts
Securities
Trading securities
Bonds held to maturity
Bonds earmarked forunderwriting reserves
Other securities

(3)
(4)
(5)
(6)

(7)

Loans
Allowance for doubtful
accounts (*1)

Carrying amountshown on balance
sheet
851,657

Fair value

Difference

851,708

51

999

999

-

9,084

9,084

-

1,468,952
2,156

1,468,952
2,156-

373,0444,674,069

373,0445,562,441

888,372

337,030

397,151

20,12010,615,751

10,615,751-

807,413858

809,399[2,845]806,554(8)(9)

Corporate bonds (*2)
[57,514][56,559][(955)]
Payables under security[197,623][197,623]
lending transactions (*2)(10) Derivative assets and24,61024,610liabilities (*3)(*1) The general and individual allowances for doubtful accounts that are earmarked for loans are
deducted from the carrying amount.
(*2) Figures presented in parentheses [] are liabilities.
(*3) Net assets and net liabilities arising from derivative transactions (insofar as such transactions arerecorded in other assets and other liabilities) are presented as a net amount.
74

Notes: 1. Valuation method for financial instruments
With regard to (1) Cash and bank deposits (excluding those defined as securities in"Accounting Standard for Financial Instruments" (ASBJ Statement No. 10, March 10, 2008)),(2) Receivables under resale agreements, and (3) Receivables under security borrowing
transactions, the book value is deemed as the fair value in principle since it is scheduled to besettled in a short period of time and the book value approximates the fair value.
Regarding (4) Monetary receivables bought, (5) Money trusts and (6) Securities (including
those in (1) Cash and bank deposits that are defined to be securities in "Accounting Standard
for Financial Instruments") with quoted market price, the quoted closing price is used forlisted shares and the price of the over-the-counter transactions is used for bonds. For
securities with no quoted market price, the net present value of the estimated future cash
flows is applied as the fair value.
With regard to floating rate loans in (7) Loans, the book value is deemed as the fair value
unless the borrower's credit standing has materially changed since the execution of the loan
because interest rate changes will be timely reflected in the future cash flows and the bookvalue approximates the fair value. For fixed rate loans, the fair value is measured as the netpresent value of estimated future cash flows. For loans where borrowers are insolvent or inbankruptcy proceedings, the estimated uncollectible debts are deducted from the carrying
amount to get the fair value.
With regard to (8) Corporate bonds, the price of the over-the-counter transactions is the fairvalue.
With regard to (9) Payables under security lending transactions, the book value is deemed as
the fair value because it is scheduled to be settled in a short period of time and the bookvalue approximates the fair value.
With regard to (10) Derivative assets and liabilities with quoted market price, the quoted
closing price is used as the fair value. For derivative assets and liabilities with no quoted
market price, the net present value of the estimated future cash flows or the calculated pricebased on an option pricing model is applied as the fair value.
2. Equity shares in non-consolidated subsidiaries, unlisted shares and partnership investments
etc. (Carrying amount on the consolidated balance sheet: 459,104 million yen) are notincluded in (6) Securities because the fair value cannot be determined as they have no quoted
market price and the future cash flow cannot be estimated.
Policy loans (Carrying amount on the consolidated balance sheet: 122,767 million yen) are
not included in (7) Loans because future cash flows cannot be estimated since it is arranged
under insurance policy and the amount is limited within repayment fund for cancellation withno contractual maturity.

Information on leasing etc. of real estate
1. Some of the consolidated subsidiaries hold office buildings and land mainly in Tokyo, Osaka andNagoya, some of which are leased out.
75

2. Fair value of investment property(Yen in millions)
Carrying amount shown on balance
sheet as of March 31, 2019

Fair value as of March 31, 201958,417

144,804

Notes: 1. Carrying amount is the amount obtained by deduction of the accumulated depreciation andthe accumulated impairment losses from the acquisition cost.
2. Fair value as of March 31, 2019 is primarily based on appraisals by qualified external
valuers.

Per share information

Net assets per share

5,058.66 yen

Net income per share

383.01 yen

Other notes
1. Matters relating to business combination by acquisition
The Company, through its subsidiary Tokio Marine & Nichido Fire Insurance Co., Ltd. ("Tokio
Marine & Nichido"), acquired 98.6% of the outstanding shares of Thai property and casualty insurancecompany, Safety Insurance Public Company Limited ("Safety Co.")(1) Overview of business combinationa. Name of acquired company
Safety Insurance Public Company Limitedb. Description of business
Property and casualty insurance businessc. Main reasons for business combination
By this acquisition, the Tokio Marine Group will become the industry’s third largest property andcasualty insurance group in Thailand, which is the largest insurance market in Southeast Asia. The
purpose is to expand operations in the Thai property and casualty insurance market where many
Japanese enterprises have made inroads and steady growth is expected in the future; and to expand thescale and earnings of the Tokio Marine Group’s international insurance business in emerging markets.
d. Date of business combination
August 31, 2018
e. Legal form of business combination
Acquisition of shares for cash consideration
f. Name of company post-combination
Safety Insurance Public Company Limited76

g. Ratio of voting rights acquired
98.6%
h. Main grounds for decision as to the acquiring enterprise
As Tokio Marine & Nichido acquired 98.6% of Safety Co.’s voting rights and came to control thecompany, it is decided that Tokio Marine & Nichido is the acquiring enterprise.
(2) Period of earnings for acquired company included in Consolidated Statement of Income
The fiscal year closing date of the acquired company is December 31. Since, in relation to the closing
date for the consolidated statements, the difference is not more than three months, its financial
statements as of that date are used in preparing the consolidated financial statements. Since, as deemed
for this business combination, the acquisition date is September 30, 2018, the Consolidated Statementof Income includes the business results of the acquired company from October 1, 2018 to December
31, 2018.
(3) Acquisition cost of acquired company and breakdown by consideration type
Acquisition price cash
42,747 million yen
Acquisition cost
42,747 million yen(4) Description and amount of main acquisition-related costs
Advisory fees, etc.
429 million yen(5) Amount of goodwill accrued, reason for accrual, amortization method, and amortization perioda. Amount of goodwill accrued
24,088 million yen
b. Reason for accrual
Since the investment amount (reflecting future earnings expected as at the time of purchase) exceeds
the net amount of the acquired assets and liabilities assumed, the difference is recognized as goodwill.
c. Amortization method and amortization period for goodwill
Amortization over 10 years using the straight-line method.
(6) Assets acquired and liabilities assumed on date of business combination and main breakdown of
these
Total assets
43,552 million yen(incl. cash and deposits
9,529 million yen)(incl. securities
14,714 million yen)
Total liabilities(incl. insurance contract reserves

23,863 million yen
16,313 million yen)

(7) The estimated amount and method of calculating the impact on the Consolidated Statement of
Income for fiscal year 2018 assuming that the business combination was completed on the start date offiscal year 2018
Ordinary income
Ordinary profit
Net profit attributable to owners of the parent

14,918 million yen(3,355 million yen)
(2,983 million yen)77

(Method of calculation of the estimated amount)
The estimated amount is the difference in amount as between the ordinary income, ordinary profit, andnet income attributable to owners of the parent, calculated on the assumption that the businesscombination was completed on the start date of fiscal year 2018 and the ordinary income, ordinary
profit, and net income attributable to owners of the parent as set forth in the Consolidated Statement of
Income. Also, the goodwill recognized at the time of the business combination is calculated as having
accrued on the start date of fiscal year 2018 and the amortization amount thereof is calculated, and isincluded in the estimated amount.
The said impact amount has not received audit certification.
2. Matters relating to business demerger
The Company sold all shares in the reinsurance companies Tokio Millennium Re AG ("TMR") andTokio Millennium Re (UK) Limited (hereinafter, "TMR/TMR(UK)"), 100% voting rights of whichwere held by its subsidiary Tokio Marine & Nichido to RenaissanceRe Holdings Ltd.
(1) Overview of business demerger
a. Name of transferee company
RenaissanceRe Holdings Ltd
b. Description of divested business
Tokio Millennium Re AG and Tokio Millennium Re (UK) Limited., which specialize in thereinsurance business, and subsidiaries thereof.
c. Main reasons for business demerger
Tokio Marine Group established TMR in 2000 as a subsidiary to write overseas reinsurance risks.
Since that time, TMR/TMR(UK) have contributed to Group profits and more recently have broadened
the classes of business written into non-catastrophe exposed classes of business. However, the global
reinsurance market has recently undergone various changes such as continuing soft market
environment driven by increasing competition over premium and by steady inflow of capital fromoutside the reinsurance industry, which has been causing impact on the return earned from the business.
From 2007 onwards, through the acquisitions of overseas insurance companies, the Tokio Marine
Group has created a diversified global portfolio focusing primarily on specialty insurance classes ofbusiness. As a result of this, the contribution of reinsurance business in profit terms to our international
operations has decreased significantly.
In these circumstances, through the sale of the reinsurance specialist businesses TMR/TMR(UK), theGroup intends to mainly focus on business development of the primary insurance business indeveloped countries and emerging markets, and strategic re-evaluation of the Group’s portfolio
ensuring that it is adapted to the global business environment and the Company’s insurance businessstrategy.
d. Date of business demerger
March 22, 2019e. Overview of transaction, including legal form
Transfer of shares for cash and shares of transferee company(2) Overview of accounting treatment implemented
a. Amount of gain/loss on transfer
Loss on sale of shares of affiliates
22,504 million yen
78b. Appropriate book value of assets and liabilities of transferred business and breakdown of the mainelements of these
Total assets
550,726 million yen(incl. securities
247,615 million yen)(incl. other assets
180,990 million yen)
Total liabilities
428,681 million yen(incl. insurance contract reserves
326,876 million yen)c. Accounting treatment
The difference between the amount of the book value in the consolidated financial statements and thesale amount of TMR/TMR(UK) and their subsidiaries is recorded as a loss on sales of affiliatedcompany stocks under the category of extraordinary loss.
(3) Reporting segment in which the divested business was included
International insurance business(4) Estimate of gains/losses related to the demerged business recorded in the Consolidated Statementof Income for the fiscal year 2018
Ordinary income
141,709 million yen
Ordinary profit
14,409 million yen

79

Non-consolidated Balance Sheet as of March 31, 2019
(Yen in millions)
As of March 31, 2019
AssetsCurrent assets:
Cash and bank deposits
Prepaid expenses
Accounts receivable
OthersTotal current assets
Fixed assets:
Tangible fixed assets
Buildings
Motor vehicles and transport equipment
Office equipment
Total tangible fixed assets
Intangible fixed assets
Telephone right
Total intangible fixed assets
Investments and other assets
Investments in subsidiaries and affiliates
OthersTotal investments and other assets
Total fixed assets
Total assets
Liabilities
Current liabilities:
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office taxes
Accrued consumption taxes
Deposits received
Provision for employees' bonus
Total current liabilities
Fixed liabilities:
Reserve for retirement benefit
Total fixed liabilities
Total liabilities
Net assets
Shareholders' equity:
Share capital
Capital surplus
Additional paid-in capital
Total capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Total retained earnings
Treasury shares
Total shareholders' equity
Share acquisition rights
Total net assets
Total liabilities and net assets

80

10,97420
58,633
13
69,642

142
71
43
257
0
0
2,335,874
3,290
2,339,165
2,339,424
2,409,066

2,685
1,215
558
14
332
10
542
5,359
337
337
5,696

150,000
1,511,485
1,511,485
757,703332,275
425,428
757,703(18,299)
2,400,889
2,479
2,403,369
2,409,066

Non-consolidated Statement of Income for fiscal year 2018
(Yen in millions)Year ended March 31, 2019
(April 1, 2018 to March 31, 2019)
Operating income:
Dividends received from subsidiaries and affiliates

280,386

Fees received from subsidiaries and affiliates

19,450Total operating income

299,837

Operating expenses:
Operating and general administrative expenses

17,572

Total operating expenses

17,572282,264

Operating profit
Non-operating income:Interest income

0Gains on forfeiture of unclaimed dividends

46

Office work fee

17

Other non-operating income

33

Total non-operating income

97

Non-operating expenses:
Transaction fee for repurchase of treasury shares

34

Miscellaneous expenses

360

Total non-operating expenses

395
281,967

Ordinary profit
Extraordinary gains:
Gains on sales of fixed assets

0

Total extraordinary gains

0Extraordinary losses:
Impairment losses on investment of subsidiaries andaffiliates
Losses on sales of fixed assets
Losses on disposal of fixed assets

2,947
0
2

Total extraordinary losses

2,949

Income before income taxes

279,017

Income taxes-current

643

Total income taxes

643
278,374

Net income81Non-consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2018 (April 1, 2018 to March 31, 2019)(Yen in millions)Shareholders' equity
Retained earnings

Capital surplus

Other retained earnings
Share capital

Additional
paid-in capital

Retained

OthersTreasurysharesGeneral reserve earnings carried

Totalshareholders'equityforward

Beginning balance

150,000

1,511,485-

332,275

517,315(114,446)

2,396,629

Changes during the year
Dividends(172,636)(172,636)

Net income

278,374

278,374

Purchase of treasury shares(102,318)(102,318)

(475)

1,316

841

Retirement of treasury shares(197,149)

197,149-

Transfer from retained earnings tocapital surplus

197,624

Disposal of treasury shares(197,624)-

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance

-

-

-

-

(91,887)(96,147)4,260

150,000

1,511,485-

332,275

425,428(18,299)

2,400,889

ShareacquisitionrightsBeginning balance

2,552

Total net
assets2,399,182

Changes during the year
Dividends(172,636)

Net income

278,374

Purchase of treasury shares(102,318)

Disposal of treasury shares

841

Retirement of treasury shares-

Transfer from retained earnings tocapital surplus-

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance

(72)

(72)

(72)

4,187

2,479

2,403,369

82

Notes to Non-consolidated Financial Statements
Significant accounting policies
1. Valuation of securities
Investments in subsidiaries are stated at cost determined by the moving-average method.
2. Depreciation for fixed assets
Depreciation of tangible fixed assets is computed using the straight-line method.
The principal useful lives are as follows:
Fixtures attached to buildings

8 to 18 years

Equipment and furniture

3 to 15 years

3. Reserve(1) To provide for payment of bonus to employees, the Company maintains a reserve for
employees’ bonus based on the expected amount to be paid.
(2) To provide for employees’ retirement benefit payment, the Company maintains a reserve for
employee's retirement benefits equal to the amount deemed to have incurred as of the end of
fiscal year 2018.
4. Consumption taxes

Consumption taxes and local consumption taxes are accounted for by the tax-excluded method.
Notes to the non-consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets:

364 million yen

2. Monetary claims against and debts owed to affiliates:
Short-term monetary claims receivable

1,895 million yen
454 million yen

Short-term debts payable

Notes to the non-consolidated statement of income
Transactions with affiliates:
Operating transactions
Operating income

299,837 million yen

Operating expenses

2,032 million yen

Transactions other than operating transactions

83

49 million yen

Notes to the statement of changes in shareholders' equity
Class and number of treasury shares held by the Company as of March 31, 2019:
Common share
3,443,216 shares

Deferred tax accounting
Major components of deferred tax assets:
Deferred tax assets
Impairment losses on investment in subsidiaries and affiliates

42,434 million yen

Others1,488 million yen

Subtotal

43,922 million yen

Valuation allowance(43,922) million yen

Total deferred tax assets- million yen

Net deferred tax assets- million yen

Per share information
Net assets per share

3,398.01 yen

Net income per share

388.30 yen

84Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
May 16, 2019
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Susumu Arakawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Takashi Idesawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Yuko Harada, CPA
Designated Limited Liability Partner
and Engagement Partner
We have audited, in accordance with Article 444, paragraph 4 of the Companies Act of Japan,
the consolidated financial statements of Tokio Marine Holdings, Inc. (the "Company") for the
fiscal year that began on April 1, 2018 and ended on March 31, 2019. These financial statements
consist of a consolidated balance sheet, a consolidated statement of income, a consolidated
statement of changes in shareholders' equity and notes to consolidated financial statements.
Management's responsibility for the financial statements:
It is the Management’s responsibility to prepare consolidated financial statements based on
accounting principles generally accepted in Japan and to present these statements appropriately.
This includes establishing and implementing internal control systems that Management deems
necessary to prepare and present the consolidated financial statements without material
misstatement resulting from fraud or error.
Auditor's responsibility:
It is our responsibility to express an opinion on the consolidated financial statements based on
our audit as an independent auditor. We conducted our audit in accordance with auditing
standards generally accepted in Japan. Those standards require that, in order to obtainreasonable assurance about whether the consolidated financial statements are free of material
misstatement, we formulate an audit plan and conduct an audit in accordance therewith.
An audit includes procedures to obtain audit evidence in relation to the amounts and disclosuresin the consolidated financial statements. We select and apply audit procedures based on our
judgment and in accordance with a risk evaluation for material misstatement in the consolidated
financial statements resulting from fraud or error. Although the purpose of our audit is not to
express an opinion on the effectiveness of internal control systems, when conducting the risk
evaluation to determine the proper audit procedures we do review the internal control systems
for the preparation and appropriate presentation of the consolidated financial statements. An
audit includes assessing the accounting principles used by management, including how they areapplied, and the estimates made by management, as well as examining the overall presentationof the consolidated financial statements. We believe that our audit provides a sufficient andappropriate basis for our opinion.
85

Audit opinion:
In our opinion, the foregoing consolidated financial statements present fairly, in all material
respects, the financial position and the results of operations of the Company and its consolidated
subsidiaries for the period covered by the aforementioned financial statements in conformity
with accounting principles generally accepted in Japan.
Conflict of interest:
Our firm and engagement partners do not have any interest in the Company that is required tobe disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

86Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
May 16, 2019
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Susumu Arakawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Takashi Idesawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Yuko Harada, CPA
Designated Limited Liability Partner
and Engagement Partner
We have audited, in accordance with Article 436, paragraph 2, item 1 of the Companies Act ofJapan, the non-consolidated financial statements of Tokio Marine Holdings, Inc. (the"Company") for its 17th fiscal year that began on April 1, 2018 and ended on March 31, 2019.
These financial statements consist of a non-consolidated balance sheet, a non-consolidated
statement of income, a non-consolidated statement of changes in shareholders' equity, notes tonon-consolidated financial statements, and supplementary schedules.
Management's responsibility for the financial statements:
It is the Management’s responsibility to prepare non-consolidated financial statements andsupplementary schedules based on accounting principles generally accepted in Japan and topresent these statements and supplemental schedules appropriately. This includes establishingand implementing internal control systems that Management deems necessary to prepare andpresent the non-consolidated financial statements and supplementary schedules without material
misstatement resulting from fraud or error.
Auditor's responsibility:
It is our responsibility to express an opinion on the non-consolidated financial statements andsupplementary schedules based on our audit as an independent auditor. We conducted our audit
in accordance with auditing standards generally accepted in Japan. Those standards require that,in order to obtain reasonable assurance about whether the non-consolidated financial statements
and supplementary schedules are free of material misstatement, we formulate an audit plan andconduct an audit in accordance therewith.
An audit includes procedures to obtain audit evidence in relation to the amounts and disclosuresin the non-consolidated financial statements and supplementary schedules. We select and apply
audit procedures based on our judgment and in accordance with a risk evaluation for material
misstatement in the non-consolidated financial statements and supplementary schedules
resulting from fraud or error. Although the purpose of our audit is not to express an opinion on
the effectiveness of internal control systems, when conducting the risk evaluation to determine
the proper audit procedures we do review the internal control systems for the preparation andappropriate presentation of the non-consolidated financial statements and supplementaryschedules. An audit includes assessing the accounting principles used by management, including87

how they are applied, and the estimates made by management, as well as examining the overall
presentation of the non-consolidated financial statements and supplementary schedules. We
believe that our audit provides a sufficient and appropriate basis for our opinion.
Audit opinion:
In our opinion, the foregoing non-consolidated financial statements and supplementaryschedules present fairly, in all material respects, the financial position and the results ofoperations of the Company for the period covered by the aforementioned financial statements
and supplementary schedules in conformity with accounting principles generally accepted inJapan.
Conflict of interest:
Our firm and engagement partners do not have any interest in the Company that is required tobe disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

88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 theperformance by the Company's directors of their duties during the fiscal year that began on
April 1, 2018 and ended on March 31, 2019 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 performance of the audits and the results thereof and the results
thereof. The Audit & Supervisory Board also received from each of the Company'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 standards, the auditing
policies and the auditing schedules set by the Audit & Supervisory Board, maintained goodcommunications with directors, 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 the methods described below.
(a) Each audit & supervisory board member attended meetings of the Board of Directors andother important meetings; received reports detailing the performance of their duties fromdirectors and other employees; asked for further explanations whenever necessary andinspected 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 good communications and facilitated
information sharing with directors, audit & supervisory board members, the internal audit
department and other employees of the subsidiaries and received reports regarding thebusiness activities of the subsidiaries whenever necessary.
(b) Pursuant to the auditing standards set by the Audit & Supervisory Board for audit of theinternal control system, each audit & supervisory board member examined the details of
the resolution of the meeting of the Board of Directors concerning (i) a governanceframework to ensure that the directors' performance of their duties are carried out in
conformity with the laws and the Articles of Incorporation; and (ii) any other governanceframework to ensure appropriate business operations of the company group comprised ofa joint stock company and its subsidiaries, as set forth in Article 100, paragraphs 1 and 3of the Enforcement Regulations of the Companies Act of Japan. Each audit & supervisoryboard 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 Aarata LLC reports
regarding the results of the assessment and audit of the internal control over financial
89

reporting and asked for further explanations whenever necessary.
(d) Each audit & supervisory board member monitored and examined the independent auditor
regarding whether it was maintaining its independence and appropriately performing
audits; received reports detailing the performance of its duties; and asked for further
explanations whenever necessary. Each audit & supervisory board member received anotice from the Company's independent auditor stating that "a framework to ensure thatindependent auditors' performance of duties are carried out properly" (consisting ofmatters 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, October 28, 2005) and addressing
other standards concerned, and asked for further 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 in shareholders' equity and notes thereto) for
fiscal year 2018.

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
the Company in accordance with applicable laws and regulations and the Articles ofIncorporation of the Company.
(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 ofIncorporation of the Company.
(c) We found the resolution of the meeting of the Board of Directors with respect to theinternal control system to be appropriate. In addition, we have nothing to report on the
directors' performance of their duties 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 supplementaryschedules thereto
We found the methodologies and the results of the audit conducted by the independent
auditors, PricewaterhouseCoopers Aarata 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 Aarata LLC, to be appropriate.

90

May 17, 2019
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.
Takashi Ito, Audit & Supervisory Board Member (full-time)
Shozo Mori, Audit & Supervisory Board Member (full-time)
Akinari Horii, Audit & Supervisory Board Member
Akihiro Wani, Audit & Supervisory Board Member
Nana Otsuki, Audit & Supervisory Board Member
Note: Mr. Akinari Horii, Mr. Akihiro Wani and Ms.Nana Otsuki are the outside audit &supervisory board members, fulfilling the position prescribed by Article 2, item 16 of
the Companies Act of Japan.

91