[English Translation]
TOKIO MARINE HOLDINGS, INC.
2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
Securities Code 8766
June 2, 2021
Notice of Convocation of
the 19th Ordinary General Meeting of Shareholders

To our shareholders:
Notice is hereby given of the 19th Ordinary General Meeting of Shareholders of Tokio Marine Holdings,
Inc. (“Tokio Marine Holdings” or the “Company”) which will be held as described below. As a result ofcareful consideration of the situation regarding the spread of COVID-19, we have decided to hold themeeting upon implementation of the appropriate measures to prevent infection.
Date and Time:
Venue:

Items to bereported:

Proposals to beacted upon:

Monday, June 28, 2021 at 10:00 a.m. (reception opens at 8:45 a.m.)
The AOI Ballroom, second floor, Palace Hotel Tokyo located at 1-1,
Marunouchi 1-chome, Chiyoda-ku, Tokyo
If it becomes difficult to use the above venue due to any changes in thesituation regarding COVID-19, the venue might be changed.
In that case, we will promptly inform you of the change of venue on our
website (https://www.tokiomarinehd.com/), and we ask you to checkour website before your visit on the day.
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 2020 (April 1, 2020 to March 31, 2021).
2. Non-consolidated financial statements for fiscal year 2020 (April 1,2020 to March 31, 2021).
Item 1. Appropriation of Surplus
Item 2. Election of 14 Directors
Item 3. Change in Remuneration, etc. for Directors

From the viewpoint of preventing the spread of COVID-19, we ask you to refrain from attending thevenue this year unless it is truly necessary, and to exercise your voting rights either via the Internet or bycompleting and returning the enclosed voting card. Please review the “Reference Materials regarding theGeneral Meeting of Shareholders” from pages 5 to 41 and exercise your voting rights by 5:00 p.m. on
Friday, June 25, 2021 (Japan Time).
Sincerely,
Satoru Komiya
President & Chief Executive Officer1

If any of the Reference Materials regarding the General Meeting of Shareholders, Business Report orconsolidated and non-consolidated financial statements need to be revised, the revisions 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 the Company, JPMorgan Chase
Bank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares
evidenced by American Depositary Receipts issued thereunder.)2

Information on Exercising Voting Rights
Notice to holders of American Depositary Receipts: Please note that the following
instructions are intended for registered holders of ordinary shares. Holders of American
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.
We ask you to exercise your voting rights by one of the following methods.
In order to prevent the spread of COVID-19, we ask you to refrain from attending the venue this year
unless it is truly necessary, and to exercise your voting rights either via the Internet or by mail. We
recommend the exercise of voting rights via the Internet.

Via Internet
Please access the website that has been designated by the Company as the website forexercising voting rights (https://evote.tr.mufg.jp/) and indicate your approval ordisapproval by 5:00 p.m. on Friday, June 25, 2021 (Japan Time).
The exercise of your voting rights via the Internet contributes to global environmental
sustainability.
We recommend the use of the Internet for the exercise of voting rights at the 19th
Ordinary General Meeting of Shareholders. By exercising voting rights via the Internet,
voting card postage costs can be reduced. We will donate the amount equivalent to thepostage costs to NGOs which plant mangroves.
The Company has been working on the Mangrove Planting Project since 1999 and has
planted more than 10,000 hectares in 9 countries so far. In 2019, we announced theMangrove-based Value Co-Creation 100-Year Declaration, which aims to create value by
providing solutions to issues such as preventing global warming, preserving biodiversity,and preventing and mitigating disasters, etc., through planting mangroves together withshareholders and other stakeholders.

Attending the Ordinary
General Meeting of
Shareholders

By MailPlease return the enclosed voting card
indicating your approval or disapproval sothat it is received by 5:00 p.m. on Friday,
June 25, 2021 (Japan Time).

Please refrain from attending themeeting this year unless it is truly
necessary.
If you do attend, please bring the enclosed
voting card to the reception desk on the
day of the meeting.

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)3

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

4

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 businessenvironment of the Company.
In accordance with the above policy, and considering various factors, the Company proposes to pay 100
yen per share of the Company as a year-end cash dividend. As 100 yen per share was paid as an interim
cash dividend (an ordinary dividend), the total amount of annual cash dividends (ordinary dividends)
will be 200 yen per share for fiscal year 2020. This is an increase of total annual cash dividends(ordinary dividends) of 10 yen per share from 190 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: 100 yen
Aggregate amount of cash dividends: 69,327,302,500 yen
2. Effective date of the distribution of dividends
June 29, 2021
Note: In addition to the ordinary dividends shown above, the Company has paid the following one-time
dividends for capital level adjustment:
Fiscal year 2018 interim

70 yen per share

Fiscal year 2019 interim

35 yen per share

Fiscal year 2020 interim

35 yen per share5

Item 2. Election of 14 Directors
The term of office of all 13 directors will expire at the close of this Meeting. For the next term, theCompany proposes the election of 14 directors, increasing the number of outside directors by 1, in orderto strengthen the function of the Board.
The candidates for directors are as follows:

No.

Name

Gender1

Tsuyoshi Nagano
For reappointment

Male

Chairman of the Board

2

Satoru Komiya
For reappointment

Male

President & Chief Executive Officer

Present position and responsibilities

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

3

Takayuki Yuasa
For reappointment

Male

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

4

Akira Harashima
For reappointment

Male

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

5

Kenji Okada
For reappointment

Male

Managing Director
Group CLCO (Group Chief Legal and Compliance
Officer)Group CRO (Group Chief Risk Officer)
In charge of Legal & Compliance Dept., Risk
Management Dept., and Internal Audit Dept.

6

7

Yoshinari Endo
For reappointment

Shinichi Hirose
For reappointment

Male

Managing Director

MaleGroup CIO (Group Chief Investment Officer)
In charge of Financial Planning Dept. and Corporate
Accounting Dept.
Director

6

8

Akio Mimura
For reappointment
Independent

Male

Outside Director

9Masako Egawa
For reappointment
Independent

FemaleOutside Director

10

Takashi Mitachi
For reappointment
Independent

Male

Outside Director

11

Nobuhiro Endo
For reappointment
Independent

Male

Outside Director

Shinya Katanozaka
For reappointment
Independent

Male

Outside Director

13

Emi Osono
For new appointment
Independent

Female-14

Yoichi Moriwaki
For new appointment

Male

Managing Executive Officer

12Group CSSO (Group Chief Strategy and Synergy
Officer)Group CSUO (Group Chief Sustainability Officer)
Note: The 6 people indicated ‘Independent’ in the above table are candidates for outside directors.

7

No.

1.

Name
(Date of birth)(Gender)

Brief personal history, position, responsibilities andmajor concurrent posts

Tsuyoshi Nagano April 1975 Joined Tokio Marine(November 9, 1952) June 2003 Executive Officer and General Manager of(Male)
Nagoya Production Dept. III, Tokai Division of
For Reappointment
Tokio Marine
Oct. 2004 Executive Officer and General Manager ofNagoya Production Dept. III of Tokio Marine &Nichido Fire Insurance Co., Ltd.（“Tokio
Marine & Nichido”）
June 2006 Managing Executive Officer of Tokio Marine &NichidoJune 2008 Managing Director of Tokio Marine & Nichido
June 2008 Director of Tokio Marine Holdings
June 2009 Resigned from position as Director of Tokio
Marine Holdings
June 2010 Senior Managing Director of Tokio Marine &NichidoJune 2011 Senior Managing Director of Tokio Marine
Holdings
June 2012 Executive Vice President of Tokio Marine &NichidoJune 2012 Executive Vice President of Tokio Marine
Holdings
June 2013 President & Chief Executive Officer of Tokio
Marine & Nichido
June 2013 President & Chief Executive Officer of Tokio
Marine Holdings
April 2016 Chairman of the Board of Tokio Marine &NichidoJune 2019 Resigned from position as Chairman of theBoard of Tokio Marine & Nichido
June 2019 Chairman of the Board of Tokio Marine
Holdings (to present)(Major concurrent posts)
Director (Outside Director) of Seiko Holdings Corporation

Number oftheCompany’s
shares held
28,800 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and in8

supervising 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. This includes his
engagement with respect to domestic and overseas insurance underwriting, his work in corporate
planning and product planning and his terms in office as President & Chief Executive Officer andChairman of the Board of Tokio Marine & Nichido and the Company.
Notes: In page 32, notes related to Mr. Tsuyoshi Nagano are provided as "Notes common to multiple candidates."

9

No.

2.

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

Brief personal history, position, responsibilities andmajor concurrent posts
April 1983 Joined Tokio Marine
June 2012 Member of the Board, Managing Director andExecutive Officer of Nisshin Fire & Marine
Insurance Co., Ltd. (“Nisshin Fire & Marine”)
March 2015 Resigned from positions as Member of theBoard, Managing Director and Executive
Officer of Nisshin 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 &NichidoJune 2018 Senior Managing Director of Tokio Marine
Holdings
June 2019 Chairman of the Board of Tokio Marine &Nichido (to present)
June 2019 President & Chief Executive Officer of Tokio
Marine Holdings (to present)(Responsibilities)
Group CEO (Group Chief Executive Officer)
Group CCO (Group Chief Culture Officer)(Major concurrent posts)
Chairman of the Board of Tokio Marine & Nichido

Number oftheCompany’s
shares held
14,500 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Satoru Komiya as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising 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. This includes his
engagement with respect to domestic insurance underwriting, human resources, sales planning, andmanagement of the group companies, his terms in office as head of international insurance businessas Executive Officer of the Company, and his current leadership role in the management of theGroup as a whole, as Group CEO.
Notes: In page 32, notes related to Mr. Satoru Komiya are provided as "Notes common to multiple
candidates."

10

No.

3.

Name
(Date of birth)(Gender)
Takayuki Yuasa(May 5, 1958)(Male)For Reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April 1981 Joined Tokio Marine
June 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
June 2015 Managing Director of Tokio Marine & Nichido
June 2015 Managing Director of Tokio Marine Holdings
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)

Number oftheCompany’s
shares held
15,500 shares(Responsibilities)
Group CFO (Group Chief Financial Officer)
In charge of Corporate Planning Dept.
(Major concurrent posts)
Executive Vice President of Tokio Marine & Nichido(Reason for nomination of candidate for director)
The reason for proposing Mr. Takayuki Yuasa as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising 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. This includes his
engagement with respect to corporate planning, finance, accounting, and the domestic life and nonlife 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 as head of capital strategyof the Group as Executive Vice President of the Company.
Notes: In page 32, notes related to Mr. Takayuki Yuasa are provided as "Notes common to multiple candidates."

11

No.

4.

Name
(Date of birth)(Gender)
Akira Harashima(November 19, 1960)(Male)For Reappointment

Brief personal history, position, responsibilities
and major concurrent posts
April
April

1984 Joined Tokio Marine
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
Officer of Tokio Marine Holdings
June 2019 Senior Managing Director of Tokio
Marine & Nichido (to present)
June 2019 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 except TMHCC and Pure)*“TMHCC” and “Pure,” headquartered in the
United States, are subsidiary companies of theCompany.
(Major concurrent posts)
Senior Managing Director of Tokio Marine &NichidoNumber oftheCompany’s
shares held
8,500 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Akira Harashima as a candidate for director is that he isexpected to fulfill his role adequately in deciding important matters regarding businessexecution and in supervising the execution of duties by other directors as a member of theBoard, based on his wealth of experience and results he has achieved since joining Tokio
Marine. This includes his engagement with respect to international insurance business andcorporate planning business, his term in office as Executive Officer of the Company incharge of international insurance business in the Americas, Asia and elsewhere, and his
current role as head of international insurance business as Senior Managing Director of theCompany.
Notes: In page 32, notes related to Mr. Akira Harashima are provided as "Notes common to multiple candidates."

12

No.
5.

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

Brief personal history, position, responsibilities andmajor concurrent posts
April 1986 Joined Tokio Marine
April 2018 Executive Officer and General
Manager of Internal Audit Dept. of
Tokio Marine Holdings
April 2019 Managing Executive Officer of
Tokio Marine Holdings
April 2019 Managing Executive Officer of
Tokio Marine & Nichido
June 2019 Managing Director of Tokio Marine& Nichido (to present)
June 2019 Managing Director of Tokio Marine
Holdings (to present)(Responsibilities)
Group CLCO (Group Chief Legal andCompliance Officer)
Group CRO (Group Chief Risk Officer)
In charge of Legal & Compliance Dept., Risk
Management Dept., and Internal Audit Dept.
(Major concurrent posts)
Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
11,300 shares(Reason for nomination of 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 and insupervising 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. This includes his
engagement with respect to financial planning, corporate planning business, and international
insurance business, and his current role as head of legal & compliance and risk management of theGroup as Managing Director of the Company.
Notes: In page 32, notes related to Mr. Kenji Okada are provided as "Notes common to multiple candidates."

13

No.

6.

Name
(Date of birth)(Gender)
Yoshinari Endo
(July 30, 1963)(Male)For reappointment

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

1987
2017

Joined Tokio Marine
Managing Director of Tokio Marine& Nichido Life
March 2018 Resigned from position as Managing
Director of Tokio Marine & Nichido
Life
April
2018 Executive Officer and General
Manager of Financial Planning Dept.
of Tokio Marine Holdings
April2018 Executive Officer and General
Manager of Financial Planning Dept.
of Tokio Marine & Nichido
April2020 Managing Executive Officer of Tokio
Marine Holdings
April2020 Managing Executive Officer of Tokio
Marine & NichidoJune2020 Managing Director of Tokio Marine& Nichido (to present)June2020 Managing Director of Tokio Marine
Holdings (to present)(Responsibilities)
Group CIO (Group Chief Investment Officer)
In charge of Financial Planning Dept. andCorporate Accounting Dept.
(Major concurrent posts)
Managing Director of Tokio Marine & Nichido

Number oftheCompany’s
shares held
8,500 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Yoshinari Endo as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising 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. This includes his
engagement with respect to accounting, domestic life insurance businesses, and his current roleas head of investment management of the Group as Managing Director of the Company.
Notes: In page 32, notes related to Mr. Yoshinari Endo are provided as "Notes common to multiple
candidates."

14

No.
7.

Name
(Date of birth)(Gender)
Shinichi Hirose(December 7, 1959)(Male)For Reappointment

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

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(to present)June2019 Director of Tokio Marine Holdings(to present)(Major concurrent posts)
President & Chief Executive Officer of Tokio
Marine & Nichido

Number of theCompany’s
shares held
20,575 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Shinichi Hirose as a candidate for director is that he isexpected to fulfill his role adequately in deciding important matters regarding businessexecution and in supervising the execution of duties by other directors as a member of theBoard, based on his wealth of experience and results he has achieved since joining Tokio
Marine. This includes his engagement with respect to product planning, sales planning, anddomestic life and non-life insurance businesses, his terms in office as President & Chief
Executive Officer of Tokio Marine & Nichido Life, and as Executive Officer of theCompany in charge of international insurance business, and his current leadership role inthe management of Tokio Marine & Nichido as President & Chief Executive Officer.
Notes: In page 32, notes related to Mr. Shinichi Hirose are provided as "Notes common to multiple
candidates."

15

No.

8.

Name
(Date of birth)(Gender)
Akio Mimura(November 2, 1940)(Male)For Reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April 1963
June 1993
April 1997
April 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 Corporation
June 2010 Director of Tokio Marine Holdings (outside
director, to present)
Oct. 2012 Director, Member of the Board and Senior
Advisor of Nippon Steel & Sumitomo Metal
Corporation
June 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
Steel Corporation (to present)(Major concurrent 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 Nisshin Seifun Group Inc. (outside director)
Chairman of The Japan Chamber of Commerce andIndustry
Chairman of The Tokyo Chamber of Commerce andIndustry

Number oftheCompany’s
shares held
7,300 shares(Summary of roles he is expected to perform as outside director and reason for nomination of candidatefor outside director)
Mr. Akio Mimura is a candidate for outside director. As an outside director, he is expected to make16

recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing him as a candidate is that he has properly fulfilled
this expected role based on his insight as a specialist in business management acquired throughmany years of experience in a management role since he was appointed as a director of theCompany.
(Independence)
1. Mr. Akio Mimura satisfies the requirements for “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 35 of these reference materials.
3. His tenure as an outside director will be 11 years at the conclusion of this Ordinary General
Meeting of Shareholders. Since his appointment as a director, he has consistently fulfilled hisrole from an independent standpoint. In addition, his long tenure as an outside director
contributes to ensuring diversity in relation to the tenure of other outside directors at the Boardof Director of the Company.
4. He concurrently serves as Senior Advisor, Honorary Chairman of Nippon Steel Corporation, whichholds shares of the Company, and Tokio Marine & Nichido, a subsidiary of the Company, holds
shares of Nippon Steel Corporation. However, the ratio of each of these shares to the total
number of issued shares is less than 1%.
5. 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, thesetransactions constitute less than 1% of its consolidated net sales and the Company’s consolidated
ordinary income (which corresponds to consolidated net sales), respectively.
(Major activities)
1. Mr. Akio Mimura attended 10 of the 11 board of directors’ meetings held during fiscal year 2020.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on his insight as a specialist in business management acquired throughmany years of experience in a management role. In addition, as the chair of the Nomination
Committee and the Compensation Committee, he has also contributed to the fulfillment ofsupervisory functions through nominations, performance evaluations and establishment ofappropriate compensation system of directors etc.
Notes: 1. On December 27, 2019, JAPAN POST HOLDINGS Co., Ltd., where Mr. Akio Mimura serves as an
outside director, received orders for the improvement of business management from the Minister ofInternal Affairs and Communications and from the Financial Services Agency. These orders were
issued because it was found that JAPAN POST HOLDINGS Co., Ltd., had deficiencies in its
management system given that, despite being aware of facts indicative of inappropriate sales
practices at its subsidiaries JAPAN POST INSURANCE Co., Ltd. and Japan Post Co., Ltd. had not
instructed these companies to fully identify the actual state of affairs nor to take countermeasures,etc. While he did not have advance awareness of the facts in this matter, he has always maderecommendations in his role at JAPAN POST HOLDINGS Co., Ltd. from the standpoint ofimportance of group governance and internal control. Afterwards, he led a thorough investigation of
the facts that had been discovered, and suggested the implementation of measures to prevent
recurrence of such incidents.

17

2. In page 32, notes related to him are also provided as "Notes common to multiple candidates."

18

No.

9.

Name
(Date of birth)(Gender)
Masako Egawa(September 7, 1956)(Female)For Reappointment
Independent

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

1980 Joined Citibank, N.A., Tokyo Branch1986 Joined Salomon Brothers Inc, New York
Head Office
June 1988 Joined Salomon Brothers Asia Limited,Tokyo Branch
Dec. 1993 Joined S.G. Warburg Securities, Tokyo
BranchNov. 2001 Executive Director, Japan Research Center,
Harvard Business School
April 2009 Executive Vice President, The Universityof 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)
Sep. 2015 Professor, Graduate School of Commerceand Management, Hitotsubashi University
April 2018 Professor, Graduate School of Business
Administration, Hitotsubashi University
April 2020 Specially Appointed Professor, Graduate
School of Business Administration,
Hitotsubashi University (to present)(Major concurrent posts)
Specially Appointed Professor, Graduate School ofBusiness Administration, Hitotsubashi University
Director of MITSUI & CO., LTD. (outside director)

Number oftheCompany’s
shares held
4,200 shares(Summary of roles she is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Ms. Masako Egawa is a candidate for outside director. As an outside director, she is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing her as a candidate is that she has properly fulfilled
this expected role based on her insight into corporate management, etc. acquired through many
years of experience in financial institutions, involvement in academic activities related tocorporate 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 performance since assumption of her
office as a director of the Company, we believe that she will effectively perform her duties as an19

outside director.
(Independence)
1. Ms. Masako Egawa satisfies the requirements for “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 35 of these referencematerials.
(Major activities)
1. Ms. Masako Egawa attended all 11 board of directors’ meetings held during fiscal year 2020.
2. She has fulfilled her supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on her insight into corporate management acquired through many
years of experience in financial institutions, involvement in academic activities related tocorporate governance and experience at The University of Tokyo as an Executive Vice
President. In addition, as a member of the Nomination Committee and the Compensation
Committee, she has also contributed to the fulfillment of supervisory functions throughnominations, performance evaluations and establishment of appropriate compensation system of
directors etc.
Notes: 1.Ms. Masako Egawa will have served as an outside director for 6 years at the close of this Meeting.
2.She currently serves as an outside director of Mitsui Fudosan Co., Ltd. She is expected to resign fromher position at the close of the ordinary general meeting of shareholders of Mitsui Fudosan Co., Ltd.
scheduled for June 2021.
3.In page 32, notes related to her are also provided as "Notes common to multiple candidates."

20

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

No.

Brief personal history, position, responsibilities andmajor concurrent posts

April 1979 Joined Japan Airlines Co., Ltd.
Oct. 1993 Joined The Boston Consulting Group
Jan. 1999 Vice President of The Boston ConsultingGroup
For Reappointment Jan. 2005 Japan Co-Chairman and Senior Partner &Independent
Managing Director of The Boston Consulting
Group
Jan. 2016 Senior Partner & Managing Director of The
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)(Major concurrent posts)
Senior Advisor of The Boston Consulting Group
Director of Rakuten Group, Inc. (outside director)
Director of DMG Mori Co., Ltd. (outside director)

Number of theCompany’s
shares held
1,200 shares(Summary of roles he is expected to perform as outside director and reason for nomination of candidatefor outside director)
Mr. Takashi Mitachi is a candidate for outside director. As an outside director, he is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing him as a candidate is that he has properly fulfilled
this expected role based on his insight as a specialist in business management acquired throughmany years of experience in a consulting firm and a management role since he was appointed as adirector of the Company.
(Independence)
1. Mr. Takashi Mitachi satisfies the requirements for “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 35 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% of its consolidated net sales and theCompany’s consolidated ordinary income ( which corresponds to consolidated net sales),respectively.
(Major activities)
1. Mr. Takashi Mitachi attended all 11 board of directors’ meetings held during fiscal year 2020.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on his insight as a specialist in business management acquired through21

many years of experience in a consulting firm and a management role. In addition, as a memberof the Nomination Committee and the Compensation Committee, he has also contributed to thefulfillment of supervisory functions through nominations, performance evaluations andestablishment of appropriate compensation system of directors etc.
Notes: 1. Mr. Takashi Mitachi will have served as an outside director for 4 years at the close of this Meeting.
2. In page 32, notes related to him are also provided as "Notes common to multiple candidates."

22

No.
11.

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

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

1981 Joined NEC Corporation
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 and Memberof the Board of NEC Corporation
April 2010 President (Representative Director) of
NEC Corporation
April 2016 Chairman of the Board (Representative
Director) of NEC Corporation
June 2019 Chairman of the Board of NEC
Corporation (to present)
June 2019 Director of Tokio Marine Holdings(outside director, to present)(Major concurrent posts)
Chairman of the Board of NEC Corporation
Director of Sumitomo Dainippon Pharma Co., Ltd.
(outside director)
Director of Japan Exchange Group, Inc. (outside
director)
Vice Chairman of Japan Association of Corporate
Executives

Number of theCompany’s
shares held
900 shares(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Nobuhiro Endo is a candidate for outside director. As an outside director, he is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing him as a candidate is that he has properly fulfilled
this expected role based on his insight as a specialist in business management acquired throughmany years of experience in a management role since he was appointed as a director of theCompany.
(Independence)
1. Mr. Nobuhiro Endo satisfies the requirements for “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 35 of these reference materials.
3. He concurrently serves as Chairman of the Board of NEC Corporation, which conducts systemsrelated and other business transactions with the Company and insurance subsidiaries of the Company;
however, these transactions constitute less than 1% of its consolidated revenue (which corresponds to23

consolidated net sales) and the Company’s consolidated ordinary income (which corresponds toconsolidated net sales), respectively. Insurance subsidiaries of the Company conduct insurance-relatedtransactions with NEC Corporation; however, these transactions constitute less than 1% of its
consolidated revenue and the Company’s consolidated ordinary income, respectively.
(Major activities)
1. Mr. Nobuhiro Endo attended all 11 board of directors’ meetings held during fiscal year 2020.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of directors’
meetings, based on his insight as a specialist in business management acquired through many years ofexperience in a management role. In addition, as a member of the Nomination Committee and theCompensation Committee, he has also contributed to the fulfillment of supervisory functions throughnominations, performance evaluations and establishment of appropriate compensation system of
directors etc.
Notes: 1. Mr. Nobuhiro Endo will have served as an outside director for 2 years at the close of thisMeeting.
2. 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 totransactions 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 fortransmission lines for Chubu Electric Power Co., Inc. Following the recognition of thefacts, Mr. Endo has been promoting measures to prevent a recurrence by further
strengthening compliance as well as improving and strengthening the operation of theinternal control system.
3. From July 2019, JAPAN POST INSURANCE Co., Ltd., where he had served as an outside
director from June 2016 to June 2018, investigated all its insurance policies, including
cancelled or expired contracts for the past five years. It was found that there were cases
involving a contract transfer, etc. that could have had a negative impact and did not accord
with the company's customers’ intentions. On December 27, 2019, JAPAN POST
INSURANCE Co., Ltd. received an order from the Financial Services Agency to suspend its
business operations under the Insurance Business Act and an order to improve its business
operations. While Mr. Endo was not aware of the facts in this matter during his tenure, he
has always made recommendations in his role at JAPAN POST INSURANCE Co., Ltd.,
from the standpoint of legal compliance in order to ensure a thorough awareness ofcompliance.
4. Japan Exchange Group, Inc. (JPX), where Mr. Endo serves as an outside director, received abusiness improvement order from the Financial Services Agency of Japan (FSA) on
November 30, 2020 for an all-day suspension of all trading on the Tokyo Stock Exchange,
Inc. (TSE), caused by a failure that occurred on October 1, 2020 in the trading system
operated by the TSE, a subsidiary of JPX, which the FSA says substantially undermined thetrust of investors and other stakeholders in Japanese financial instruments exchanges. Evenprior to this incident, Mr. Endo had been engaged in making appropriate recommendations
at meetings of the Board of Directors, regarding how to achieve a high level of stability andreliability in market operation. After the incident occurred, he served as a member of theinvestigation committee established by JPX, evaluating and making recommendations on
issues such as the cause of the system failure, the appropriateness of response before and24after the incident occurred, and measures to prevent recurrence. He also reported to theBoard of Directors on the status and results of the committee’s investigation.
5. In page 32, notes related to him are also provided as "Notes common to multiple
candidates."

25

No
.
12.

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

Brief personal history, position, responsibilities andmajor concurrent posts
April

1979

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

Number of theCompany’s
shares held
200 shares(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)

26

Mr. Shinya Katanozaka is a candidate for outside director. As an outside director, he is expected
to make recommendations to our Board of Directors and to play a role in exercising anappropriate supervisory function. The reason for proposing him as a candidate is that he has
properly fulfilled this expected role based on his insight as a specialist in business management
acquired through many years of experience in a management role since he was appointed as adirector of the Company(Independence)
1. Mr. Shinya Katanozaka satisfies the requirements for “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 35 of these reference materials.
3. He concurrently serves as President & Chief Executive Officer, Representative Director of ANA
HOLDINGS INC., which holds shares of the Company and Tokio Marine & Nichido, a subsidiary of
the Company, holds shares of ANA HOLDINGS INC. However the ratio of each of these shares tothe total number of issued shares is less than 1%.
4. He concurrently serves as President & Chief Executive Officer, Representative Director of ANA
HOLDINGS INC., which has no business transactions with the Company. Insurance subsidiaries of
the Company conduct insurance-related transactions with ANA HOLDINGS INC.; however, thesetransactions constitute less than 1% of its consolidated net sales and the Company’s consolidated
ordinary income (which corresponds to consolidated net sales), respectively.
(Major activities)
1. Mr. Shinya Katanozaka attended 8 of the 9 board of directors’ meetings held during fiscal year 2020
after assuming the position of director.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on his insight as a specialist in business management acquired throughmany years of experience in a management role. In addition, as a member of the Nomination
Committee and the Compensation Committee, he has also contributed to the fulfillment ofsupervisory functions through nominations, performance evaluations and establishment ofappropriate compensation system of directors, etc.
Notes: 1. Mr. Shinya Katanozaka will have served as an outside director for 1 year at the close of thisMeeting.
2. All Nippon Airways Co., Ltd., where he serves as Chairman, had an inappropriate situation
reoccur when on November 7, 2019, despite having previously received administrative
guidance due to inappropriate situations concerning alcohol consumption among its flightcrew, there was an incident in which a captain had drunk alcohol resulting in interferencewith his flight duties. On May 1, 2020, All Nippon Airways Co., Ltd. received anadministrative order from the Ministry of Land, Infrastructure, Transport and Tourism to
improve its business, based on a finding of impediments to transportation safety, convenientservice for users, and other public interests. Regarding the inappropriate situation, Mr.
Katanozaka has been developing initiatives for the reform of group employees’ mindset andreinforcement and support of self-management of group employees, such as implementationof education programs on alcohol and counselling, in addition to making flight rules more
stringent and strengthening alcohol testing systems, etc. After recognizing the facts of thecase, he has been promoting initiatives to ensure more thorough compliance, such as
instilling and thoroughly implementing existing measures, as well as instructing on the27

development of further measures to prevent reoccurrence of these issues.
3. In page 32, notes related to him are also provided as "Notes common to multiple
candidates."

28

No.

13.

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

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

1988 Joined The Sumitomo Bank, Limited
1998 Visiting Professor (full-time), Waseda
Institute of Asia-Pacific Studies
April2000 Full-time lecturer, School ofInternational Corporate Strategy,
Hitotsubashi University Business
SchoolOct.
2002 Assistant Professor, School ofInternational Corporate Strategy,
Hitotsubashi University Business
SchoolApril
2010 Professor, School of International
Corporate Strategy, Hitotsubashi
University Business SchoolJune
2017 Outside Audit & Supervisory Board
Member, Tokio Marine & Nichido (topresent)
April
2018 Professor, School of Business
Administration, Hitotsubashi
University Business School (topresent)(Major concurrent posts)
Professor, School of Business Administration,
Hitotsubashi University Business School

Number oftheCompany’s
shares held
1,400 shares(Summary of roles she is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Ms. Emi Osono is a candidate for outside director. As an outside director, she is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing her as a candidate is based on her insight into
corporate management, acquired through many years of research into corporate strategy, etc. wedetermined that she would be able to properly fulfill this expected roll. While she has not been
involved in business management other than as an outside director or an outside audit &supervisory board member, we believe that for the reasons described above, she will effectively
perform her duties as an outside director of the Company.
(Independence)
1. Ms. Emi Osono satisfies the requirements for “independent director/auditor” as specified by the
Tokyo Stock Exchange, Inc.

29

2. She fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 35 of these reference materials.
Notes: 1. Ms. Emi Osono currently serves as an outside audit & supervisory board member of Tokio
Marine & Nichido, a subsidiary of tha Company. She is expected to resign from her
position at the close of the ordinary general meeting of shareholders of Tokio Marine &Nichido scheduled for June 2021. She had also served as an outside director of Nisshin Fire
& Marine, a subsidiary of the Company (which became a subsidiary in September 2006),
from June 2004 to June 2010.
2. In page 32, notes related to her are also provided as "Notes common to multiple
candidates."

30

No.

14.

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

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

1988 Joined Tokio Marine
2018 Executive Officer and General
Manager of Corporate Accounting
Dept. of Tokio Marine Holdings
April2018 Executive Officer and General
Manager of Corporate Accounting
Dept. of Tokio Marine & Nichido
March 2020 Resigned from position as Executive
Officer and General Manager ofCorporate Accounting Dept. of Tokio
Marine & Nichido
April2020 Managing Executive Officer of Tokio
Marine Holdings (to present)(Responsibilities)
Group CSSO (Group Chief Strategy and Synergy
Officer)Group CSUO (Group Chief Sustainability Officer)

Number oftheCompany’s
shares held
4,100 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Yoichi Moriwaki as a candidate for director is that he is expected
to fulfill his role adequately in deciding important matters regarding business execution and insupervising 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. This includes his
engagement with respect to IT planning, human resources, accounting, and his current role ashead of business strategy and synergy, and sustainability of the Group as Managing Executive
Officer of the Company.
Note: In page 32, notes related to Mr. Yoichi Moriwaki are provided as "Notes common to multiple
candidates."

31

Notes common to multiple candidates
1. There are no special relationships of interest between the Company and each candidate.
2. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act ofJapan, the Company has entered into agreements with Mr. Akio Mimura, Ms. Masako
Egawa, Mr. Takashi Mitachi, Mr. Nobuhiro Endo and Mr. Shinya Katanozaka to limit their
liability provided for in Article 423, paragraph 1 of the Companies Act of Japan. The
limitation of liability under the agreements shall be the higher of either 10 million yen or
the amount provided in Article 425, paragraph 1 of the Companies Act of Japan. The
Company intends to maintain these agreements with the candidates if they are elected as
proposed. In addition, the Company intends to enter into a liability limitation agreementwith the same content as above with Ms. Emi Osono if she is elected as proposed.
3. The Company has entered into a directors and officers liability insurance contract provided
for in Article 430-3, paragraph 1 of the Companies Act of Japan with an insurance company,
which insures the directors, audit & supervisory board members and executive officers of
the Company and 17 subsidiaries within Japan. The contract covers damages and defense
costs that may arise when the insured assumes liability for the execution of his or her duties
or receives a claim related to the pursuit of such liability. The Company intends to renew
this contract.

32

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

Name

GenderTsuyoshi
NaganoMaleChairman of the
Board

SatoruKomiyaMale

President & Chief
Executive Officer

Takayuki
Yuasa

Male

Akira
Harashima

Skills and experiences
Governance
Human
Technology&Risk
Resource
Management

Corporate
Management

Finance &Economy✔

✔

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

✔

Executive Vice
PresidentGroup CFO (Group Chief
Financial Officer)

✔

✔

Male

Senior Managing
Director

Head of International
Business
Co-Head of International
Business✔

Kenji Okada

MaleManaging Director（ Group Chief
Group CLCO（
Legal and Compliance）
Officer）
Group CRO (Group Chief
Risk Officer)✔

✔

Yoshinari
Endo

Male

Managing Director

Group CIO (Group Chief
Investment Officer)✔

✔

YoichiMoriwaki

Male

Managing Director

Group CSSO (Group Chief
Strategy and Synergy
Officer)Group CSUO (Group Chief
Sustainability Officer)✔

✔

Shinichi
HiroseMale

Director✔

✔

Akio Mimura

Male

Outside Director✔

✔

MasakoEgawa

Female Outside Director✔

✔

Takashi
MitachiMale

Outside Director✔

✔

Nobuhiro
Endo

Male

Outside Director✔

✔

ShinyaKatanozaka

Male

Outside Director✔

✔

Emi Osono

Female Outside Director

✔

✔

Shozo
Mori

Male

Audit & Supervisory
Board Member(fulltime)

Hirokazu
FujitaMale

Audit & Supervisory
Board Member(fulltime)

✔

✔

✔

✔

Akinari Horii

Male

Outside Audit &Supervisory Board
Member✔

✔

✔

✔

Akihiro Wani

Male

Outside Audit &Supervisory Board
Member✔

✔

✔

✔

Nana Otsuki

Outside Audit &Female Supervisory Board
Member

✔

✔

✔

✔

Accounting

Legal &
Compliance

✔

✔

✔

Internationality

Insurance
Business

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

33

✔

✔

✔

The Company's View Regarding the Skills of
Directors and Audit & Supervisory Board Members
1. The Tokio Marine Group conducts its businesses on a global scale as an insurance group. In thiscontext, the Company has established sound and highly transparent corporate governance and internal
control systems, and appropriately governs its group companies, as an insurance holding company
which oversees the group.
2. The Board of Directors of the Company, which is a company with an Audit & Supervisory Board, notonly decides on important matters of business execution, but also oversees the execution of duties byDirectors. In order for the Board of Directors to fulfill its role appropriately, it is necessary for the
Board as a whole to possess the necessary skills, based on factors such as the nature of Tokio Marine
Group's businesses, its business development, governance structure, etc. Moreover, the necessary
skills will change with the business environment.
3. In order to decide on and oversee important matters of its business execution of the Company, it isfirst necessary to gain a deep understanding of its businesses - in other words, to be closely familiar
with “Insurance Business.”
In addition, skills in the fields of “Finance & Economy,” “Accounting,” “Legal & Compliance,”“Human Resource,” “Governance & Risk Management” form the basis for judgment on all matters.
Moreover, with the tremendous technological innovation in recent years, and the increasingly vital
part played by “Technology” in business transformation, the importance of skills in this field are
becoming ever more important.
Furthermore, skills including “Internationality” and “Corporate Management” are expected, especiallyof Outside Directors. This is because an awareness of the global environment and insight into
corporate management are extremely useful for the Tokio Marine Group, which conducts its
businesses on a global scale.
4. Regarding Audit & Supervisory Board Members, the Audit & Supervisory Board should also becomposed of Members collectively possessing the skills required of the Board of Directors above, inorder to appropriately audit the execution of duties by Directors. Among these, “Accounting” aredesignated as particularly important skills.
5. The table on the previous page shows the Directors and Audit & Supervisory Board Members(expected) after this meeting, and the skills they possess. The Company considers that, collectively,
they possess the necessary skills.

34

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 the past ten years;(iii) a party whose major client or supplier is the Company or a principal business subsidiary of theCompany (a party whose transactions with the Company or a principal business subsidiary of theCompany in the most recent fiscal year amount to 2% or more of its consolidated net sales), or an
executive thereof;(iv) a party who is a major client or supplier of the Company or a principal business subsidiary of theCompany (a party whose transactions with the Company or a principal business subsidiary of theCompany in the most recent fiscal year amount to 2% or more of consolidated ordinary income of theCompany), or an executive thereof;(v) a financial institution or other major creditor which the Company or a principal business subsidiaryof the Company relies on to the extent that it is an indispensable funding 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 the Company 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 mostrecent fiscal year, whichever is larger);(vii) a spouse or relative within the third degree of kinship of a Director, Audit & Supervisory Board
Member, or Executive Officer of the Company or a subsidiary or an affiliate of the Company;(viii) a consultant, accountant, lawyer, or other specialist who receives compensation from theCompany or a principal business subsidiary of the Company other than compensation for Directors,
Audit & Supervisory Board Members and Executive Officers of the Company or a principal businesssubsidiary of the Company in excess of a certain amount in the most recent fiscal year (10 million yen
or 2% of the total revenue of a corporation or association or any other organization to which suchspecialist belongs in the most recent fiscal year, whichever is larger); or(ix) a party who holds 10% or more of the voting rights of all shareholders of the Company at the endof the most recent fiscal year, or an executive thereof.

35

Item 3. Change in Remuneration, etc. for Directors
1. Reason for the proposal
A total amount of remuneration, etc. for Directors of the Company not exceeding 75 million yen permonth (including no more than 7.5 million yen for Outside Directors), and separately from this totalmonthly amount, a total amount of remuneration, etc. relating to share acquisition rights allotted to
Directors as share compensation-type share options not exceeding 210 million yen per year (including no
more than 21 million yen for Outside Directors) was approved at the 17th Ordinary General Meeting of
Shareholders held on June 24, 2019. In addition, a maximum of 500 share acquisition rights forallotment (including no more than 50 for Outside Directors) that may be granted upon the exercise of theshare options allotted to directors within one year from the date of the ordinary general meeting ofshareholders for each fiscal year was approved at the 13th Ordinary General Meeting of Shareholders
held on June 29, 2015, and these limits still stand.
In Item 2, the Company proposes the election of 14 Directors, including increase of the number of
Outside Directors for the purpose of strengthening the function of the Board of Directors. If this proposal
is approved and passed as proposed, then the Company will have 6 Outside Directors, 2 more than the 4
Outside Directors in office at the conclusion of the 17th Ordinary General Meeting of Shareholders heldon June 24, 2019, when the current amount of remuneration, etc. for Directors was approved. The
Company therefore proposes to amend the portion of Directors’ remuneration, etc. allocated to Outside
Directors, as shown in “2. Contents of the proposal” “(1) Amount of remuneration, etc. for Directors”
below.
From July 2021, the Company proposes to introduce a new share compensation plan (hereinafter referred
to as “the Plan”) for Directors, as set forth in “2. Contents of the proposal” “(2) Share delivery trust,” toreplace the current system of share compensation-type share options, with the aim of encouraging
Directors to fulfill their accountability responsibilities through sharing the returns from share pricemovements with shareholders, and to enable the stable and efficient management of the compensation
system.
The contents of this proposal have undergone deliberation by the Compensation Committee, which iscomposed of 6 members, 5 of whom are Outside Directors (the Compensation Committee is also chairedby an Outside Director), in conjunction with the "Policy on determination of remuneration for Directors
and Audit & Supervisory Board Members" described in page 63 and it is considered reasonable in lightof the remuneration structure, the purpose of introducing each remuneration, and the level of
remuneration for directors as stipulated in the said policy.
Subject to the approval and passage of this item in accordance with the original proposal, no new
allotment shall be made for share acquisition rights as share compensation-type share options. The
Company will, as a transitional measure, extinguish the share acquisition rights as share compensationtype share options allocated to the Directors who are in office at the conclusion of the Ordinary General
Meeting of Shareholders (including those granted as consideration for the execution of duties by the
executive officers of the Company) under certain conditions, and grant points equivalent to the target
number of shares under the Plan.

36

Provided, however, that in the event such director loses the position of either director, audit &supervisory board member, or executive officer (hereinafter referred to as "resignation" in this item) by
the time the Plan commences, such director may exercise the share acquisition rights as sharecompensation-type share options already allotted to him/her, on or after the day following the date ofresignation, and the Company shall not grant him/her any points under the Plan.

2. Contents of the proposal(1) Amount of remuneration, etc. for Directors
The Company proposes that the total amount of remuneration, etc. for Directors of the Company shall continue
to be no more than 75 million yen per month and that, of this amount, the total amount for Outside Directors
shall be no more than 10 million yen per month.
(2) Share delivery trust
It is proposed that the detail of the Plan be as described below.
1) Overview of the Plan
The Plan is a share compensation plan wherein the value of compensation contributed by the Company is used toacquire shares of the Company through a trust, and Directors receive, through delivery or payment (hereinafter"delivery, etc."), shares of the Company and cash equivalent to the realizable disposal value of shares of theCompany (hereinafter "the Company's shares, etc.").
a. Persons eligible for the delivery,
etc. of the Company's shares, etc.
under the Plan

• Directors of the Company[Reference]
The Company also intends to introduce a similar sharecompensation plan for Executive Officers of theCompany, and Directors and Executive Officers of its
subsidiaries Tokio Marine & Nichido Fire InsuranceCo., Ltd., Nisshin Fire & Marine Insurance Co., Ltd.,and Tokio Marine & Nichido Life Insurance Co., Ltd.

b. Maximum amount of money to becontributed by the Company foreach (3 years) Plan Periodc. Maximum number of theCompany's shares, etc. per fiscal
year*1 point = 1 share of the Company• 630 million yen(including 84 million yen for Outside Directors)

d. Method used to acquire theCompany’s share• It is planned to acquire through market transactions orfrom the Company (through the disposal of treasury
share)

e. Method used to calculate thenumber of the Company's shares,etc.

• Predetermined in accordance with rank and other factors[Reference]
The number of points awarded will not fluctuate due toperformance, etc.

• 50,000 points(including 6,500 points for Outside Directors)[Reference]
The number of shares corresponding 50,000 points is
equivalent to approximately 0.007% of the total number
of issued shares (after deducting treasury stock, as ofMarch 31, 2021)

37

f. Timing of the delivery, etc. of theCompany's shares, etc.

(Note)• After resignation

This fiscal year, as a transitional measure for the transition from share compensation-type shareoptions, the Company shall contribute a maximum of 900 million yen (including 100 million yen for
Outside Directors) in money, and award a maximum of 130,000 points (including 14,000 points for
Outside Directors), in addition to the amounts presented in the table above. Shares equivalent to these
130,000 points are equivalent to approximately 0.019% of the total number of issued shares (after
deducting treasury share, as of March 31, 2021).

2) Maximum amount of money to be contributed by the Company
The period of the Plan shall be 3 years (hereinafter the “Initial Plan Period”) commencing from July 2021, andevery 3-year period commencing from the expiration of the Initial Plan Period (hereinafter, together with theInitial Plan Period, the “Plan Period”) . For each Plan Period, the Company shall establish a trust (hereinafter“the Trust”) with a trust period of 3 years or shall revise the trust contract and make additional entrustment inorder to continue the Trust. Directors who satisfy certain requirements (hereinafter the “Beneficiary
Requirements”) shall be the beneficiaries of the Trust. The Company shall contribute a maximum amount of 630
million yen (including 84 million yen for Outside Directors) in money for each Plan Period. In addition to theabove-stated amount of money, for the Initial Plan Period, the Company shall contribute a maximum of 900
million yen (including 100 million yen for Outside Directors) in money, as a transitional measure for thetransition from share compensation-type share options.
Under the Plan, shares of the Company shall be acquired through market transactions or from the Company(through the disposal of treasury share), using money contributed to the Trust, in accordance with the directionsof the trust administrator (a third-party CPA with no special relationships of interest with the Company). During
the Plan Period, the Company shall award points to Directors as set forth in 3) below, and the Trust shallcomplete the delivery, etc. of a corresponding number or amount of the Company’s shares, etc.
3) Calculation method and maximum number of the Company's shares, etc. to be issued to Directors
The number of the Company’s shares, etc. for delivery, etc. to a Director shall be determined based on thenumber of points awarded to the Director each year during the Plan Period. Each Director shall be awarded anumber of points at a certain time each year, determined in accordance with rank, etc. After the Director’s
resignation, the Director will receive delivery, etc. of a number or amount of the Company’s shares, etc.
corresponding to the aggregate number of points that the Director was awarded during his or her term of office.
Each point shall correspond to 1 share of the Company’s stock. Amounts less than 1 point shall be discarded.
However, in the event of a share split, a gratis allotment of the Company’s common shares, or stock
consolidation during the trust period, the Company shall adjust the number of shares corresponding to each pointin accordance with the relevant ratio, etc.
The maximum total number of points to be awarded to Directors each fiscal year shall be 50,000 points(including 6,500 points for Outside Directors). The maximum total number of points has been determined basedon the maximum amount of money in 2) above, with reference to the Company’s stock price level. However, thisfiscal year, as a transitional measure for the transition from share compensation-type share options due to the38introduction of the Plan, the Company shall award a maximum of 130,000 additional points (including 14,000
points for Outside Directors).
4) Timing of the delivery, etc. of the Company's shares, etc. to Directors
In the event of the resignation (this does not include death) of a Director who satisfies the Beneficiary
Requirements, the said Director may, through the completion of the designated beneficiary interest settlement
procedures, receive delivery of the number of shares of the Company’s stock corresponding to a certain
proportion of the number of aggregate points held by the Director (the number of shares shall be rounded down
to the nearest number of whole trading units). The number of shares of the Company’s stock corresponding toremaining aggregate points shall be converted to cash within the Trust, and the Director shall receive payment of
an equivalent amount of money from the Trust. In the event of the death of a Director during the trust period, anumber of shares of the Company’s stock corresponding to the number of aggregate points calculated after the
Director’s death shall be converted to cash within the Trust, and the Director’s heir shall receive payment of anequivalent amount of money from the Trust.
5) Voting rights associated with shares of the Company held in the Trust
Voting rights associated with shares of the Company held in the Trust (shares of the Company awaiting delivery,
etc. to Directors) shall not be exercised for the duration of the trust period, in order to ensure neutrality withrespect to the Company’s management.
6) Treatment of dividends for shares of the Company held in the Trust
Dividends pertaining to shares of the Company held within the Trust shall be received by the Trust, and shall beallocated to fund the acquisition of shares of the Company and the trust fees of the Trust.
7) Other contents of the Plan
Other contents of the Plan shall be determined by the Board of Directors.
3. Number of Directors
There are presently 13 Directors of the Company (including 5 Outside Directors). If Item 2 is approved as
proposed, then there will be 14 Directors of the Company (including 6 Outside Directors).
Reference: Comparison of remuneration, etc. for Directors by resolution of General Meeting of
Shareholders
After this General Meeting of
Shareholders (expected)
NumberContent of remuneration,ofetc.
eligible
Directors
Total monthly
amountSharecompensation

Up to 75 million yen(Up to 10 million yen)
Share delivery trust

39

14
(6)

Current amounts, etc.

Content of remuneration,etc.

Number of
eligible
Directors

Up to 75 million yen(Up to 7.5 million yen)

12
(4)

Share compensation-type share options

TotalamountMaximumof total
numbers

Up to 630 million yen per
3 years(Up to 84 million yen per
3 years)

14(6)

Up to 210 million yen peryear(Up to 21 million yen per
year)

12
(4)

50,000 points per year

14

500 per year10

(6,500 points per year)(6)(50 per year)(3)(Notes)1. The number of eligible Directors shown in “Current amounts, etc.” is the number at the close of the general
meeting of shareholders at which the content of remuneration, etc. was approved.
2. The bracketed texts set forth the content of remunerations, etc. for Outside Director and the number of eligible
Directors who are Outside Director.
3. In the share delivery trust, the number of the Company’s share per point is 1 share. The number of theCompany’s shares per share acquisition right is 100 shares for share compensation-type share options.
Accordingly, the maximum of total number of share compensations, in terms of the corresponding number of
the Company’s shares, would be 50,000 shares per year in both cases.

Reference: Matters concerning remuneration, etc. for Directors from July 2021 onwards (expected)
Matters relating to remuneration, etc. for Directors from July 2021 onwards should be as set forth below, basedon “Policy on determination of remuneration for Directors and Audit & Supervisory Board Members” inpage 62.
1. Composition of the remuneration, etc.

2. Performance-linked compensation
The Company will introduce performance-linked compensation to strengthen the incentives improvement ofcorporate value. This compensation is linked to “individual targets” and “company targets,” and paid in cash
as consideration for the achievement of these targets (varying on a scale of 0% to 200% depending on the
degree to which the targets are achieved).
•
Individual targets
Performance-linked compensation for individual targets is determined at the beginning of the fiscal year,
based on the responsibilities of the individual director.
•

Company targets

40

In principle, performance-linked compensation for company targets is determined using the following
performance evaluation indicators. Those are the indicators that the Company considers as importantmanagement indicators.
Evaluation
periodItem

April2020 ~
March
2021

Adjusted net income

60%

Adjusted ROE
Improvement in
expected ROR
Adjusted net income

30%
10%

Adjusted ROE

40%

April
2021 ~
March
2022

Composition
Ratio

60%

TargetResult310.0
billion yen
9.4%
100%

299.1
billion yen
8.6%
91.3%

424.0
billion yen
10.8%

-

Period for paymentof the corresponding
performance-linked
compensation
July 2021 ~ June
2022

July 2022 ~ June
2023-

Notes: 1. Adjusted net income and adjusted ROE are management indicators of groupwide performance, ascalculated to include certain adjustments to financial accounting indicators, for purposes such as
promoting improvements in transparency as viewed from the market perspective.
2. Improvement in expected return on risk (ROR) is an indicator that expresses the year-on-year ratio of
improvement in the ROR in the plan for a given fiscal year. This indicator is derived by dividing the ROR
in the plan for the current fiscal year by the ROR in the plan for the previous fiscal year, and converting
the figure obtained into a percentage. The ROR in the plan for a given fiscal year is set in accordancewith the business environment and other factors.
3. Certain changes are made to the indicators used for calculating the performance-linked compensation of
Directors responsible for the international insurance business in order to reflect the result of this business.
4. The result for adjusted net income and adjusted ROE were revised downwards, taking into account thedifference, etc., between the estimated impact of COVID-19 at the time of setting the targets, and theactual impact of COVID-19.

3. Share compensation
The Company will introduce share compensation with a view to encouraging Directors to fulfill theiraccountability responsibilities through sharing the returns from share price movements with shareholders.
From the perspective of stable and efficient management of the compensation system, a share delivery trust
will be utilized to deliver the Company’s shares, etc.
4. Method for determining remuneration, etc. for each individual Director
The Board of Directors will determine the Remuneration, etc. of each director, based on the compensation
system, level of compensation, evaluation of individual performance (distribution) and company
performance determined by the Board of Directors based on the reports from the Compensation Committee(the chairman of the Committee is an outside director and the majority of the Committee members are41

outside directors) , within the framework approved by the general meeting of shareholders. The authority formaking this determination will not be delegated to any of the directors or other third parties.

42

[English Translation]
TOKIO MARINE HOLDINGS, INC.
Attachment to the “Notice of Convocation of
the 19th Ordinary General Meeting of Shareholders”

Business Report for Fiscal Year 2020
(From April 1, 2020 to March 31, 2021)

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







During fiscal year 2020, after a significant slowdown due to the spread of coronavirus disease 2019
(COVID-19), the world economy and Japanese economy showed signs of recovery with theresumption of economic activity. However, the situation remained severe due to the renewed
spread of COVID-19. Meanwhile, the market environment improved and share prices rosesignificantly, due to the expansive fiscal and monetary policies implemented by major countries in
response to the economic downturn in business conditions.
The Tokio Marine Group continued its business operations, utilizing a broad range ofcommunication tools in the remote working environment and maintaining close coordination
between its offices in each country to fulfill its role as an insurance group, part of the social
infrastructure, while preventing the spread of COVID-19 and endeavoring to ensure the safety of
the Group’s employees.
This was the final fiscal year of Mid-Term Business Plan “To Be a Good Company 2020,” and theGroup actively promoted its business under the aligned group management structure headed by theGroup CEO, in which the Group Chief Officers are responsible for each function for the Group.
As to the consolidated fiscal year end, due to the impact of COVID-19, incurred loss in theoverseas insurance business increased and reserves for future claim payment increased in domestic
property and casualty insurance business. As a result, net income attributable to owners of theparent was 161.8 billion yen, a decrease of 97.9 billion yen compared to the previous fiscal year.

5,465.4
3,598.3
981.9

Fiscal year 2020
(this fiscal year)(Yen in billions)
5,461.1
3,606.5
954.9

Rate ofchange
(%)
△0.1
0.2
△2.7

363.9
259.7

266.7
161.8

△26.7
△37.7

Fiscal year 2019
(Yen in billions)
Ordinary income
Net premiums writtenLife insurance
Premiums
Ordinary profit
Net income attributable43

to owners of the parent

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

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

Ordinary income
Fiscal year
Fiscal year
2019
2020
(this fiscal year)
2,782.5
2,760.9

Ordinary profit
Fiscal year
Fiscal year
2020
2019
(this fiscal year)
179.5
142.8

748.1

775.3

51.8

68.7

1,891.2

1,877.8

125.4

44.6

95.6

100.8

7.0

10.1

Domestic Property and Casualty Insurance Business
Net premiums written: 2,442.0 billion yen
Ordinary profit: 142.8 billion yen
Composition ratio of premiums written: 53.5%









Tokio Marine & Nichido actively promoted its business, working on priority issues such asenhancement of customer convenience and efficiency of internal operations through use oftechnologies and improvement of its insurance product portfolio.
During the fiscal year 2020, natural disasters including Typhoon Haishen (No. 10) and theearthquake off the coast of Fukushima Prefecture caused significant damage across Japan. In thiscontext, we made full use of technology in the payment of insurance claims. By digitalizing theentire claims process, through initiatives such as the use of AI analysis of satellite images to swiftly
pinpoint the damaged areas, and systems enabling the remote processing and payment of insurance
claims, we endeavored to ensure a prompt response despite the restrictions on direct contact withcustomers due to the impact of COVID-19.
For the Drive Agent Personal driving recorder with an integrated communication function, we
decided to launch a new type featuring an on-board rear camera, and introduced an SOS
transmission function enabling the user to receive advice from an operator in the case of
emergency. In addition, we promoted the use of an “accident reenactment system” utilizing AI torecreate the circumstances of accidents from images captured by drive recorders, reducing theburden on customers to explain the circumstances of accidents, and contributing to swift accident
response.
We introduced new products to respond to the new social environment and a large range ofcustomer needs. EQuick Insurance for Earthquakes, a new product that responds to financing needs

44

immediately after the earthquake, pays the specified insurance claims according to the seismic
intensity in a minimum of three days if an earthquake of a certain seismic intensity is observed in
the area where the customer resides. We also launched a new product that provides comprehensive
coverage for risks associated with offshore wind power generation, a promising source of
renewable energy.
Regarding our “Super Business Insurance,” which comprehensively covers the various businessrisks faced by small and medium-sized companies, we endeavored to respond to the desire of ourcustomers to prepare for risks resulting from COVID-19, through measures such as the launch of a
new rider to cover the risk of shutdowns, etc. should a case of COVID-19 infection be recorded
within the business facilities. By accurately grasping changes in the social environment andcustomer needs, and continuing initiatives such as this, we will increase the composition ratio of
insurance products other than automotive insurance, and promote the further diversification of
insurance products.
<Results of Domestic Property and Casualty Insurance Business>

Domestic Life Insurance BusinessLife insurance premiums: 598.8 billion yen

Ordinary profit: 68.7 billion yen

Composition ratio of premiums written: 13.1%







Tokio Marine & Nichido Life promotes the “Life Insurance Revolution to Protect One’s Living”
initiative, which provides coverage in fields such as inability to work and nursing care, while
utilizing the key strength of the Group’s business model, integrating life insurance and property
and casualty insurance.
Our “Medical Kit Yell” medical insurance, which provides easy coverage for those withpreexisting conditions or health concerns, is a new product that targets a broader range ofcustomers and achieves more affordable coverage through a radical review of underwriting criteria
through the analysis of big data associated with previous policies, etc. Moreover, our “Market
Link” installment variable annuities, which responds to customers’ asset accumulation needs,
continued to be well received in fiscal year 2020. As a result of these initiatives, the number ofpolicies in force at Tokio Marine & Nichido Life exceeded 6 million as of September 30, 2020.
We promoted to reduce interest rate risk under the assumption that low interest rates will persist
over the long-term. In addition to endeavoring to expand our range of protection-type products with45

low interest rate risk, we continued to conduct asset management based on Asset Liability
Management (ALM).
<Results of Domestic Life Insurance Business>

Overseas Insurance BusinessPremiums written: 1,520.6 billion yen

Ordinary profit: 44.6 billion yen
Composition ratio of premiums written: 33.3%











The Group has actively expanded business in developed countries and emerging countries in abalanced manner working on both sustainable organic growth and strategic M&As with the aim ofachieving global growth and diversified portfolio construction for the entire Group. In addition, by
mutual leveraging of the excellent know-how held by Group companies, the Group has continued
to implement a wide range of efforts toward the realization of synergies such as increasing
premium income, advancing investment management, raising business efficiency and othermeasures.
Group companies overseas swiftly transitioned to a remote working structure and continued
business amid the rapid, global spread of COVID-19, and the lockdowns implemented in somecountries and regions.
In developed countries, we acquired GCube, a managing general agency in the United Kingdom,
specialized in risks related to renewable energy. We aim to use GCube’s insights within the Groupto boost the spread of renewable energy usage, and further expand Group revenue.
The work of integrating the U.S. company Pure, which we acquired in February 2020, into theGroup also progressed smoothly, and we steadily grew the business. During the widespreadwildfires that occurred in California in 2020, we endeavored to provide the high standard of service
that is Pure’s strength, over and beyond insurance coverage, including the collection and timelytransmission of information on the wildfires to customers, and the dispatch of our firefighting unit
to the affected areas, to prevent the fire’s spread.
In emerging countries, Tokio Marine Seguradora S.A. in Brazil established a joint venture
specializing in insurance for mortgage, together with a major state-owned banking group in Brazil.
This business will contribute to a more diverse composition for our insurance product portfolio in
Brazil, currently centered on automobile insurance, thus stabilizing the business and expanding
profitability.

46

■Philadelphia■HCC■ Delphi

Financial and Other Business
Ordinary income: 100.8 billion yen

Ordinary profit: 10.1 billion yen

The Group developed its financial services steadily with a focus on its asset management business,
which offers a stable revenue base. Such business includes the management of pension funds andthe management of investment trusts, and has been highly evaluated by 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

47









The Tokio Marine Group has long contributed to the development of people's lives and local
industries through the provision of safety and security to society by making use of the knowledge
and experience it has acquired in the insurance business. We will continue to place sustainability at
the core of our management, accelerate various activities, including the insurance business, andwork to further resolve social issues. With the aim of becoming a “Good Company” trusted bypeople and society, we will permanently increase the Group’s social value by undertaking
initiatives to resolve social issues and contributing to the creation of a safe, secure, and sustainable
future.
To contribute to resolve the global society issues of climate change as a global insurance group, we
are working to provide insurance products and engage in dialogue with client companies. In
September 2020, we published our policies on climate change and a summary of the contents ofthese initiatives.
In fiscal year 2020, we celebrated our 22nd year of mangrove planting activities in the Asia-Pacificregion, in collaboration with tree-planting NGOs, etc. The Tokio Marine Group achieved carbonneutral status for 7 consecutive years to fiscal year 2019, and we aim to continue this achievementfrom fiscal year 2020.
In March 2021, 10 years after the Great East Japan Earthquake, we held “A Decade from the Great
East Japan Earthquake: Disaster Prevention and Mitigation for the Future” online. We reviewed
with experts the results of our contribution to reconstruction, disaster prevention and disastermitigation awareness-raising activities, and shared with our employees and agents the roles of those
involved in insurance and what should be tackled in the future as a citizen.

Activities by the Group’s EmployeesWhat underpins each of these initiatives is human resources. In this fiscal year, we promoted theglobal utilization of its human resources, and actively engaged in initiatives to further promote
more active participation by female employees. In this way, we will use diversity and inclusion todrive the Group’s growth. We were also selected as a “Health & Productivity Stock” (for the 6thconsecutive year), as a result of our promotion of health and productivity management under the
Tokio Marine Group Wellness Charter, centered around the Chief Officer responsible for Group
health and productivity management.

Issues Facing the GroupThe business environment is becoming increasingly uncertain, as medium- and long-term
environmental change, including shifting demographics, the advance of technologies such as
automatic driving and AI, and climate change, are compounded by changes in people’s modes of
behavior and the structure of industry, sparked by the recent spread of COVID-19.
In this context, the Group embarked on its three-year med-term business plan “Transformation andChallenge to Growth,” beginning in fiscal year 2021. To achieve our long-term vision “to be a
global insurance group that delivers sustainable growth by providing safety and security tocustomers worldwide,” we will actively promote a “2+1 growth strategy,” engaging in initiatives
with a dual focus of “new markets x new approaches” to respond accurately to rapidly-changing

48
















customer needs, and “enhance profitability of insurance business” with more efficient operations
through the appropriate adjustment of insurance premium rates and the use of digital technology,
while investing in our businesses for the next stage of growth.
In order to further develop our efforts to realize a sustainable society, we have clearly positioned
the "future generation" as a stakeholder. At the same time, we have set the "improvement ofdisaster resilience," "promotion of measures against climate change," "support for healthy andspiritually affluent lives," and "promotion and dissemination of diversity and inclusion" as key
medium-to long-term issues, starting with the Purpose of our business. The Sustainability
Committee, newly established in fiscal year 2021, will further promote initiatives to resolve theseissues, while striving to increase corporate value and grow the Group while circulating businessactivities and resolving social issues.
In the domestic property and casualty insurance business, Tokio Marine & Nichido will focus on
tasks such as “creation of new markets,” “enhance profitability of insurance business,” and“building a lean business operation.” In addition, we will establish a specialized organization to
support customers' efforts to realize carbon neutrality and transition to a carbon-free society
through the provision of insurance products and risk consulting, etc. Through these initiatives,
Tokio Marine & Nichido aims to be a company that achieves sustainable growth, chosen bycustomers for resolving social issues, while building a structure to generate stable profits, even in
an uncertain business environment.
In the domestic life insurance business, Tokio Marine & Nichido Life will focus on the 3 domainsof seniors, healthcare, and asset formation. By providing unique products to customers throughoptimal sales channels in each domain, we will contribute to resolving social issues in the 100-year
lifespan era.
In July 2021, we will launch Tokio Marine dR Co., Ltd., a subsidiary that will serve as the core of
the Group’s data strategy, with the aim of promoting data strategy to support the growth of thesebusinesses. Tokio Marine dR Co., Ltd. will coordinate with the Group’s insurance companies todevelop new insurance products leveraging data in domains such as healthcare, mobility, disasterprevention and mitigation, and accelerate the development and spread of risk solutions, etc.
utilizing the Group’s risk analysis capabilities and expertise in detecting indications of accidents
and illness, and preventing them from occurring.
In the overseas insurance business, we will maintain and enhance the profitability of existing
businesses, while endeavoring to expand profits sustainably and stably through well-timed,strategic M&As with aim of further diversifying risk exposure. We will also continue to engage inpursuing synergies that leverage the unique abilities of each Group company.
Regarding asset management, we will continue to strive to strengthen our global asset management
approach based on Asset Liability Management (ALM), in collaboration with Group companies inJapan and overseas. In addition, we will endeavor to secure long-term, stable investment income
and maintain a sound financial base by diversifying our investment asset as well as risks, whileclosely monitoring changes in the world economy and financial markets.
The Group’s basic policy for shareholder returns is to distribute profit by payment of dividends andwe will seek to increase dividends through sustained growth and improved profitability.
Under our management philosophy to place “customer trust at the base of all its activities,” theentire Group will endeavor to achieve further growth as a corporate group, seeking development

49

characterized by high profitability and sustainability based on a sound and transparent governancestructure. We plan on building up a “Good Company” that is trusted widely by customers and thesociety. 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 shall apply in the financial statement
below).
2. Numbers that appear as ordinary income and ordinary profit for each business segment are shown
after adjustments necessary to accurately reflect the actual situation, such as the exclusion ofdividend 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 ofincome are after making adjustments among account items for the total figures for each businesssegment.
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.

50

(2) Four Year Summary of Assets and Earnings of the Group and the Insurance Holding Company
a. The Group’s summary of assets and earnings(Yen in millions)(Fiscal year)
2017
2018
2019
2020
Ordinary income
5,399,115
5,476,720
5,465,432
5,461,195
Ordinary profit
344,939
416,330
363,945
266,735
Net income attributable to284,183
274,579
259,763
161,801
owners of the parent
Comprehensive income
500,528
42,871
2,737
465,071
Net assets
3,835,536
3,603,741
3,426,675
3,722,780
Total assets
22,929,935 22,531,402 25,253,966 25,765,368
Note: Major reason for decrease of comprehensive income in this fiscal year was increase 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)
2017
2018
2019
2020
Operating income
227,510
299,837
207,867
189,917
Dividends received
214,446
280,386
183,163
168,245
Insurance subsidiary
211,789
277,624
180,386
164,658
companies, etc.
Other subsidiary
2,657
2,762
2,776
3,587
companies, etc.
Net income
203,486
278,374
185,892
169,204
Net income per share of common
274.12388.30264.59242.75
share
yen
yen
yen
yen
Total assets
2,401,883
2,409,066
2,389,910
2,373,229
Share of insurance subsidiary
2,308,610
2,313,910
2,316,646
2,303,410
companies, etc.
Share of other subsidiary
24,91021,963
19,317
19,246companies, etc.

51

(3) The Group’s Principal Offices (As of March 31, 2021)
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. Subsidiary companies, etc.
Business
Company
Office namesegment
nameDomestic
Tokio Marine Head Officeproperty& Nichido
andcasualty
insurance
Nisshin Fire
Head Office& Marine

Domestic
life
insurance

Tokio Marine& Nichido
Life

Head Office

Overseas
insurance

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

Head OfficeFinancialand other

Head Office

Location
2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan
3,
Kandasurugadai
2-chome,
Chiyoda-ku,
Tokyo, Japan
2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan
Bala Cynwyd,
Pennsylvania,
U.S.A.
Wilmington,
Delaware,
U.S.A.
Wilmington,
Delaware,
U.S.A.

Head Office

Head OfficeWilmington,
Delaware,
U.S.A.
London, U.K.

Head Office

Head Office

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

Notes: 1. This table sets forth major subsidiary companies, 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.

52

Established
as ofMarch 20,
1944

June 10,1908

August 6,
1996

July 6,1981

May 27,
1987
March 27,
1991

January 5,
2006
July 11,1994
December9, 1985

(4) The Group’s Employees
Business segment

As of March 31,
2020

As of March 31,
2021

20,397

20,540

143

2.258

2,244

△14

15,814
2,632
41,101

17,811
2,662
43,257

1,997
30
2,156

Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

Increase/Decrease(5) The Group’s Principal Lenders (As of March 31, 2021)
None.
(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

Amount (Yen in millions)
62,014
5,021
51,724
985
119,746

Notes: 1. “Amount” means the aggregate amount of investment in facilities for this fiscal year.
2.Yen amounts include certain capital expenditures in other currencies which were converted into yen basedon exchange rates as of the end of December 2020.
3. From the current fiscal year, the amount of capital investment related to software is included.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiary Companies, etc. (As of March 31, 2021)
a. Parent company
None.
b. Major subsidiary companies, etc.

53

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%-

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

Small-amountshort-term
insurance

Sep. 1, 2003

895

100.0%-

Tokio Marine AssetManagement Co., Ltd.

Tokyo,
Japan

Investment
management andInvestment trusts

Dec. 9, 1985

2,000

100.0%-

Tokio Marine North
America, Inc.

Wilmington,
Delaware,
U.S.A

Holding company

June 29, 20110

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

Holding company

July 6, 19810

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

Wilmington,
Delaware,
U.S.A.

Holding company

May 27, 19870

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

Holding company

Mar. 27, 1991

0

100.0%(100.0)-Privilege Underwriters,
Inc.

Holding company

Jan 5, 20060

100.0%(100.0)-Wilmington,
Delaware,
U.S.A.

54

Tokio Marine Kiln Group London,
LimitedU.K.

Holding company

July 11, 1994

153

100.0%(100.0)-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company

Mar. 12, 1992

141,936

100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

2,961

85.7%
(85.7)-IFFCO-Tokio General
Insurance Co. Ltd.

New Delhi,
India

Property andcasualty
insurance

Sep. 8, 2000

4,148

49.0%
(49.0)-

Tokio Marine Seguradora
S.A.

Sao Paulo,
BrazilProperty andcasualty insurance

June 23, 1937

43,94898.5%(98.5)-

Notes: 1. This table sets forth major subsidiary companies, etc.
2. Due to the review of materiality standards, the 18 subsidiaries and others listed in this table for theprevious fiscal year are not listed.
3. With regard to the amounts of capital of the company that holds capital in foreign currency, the amountsof capital shown above have been converted to yen based on the currency exchange rate on the closing
date of the fiscal year of the Company.
4. Figures in brackets shown under the Company’s voting rights reflect the ratio of voting rights indirectly
held by the Company.

(9) The Group’s Acquisition and Transfer of BusinessNone.
(10) Other Important Matters Concerning the Current State of the Group
None.

55

2.Matters Concerning Directors and Audit & Supervisory Board Members(1)Directors and Audit & Supervisory Board Members (As of March 31, 2021)
Name

Major concurrent posts

Position and responsibilities

Tsuyoshi Nagano

Chairman of the Board

Director (Outside Director) of Seiko Holdings
Corporation

Satoru Komiya

Representative Director andPresident & Chief Executive
Officer

Chairman of the Board of Tokio Marine & Nichido

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

Akira Harashima

Representative Director andExecutive Vice President

Executive Vice President of Tokio Marine &NichidoGroup CFO (Group Chief
Financial Officer)
In charge of Corporate
Planning Dept.
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 except TMHCC
and Pure)

Tadashi Handa

Senior Managing Director

Senior Managing Director of Tokio Marine &NichidoGroup CSSO (Group Chief
Strategy and Synergy
Officer)
Kenji Okada

Managing Director

Managing Director of Tokio Marine & Nichido

Group CLCO (Group Chief
Legal and Compliance
Officer)Group CRO (Group Chief
Risk Officer)
In charge of Legal &Compliance Dept., Risk

56

Management Dept. andInternal Audit Dept.
Yoshinari EndoManaging Director

Managing Director of Tokio Marine & Nichido

Group CIO (Group Chief
Investment Officer)
In charge of Financial
Planning Dept. andCorporate Accounting Dept.
Shinichi Hirose

Director

President & Chief Executive Officer of Tokio
Marine & Nichido
Chairman of the General Insurance Association ofJapan

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

Masako Egawa

Director(outside director)

Professor, Graduate School of Business
Administration, Hitotsubashi University
Director of MITSUI & CO., LTD. (outside
director)
Director of Mitsui Fudosan Co., Ltd. (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)

Nobuhiro Endo

Director(outside director)

Chairman of the Board of NEC Corporation
Director of Sumitomo Dainippon Pharma Co., Ltd.
(outside director)
Director of Japan Exchange Group, Inc. (outside
director)
Vice Chairman of Japan Association of Corporate
Executives

Shinya Katanozaka

Director(outside director)

President & Chief Executive Officer, Representative
Director of ANA HOLDINGS INC.
Chairman of ALL NIPPON AIRWAYS CO., LTD.
Vice Chairman of Japan Business Federation(Keidanren)

57

Shozo Mori

Audit & Supervisory Board
Member (full-time)-

Hirokazu Fujita

Audit & Supervisory Board
Member (full-time)-

Akinari Horii

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

Director and Special Advisor of The Canon Institutefor Global Studies

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)

Takashi Ito

Audit & Supervisory Board
Member (full-time)-

Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside directors andoutside 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, Ms. Masako Egawa, Mr. Takashi Mitachi, Mr. Nobuhiro Endo, Mr. Shinya
Katanozaka, Mr. Akinari Horii, Mr. Akihiro Wani and Ms. Nana Otsuki are “independent
directors/auditors” as specified by the Tokyo Stock Exchange, Inc.
3. Rakuten, Inc., where Mr. Takashi Mitachi serves as outside director, changed its company name to
Rakuten Group, Inc., effective on April 1, 2021.
4. Mr. Hirokazu Fujita has experience as a director in charge of our Financial Planning Department andCorporate Accounting Department and has considerable knowledge of finance and accounting.
5. Mr. Akinari Horii has many years of experience in his roles at the Bank of Japan as an executive or
regular employee and has extensive insight regarding finance and accounting matters.
6. 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 and accounting matters.
7. Ms. Nana Otsuki has many years of experience as an analyst in financial institutions and has extensive
insight regarding finance and accounting matters. Also, she was appointed as Expert Director, Chief
Analyst of Monex,Inc. on April 1, 2021.
8. Mr. Takashi Ito resigned from his position of Audit & Supervisory Board Member (full-time) on June 29,
2020.

58

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

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

Number of
persons toreceiveremuneration,etc.

509 million
yen

308 million
yen

92 million
yen

109 millionyen

15 persons

Directors(excluding
OutsideDirectors)
OutsideDirectors

433 million
yen

242 million
yen

92 million
yen

98 millionyen

10 persons

76 million
yen

65 million
yen―

10 million yen

5 personsAudit &
Supervisory
Board
Members

121 millionyen

121 million
yen

―

―

6 personsAudit &
Supervisor
y BoardMembers(excluding
OutsideAudit &
Supervisor
y BoardMembers)
OutsideAudit &
Supervisor
y BoardMembers

72 million
yen

72 million
yen

―

―

3 persons

49 millionyen

49 million
yen

―

―

3 persons631 million
yen

429 million
yen

92 million
yen

109 millionyen

21 persons

Total

Notes: 1. “Number of persons to receive remuneration, etc.” includes 2 directors who are not outside directors and1 audit & supervisory board member who is not outside audit & supervisory board member, who
resigned from these positions from the close of the 18th ordinary general meeting of shareholders heldon June 29, 2020.
2. “Total amount of remuneration, etc.” and “Total amount of remuneration, etc. by type” include theamounts paid to 2 directors and 1 audit & supervisory board member referred to in Note 1 above.

59

b. Composition of remuneration, etc.
The composition of remuneration etc. for fiscal year 2020 is as follows.

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

April 2018
~ March2019

Adjusted net income

60%

Adjusted ROE
Improvement in
expected ROR
Adjusted net income

30%
10%

April 2019
~ March2020

Composition
Ratio

60%

60

TargetResult396.0
billion
yen9
9.6%
100%

280.9
billion yen

400.0
billionyen

286.7
billion yen

Period for
payment of thecorresponding
performancelinked
compensation
July 2019 ~June 2020

7.2%
105.2%
July 2020 ~June 2021

Adjusted ROE
Improvement in
expected ROR

30%
10%

10.4%
100%

8.2%
106.4%

Notes: 1. Adjusted net income and adjusted ROE are management indicators of groupwide performance, ascalculated to include certain adjustments to financial accounting indicators, for purposes such as
promoting improvements in transparency as viewed from the market perspective.
2. Improvement in expected return on risk (ROR) is an indicator that expresses the year-on-year ratio of
improvement in the ROR in the plan for a given fiscal year. This indicator is derived by dividing the ROR
in the plan for the current fiscal year by the ROR in the plan for the previous fiscal year, and converting
the figure obtained into a percentage. The ROR in the plan for a given fiscal year is set in accordancewith the business environment and other factors.
3. Certain changes are made to the indicators used for calculating the performance-linked compensation of
Directors responsible for the international insurance business in order to reflect the result of this business.

d. Share compensation-type share options
The Company will introduce share compensation with a view to encouraging Directors to fulfill theiraccountability responsibilities through sharing the returns from share price movements withshareholders. The Company has allotted share acquisition rights as share compensation-type shareoptions. The main contents are as follows.
Allotment of share acquisition rights
Upon allotment of share acquisition rights, theCompany plans to grant directors remuneration
claims in amounts equal to the amount payablefor the share acquisition rights, and the rights
to demand payment of payable amounts and the
remuneration claims will set off each other.
Class and number of shares to be issued upon
The maximum total number of shares to be
exercise of the share acquisition rights
issued upon exercise of the share acquisitionrights allotted within one year from the date of
the ordinary general meeting of shareholders
for each fiscal year shall be 50,000 commonshares (including 5,000 common shares foroutside directors).
The number of shares to be issued upon
exercise of each share acquisition right shall be
100. If the number of shares constituting one
unit is revised, however, the number of shares
to be issued upon exercise of each shareacquisition right shall be the revised number ofshares constituting one unit.
Value of the property to be contributed upon
The value of the property to be contributed
exercise of the share acquisition rights
upon exercise of each share acquisition rightshall be the amount obtained by multiplying theamount payable for any one share issued upon61

Other conditions for the exercise of the shareacquisition rights

exercise of the share acquisition rights, whichshall be 1 yen, by the number of shares to beissued upon exercise of each share acquisitionright.
As a general rule, any individual who has beenallotted share acquisition rights may continue
to exercise such rights after losing his or her
position as a director, audit & supervisoryboard member or executive officer of theCompany, and other conditions for the exerciseof the share acquisition rights shall be decided
by the Board of Directors of the Company.

e. Matters concerning resolutions by General Meetings of Shareholders on remuneration, etc. for
Directors and Audit & Supervisory Board Members
Number ofContent of remuneration, etc.
Date ofeligibleshareholders
persons
meeting
approval
Directors
Total monthly amountUp to 75 million June 24, 2019
12
yen
(4)
(Up to 7.5
million yen)
Up to 210 June 24, 2019
Share
Total amount12
million yen
compensation- per year(4)
(Up to 21
type shareoptions
million yen)
Maximum of
500 rights June 29, 201510
total number of(50 rights)(3)rights (*4)
Audit &
Total monthly amountUp to 12 million
June 27, 2011
5
Supervisory
yen
Board
Members
Notes: 1. “Number of eligible persons” is the number at the close of the general meeting of shareholders at which
the content of remuneration, etc. was approved.
2. The bracketed texts set forth the content of remunerations, etc. for outside directors and the number of
eligible persons who are outside directors.
3. The number of shares underlying each share acquisition right is 100 shares.
4. This is the maximum of total number of share acquisition rights that can be allotted to directors within
one year from the date of the ordinary general meeting of shareholders for each fiscal year.

f. Method for determining remuneration, etc. for each individual Director and Audit & Supervisory62

Board Member
The Board of Directors has determined the compensation system, level of compensation, evaluation ofindividual performance (distribution) and company performance based on the report from theCompensation Committee (whose chairman is an outside director and the majority of the Committee
members are outside directors).
In order to enable agile operation within a framework that ensures transparency, fairness, and objectivity,
the Board of Directors delegated to the President & CEO (Satoru Komiya) the authority to specificallydetermine the remuneration, etc. for each Director, within the framework approved by the general
meeting of shareholders and subject to the above-mentioned resolution of the Board of Directors. Note,
the Company intends that the remuneration, etc. to be paid from July 2021 onward to each individual
director will be determined by the Board of Directors; the authority for making these determinations will
not be delegated to any of the directors or other third parties.
The remuneration, etc. for each individual Audit & Supervisory Board Member, was determined within
the limits approved by the general meeting of shareholders, through discussions by the Audit &Supervisory Board Members pursuant to Article 387, Paragraph 2 of the Companies Act.
g. Policy on determination of remuneration for Directors and Audit & Supervisory Board Members
The Board of Directors has determined the policy for determining the content of remuneration, etc. foreach individual Director and Audit & Supervisory Board Member as follows, based on the content of thereport by the Compensation Committee, an advisory body to the Board of Directors.
The determination of the remuneration, etc. to be paid in and after July 2021 shall be based on the policy
below. The Company’s basic policy is to ensure “transparency,” “fairness,” and “objectivity”. Regarding
also the determination of the remuneration, etc. for the period up to and including June 2021, theCompany’s basic policy is to ensure “transparency,” “fairness,” and “objectivity,” and since the contentsof the remuneration, etc. for each individual Director and Audit & Supervisory Board Member for fiscal
year 2020 have also been determined through the procedures described above in “(f) Method for
determining remuneration, etc. for each individual Director and Audit & Supervisory Board Member,”
we conclude that they are in line with the policy for determining remunerations for the fiscal year, whichis to ensure transparency, fairness, and objectivity.
(Policy on determination of remuneration for Directors and Audit & Supervisory Board Members)
1. The Company shall ensure “transparency,” “fairness,” and “objectivity” when determining compensation
for Directors and Audit & Supervisory Board Members.
2. The following structure shall apply to compensation for Directors and Audit & Supervisory Board
Members.
Applicable
Fixed compensation
Performance-linked
Share compensation
personnel
compensation〇〇〇
Directors (Full-Time)〇〇―
Outside Directors,
Directors (Part-Time)〇――
Audit & Supervisory
Board Members*With respect to the composition ratios of each type of compensation within the base amount of63

compensation for Directors, in principle, the higher their positions, the greater the ratios of performancelinked compensation and share compensation.
3. The purpose of each type of compensation is as described below.
Compensation type
Purpose
Performance-linked
Performance-linked compensation reflects the performance of ancompensation
organization or an individual against the predetermined company andindividual targets and is introduced to strengthen individuals’
incentives to raise the Company’s corporate value.
Share compensation
Share compensation is linked to the Company’s share price and isintroduced to encourage the recipients to fulfill their accountability toshareholders by sharing returns on the Company’s shares with them.
4. The Board of Directors shall set the level of compensation according to the responsibilities of each Director,
after setting the standard amount for each position held by Directors taking into consideration factors suchas the business performance of the Company and the level of compensation in other companies.
5. Of the different types of compensation for Directors, fixed compensation and performance-linked
compensation shall be paid monthly, while share compensation shall be delivered upon resignation.
6. The Board of Directors shall determine the contents of compensation to individual Directors and otherimportant matters concerning compensation to Directors and Audit & Supervisory Board Members.
Decisions on any matter requiring consultations with the Compensation Committee shall be made after
obtaining opinions of the said Committee.

(3) Liability Limitation Agreements and Indemnity Agreementsa. Liability limitation agreements
Name

Outline of the contract to limit liability

Akio Mimura (outside director)
Masako Egawa (outside director)
Takashi Mitachi (outside director)
Endo Nobihiro (outside director)
Shinya Katanozaka (outside director)
Akinari Horii (outside audit & supervisoryboard member)
Akihiro Wani (outside audit & supervisoryboard member)
Nana Otsuki (outside audit & supervisoryboard member)

In accordance with the provisions of Article 427,
paragraph 1 of the Companies Act of Japan, the Company
has entered into an agreement with the persons listed inthis table to limit their liability provided for in Article 423,
paragraph 1 of the Companies Act of Japan. The limitationof liability under the agreement is the higher of either 10
million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan.

b. Indemnity agreements
None.
(4) Directors and Officers Liability Insurance
Scope of insured persons

Outline of the contents of directors and officers

64Directors, Audit & Supervisory Board Members
and Executive Officers of the Company and apart of our domestic subsidiaries

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

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Posts (As of March 31, 2021)
The other posts of outside directors and outside audit & supervisory board members are as describedabove in “2. Matters Concerning Directors and Audit & Supervisory Board Members (1) Directors andAudit & Supervisory Board Members”.
Of the entities at which outside directors and outside audit & supervisory board members have otherposts, Japan Post Holdings Co., Ltd., where Mr. Akio Mimura serves as outside director, has a subsidiary
operating in the life insurance industry. Rakuten, Inc., where Mr. Takashi Mitachi serves as outside
director, has subsidiaries operating in the property and casualty insurance industry and the life insurance
industry.
The Company also has subsidiaries operating in the property and casualty insurance industry and the life
insurance industry, and its business domain overlaps with those of both companies indicated above.
(2) Principal Activities
Current term
Name
in officeAkio Mimura(outside director)

10 years and9 months

Attendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

Attended 10 of the 11 boardof directors' meetings held
during fiscal year 2020.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight as a specialist in business
management acquired throughmany years of experience in a
management role. In addition, as
the chair of the Nomination
Committee and the Compensation
Committee, he has also contributed
to the fulfillment of supervisory
functions through nominations,performance evaluations and65

establishment of appropriatecompensation system of directors
etc.
Masako Egawa(outside director)

Takashi Mitachi(outside director)

Nobuhiro Endo(outside director)

5 years and 9 Attended all 11 board ofmonthsdirectors' meetings held
during fiscal year 2020.

She has fulfilled her supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on her
insight into corporate management
acquired through many years ofexperience in financial institutions,involvement in academic activities
related to corporate governance andexperience at The University ofTokyo as an Executive Vice
President. In addition, as a memberof the Nomination Committee andthe Compensation Committee, she
has also contributed to thefulfillment of supervisory functions
through nominations, performance
evaluations and establishment ofappropriate compensation systemof directors etc.

3 year and 9monthsAttended all 11 board of
directors' meetings held
during fiscal year 2020.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight as a specialist in business
management acquired throughmany years of experience in a
consulting firm and a managementrole. In addition, as a member of
the Nomination Committee and theCompensation Committee, he has
also contributed to the fulfillmentof supervisory functions throughnominations, performance
evaluations and establishment ofappropriate compensation systemof directors etc.

1 year and 9monthsAttended all 11 board of
directors' meetings held
during fiscal year 2020.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight as a specialist in business
management acquired throughmany years of experience in a
management role. In addition, as a66

member of the Nomination
Committee and the Compensation
Committee, he has also contributed
to the fulfillment of supervisory
functions through nominations,performance evaluations andestablishment of appropriatecompensation system of directors
etc.
Shinya Katanozaka(outside director)

9 months

After his appointment as adirector, he attended 8 of
the 9 board of directors
meetings held during fiscal
year 2020.

He has fulfilled his supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on his
insight as a specialist in business
management acquired throughmany years of experience in a
management role. In addition, as amember of the Nomination
Committee and the Compensation
Committee, he has also contributed
to the fulfillment of supervisory
functions through nominations,performance evaluations andestablishment of appropriatecompensation system of directors
etc.

Akinari Horii

9 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2020.

He has fulfilled his audit functions
by presenting inquiries andremarks, based on his insightacquired through many years ofexperience in his role as an executive
or a regular employee of the Bank ofJapan.

6 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2020.

He has fulfilled his audit functions
by presenting inquiries andremarks, based on his insightacquired through many years ofexperience in his role as an attorneyat-law.

(outside audit &supervisory board
member)Akihiro Wani(outside audit &supervisory board
member)67

Nana Otsuki(outside audit &supervisory board
member)2 year and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2020.

She has fulfilled her audit functions
by presenting inquiries andremarks, based on her insight as a
specialist in business management
acquired through many years ofexperience as an analyst in financial
institutions.

Notes: 1. Current term in office is the length of the term held as of March 31, 2021.
2. Description in the "Attendance of board meetings etc." and "Major activities including the remarks madeat board meetings etc." includes attendance of audit & supervisory board meetings and major activities
including the remarks made at audit & supervisory board meetings of outside audit & supervisory board
members.
3. All 11board of directors' meetings held during fiscal year 2020 were ordinary meetings. All 11 audit &supervisory board meetings held during fiscal year 2020 were ordinary meetings.

(3) Remuneration, etc.

Total amount of
remuneration,

Number of persons toreceive remuneration,etc.

Remuneration, etc.
received from theinsurance holding
company (theCompany)

Remuneration, etc. received fromthe parent company, etc. of theinsurance holding company (theCompany)

8 persons

125 million yen

-

etc.

(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, 2021)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 697,500 thousand shares (including 4,226 thousand treasury
shares)(2) Total Number of Shareholders (As of March 31, 2021)
102,097(Composition ratio by type of shareholders)

Financial institutions:
Financial instruments firms:
Other domestic companies:
Foreign companies:
Individuals and others:
Treasury shares:

40.8%
6.2%
6.5%
32.8%
13.0%
0.6%

68

(3) Major Shareholders (As of March 31, 2021)
Capital contribution
to the Company
Shareholders
Number ofshares held

Ratio ofshares held

thousand shares%

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

72,177

10.4

Custody Bank of Japan, Ltd. (Trust Account)

47,842

6.9

Meiji Yasuda Life Insurance Company

14,9902.2

Barclays Securities Japan Limited

12,591

1.8

Custody Bank of Japan, Ltd. (Trust Account 7)

12,081

1.7

SSBTC CLIENT OMNIBUS ACCOUNT

11,355

1.6

State Street Bank West Client - Treaty 505234

10,085

1.5

Custody Bank of Japan, Ltd. (Trust Account 5)

10,024

1.4

Tokai Nichido Employee Stock Ownership Plan

9,962

1.4

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

9,632

1.4

Notes: 1. 9,632 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 4,226 thousand treasury shares held by the Company.

(4) Common Shares Allotted to Directors and Audit and Supervisory Board Members during the Fiscal
Year
None.
5. Matters Concerning Share Acquisition Rights
The following table sets forth the status and outlines of the share acquisition rights issued by the Company todirectors, audit & supervisory board members, and executive officers of Tokio Marine Holdings and its major
subsidiaries (collectively, “Company Officers, etc.”) as remuneration for the performance of their respective duties asof March 31, 2021:
Number ofshareacquisitionrights (as ofMarch 31,2021)

Class andnumber ofsharesunderlying
shareacquisitionrights (as ofMarch 31,2021)

Amountpayable atissuance

69

Amount to be
paid upon
exercise ofshareacquisitionrightsExerciseperiodJuly 2007
Share
Acquisition
RightsAugust 2008
Share
Acquisition
RightsJuly 2009
Share
Acquisition
RightsJuly 2010
Share
Acquisition
RightsJuly 2011
Share
Acquisition
RightsJuly 2012
Share
Acquisition
RightsJuly 2013
Share
Acquisition
RightsJuly 2014
Share
Acquisition
RightsJuly 2015
Share
Acquisition
RightsJuly 2016
Share
Acquisition
RightsJuly 2017
Share
Acquisition
RightsJuly 2018
Share
Acquisition
RightsJuly 2019
Share
Acquisition
RightsJuly 2020
Share
Acquisition
Rights3300
commonshares491,700 yen

3300
commonshares353,300 yen

6600
commonshares237,600 yen

14

1,400
commonshares234,400 yen

66

6,600
commonshares219,500 yen

97

9,700
commonShares181,900 yen

121

12,100commonShares332,600 yen

261

26,100commonShares

310,800 yen

346

34,600commonShares500,800 yen

567

56,700commonshares337,700 yen

611

61,100commonshares455,100 yen

879

87,900commonshares500,700 yen

1,253

125,300
commonshares523,700 yen

1,435

143,500
commonshares430,300 yen

70

1 yen pershare

30 years fromthe allotmentof the shareacquisitionrights1 yen pershare

30 years fromthe allotmentof the shareacquisitionrightsNotes: 1. All share acquisition rights are issued by the Company pursuant to a stock-linked compensation plan.
2. The share acquisition rights set forth in the table above are, pursuant to Article 238, Paragraph 1 andParagraph 2 of the Companies Act and Article 240 of the same Act, issued to the Company Officers, etc.
by set-off against monetary remuneration claims that are consideration for execution of duties at therespective company.
3. Company Officers, etc. that are holders of share acquisition rights may only exercise share acquisitionrights after he/she has resigned from his/her position as a director, audit & supervisory board member, or
executive officer of the respective entity.

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

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

Outside Directors
Number of
persons
holdingshareacquisitionrights1 person

Number ofshareacquisitionrightsAudit & Supervisory
Board Members
Number of
Number of
persons
shareholdingacquisition
sharerightsacquisitionrights-July 2010
Share
Acquisition
Rights7700
commonsharesJuly 2011
Share
Acquisition
Rights46

4,600
commonshares1 person39

1 person

7--

July 2012
Share
Acquisition
Rights81

8,100
commonshares1 person55

1 person9

1 person

17

July 2013
Share
Acquisition
Rights57

5,700
commonshares1 person40

1 person7

1 person

10

July 2014
Share
Acquisition
Rights48

4,800
commonshares1 person34

1 person6

1 person

8

July 2015
Share
Acquisition
Rights99

9,900
commonshares2 persons83

2 persons8

1 person

8

July 2016
Share
Acquisition
Rights117

11,700commonshares2 persons96

2 persons

12

1 person

9

July 2017
Share
Acquisition
Rights106

10,600commonshares2 persons78

3 persons15

1 person

13

July 2018
Share
Acquisition
Rights122

12,200commonshares3 persons96

3 persons15

1 person

11

July 2019
Share
Acquisition
Rights224

22,400commonshares6 persons194

4 persons20

1 person

10

71

7

246

July 2020
Share
Acquisition
Rights

24,600commonshares8 persons221

5 persons

25

-

-

Note: As of March 31, 2021, the directors and audit & supervisory board members of the Company have been allotted thenumber of share acquisition rights to settle their monetary remuneration claims accrued as consideration for theirservice in the respective companies set forth in this table. The directors and audit & supervisory board members of theCompany who were also executive officers of the Company or directors or executive officers of the Company's major
subsidiaries at the time of the issuance of the share acquisition rights have been allotted the number of shareacquisition rights set forth below in their capacity as directors or executive officers of these companies.
The July 2011 Share Acquisition Rights:
6
The July 2014 Share Acquisition Rights: 24
The July 2015 Share Acquisition Rights: 55
The July 2016 Share Acquisition Rights: 20
The July 2017 Share Acquisition Rights: 47
The July 2018 Share Acquisition Rights: 81
The July 2019 Share Acquisition Rights: 105
The July 2020 Share Acquisition Rights: 99(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
acquisitionrights
12 persons

Number ofshareacquisitionrightsNumber of
persons
allotted shareacquisitionrightsNumber ofshareacquisitionrightsJuly 2020
109,000200
63 persons
890
1,090
Share
commonAcquisition
sharesRightsNote: The number of employees' share acquisition rights described in the above table includes the number of shareacquisition rights allotted to the employees of the Company who were also directors or executive officers of theCompany's major subsidiaries at the time of the issuance of such share acquisition rights to settle their monetary
remuneration claims accrued as consideration for their service in the respective companies. "Employees" in the abovetable 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, etc. for fiscal year 2020

Other matters

147 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

Masahiko Nara
Takaki Suzuki

72

Yuko Harada

to International Financial ReportingStandards (IFRS), etc.

Notes: 1. The Audit & Supervisory Board of the Company has conducted necessary verification on the propernessof the auditor’s audit plan, the performance of the audit and the grounds for the auditor’s estimate of
remuneration, etc. and has consented to the amount of the auditor’s remuneration, etc. as set forth inparagraph 1, Article 399 of Companies Act of Japan.
2. The audit engagement letter entered into between the Company and the independent auditor does notclearly distinguish between the remuneration, etc. for audit services required by the Companies Act ofJapan and the remuneration, etc. for a part of audit services required by the Financial Instruments andExchange Act of Japan for these services are practically inseparable.
3. The total amount of cash and other financial benefits payable to the independent auditor by the Company
and its subsidiaries is 963 million yen.

(2) Liability Limitation Agreements and Indemnity Agreements
None.
(3) Other Matters Concerning the Independent Auditor
a. Policy regarding dismissals or decisions not to reappoint an independent auditor
The Company has adopted a policy regarding decisions on dismissing or not reappointing an independent
auditor as described below.
The Audit & Supervisory Board shall dismiss an independent auditor if the independent auditor isdeemed to fall under any of the items of Article 340, paragraph 1 of the Companies Act of Japan, basedon the consent of all of the Audit & Supervisory Board members. The Audit & Supervisory Board
comprehensively evaluates the professional knowledge, audit ability, audit quality, independence fromthe 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 qualification of an independent auditor or otherwise considers it appropriate to dismiss or not
reappoint the independent auditor, the Audit & Supervisory Board shall, by resolution, submit to thegeneral 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 conductedby 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 themember firms of PricewaterhouseCoopers which is affiliated with PricewaterhouseCoopers Aarata LLC.

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

8. System to Assure Appropriate Business Operations(1) Overview of the Resolution on Establishment of a System to Assure Appropriate Business73

Operations
The Company has formulated its “Basic Policies for Internal Controls” below pursuant to the Companies
Act and the Ordinance for Enforcement of the Companies Act, and established a system to ensure
appropriate business operations (internal control system).
1. System for ensuring proper operations within the Tokio Marine Group (the "Group")(1)Based on the Tokio Marine Group corporate philosophy, the Company, as the holding company
controlling the businesses of the Group, by establishing both the Group's basic policies for theadministration of Group companies and a system of reporting to the Board of Directors, shall
implement the Company's management system for all Group companies.
a. The Company shall administer the business of Group companies under its direct management("Managed Companies") by concluding business management agreements with them and throughother means.
(a) The Company shall provide Managed Companies with the Group's basic policies that form thefundamentals of the Group's management strategies and the Company's management.
(b)Business strategies, business projects and other important plans by Managed Companies shall be
subject to the Company's prior approval.
(c) Managed Companies shall report to the Company their initiatives based on the Group's basic policies
and the progress of their business plans.
b. The business management of Group companies other than Managed Companies shall, in principle, bemade through Managed Companies.
(2)The Company shall establish the Group’s basic policy for capital allocation and implement systems
for operating the capital allocation program.
(3)The Company shall establish the Group's basic policy for accounting, understand its consolidated
financial position and the Group companies' financial positions, and implement systems for obtaining
approval from, and submitting reports to, shareholders and supervisory organizations and submitting
tax returns to authorities in a proper manner.
(4)The Company shall establish the Group's basic policy for internal controls over financial reportingand implement systems for ensuring the appropriateness and reliability of financial reporting.
(5)The Company shall establish the Group's basic policy for disclosure and implement systems fordisclosing information on corporate activities in a timely and proper manner.
(6)The Company shall establish the Group's basic policy for IT governance and implement systems forachieving IT governance.
(7)The Company shall establish the Group's basic policy for personnel matters with a view to enhancing
productivity and corporate value through comprehensive efforts to enhance employees' satisfaction
and pride in their work and promoting fair and transparent personnel management linked with proper
performance evaluation.
2. System for ensuring the execution of professional duties in accordance with applicable laws,
regulations and the Articles of Incorporation(1)The Company shall establish the Group's basic policy for compliance and implement compliancesystems.
a. The Company shall establish a department supervising compliance.
b. The Company shall formulate the Group’s code of conduct and ensure that all directors and74

employees of the Group respect such code of conduct and give top priority to compliance in all phasesof the Group's business activities.
c. The Company shall have Managed Companies prepare compliance manuals and widely promotecompliance within the Group by means of training on laws, regulations, internal rules and othermatters that all directors and employees of the Group must respect.
d. The Company shall establish reporting rules in the event of a violation of laws, regulations or internal
rules within any of the Managed Companies and, in addition to usual reporting routes, set up hotlines(internal whistle-blower systems) to an internal and external organization and keep all directors andemployees of the Group well informed as to the use of the systems.
(2)The Company shall establish an internal audit department separate and independent of otherdepartments, establish the Group's basic policy for internal audits of the Group and implement
systems for efficient and effective internal audits within the Company and Group companies.
3. System for risk management(1)The Company shall establish the Group's basic policy for risk management and implement risk
management systems.
a. The Company shall establish a department supervising risk management.
b. The Company shall perform risk management by following the basic processes of risk identification,
evaluation and control, contingency planning and assessment of outcomes through risk monitoring
and reporting.
c. The Company shall have each of the Managed Companies perform risk management appropriate to its
types of business and its risk characteristics.
(2)The Company shall establish the Group's basic policy for integrated risk management and perform
quantitative risk management across the entire Group to maintain credit ratings and prevent
bankruptcies.
(3)The Company shall establish the Group's basic policy for crisis management and implement 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 an appropriateorganizational structure for achieving its business purposes in order to realize efficient execution ofoperations through a proper division of responsibilities and a chain of command.
(3)The Company shall formulate rules for and establish a "Management Meeting," composed of
directors, executive officers and other relevant persons, that shall discuss and report on importantmanagement issues.
(4)The Company shall establish an “Internal Control Committee” that shall formulate various basic
policies and other measures concerning the Group's internal control systems, evaluate their progress,
discuss how to improve them, and promote their implementation.
(5)The Company shall establish systems for ensuring efficient execution of professional duties at theGroup companies as well as the Company in addition to the above (1) to (4).
5. System for preserving and managing information concerning the execution of directors' duties
The Company shall establish rules for the preservation of documents and other materials. The minutesof important meetings and documents containing material information regarding the execution of75

duties by the directors and the executive officers shall be preserved and managed appropriately inaccordance 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 direct control of
the Audit & Supervisory Board members for the purpose of supporting them in the performance of
their duties. Upon request of the Audit & Supervisory Board members, the Company shall assign fulltime employees having sufficient knowledge and ability to support 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 for proceeding with audits, and such
employees shall have the right to collect information necessary for audit purposes.
(3)Performance evaluations, personnel transfers and disciplinary action concerning such employees shallbe made with the approval of the full-time members of the Audit & Supervisory Board.
7. System of reporting to the Audit & Supervisory Board(1)Directors and employees shall regularly report to the Audit & Supervisory Board on management,
financial condition, compliance, risk management, internal audits and other matters. In the event thatthey detect a material violation of laws, regulations or internal rules concerning the execution ofoperations of the Company or a Group company or a fact likely to cause significant damage to theCompany or the Group, they shall immediately report thereof to the Audit & Supervisory Board.
(2)The Company shall establish a system to ensure that the Audit & Supervisory Board members shall be
notified by directors and employees or those who receive reports from them, in the event that theydetect a material violation of laws, regulations or internal rules concerning the execution ofoperations of the Company or a Group company, or a fact likely to cause considerable damage to theCompany or the Group.
(3)The Company shall establish systems necessary to ensure that directors and employees who report thematters described in the preceding paragraph to the Audit & Supervisory Board, shall not be given
any disadvantageous treatment as a result.
(4)Directors and employees shall regularly report to the Audit & Supervisory Board on matters such as
how the hotlines (the internal whistle-blower system) are used and reports and consultations made.
8. Other systems for ensuring effective audits by the Audit & Supervisory Board members(1)The Audit & Supervisory Board members shall attend meetings of the Board of Directors, have theright to attend Management Meetings and other important meetings and committees, and express theiropinions.
(2)The Audit & Supervisory Board members shall have the right to inspect at any time the minutes ofimportant meetings and other important documents relating to decisions approved by directors andexecutive officers.
(3)Directors and employees shall, at any time upon the request of the Audit & Supervisory Board
members, explain matters concerning the execution of their duties.
(4)The Internal Audit Department shall strengthen its coordination with the Audit & Supervisory Board
members by assisting in the audit process and through other means.
(5)The Company shall pay all the expenses and fees incurred in the execution of duties by the Audit &Supervisory Board members, except to the extent that the Company proves that such expenses are notnecessary.

76

9. Amendment and Repeal
This Policy may be amended or repealed by the Board of Directors of the Company. Notwithstanding theforegoing, the General Manager of the Corporate Planning Department may approve minor amendments to
the Policy.

Amended April 1, 2021
(Note) Board of directors' meetings held on December 22, 2020 resolved to amend the Company's Basic
Policies for Internal Controls effective on April 1, 2021, as stated above.

(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 accordance with 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 whileraising 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 this fiscal year, we conducted deliberations with external experts
and confirmed that there are no significant deficiencies in internal control across the whole Group.

b. Efforts related to Management Control of Group Companies
The Company has formulated various basic policies that the Group is required to comply with in order toensure proper Group operations and to ensure compliance with laws, regulations and the Articles ofIncorporation of the Company. The Company also reviews the policies each year to determine whether
any new policies or revisions to existing policies are necessary and the Company has revised a part ofsuch 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 theCompany is required are identified. In accordance with these policies, the Company 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 through training and othermethods and responding to reports. In addition, the Group installed a hotline that can handle internal77

reports in multiple languages from Japan and abroad.
In order to continuously enhance the compliance system across the whole Group, our Group isparticularly focused on the development of systems in areas where global responses are required, such as
personal information protection. In addition, in this fiscal year, we worked to strengthen the global
posture of legal affairs and compliance functions by establishing a chief officer to oversee both thesefunctions across the whole Group.

d. Efforts related to Risk Management
The Company identifies risks that may have material effect on the financial soundness and continuity ofoperations of the Company, establishes countermeasures against such risks, deliberates on theimplementation of such countermeasures at the Internal Control Committee and confirms theireffectiveness at board of directors’ meetings. In this fiscal year, we worked on developing a system torespond to complex disasters in case an earthquake directly beneath the Tokyo metropolitan area occurs
during the COVID-19 pandemic. From the perspective of responding to cyber risks, we have urgently
investigated the security risks of the remote work environments in Japan and abroad in the wake of the
COVID-19 pandemic, and we are also strengthening our system for continuously monitoring necessary
security measures and security risks.
In order to maintain credit ratings and forestall bankruptcy, the Board of Directors conducts a multifaceted investigation to confirm that the Group’s real net assets are at a sufficient level compared to therisks 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 audits of theoperations of each department, and offers recommendations regarding improvements for any issues thatare identified. In addition, we request Group companies to conduct efficient and effective internal auditsin 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 theresults of their internal audits.
In this fiscal year, measures to deal with the COVID-19 pandemic were required. In domestic companies,
since initiatives such as paperless operations had been promoted for some time beforehand, we were able
to make a smooth transition to remote audits, and we carried out effective internal audits as in the past,by actively applying measures such as exchanging audit materials electronically and making use of
remote meetings.
In overseas subsidiaries, remote audits have become firmly established, and the impact on internal audits
was insignificant.
f. Efforts to Ensure Effective Audits by Audit & Supervisory Board Members
The Company provides information to Audit & Supervisory Board Members sufficient to ensure
effective audit by the Audit & Supervisory Board Members such as by having them attend meetings ofthe Board of Directors and other important meetings, as well as providing them access to importantfinancial reports, which allows them to evaluate directors’ execution of 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.

78

In addition, the Company reports to Audit & Supervisory Board Members four times a year on theimplementation 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 theCompany and its Wholly-owned Subsidiaries and Other Related Companies as of the End of the
Fiscal Year
2,098,509 million yen(3) Total Amount Recorded in the Assets Section of the Balance Sheet pertaining to the Company’s
Current Fiscal Year2,373,229 million yen

10. Matters Concerning Transactions with the Parent Company
None.

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

12. Other Matters
None.

79

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Copy of Independent Auditor’s Report on Consolidated Financial Statements
Independent Auditor’s Report(English Translation*)
May 18, 2021
PricewaterhouseCoopers Aarata LLC
Tokyo office
Masahiko Nara, CPA
Designated limited liability Partner
Engagement Partner
Takaki Suzuki, CPA
Designated limited liability Partner
Engagement Partner
Yuko Harada, CPA
Designated limited liability Partner
Engagement Partner

OpinionWe have audited, pursuant to Article 444 (4) of the Companies Act of Japan, the accompanying consolidated
financial statements of Tokio Marine Holdings, Inc. and its subsidiaries (hereinafter referred to as the "Group"),which comprise the consolidated balance sheet, consolidated profit and loss statement, consolidated statementof changes in net assets and notes to the consolidated financial statements for the fiscal year from April 1, 2020
to March 31, 2021.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the consolidated financial position and its financial performance for the period covered by the consolidated
financial statements in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we havefulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management, The Audit & Supervisory Board members and the Audit & Supervisory Boardfor the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern and disclosing, as applicable, matters related to going concern.
The Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing
the Group’s financial reporting process.

100

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, while the purpose of the consolidated financial statement audit is not to express an
opinion on the effectiveness of the Group’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.
 Evaluate whether the presentation and disclosures of the consolidated financial statements are in accordance withaccounting principles generally accepted in Japan, the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the consolidated financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit & Supervisory Board members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide the Audit & Supervisory Board members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and to communicate withthem all relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
* Notes to the Readers of Independent Auditor’s Report
This is an English translation of the Independent Auditor’s Report as required by the Companies Act of Japanfor the conveniences of the reader.

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Copy of Independent Auditor’s Report on Non-consolidated Financial Statements
Independent Auditor’s Report(English Translation*)
May 18, 2021
To the Board of Directors of Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Tokyo office
Masahiko Nara, CPA
Designated limited liability Partner
Engagement Partner
Takaki Suzuki, CPA
Designated limited liability Partner
Engagement Partner
Yuko Harada, CPA
Designated limited liability Partner
Engagement Partner
OpinionWe have audited, pursuant to Article 436 (2) (i) of the Companies Act of Japan, the accompanying
financial statements of Tokio Marine Holdings, Inc. (hereinafter referred to as the "Company"), which
comprise the balance sheet, profit and loss statement, statement of changes in net assets and notes to thefinancial statements, and the supplementary schedules for the 19th fiscal year from April 1, 2020 toMarch 31, 2021.
In our opinion, the financial statements and the supplementary schedules referred to above present fairly,
in all material respects, the financial position and its financial performance for the period covered by thefinancial statements and the supplementary schedules in accordance with accounting principles generally
accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Financial Statements and the Supplementary Schedules section of our report. We are independentof the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements and the supplementary schedules in Japan, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management, The Audit & Supervisory Board members and the Audit & Supervisory
Board for the Financial Statements and the Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the
supplementary schedules in accordance with accounting principles generally accepted in Japan, and forsuch internal control as management determines is necessary to enable the preparation of the financial
statements and the supplementary schedules that are free from material misstatement, whether due tofraud or error.
In preparing the financial statements and the supplementary schedules, management is responsible for102

assessing the Company’s ability to continue as a going concern and disclosing, as applicable, mattersrelated to going concern in accordance with accounting principles generally accepted in Japan.
The Audit & Supervisory Board members and the Audit & Supervisory Board are responsible foroverseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and the Supplementary Schedules
Our objectives are to obtain reasonable assurance about whether the financial statements and the
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial statements and the
supplementary schedules.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements and the supplementaryschedules, whether due to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, while the purpose of the financial statement audit is not to express an
opinion on the effectiveness of the Company’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in thefinancial statements and the supplementary schedules or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
 Evaluate whether the presentation and disclosures of the financial statements and the supplementary schedules
are in accordance with accounting principles generally accepted in Japan, the overall presentation, structure
and content of the financial statements and the supplementary schedules, including the disclosures, andwhether the financial statements and the supplementary schedules represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with the Audit & Supervisory Board members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit & Supervisory Board members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements regarding independence, and tocommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
* Notes to the Readers of Independent Auditor’s Report
This is an English translation of the Independent Auditor’s Report as required by the Companies Act ofJapan for the conveniences of the reader.

103

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, 2020and ended on March 31, 2021 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 andrelated matters, received from each audit & supervisory board member audit reports detailing theirperformance of the audits 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 theperformance of their duties 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 good communications
with directors, the internal audit department and other employees; committed himself or herself togathering information and improving the circumstances of the audit; and conducted the audits basedon the methods described below.
(a) Each audit & supervisory board member attended meetings of the Board of Directors and otherimportant meetings; received reports detailing the performance of their duties from directors andother employees; asked for further explanations whenever necessary and inspected important
decision-making documents and thereby investigated the Company's business activities andfinancial 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 the business activities of the subsidiaries whenever necessary.
(b) Pursuant to the auditing standards set by the Audit & Supervisory Board for audit of the internal
control system, each audit & supervisory board member examined the details of the resolution of
the meeting of the Board of Directors concerning (i) a governance framework to ensure that thedirectors' performance of their duties are carried out in conformity with the laws and the Articles
of Incorporation; and (ii) any other governance framework to ensure appropriate business
operations of the company group comprised of a joint stock company and its subsidiaries, as set
forth in Article 100, paragraphs 1 and 3 of the Enforcement Regulations of the Companies Act ofJapan. Each audit & supervisory board member also monitored and examined the governanceframework (internal control system) which was implemented by the Board of Directors based on
the aforementioned resolution.

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(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 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 a notice from theCompany's independent auditor stating that "a framework to ensure that independent auditors'
performance of duties are carried out properly" (consisting of matters enumerated in the items of
Article 131 of the Regulations for Financial Statements of Corporations) is established pursuant to"Quality Management Standards Regarding Audits" (Corporate Accounting Council, October 28,2005) and addressing other standards concerned, and asked for further explanations whenevernecessary.
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 ofincome, statement of changes in shareholders' equity and notes thereto) and the supplementaryschedules thereto, and the consolidated financial statements (balance sheet, statement of income,statement of changes in shareholders' equity and notes thereto) for fiscal year 2020.

2. Results of Audit(1) Results of the audit of the business report and other matters(a) We found the business report and the supplementary schedules to present fairly the state of theCompany in accordance with applicable laws and regulations and the Articles of Incorporation of
the Company.
(b) In connection with the performance by directors of their duties, we found no dishonest act ormaterial fact of violation of applicable laws, regulations or the Articles of Incorporation of theCompany.
(c) We found the resolution of the meeting of the Board of Directors with respect to the internal
control system to be appropriate. In addition, we have nothing to report on the directors'
performance of 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 supplementary schedules
thereto105

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.

May 19 2021
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.
Shozo Mori, Audit & Supervisory Board Member (full-time)
Hirokazu Fujita, 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 & supervisoryboard members, fulfilling the position prescribed by Article 2, item 16 of the Companies Act ofJapan.

106

Reference
Policy on holding business-related equities, etc.
Business-related equities are held by a portion of the Company’s subsidiaries with the intent, primarily, ofstrengthening transaction relationships and improving the corporate value of the Group. However, theCompany will continue to improve the capital of the Group by shifting emphasis to items that are not easily
affected by fluctuations in share price, and from the viewpoint of improving capital efficiency, continue towork to reduce the total amount of business-related equities.
Based on the above policy, with regard to the business-related equities, the Company confirms the economic
rationality of holding the business-related equities from the viewpoint of increasing medium-to-long term corporate
value of the Group, makes effort to improve the status of said holdings, and works to reduce the total amount thereof.
To be more specific, Tokio Marine & Nichido planned to continuously sell more than 100.0 billion yen or more per
year during the term of the mid-term business plan from fiscal year 2018. Tokio Marine & Nichido achieved a
reduction of 106.0 billion yen in fiscal year 2020. This led to the reduction of 2.3 trillion yen in cumulative total since
our foundation year 2002 (on market value at the time of sale), and decrease of book value of business-related equities,
etc. held at the end of March 2021 to 33% compared to the end of March 2002.
We will continue to sell these assets from the perspectives of diversifying risks and improving capitalefficiency.
●Changes in the book value of business-related equities held by Tokio Marine ＆ Nichido (assuming theend of March 2002 as 100)
100
82

57
42
33

As of March
31,2002

As of March
31,2007

As of March
31,2012

As of March
31,2017

As of March
31,2021●Tokio Marine & Nichido's plans and actual amount of reduction of business-related equities during therecent 2 mid-term business plans
Fiscal year
2015
2016
2017
2018
2019
2020

Plan
100.0 billion yen or more per year

107

Actual
122.0 billion yen
116.9 billion yen
107.7 billion yen
107.4 billion yen
106.6 billion yen
106.0 billion yen