[English Translation]
TOKIO MARINE HOLDINGS, INC.
2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

June 1, 2017
Notice of Convocation of
the 15th Ordinary General Meeting of Shareholders
To our shareholders:
You are cordially invited to attend the 15th Ordinary General Meeting of Shareholders of
Tokio Marine Holdings, Inc. (“Tokio Marine Holdings” or the “Company”), which will beheld on Monday, June 26, 2017 at 10:00 a.m. (reception opens at 8:45 a.m.) at the banquet
room AOI, second floor, Palace Hotel Tokyo located at 1-1, Marunouchi 1-chome, Chiyodaku, Tokyo, for the purpose of considering and voting upon the following items:
Items to be reported:
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 2016 (April 1, 2016 to March 31, 2017).
2. Non-consolidated financial statements for fiscal year 2016 (April 1, 2016 to March 31,2017).
Proposals to be acted upon:
Item 1. Appropriation of Surplus
Item 2. Election of Thirteen (13) Directors
For the items to be reported, please refer to the Attachment to this document.
If you do not expect to be present at the meeting, please vote either by completing andreturning the enclosed voting card or via the Internet.

Sincerely,
Tsuyoshi Nagano
President & Chief Executive Officer1

If any of the Reference Materials regarding the General Meeting of Shareholders, Business
Report or consolidated and non-consolidated financial statements need to be revised, therevisions shall be posted on our website (http://www.tokiomarinehd.com/).
(This is an English translation of the notice given by the Company prepared pursuant to
Section 5.6 of the Deposit Agreement, amended as of July 30, 2007, by and among theCompany, JPMorgan Chase Bank, N.A., as Depositary, and the Holders and Beneficial
Owners of American Depositary Shares evidenced by American Depositary Receipts issued
thereunder.)2

Information on Exercising Voting Rights
Notice to holders of American Depositary Receipts: Please note that the following
instructions are intended for registered holders of ordinary shares. Holders ofAmerican Depositary Receipts should follow the instructions given by JPMorgan
Chase Bank, N.A., Depositary, which are set forth in the ADR Voting Instructions
Card enclosed herewith.

Attending the Ordinary
General Meeting of
Shareholders
Please bring the enclosed
voting card to the reception
desk of the meeting.
Date and Time of the meeting:Monday, June 26, 2017 at
10:00 a.m.

By MailVia Internet

Please return the enclosed
voting card indicating yourapproval or disapproval sothat it is received by 5:00
PM on Friday June 23,
2017.

Please access website thathas been designated by theCompany as the website forexercising voting rights(http://www.evote.jp/) andindicate your approval ordisapproval by 5:00 PM on
Friday June 23, 2017.

If you choose to exercise your voting rights via the Internet, please note the following:-You will be required to bear all charges including but not limited to connection fees toproviders, communication fees to telecommunication carriers and any other fees arising fromaccessing the website for exercising voting rights.
-Please note that you may not be able to access the website for exercising voting rights froma computer, smartphone or mobile device depending on your Internet usage environment, theservice you subscribe to and the type of device you are using. For more information, pleasecontact:(1) For inquiries concerning website access
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division
Telephone: 0120-173-027 (toll free)
Hours: 9:00 - 21:00(2) For inquiries other than the above
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division
Telephone: 0120-232-711 (toll free)
Hours: 9:00 - 17:00, except Saturdays, Sundays and holidays
To Institutional Investors:“Electronic Proxy Voting Platform” managed by ICJ, Inc., a method for exercising the voting
rights, will be available for institutional investors.

3

Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns on a cash
dividend basis, after providing sufficient capital to meet the business needs of Tokio Marine Group (the“Group”) and taking into consideration the business results and the expected future business environment of
the Company.
In accordance with the above policy, and considering various factors, the Company proposes to pay 72.50
yen per share of the Company as a year-end cash dividend. As 67.50 yen per share was paid as an interim
cash dividend, the total amount of annual cash dividends will be 140 yen per share for fiscal year 2016.
This is an increase of total annual cash dividends of 30 yen per share from 110 yen per share paid for theprevious fiscal year.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 72.50 yen
Aggregate amount of cash dividends: 54,383,117,898 yen
2. Effective date of the distribution of dividends
June 27, 2017

Item 2. Election of Thirteen (13) Directors
The term of office of all twelve (12) directors will expire at the close of this Meeting. For the next term, theCompany proposes to increase the number of directors by one (1) in order to strengthen the functions of theBoard, and elects the following thirteen (13) directors.
The candidates for directors are as follows:
No.

Name

Present position and responsibilities

1

Shuzo Sumi
Renomination

Chairman of the Board

2

Tsuyoshi Nagano
Renomination

President & Chief Executive Officer

3

Kunihiko Fujii
Renomination

Group CEO (Group Chief Executive Officer)
Executive Vice PresidentGroup CRO (Group Chief Risk Officer)
In charge of Risk Management Dept. and International
Business Development Dept. (international businessstrategies (ERM) etc.)44Ichiro Ishii
Renomination

Executive Vice President

Hirokazu Fujita
Renomination

Senior Managing Director

6

Takayuki Yuasa
Renomination

Managing Director

7

Toshifumi Kitazawa
Renomination

Director

8

Akio Mimura
Renomination
Independent

Outside Director

9

Mikio Sasaki
Renomination
Independent

Outside Director

10Masako Egawa
Renomination
Independent

Outside Director

11

Kenji Iwasaki
New nomination

Vice President Executive Officer

12

Takashi Mitachi
New nomination
Independent-

13

Katsumi Nakazato
New nomination-

5

Head of international insurance businessIn charge of International Business Development
Dept. (management of North America (HCC) andreinsurance operations)Group CIO (Group Chief Investment Officer)
In charge of Financial Planning Dept., Corporate
Accounting Dept. and Internal Audit Dept.

Group CFO (Group Chief Financial Officer)
In charge of Corporate Planning Dept., Legal Dept.
and Internal Control Dept.

Group CSSO (Group Chief Strategy and Synergy
Officer)
In charge of Strategy and Synergy Dept.

5

No.
1.

Name
(Date of birth)
Shuzo Sumi
(July 11, 1947)
Renomination

Brief personal history, position, responsibilities andother major occupations
April

1970 Joined The Tokio Marine and Fire Insurance
Company, Limited (“Tokio Marine”)
June
2000 Director and Chief Representative in London,
Overseas Division of Tokio Marine
June
2002 Managing Director of Tokio Marine
Oct.
2004 Managing Director of Tokio Marine & Nichido Fire
Insurance Co., Ltd. (“Tokio Marine & Nichido”)
June
2005 Senior Managing Director of Tokio Marine &NichidoJune
2007 President & Chief Executive Officer of Tokio
Marine & NichidoJune2007 President & Chief Executive Officer of Tokio
Marine HoldingsJune2013 Chairman of the Board of Tokio Marine & NichidoJune2013 Chairman of the Board of Tokio Marine Holdings(to present)
April 2016 Counsellor of Tokio Marine & Nichido (to present)(Other major occupations)Counsellor of Tokio Marine & Nichido
Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (outside
director)
Director of Toyota Industries Corporation (outside director)
Vice Chairman of Japan Association of Corporate Executives

Number of theCompany’s
shares held
62,905 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Shuzo Sumi as a candidate for director is that he would be expected to fulfill
his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in productplanning and domestic insurance underwriting, his terms in office as Director and Chief Representative in
London of Tokio Marine, and President & Chief Executive Officer and Chairman of the Board of Tokio
Marine & Nichido and the Company.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Shuzo Sumi.
2. He is expected to assume his position as outside director of Sony Corporation at the close of theordinary general meeting of shareholders of Sony Corporation scheduled for June 2017.

6

No.
2.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major occupations

Tsuyoshi Nagano April(November 9, 1952) June
Renomination1975 Joined Tokio Marine
2003 Executive Officer and General Manager of Nagoya
Production Dept. III, Tokai Division of Tokio
MarineOct.
2004 Executive Officer and General Manager of Nagoya
Production Dept. III of Tokio Marine & Nichido
June2006 Managing Executive Officer of Tokio Marine &NichidoJune2008 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune2008 Director of Tokio Marine HoldingsJune2009 Resigned from position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &NichidoJune
2011 Senior Managing Director of Tokio Marine
Holdings
Feb.
2012 Senior Managing Director and General Manager ofInternational Business Development Dept. of
Tokio Marine HoldingsJune2012 Executive Vice President of Tokio Marine &NichidoJune
2012 Executive Vice President and General Manager ofInternational Business Development Dept. of
Tokio Marine HoldingsJune2013 President & Chief Executive Officer of Tokio
Marine & NichidoJune2013 President & Chief Executive Officer of Tokio
Marine Holdings (to present)
April 2016 Chairman of the Board of Tokio Marine & Nichido(to present)(Responsibilities)
Group CEO (Group Chief Executive Officer)(Other major occupations)
Chairman of the Board of Tokio Marine & Nichido

Number of theCompany’s
shares held
21,000 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of the7execution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in domestic
and overseas insurance underwriting, his work in corporate planning and product planning, his terms in
office as President & Chief Executive Officer of Tokio Marine & Nichido, and his current leadership role inthe management of the Group as Group CEO.
Note: There are no special conflicts of interest between the Company and Mr. Tsuyoshi Nagano.

8

No.
3.

Name
(Date of birth)
Kunihiko Fujii(June 18, 1955)
Renomination

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

1978 Joined Tokio Marine
2009 Executive Officer and General Manager,
International Business Development Dept. of Tokio
Marine HoldingsJune2012 Managing Executive Officer of Tokio Marine
Holdings
June2014 Managing Director of Tokio Marine & NichidoJune2014 Managing Director of Tokio Marine Holdings
April 2015 Senior Managing Director of Tokio Marine
Holdings
April 2015 Senior Managing Director of Tokio Marine &NichidoJune2015 Resigned from position as Senior Managing
Director of Tokio Marine & NichidoJune2015 Senior Managing Executive Officer of Tokio
Marine HoldingsJune2016 Senior Managing Director of Tokio Marine &NichidoJune
2016 Senior Managing Director of Tokio Marine
Holdings
April 2017 Executive Vice President of Tokio Marine
Holdings (to present)
April 2017 Executive Vice President of Tokio Marine &Nichido (to present)(Responsibilities)
Group CRO (Group Chief Risk Officer)
In charge of Risk Management Dept. and International Business
Development Dept. (international business strategies (ERM)etc.)(Other major occupations)Executive Vice President of Tokio Marine & Nichido

Number of theCompany’s
shares held
11,300 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Kunihiko Fujii as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in financial
planning and overseas insurance business, his terms in office as Executive Officer of Tokio Marine &Nichido and the Company in charge of international business strategies with a focus on M&A andinternational ERM and his current role of being responsible for risk management of the Group as Executive

9

Vice President of the Company.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Kunihiko Fujii.
2. ERM is used in our business management framework as a key risk management method. Inorder to achieve growth in corporate value, the Company utilizes ERM in making appropriate
management decisions regarding capital adequacy and profitability while considering the relatedrisks.

10

No.
4.

Name
(Date of birth)
Ichiro Ishii(June 15, 1955)
Renomination

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

1978 Joined Tokio Marine
2010 Executive Officer and General Manager ofInternational Business Development Dept. of Tokio
Marine HoldingsJune2013 Managing Executive Officer of Tokio Marine &NichidoJune
2013 Managing Executive Officer of Tokio Marine
Holdings
Dec. 2013 Resigned from position as Managing Executive
Officer of Tokio Marine & Nichido
April 2015 Senior Managing Executive Officer of Tokio
Marine HoldingsJune2015 Senior Managing Director of Tokio Marine &NichidoJune2015 Senior Managing Director of Tokio Marine
Holdings
April 2017 Executive Vice President of Tokio Marine
Holdings (to present)
April 2017 Executive Vice President of Tokio Marine &Nichido (to present)(Responsibilities)
Head of international insurance businessIn charge of International Business Development Dept.
(management of North America (HCC) and reinsurance
operations)(Other major occupations)Executive Vice President of Tokio Marine & Nichido

Number of theCompany’s
shares held
8,600 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Ichiro Ishii as a candidate for director is that he would be expected to fulfill
his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of global experienceand results he has achieved since joining Tokio Marine. These include his involvement in product planningand overseas insurance businesses in the U.S., Asia and elsewhere and his current role of being responsiblefor international insurance business as Executive Vice President of the Company.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Ichiro Ishii.
2. HCC means the corporate group comprised of HCC Insurance Holdings, Inc. of which head
office is in the U.S., which is the Company’s subsidiary, and its subsidiaries.

11

No.
5.

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

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

1980 Joined Tokio Marine
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
June2012 Managing Director and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune
2012 Managing Director and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
July
2013 Managing Director of Tokio Marine & NichidoJuly
2013 Managing Director of Tokio Marine Holdings
April 2017 Senior Managing Director of Tokio Marine
Holdings (to present)
April 2017 Senior Managing Director of Tokio Marine &Nichido (to present)(Responsibilities)
Group CIO (Group Chief Investment Officer)
In charge of Financial Planning Dept., Corporate Accounting
Dept. and Internal Audit Dept.
(Other major occupations)
Senior Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
12,650 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Hirokazu Fujita as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in accounting,his terms in office as Executive Officer of Tokio Marine & Nichido and the Company in charge ofaccounting and financial planning and his current role of being responsible for investment management of
the Group as Senior Managing Director of the Company.
Note: There are no special conflicts of interest between the Company and Mr. Hirokazu Fujita.

12

No.
6.

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

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

1981 Joined Tokio Marine
2012 President & Chief Executive Officer of Tokio
Marine & Nichido Financial Life Insurance Co.,
Ltd.
Sep.
2014 Resigned from position as President & Chief
Executive Officer of Tokio Marine & Nichido
Financial Life Insurance Co., Ltd.
Oct.
2014 Managing Executive Officer of Tokio Marine
Holdings
June2015 Managing Director of Tokio Marine & Nichido (topresent)
June2015 Managing Director of Tokio Marine Holdings (topresent)(Responsibilities)
Group CFO (Group Chief Financial Officer)
In charge of Corporate Planning Dept., Legal Dept. and Internal
Control Dept.
(Other major occupations)Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
10,100 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Takayuki Yuasa as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his involvement in corporate planning,finance, accounting, and the domestic life insurance and property and casualty insurance businesses, his
terms in office as Executive Officer of Tokio Marine & Nichido and the Company being responsible for risk
management and his current role of being responsible for capital strategy of the Group as Managing
Director of the Company.
Note: There are no special conflicts of interest between the Company and Mr. Takayuki Yuasa.

13

No.
7.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major occupations

Toshifumi Kitazawa April(November 18, 1953) June
Renomination

1977 Joined Tokio Marine
2008 Managing Director and General Manager ofCorporate Planning and Management Dept. of
Tokio Marine & Nichido Life Insurance Co., Ltd.
(“Tokio Marine & Nichido Life”)
June2009 Senior Managing Director and General Manager ofCorporate Planning and Management Dept. of
Tokio Marine & Nichido Life
July
2009 Senior Managing Director of Tokio Marine &Nichido Life
June
2010 President & Chief Executive Officer of Tokio
Marine & Nichido Life
June
2010 Director of Tokio Marine Holdings
March 2014 Resigned from position as President & Chief
Executive Officer of Tokio Marine & Nichido Life
April 2014 Executive Vice President of Tokio Marine &NichidoJune
2014 Vice President Executive Officer of Tokio Marine
Holdings
March 2016 Resigned from position as Vice President Executive
Officer of Tokio Marine Holdings
April 2016 President & Chief Executive Officer of Tokio
Marine & Nichido (to present)June2016 Director of Tokio Marine Holdings (to present)(Other major occupations)
President & Chief Executive Officer of Tokio Marine & Nichido

Number of theCompany’s
shares held
36,350 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Toshifumi Kitazawa as a candidate for director is that he would be expected
to fulfill his role adequately in deciding important matters regarding business execution and supervision of
the execution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in productplanning, domestic insurance underwriting and management of group companies, and his terms in office as
President & Chief Executive Officer of Tokio Marine & Nichido Life, and his current leadership role in the
management of Tokio Marine & Nichido as President & Chief Executive Officer.
Note: There are no special conflicts of interest between the Company and Mr. Toshifumi Kitazawa.

14

No.
8.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major occupations

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

1963
1993
1997
2000

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

Number of theCompany’s
shares held
5,400 shares(Reason for proposing him/her as a candidate for outside director)
Mr. Akio Mimura is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he would be expected to fulfill his supervisory functions and provide valuable advice
based on his insight as a company manager, acquired through many years of experience in a management
role.
(His/Her independence)
1. Mr. Akio Mimura is “independent directors/auditors” 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 24 of this reference material.
3. He concurrently serves as Senior Advisor, Honorary Chairman of Nippon Steel & Sumitomo Metal
Corporation, which has no business transaction with the Company. Insurance subsidiaries of theCompany conduct insurance-related transactions with Nippon Steel & Sumitomo Metal Corporation;15

however, these transactions constitute less than 1 percent of the Company’s consolidated ordinary
income.
(Major activities)
1. Mr. Akio Mimura attended all 12 board of directors’ meetings held during fiscal year 2016.
2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which has
been acquired through many years of experience in a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Akio Mimura.
2. He will have served as an outside director for 7 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under theagreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement if
he is elected as proposed.

16

No.
9.

Name
(Date of birth)
Mikio Sasaki(October 8, 1937)
Renomination
Independent

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

1960
1992
1994
1998

Joined Mitsubishi Corporation
Director of Mitsubishi Corporation
Managing Director of Mitsubishi Corporation
President of Mitsubishi Corporation

Number of theCompany’s
shares held
2,200 shares

April
June

2004 Chairman of the Board of Mitsubishi Corporation2010 Director and Senior Corporate Advisor(Soudanyaku) of Mitsubishi CorporationJune
2011 Senior Corporate Advisor (Soudanyaku) of
Mitsubishi CorporationJune
2011 Director of Tokio Marine Holdings(outside director, to present)
April 2016 Senior Corporate Advisor (Tokubetsukomon) of
Mitsubishi Corporation (to present)(Other major occupations)
Senior Corporate Advisor (Tokubetsukomon) of Mitsubishi
Corporation
Director of Mitsubishi Research Institute, Inc. (non-executive
director)(Reason for proposing him/her as a candidate for outside director)
Mr. Mikio Sasaki is a candidate for outside director. The reason for proposing him as a candidate for outside
director is that he would be expected to fulfill his supervisory functions and provide valuable advice basedon his insight as a company manager, acquired through many years of experience in a management role.
(His/Her independence)
1. Mr. Mikio Sasaki is “independent directors/auditors” 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 24 of this reference material.
3. He concurrently serves as Senior Corporate Advisor (Tokubetsukomon) of Mitsubishi Corporation, which
has no business transaction with the Company. Insurance subsidiaries of the Company conduct
insurance-related transactions with Mitsubishi Corporation; however, these transactions constitute lessthan 1 percent of the Company’s consolidated ordinary income.
(Major activities)
1. Mr. Mikio Sasaki attended all 12 board of directors’ meetings held during fiscal year 2016.
2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which has
been acquired through many years of experience in a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Mikio Sasaki.
2. He will have served as an outside director for 6 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under the17agreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement if
he is elected as proposed.
4. He served as an outside director of Mitsubishi Motors Corporation (“Mitsubishi Motors”). In
April 2016, during his term as an outside director, wrongful acts conducted by Mitsubishi
Motors were found in connection with its fuel-economy tests. In September 2016, after therevelation, Ministry of Land, Infrastructure, Transport and Tourism also pointed out that
Mitsubishi Motors’ actions had undermined the purpose of the inspection method in thefuel-economy retesting. In January 2017, Mitsubishi Motors also received an administrative
order and a surcharge payment order from the Consumer Affairs Agency for violation of thePremiums and Representations Act with regard to representations in its catalog of vehicles inwhich Mitsubishi Motors used false figures from April 2016 or prior to that date. Although he
was unaware of both problems until they were discovered, prior to the incidents he had
consistently pushed for enhancement of compliance measures and called for further attention to
the importance of compliance in the board meetings. After the discovery, he led a thoroughinvestigation of the facts which had been discovered during his term, which ended in June 2016,
and suggested the implementation of measures to prevent recurrences of such incidents.

18

No.
10.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major occupations

Masako Egawa
April(September 7, 1956) Sep.
Renomination
IndependentJune

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

1988 Joined Salomon Brothers Asia Limited, Tokyo
BranchDec. 1993 Joined S.G. Warburg Securities, Tokyo Branch
Nov. 2001 Executive Director, Japan Research Center,
Harvard Business School
April 2009 Executive Vice President, The University of Tokyo
March 2015 Resigned from position as Executive Vice
President, The University of Tokyo
June
2015 Director of Tokio Marine Holdings (outside
director, to present)
Sep.
2015 Professor, Graduate School of Commerce andManagement, Hitotsubashi University (to present)(Other major occupations)
Professor, Graduate School of Commerce and Management,
Hitotsubashi University
Director of Mitsui Fudosan Co., Ltd. (outside director)
Director of Asahi Glass Company, Limited (outside director)(Reason for proposing him/her as a candidate for outside director)
Ms. Masako Egawa is a candidate for outside director. The reason for proposing her as a candidate foroutside director is that she would be expected to fulfill her supervisory functions and provide valuableadvice based on her insight as a specialist in business management, acquired through many years ofexperience in financial institutions, involvement in academic activities related to corporate governance andexperience at The University of Tokyo as an Executive Vice President. While she has not been involved inbusiness management other than as an outside director or an outside audit & supervisory board member, we
believe that she would effectively perform her duty as an outside director for the reasons set forth above.
(His/Her independence)
1. Ms. Masako Egawa is “independent directors/auditors” 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 24 of this reference material.
(Major activities)
1. Ms. Masako Egawa attended all 12 board of directors’ meetings held during fiscal year 2016.
2. She has fulfilled her supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on her insight as a specialist in business
management, acquired through many years of experience in financial institutions, involvement inacademic activities related to corporate governance and experience at The University of Tokyo as an
Executive Vice President.

19Notes: 1. There are no special conflicts of interest between the Company and Ms. Masako Egawa.
2. She will have served as an outside director for 2 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with her to limit her liability provided for in Article
423, paragraph 1 of the Companies Act of Japan. The limitation of liability under the agreement
shall be the higher of either 10 million yen or the amount provided in Article 425, paragraph 1of the Companies Act of Japan. The Company intends to maintain the agreement if she iselected as proposed.

20

No.
11.

Name
(Date of birth)
Kenji Iwasaki(January 3, 1955)
New nomination

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

1978 Joined Tokio Marine
2009 Executive Officer and General Manager
of Financial Institutions Dept. of Tokio Marine &NichidoJune
2010 Managing Director of Tokio Marine & Nichido
April 2014 Senior Managing Director of Tokio Marine &NichidoApril 2016 Senior Managing Executive Officer of Tokio
Marine Holdings
April 2017 Vice President Executive Officer of Tokio Marine
Holdings (to present)
April 2017 Executive Vice President of Tokio Marine &Nichido (to present)(Responsibilities)
Group CSSO (Group Chief Strategy and Synergy Officer)
In charge of Strategy and Synergy Dept.
(Other major occupations)Executive Vice President of Tokio Marine & Nichido

Number of theCompany’s
shares held
15,100 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Kenji Iwasaki as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in domestic
insurance underwriting and corporate planning, his terms in office as Executive Officer of Tokio Marine &Nichido in charge of personnel affairs, corporate planning and corporate communications, and his current
role of being responsible for business strategy and synergy of the Group as Vice President Executive
Officer of the Company.
Note: There are no special conflicts of interest between the Company and Mr. Kenji Iwasaki.

21

No.
12.

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

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

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

Number of theCompany’s
shares held-Jan.

2005 Japan Co-Chairman and Senior Partner &Managing Director of The Boston Consulting
Group
Jan.
2016 Senior Partner & Managing Director of The
Boston Consulting Group (to present)(Other major occupations)
Senior Partner & Managing Director of The Boston ConsultingGroup
Director of Rakuten, Inc. (outside director)
Director of DMG Mori Co., Ltd. (outside director)
Director of Unicharm Corporation (outside director)(Reason for proposing him/her as a candidate for outside director)
Mr. Takashi Mitachi is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he would be expected to fulfill his supervisory functions and provide valuable advice
based on his insight as a company manager, acquired through many years of experience in a consulting firm
and a management role.
(His/Her independence)
1. Mr. Takashi Mitachi is “independent directors/auditors” 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 24 of this reference material.
3. He concurrently serves as Senior Partner & Managing Director of The Boston Consulting Group, which
conducts consulting-related transactions with the Company and insurance subsidiaries of the Company;
however, these transactions constitute less than 1 percent of its consolidated net sales.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Takashi Mitachi.
2. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company intends to enter into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan, if he is elected as proposed. The
limitation of liability under the agreement shall be the higher of either 10 million yen or theamount provided in Article 425, paragraph 1 of the Companies Act of Japan.

22

No.
13.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major occupations

Katsumi Nakazato April(February 7, 1963) April
New nomination

1985 Joined Tokio Marine
2016 Managing Director and General Manager ofCorporate Marketing and Planning Dept. of Tokio
Marine & Nichido Life
April 2017 President & Chief Executive Officer of Tokio
Marine & Nichido Life (to present)(Other major occupations)
President & Chief Executive Officer of Tokio Marine & Nichido
Life

Number of theCompany’s
shares held
4,300 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Katsumi Nakazato as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in domestic
insurance underwriting and sales promotion, and his current leadership role in the management of Tokio
Marine & Nichido Life as President & Chief Executive Officer.
Note: There are no special conflicts of interest between the Company and Mr. Katsumi Nakazato.

23

Reference
Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members
Exhibit(Article 16 of Tokio Marine Holdings Fundamental Corporate Governance Policy)

Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members of theCompany 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 affiliate of the Company in the pastten years;(iii) a party whose major client or supplier is the Company or a principal business subsidiary of the Company(a party whose transactions with the Company or a principal business subsidiary of the Company in the mostrecent fiscal year amount to 2% or more of its consolidated net sales), or an executive thereof;(iv) a party who is a major client or supplier of the Company or a principal business subsidiary of the Company(a party whose transactions with the Company or a principal business subsidiary of the Company in the mostrecent fiscal year amount to 2% or more of consolidated ordinary income of the Company), or an executive
thereof;(v) a financial institution or other major creditor which the Company or a principal business subsidiary of theCompany relies on to the extent that it is an indispensable funding source that cannot be replaced, or an
executive thereof;(vi) an executive of a corporation or association or any other organization that receives donations from theCompany or a principal business subsidiary of the Company in excess of a certain amount in the most recent
fiscal year (10 million yen or 2% of the total revenue of such organization in the most recent fiscal year,
whichever is larger);(vii) a spouse or relative within the third degree of kinship of a Director, Audit & Supervisory Board Member,or Executive Officer of the Company or a subsidiary or affiliate of the Company;(viii) a consultant, accountant, lawyer, or other specialist who receives compensation from the Company or aprincipal business subsidiary of the Company other than compensation for Directors, Audit & Supervisory
Board Members and Executive Officers of the Company or a principal business subsidiary of the Company inexcess of a certain amount in the most recent fiscal year (10 million yen or 2% of the total revenue of acorporation or association or any other organization to which such specialist belongs in the most recent fiscal
year, whichever is larger); or(ix) a party who holds 10% or more of the voting rights of all shareholders of the Company at the end of themost recent fiscal year, or an executive thereof.

24

[English Translation]
TOKIO MARINE HOLDINGS, INC.
Attachment to the “Notice of Convocation of
the 15th Ordinary General Meeting of Shareholders”

Business Report for Fiscal Year 2016
(From April 1, 2016 to March 31, 2017)
1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group
During fiscal year 2016, despite increased uncertainty due to the decision of theUnited Kingdom to exit the European Union and other factors, the steady progress of
the U.S. economy and expectations for fiscal expansion of the U.S. resulted in improved
global business confidence, and the world economy as a whole generally recovered
gradually.
In Japan, despite weakness in consumer spending, the economy gradually
recovered due to a recovery in production and exports.
In the insurance industry, the Insurance Business Act was enforced in May
2016, which was revised in response to a changing environment with regard to
insurance solicitation etc. Each insurance company promoted activities to increase thequality of insurance solicitation, such as measures to fulfill the obligations newly
provided for in Insurance Business Act to ascertain customers’ intention and provide
customers with necessary information.
Against this backdrop, the Group changed its management structure tostrengthen the aligned group management of the Group. Under the new management
structure, headed by Group CEO, the Group Chief Officers are responsible for eachfunction for the Group. Under this structure, the Group actively promoted its business inthis fiscal year toward the achievement of our medium-term business plan “To Be a
Good Company 2017. ”

25Positive factors such as the expansion of our domestic and international
insurance business and other factors contributed to the result that the net income
attributable to owners of the parent was 273.8 billion yen and record-high profits forfive consecutive years .

Ordinary income

4,579.0(Yen in billions, except for %)Rate ofFiscal year 2016change(this fiscal year)(%)
5,232.6
14.3

Net premiums written

3,265.5

3,480.4

6.6Life insurance premiums

471.6

904.4

91.7

Life insurance premiums

860.9

1,002.5

16.4

Ordinary profit

385.8

387.6

0.5

Net income attributable to

254.5

273.8

7.6

Fiscal year 2015

(excluding variableannuities)

owners of the parent
Ordinary income and ordinary profit for each business segment are as follows:(Yen in billions)
Business segment
Domestic property

Ordinary income
Fiscal year
Fiscal year
2016
2015
(this fiscal year)
2,739.1
2,636.1

Ordinary profit
Fiscal year
Fiscal year
2016
2015
(this fiscal year)
239.3
254.4

and casualty
insurance
Domestic life

484.2

722.0

28.3

13.2

1,428.4

1,835.7

112.2

114.0

76.2

82.8

5.8

5.8

insurance
Overseas
insurance
Financial andotherNote: Figures in this table are shown after adjustments necessary to accurately reflect the actual situation,such as the exclusion of dividend income from group companies, which is recorded in the
non-consolidated financial results of each subsidiary.

26

Domestic Property and Casualty Insurance Business
The following is a discussion of Tokio Marine & Nichido’s operating results
for fiscal year 2016. Net premiums were 2,116.1 billion yen, a decrease of 0.6 percent
compared to the previous fiscal year, due mainly to the effect of shortening the durationof long-term fire insurance in the second half of the previous fiscal year. The combined
ratio, a profitability index for the property and casualty insurance business, remained
stable at 91.5%. Underwriting profit was 116.1 billion yen, an increase of 102.2 billion
yen compared to the previous fiscal year.
Investment income was 197.4 billion yen, a decrease of 164.6 billion yen
compared to the previous fiscal year, due mainly to a return to a normal revel ofinvestment income after the previous fiscal year’s large investment income that resulted
from an increase in dividend income from subsidiaries for the purpose of raising funds
for the purchase of overseas insurance companies in the previous fiscal year.
As a result, ordinary profit was 312.4 billion yen, a decrease of 64.8 billion yen
compared to the previous fiscal year. Net income was 248.6 billion yen, a decrease of
52.9 billion yen compared to the previous fiscal year.
The Kumamoto Earthquakes that occurred in April 2016 caused immense
damage, particularly to Kumamoto and Oita prefectures. Tokio Marine & Nichido
immediately set up a disaster management task force led by its President and provided
support by sending its employees to the affected areas from throughout Japan. Tokio
Marine & Nichido responded to the disaster by using system infrastructure developedfor emergencies and allocating the processing of insurance claims reports andfacilitating claim payments to its offices nationwide.
Tokio Marine & Nichido has been making efforts to further develop a businessmodel that integrates life insurance and property and casualty insurance bystrengthening consulting sales through the promotion of Super Insurance to meetcustomer needs. Additionally, Tokio Marine & Nichido is responding to environmental
changes by engaging in initiatives such as technological advancement and is working toconstruct a new business model that supports regional development in Japan and healthand productivity management.

27

In response to changes in the business environment to address the increasing
prevalence of autonomous driving systems. Tokio Marine & Nichido developed a newautomobile insurance product of insurance policy- “coverage riders for expenses forsaving victims”. In case of an accident caused by a vehicle equipped with autonomous
driving systems, it will likely become complicated to determine who should be
responsible among not only the parties to the accident, but also manufacturers, software
companies and others. The coverage aims to help victims promptly in such cases. For
individual customers, Tokio Marine & Nichido developed “Drive Agent Personal”, a
new service that uses a driving recorder with a communication function that provides anautomatic accident-reporting function and an accident-prevention support function.
We collaborate with local governments, financial institutions, chambers ofcommerce and industry, and other organizations to promote regional development
initiatives in Japan under the slogan “revitalization of regions helps our growth.”
Specifically, we are working to revitalize local regions and strengthen support to small
and medium sized companies through inbound business support and other measures. To
support health and productivity management, we developed a new service whichanalyzes information such as health check-ups, and allow us to support the effectiveplanning and implementation of health care services for health insurance associations
and the planning of health enhancement measures for the employees of companies. In
addition, in response to changes in the occupational health and safety environment facedby business corporations, we launched a new product for workers’ accident
comprehensive insurance that provides indemnity for mental health disease.
Regarding asset management, Tokio Marine & Nichido aims to assess
liquidity and ensure stable earnings as part of its efforts to maintain a sound financialbase through risk management. To improve capital efficiency, Tokio Marine & Nichido
continues its sale of equities held for business relationship-related reasons.
With respect to the operating results of Nisshin Fire & Marine Insurance Co.,
Ltd. (“Nisshin Fire”) for fiscal year 2016, net premiums were 140.1 billion yen, an
increase of 1.0 percent from the previous fiscal year, due to its active business operation.
Ordinary profit was 9.0 billion yen, a decrease of 0.6 billion yen from the previous
fiscal year. Net income was 6.5 billion yen, an increase of 0.4 billion yen from theprevious fiscal year. During fiscal year 2016, Nisshin Fire has worked to provide
products that are simple and easy to understand with an aim to become the most familiar

28

and trusted retail property and casualty insurance company.

Domestic Life Insurance Business
Tokio Marine & Nichido Life had 120.7 billion yen in annualized premiums of
newly signed life insurance, an increase of 0.9 percent compared to the previous fiscal
year, due to the expansion of insurance business and other factors. Annualized
premiums of life insurance-in-force were 831.3 billion yen, an increase of 4.4 percent
compared to the previous fiscal year, with the effect of strengthened sales ofprotection-type products outweighing the impact from the expiration and cancellation ofvariable annuities insurance. Ordinary profit was 13.2 billion yen, a decrease of 15.7
billion yen compared to the previous fiscal year, and net income was 8.7 billion yen, adecrease of 5.9 billion yen compared to the previous fiscal year, due to a decrease inprofit from valuation in derivatives and other factors stemming from changes in themarket environment.
Tokio Marine & Nichido Life is promoting “Life Insurance Revolution toProtect One’s Living,” which focuses on risks such as the inability to work. In
November of last year, Tokio Marine & Nichido Life launched a product with a newly
established rider that provides for a lump-sum payment for hospitalization due to any offive diseases including cancer, in addition to a household indemnity for the inability towork. Tokio Marine & Nichido Life has been making efforts to further develop abusiness model that integrates life insurance and property and casualty insurance with
Tokio Marine & Nichido. In October of last year, Tokio Marine & Nichido Life
introduced a “comprehensive discount for life insurance” in Super Insurance, which isan original product of the Group. We hope that an increasing number of customers takeadvantage of the opportunity to use this product.

Overseas Insurance Business
The Group has actively developed its overseas insurance business with the aim
to achieve global growth and risk diversification, and, through excellent know-how heldby group companies, has implemented a wide range of efforts toward the realization ofsynergies such as increasing premium income, advancing investment management,29raising business efficiency and other measures. Due to the steady revenue growth ofmany of our major subsidiaries and to the contribution of HCC, which we acquired in2015, combined premium income for life insurance and property and casualty insurance
was 1,518.1 billion yen, an increase of 27.4 percent compared to the previous fiscal year.
Ordinary profit was 114.0 billion yen, an increase of 1.8 billion yen compared to theprevious fiscal year.
PHLY, a U.S. property and casualty insurance group, achieved an increase ofpremium income by promoting a strategy aimed at specific types of business andcustomer segments. HCC also achieved an increase of premium income by promoting
sales of specialty insurance by taking advantage of its highly professional underwriting
ability.
Delphi, a U.S. insurance group, increased its premium income by promoting
sales of employee benefit-related insurance and contributed to investment return of theentire Group by managing assets entrusted by other group companies with its highinvestment expertise.
Tokio Marine Kiln Group Limited, a U.K.-based insurance group, steadily
expanded its underwriting of risks amid a downward trend in premium rates.
With regard to the property and casualty insurance business in emerging
markets, the Group achieved an increase of premium income due to the measures suchas expanding sales of auto insurance in Brasil and Malaysia. With regard to the life
insurance business, the Group achieved a steady increase of premium income in Asia.

Financial and Other Business
The Group developed its financial services business steadily with a focus on its
fee-based asset management business, which offers a stable revenue base. Suchfee-based business includes the management of pension funds and the management ofinvestment trusts by Tokio Marine Asset Management Co., Ltd.
With respect to other general businesses, the Group continued to engage intemporary staffing services, property management services and other businesses.

30

CSR
Tokio Marine & Nichido has been working on an industry-academia
collaborative study on climate change and natural disaster risks. At the “First National
Meeting for Promotion of Disaster Prevention” held in August of last year, Tokio
Marine & Nichido and International Research Institute of Disaster Science, Tohoku
University jointly hosted a forum entitled, “For safety and security for the future ―Are
we appropriately utilizing the lessons learned from natural disasters such as the Great
East Japan Earthquake?” Tokio Marine & Nichido has continued its initiatives to protect
the global environment through mangrove planting activities abroad and environmental
protection activities in Japan.

Issues Facing the GroupIn fiscal year 2017, we expect that the gradual improvement of the world
economy centered on the U.S. will continue. Meanwhile, in addition to political risks
such as the new administration in the U.S. and negotiations by the United Kingdom toexit the European Union, geopolitical risks are also matters of concern.
The Japanese economy is expected to continue its gradual recovery through arecovery in personal consumption and public investments aimed at boosting the
economy.
Under these circumstances, the Group aims to further enhance “Enterprise Risk
Management” by promoting investment in businesses with high capital efficiency andrisk diversification on a global scale. Through these efforts, we intend to maintainfinancial soundness, a key strength of the Group, while aiming to achieve a balance insustainable profit growth and capital efficiency in the final year of our medium-termbusiness plan “To Be a Good Company 2017.” We will also continue to further
strengthen the aligned management of the Group, a key platform for our entire
operations.
In our domestic property and casualty insurance business, we will further refine
our business model that integrates life insurance and property and casualty insurance
from the customer's viewpoint and actively support regional development and health31and productivity management. We will also develop product and service strategies thatappropriately take into account the environmental changes such as technologicaladvancements while improving our ability to respond to risks in relation to new fields
such as cybersecurity, agriculture, and sharing economies by strengthening our researchand development efforts.
In the domestic life insurance business, we will conduct asset management
based on Asset Liability Management (ALM) under the assumption that low interest
rates will persist over the long-term. We will also reinforce sales of our protection-type
products by promoting our “Life Insurance Revolution to Protect One’s Living,” which
provides coverage for the inability to work, medical treatment, nursing care, among
others. In addition, we will launch a medical insurance in August of this year, that
supports customers’ activity toward improved health for the first time in the industry.
We will continue to strive for innovation.
In the overseas insurance business, the Group aims to improve capitalefficiency and expand profit by strengthening organic growth and promoting strategicand disciplined M&A. To strengthen organic growth, we will realize synergies within
the Group through promoting sales of HCC’s highly specialized insurance products
using the Group’s global network, enhancing investment return through Delphi, which
has sophisticated know-how in that area, among other measures. With respect tostrategic M&A, we will continue to seek global growth opportunities and regional
diversification.
What underpins each of these businesses is human resources. The Groupendeavors to have all employees contribute to the growth of the Group by maintaining
their good health and maximizing their abilities. This year, the Group was selected as a
“Health & Productivity Stock” for the second consecutive year. As in previous years,
the Group will continue its efforts to encourage the success of women in the workplace,develop global human resources, employ handicapped persons, among other measureswith the aim of helping employees attain satisfaction in the workplace.
The Group sets a basic policy of paying dividends for shareholder returns andwill seek to increase dividends by improving profitability.
Under our management philosophy to place “customer trust at the base of all its

32

activities”, the entire Group will endeavor to achieve further growth as a corporategroup, seeking growth characterized by high profitability, sustainability and soundness.
We plan on building up a “Good Company” that is trusted widely by customers
and the society. The management would like to express its sincere appreciation to allshareholders of Tokio Marine Holdings for their continued guidance and support.
Note 1: Throughout this Business Report, all amounts (including numbers of shares)
are truncated and all ratios are rounded to one decimal place (hereinafter thesame shall apply in the financial statement below).
Note 2: Numbers that appear as ordinary income and ordinary profit for each businesssegment are before adjustments made to record ordinary income and ordinary
profit in the consolidated statement of income.
Note 3: The combined ratio is a measure of profitability for a property and casualty
insurance company. Specifically, it is the ratio of claims and operating
expenses (numerator) to premiums (denominator). The ratio is 100 percent
when the balance of payments is in equilibrium.
Note 4: The yen-denominated amounts of premium income and ordinary profit inoverseas insurance business are calculated at exchange rates in effect as of theend of December 2016.

33

(2) Four Year Summary of Assets and Earnings of the Group and the Insurance Holding
Companya. The Group's summary of assets and earnings(Yen in millions)(Fiscal year)
2013
2014
2015
2016
Ordinary income
4,166,130
4,327,982
4,579,076
5,232,602
Ordinary profit
274,386
358,182
385,825
387,659
Net income attributable to184,114
247,438
254,540
273,856
owners of the parent
Comprehensive income
442,277
997,024(14,543)
169,603
Net assets
2,739,114
3,609,655
3,512,656
3,569,760
Total assets
18,948,000
20,889,670
21,855,328
22,607,603
b. The Insurance Holding Company's summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal year)
2013
2014
2015
2016
Operating income
19,442
149,751
96,73684,702
Dividends received
13,106
143,701
89,45574,160Insurance subsidiaries
11,600142,215
82,782
68,994
Other subsidiaries
1,506
1,486
6,673
5,166
Net income
12,384
141,734
57,402
68,666
Net income per share of common
16.14
185.57
76.06
91.15
share
yen
yen
yen
yen
Total assets
2,478,082
2,509,565
2,486,765
2,436,616
Share of insurance subsidiaries
2,374,845
2,383,545
2,333,913
2,329,195
Share of other subsidiaries
81,71880,85780,627
74,202(3) The Group's Principal Offices (As of March 31, 2017)
a. The Company
Location
Head Office2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Established as ofApril 2, 2002

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

b. Subsidiaries and affiliates
Business
Company
segment
nameDomestic
Tokio Marine
property and & Nichido
casualty
insurance

Office nameLocation

Head Office
Hokkaido
Hokkaido
Branch and 6other branches
TohokuSendai Branch
and 9 otherbranches
Kanto
Tokyo Central
Branch and 31
other branches
Tokai andAichi South
Hokuriku
Branch and 25
other branches

2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan34

Established
as ofMarch 20,1944

Kansai

Nisshin Fire

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

June 10,1908

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

May 27,
1987

Head OfficeLondon, U.K.

July 11,1994

Head Office

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

December9, 1985

Domestic life
insurance

Tokio Marine& Nichido
Life

Head Office

Overseas
insurance

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

Head OfficeFinancial andother

Head Office

Head Office

August 6,
1996

July 6,
1981

March 27,
1991

Notes: 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.
2. "Office name" is the name of the principal office.
3. "Location" is the location of the head office.
4. The dates shown above are the date of incorporation.

(4) The Group's Employees

Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other

As of March 31,
2016

As of March 31,
201720,221

20,538317

2,301
12,707
1,673

2,249
13,637
2,418

(52)
930
745

35

Increase(decrease)Total

36,902

38,842

1,940(5) The Group's Principal Lenders (As of March 31, 2017)
Business segment

Company nameDomestic property and
Tokio Marine & Nichido
casualty insurance

LenderThe Bank of TokyoMitsubishi UFJ, Ltd.
Syndicated loan

Balance of loan
145,847 million yen
269,256 million yen

Note: The arranger of the syndicated loan is The Bank of Tokyo-Mitsubishi UFJ, Ltd.

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

Amount24,226 million yen
562 million yen
9,404 million yen
732 million yen
34,926 million yen

Notes: 1. "Amount" is the aggregate amount of investment in facilities for fiscal year 2016.
2. Yen amounts include certain capital expenditures in other currencies which were converted
into yen based on exchange rates as of the end of December 2016.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiaries (As of March 31, 2017)a. Parent company
None.
b. Major subsidiaries and affiliates accounted for by the equity method
Ratio ofCompany nameLocation

Major business

Paid-in
Tokio
Date ofcapitalMarineNotes
incorporation (Yen in Holdings's
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

25,903

91.6%

-

36

Tokio Marine & Nichido
Life Insurance Co., Ltd.

Tokyo,Japan

Life insurance

Aug. 6, 1996

55,000100.0%-

Tokio Marine Millea
SAST Insurance Co., Ltd.

Kanagawa,
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 company
Cynwyd,Holding Corp.
Pennsylvania,
U.S.A.

July 6, 19810

100.0%(100.0)-Philadelphia Indemnity
Insurance Company

Bala
Property andcasualty insurance
Cynwyd,Pennsylvania,
U.S.A.

Feb. 4, 1927

504

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

Honolulu,
Hawaii,U.S.A.

Property andcasualty insurance

Aug. 6, 1982

479

100.0%(100.0)-

Tokio Marine America
Insurance Company

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

Property andcasualty insurance

Aug. 13,1998

560

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

Wilmington,
Delaware,
U.S.A.

Holding company

May 27, 19870

100.0%(100.0)-

Safety National Casualty
Corporation

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

Property andcasualty insurance

Nov. 28, 1942

3,365

100.0%(100.0)-

Reliance Standard Life
Insurance Company

Schaumburg,
Illinois,
U.S.A.

Life insurance

Apr. 2, 1907

6,282

100.0%(100.0)-

Reliance Standard Life
Insurance Company of
Texas

Houston,Texas,U.S.A.

Life insurance

Aug. 16,1983

78

100.0%(100.0)-HCC Insurance Holdings,
Inc.

Dover,
Delaware,
U.S.A.

Holding company

Mar. 27, 1991

0

100.0%(100.0)-37

Houston Casualty
Company

Dallas,Texas,U.S.A.

Property and
May 27, 1981
casualty insurance

560

100.0%(100.0)-U.S. Specialty Insurance
Company

Dallas,Texas,U.S.A.

Property andOct. 28, 1986
casualty insurance

471

100.0%(100.0)-HCC Life Insurance
Company

Indianapolis,
Indiana,
U.S.A.

Life insurance

Dec. 3, 1980

280

100.0%(100.0)-

Tokio Marine Kiln Group
LimitedLondon,U.K.

Holding company

July 11, 1994

141

100.0%(100.0)-

Tokio Marine
Underwriting Limited

London,U.K.

Property andOct. 27, 2008
casualty insurance0

100.0%(100.0)-HCC International
Insurance Company PLC

London,U.K.

Property andJuly 22, 1981
casualty insurance

21,329100.0%(100.0)-

Tokio Millennium Re AG

Zurich,Switzerland

Property andMar. 15, 2000
casualty insurance

25,515100.0%(100.0)-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company

Mar. 12, 1992

48,883100.0%-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

Property andJuly 11, 1923
casualty insurance

8,027

100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

2,889

85.7%
(85.7)-

Tokio Marine Insurans(Malaysia) Berhad

Kuala
Lumpur,Malaysia

Property andcasualty
insurance

Apr. 28, 1999

10,228100.0%(100.0)-

Tokio Marine Life
Insurance Malaysia Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

5,729

100.0%(100.0)-

Edelweiss Tokio Life
Insurance Company
LimitedMumbai,
India

Life insurance

Nov. 25, 2009

4,527

49.0%
(49.0)-

Tokio Marine Seguradora
S.A.

Sao Paulo,
BrazilProperty andJune 23, 1937
casualty insurance

21,55397.8%(97.8)-

Notes: 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.
2. With regard to the amounts of capital of the company that holds capital in foreign currency,

38

the amounts of capital shown above have been converted to yen based on the currency
exchange rate on the closing date of the fiscal year of the Company.
3. Figures in brackets shown under Tokio Marine Holdings's voting rights reflect Tokio Marine
Holdings's indirectly held ownership ratio in the respective subsidiary.

(9) The Group's acquisition and transfer of businessNone.
(10) Other Important Matters Concerning the Current State of the GroupNone.

2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2017)
Name
Shuzo Sumi

Tsuyoshi Nagano

Position andOther major occupations
responsibilities
Representative Director
Counsellor of Tokio Marine & Nichido
and Chairman of the Board Director of The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (outside director)
Director of Toyota Industries Corporation(outside director)
Vice Chairman of Japan Association of Corporate
Executives
Representative Director
and President & Chief
Executive Officer

Chairman of the Board of Tokio Marine & Nichido

Group CEO (Group Chief
Executive Officer)
Kunihiko Fujii

Senior Managing Director

Senior Managing Director of Tokio Marine &NichidoGroup CRO (Group
Chief Risk Officer)
In charge of Risk
Management Dept. andInternational Business
Development Dept.
(international businessstrategies (ERM) etc.)
Ichiro Ishii

Representative Director
and Senior Managing
Director

Senior Managing Director of Tokio Marine &NichidoHead of international
insurance businessIn charge of International
Business Development
Dept. (management ofNorth America (HCC))

39

Hirokazu Fujita

Managing Director

Managing Director of Tokio Marine & Nichido

Group CIO (Group Chief
Investment Officer)
In charge of Financial
Planning Dept., Corporate
Accounting Dept. andInternal Audit Dept.
Takayuki Yuasa

Representative Director
and Managing Director

Managing Director of Tokio Marine & Nichido

Group CFO (Group
Chief Financial Officer)
In charge of Corporate
Planning Dept., Legal
Dept. and Internal Control
Dept.
Toshifumi Kitazawa

Director

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

Shinichi Hirose

Director

President & Chief Executive Officer of Tokio
Marine & Nichido Life

Akio Mimura

Director(outside director)

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

Mikio Sasaki

Director(outside director)

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

Director(outside director)

Professor, Graduate School of Commerce andManagement, Hitotsubashi University
Director of Mitsui Fudosan Co., Ltd.
(outside director)
Director of Asahi Glass Company, Limited(outside director)

Yasuyuki Higuchi

Director(outside director)

Chairman of Microsoft Japan Co., Ltd.
Corporate Vice President of Microsoft Corporation
Director of ASKUL Corporation (outside director)
Director of Faith, Inc. (outside director)

40

Takaaki Tamai

Audit & Supervisory
Board Member (full-time)-

Takashi Ito

Audit & Supervisory
Board Member (full-time)-

Yuko Kawamoto

Audit & Supervisory
Board Member(outside audit &supervisory board
member)Professor, Graduate School of Business and Finance,
Waseda University
Director of Mitsubishi UFJ Financial Group, Inc.
(outside director)

Akinari Horii

Audit & Supervisory
Board Member(outside audit &supervisory board
member)Director and Special Advisor of The Canon Institutefor Global Studies

Akihiro Wani

Audit & Supervisory
Board Member(outside audit &supervisory board
member)Attorney-at-law

Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside
directors and outside company auditors defined by Article 2, paragraph 3, item 5 of the
Enforcement Regulations of the Companies Act of Japan (hereinafter the same shall apply inthis Business Report).
2. Mr. Akio Mimura, Mr. Mikio Sasaki, Ms. Masako Egawa, Mr. Yasuyuki Higuchi, Ms. Yuko
Kawamoto, Mr. Akinari Horii and Mr. Akihiro Wani are “independent directors/auditors” asspecified by the Tokyo Stock Exchange, Inc.
3. Mr. Kunihiko Fujii assumed his position as Executive Vice President of Tokio Marine
Holdings and Tokio Marine & Nichido effective as of April 1, 2017.
4. Mr. Ichiro Ishii assumed his position as Executive Vice President of Tokio Marine Holdings
and Tokio Marine & Nichido effective as of April 1, 2017.
5. Mr. Hirokazu Fujita assumed his position as Senior Managing Director of Tokio Marine
Holdings and Tokio Marine & Nichido effective as of April 1, 2017.
6. Mr. Shinichi Hirose resigned from his position as President & Chief Executive Officer of
Tokio Marine & Nichido Life effective as of March 31, 2017. He assumed his position as
Managing Director of Tokio Marine Holdings effective as of April 1, 2017.
7. Mr. Yasuyuki Higuchi resigned from his position as Chairman of Microsoft Japan Co., Ltd.
and Corporate Vice President of Microsoft Corporation effective as of March 31, 2017. Heassumed his position as Senior Managing Executive Officer of Panasonic Corporation
effective as of April 1, 2017.
8. Mr. Takaaki Tamai, as a director of Tokio Marine Holdings and Tokio Marine & Nichido,
was in charge of accounting department and has extensive insight regarding finance andaccounting matters.
9. Mr. Takashi Ito was General Manager of Corporate Planning Dept. of Tokio Marine Holdings
and has extensive insight regarding finance and accounting matters.
10. Ms. Yuko Kawamoto has many years of experience in research and other activities withrespect to financial institutions and has extensive insight regarding finance and accounting
matters.
11. Mr. Akinari Horii, as an executive or a regular employee of Bank of Japan through many
years, has extensive insight regarding finance and accounting matters.
12. Mr. Akihiro Wani has many years of experience in his role as a corporate lawyer acting for
financial institutions on legal matters and has extensive insight regarding finance andaccounting matters.

41

(2) Remuneration and Other Compensation to Directors and Audit & Supervisory Board
Members
Number of persons to receive
remuneration and othercompensation

Remuneration and other compensation

13 persons

493million yen

5 persons

111 million yen

18 persons

604 million yen

Directors
Audit &
Supervisory
Board
Members
Total

Notes: 1. “Number of persons to receive remuneration and other compensation” includes one director
who resigned from office at the close of the 14th ordinary general meeting of shareholders
held on June 27, 2016.
2. “Remuneration and other compensation” includes the amounts paid to the director referred toin Note 1 above.
3. Remuneration in connection with share acquisition rights granted to directors is 87 million
yen.
4. Maximum amount of remuneration as determined by the resolution of the general meeting ofshareholders is described below.

Directors

Maximum amount of remuneration as determined by the resolution of the general
meeting of shareholders
Monthly remuneration: 50 million yen per month
Remuneration in connection with share acquisition rights: 140 million yen per year

Audit &
Supervisory
Board
Members

Monthly remuneration: 12 million yen per month

Total

Monthly remuneration: 62 million yen per month
Remuneration in connection with share acquisition rights: 140 million yen per year

(3) Limitation of Liability
Name
Akio Mimura (outside director)
Mikio Sasaki (outside director)
Masako Egawa (outside director)
Yasuyuki Higuchi (outside director)
Yuko Kawamoto (outside audit & supervisoryboard member)
Akinari Horii (outside audit & supervisoryboard member)
Akihiro Wani (outside audit & supervisoryboard member)

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

42

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Assignments (As of March 31, 2017)
Other occupations of outside directors and outside audit & supervisory board members are as
described above in “2. Matters Concerning Directors and Audit & Supervisory Board
Members (1) Directors and Audit & Supervisory Board Members (As of March 31, 2017)”.
From among the entities where outside directors and outside audit & supervisory board
members have other occupations, while insurance subsidiaries of the Company conductconsiderable amounts of insurance-related transactions with Nippon Steel & Sumitomo Metal
Corporation, Nisshin Seifun Group Inc., Mitsubishi Corporation, Asahi Glass Company,
Limited and Mitsubishi UFJ Financial Group, Inc., each outside director and outside audit &supervisory board member fulfills the independence standards for Outside Directors andOutside Audit & Supervisory Board Members set by the Company.
(2) Principal Activities
Current term
Name
in officeAkio Mimura(outside director)

Mikio Sasaki(outside director)

Masako Egawa(outside director)

Yasuyuki Higuchi(outside director)

Attendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

Attended all 12 board of
directors' meetings held
during fiscal year 2016.

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

5 years and 9 Attended all 12 board ofmonthsdirectors' meetings held
during fiscal year 2016.

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

1 year and 9 Attended all 12 board ofmonthsdirectors' meetings held
during fiscal year 2016.

She has fulfilled her supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on her insight
as a specialist in business
management, acquired through many
years of experience in financial
institutions, involvement in academic
activities related to corporate
governance and experience at The
University of Tokyo as an Executive
Vice President.

6 years and 9months9 months

After assuming theposition, attended 9 of the
10 board of directors'
meetings (All 9 ordinary
board of directors'
meetings) held during fiscal

43

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa company manager which has beenacquired through many years of

Yuko Kawamoto(outside audit &supervisory board
member)Akinari Horii(outside audit &supervisory board
member)Akihiro Wani(outside audit &supervisory board
member)year 2016.

experience in a management role.

10 years and9 months

Attended 11 of the 12 boardof directors' meetings(All 11 ordinary board of
directors' meetings) and all
11 audit & supervisoryboard meetings held during
fiscal year 2016.

She has fulfilled her audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on her insight onbusiness management which has
been acquired through many years ofexperience as a consultant andinvolvement in academic activities.

5 years and 9monthsAttended all 12 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2016.

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

2 years and 9monthsAttended all 12 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2016.

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

Notes: 1. Current term in office is the length of the term held as of March 31, 2017.
2. Description in the "Attendance of board meetings etc." and "Major activities including theremarks made at board meetings etc." includes matters in connection with the audit &supervisory board meetings as well as the board of directors' meetings.
3. Of the 12 board of directors ' meetings held during fiscal year 2016, 11 were ordinary
meetings, 1 was an extraordinary meeting. All of the 11 audit & supervisory board meetings
held during fiscal year 2016 were ordinary meetings.

(3) Remuneration and Other Compensation

Total amount of
remuneration andothercompensation

Number of persons toreceive remunerationand other compensation

Remuneration received
from the insurance
holding company

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

7 persons

82 million yen-

Notes: 1. Of the "Remuneration received from the insurance holding company", remuneration inconnection with share acquisition rights was 6 million yen.
2. The breakdown of the remuneration is as follows.
- Outside directors: 4 persons, 43 million yen- Outside audit & supervisory board members: 3 persons, 39 million yen(4) Comments of Outside Directors and Outside Audit & Supervisory Board Members
No comments with regard to (1) to (3) above.

4. Matters Concerning Common Share(1) Number of Shares (As of March 31, 2017)
Total number of shares authorized to be issued: 3,300,000 thousand shares

44

Total number of the issued shares: 753,024 thousand shares (including 2,912 thousand
treasury shares)(2) Total Number of Shareholders (As of March 31, 2017)
79,673(3) Major shareholders (As of March 31, 2017)
Capital contribution
to the Company
Shareholders
Number ofshares held

Ratio ofshares held

thousand shares%

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

45,731

6.1

Japan Trustee Services Bank, Ltd. (Trust Account)

40,754

5.4State Street Bank and Trust Company 505001

24,802

3.3

Meiji Yasuda Life Insurance Company

15,7792.1

JP Morgan Chase Bank 385632

14,8252.0

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

14,690

2.0

Japan Trustee Services Bank, Ltd. (Trust Account 1)

10,905

1.5

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

10,832

1.4

Japan Trustee Services Bank, Ltd. (Trust Account 2)

10,770

1.4

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

10,457

1.4

Notes: 1. The 10,832 thousand shares held by The Master Trust Bank of Japan, Ltd. Retirement Benefits Trust
Account for Mitsubishi Corporation are assets entrusted by Mitsubishi Corporation for its retirement
benefits trust.
2. The ratio of shares held is calculated after deducting 2,912 thousand treasury shares held by theCompany.

(Composition ratio by type of shareholders)
Financial institutions:
Financial instruments firms:
Other domestic companies:
Foreign companies:
Individuals and others:

35.5%
2.4%
7.4%
42.9%
11.9%

(The number of outstanding shares as of March 31, 2017: 753,024 thousand shares)

5. Matters Concerning Share Acquisition Rights
The following table sets forth the status and outlines of the share acquisition rights issued by the Company
to directors, audit & supervisory board members, and executive officers of Tokio Marine Holdings and its
major subsidiaries as remuneration for the performance of their respective duties as of March 31, 2017:45

Number ofshareacquisitionrights (as ofMarch 31,2017)

Class andnumber ofsharesunderlying
shareacquisitionrights (as ofMarch 31,
2017)
2,500
commonsharesAmountpayable atissuance

Amount to be
paid upon
exercise ofshareacquisitionrightsExerciseperiodJuly 2005
5
Share
Acquisition
RightsJuly 2006
4
2,000
2,013,506 yen
SharecommonAcquisition
sharesRightsJuly 2007
38
3,800
491,700 yen
SharecommonAcquisition
sharesRightsAugust 2008
66
6,600
353,300 yen
SharecommonAcquisition
sharesRightsJuly 2009
247
24,700237,600 yen
SharecommonAcquisition
sharesRightsJuly 2010
382
38,200234,400 yen
Sharecommon30 years fromAcquisition
sharesthe allotment
Rights1 yen perof the share
July 2011
584
58,400219,500 yen
share
acquisition
SharecommonAcquisition
sharesrightsRightsJuly 2012
927
92,700181,900 yen
SharecommonAcquisition
sharesRightsJuly 2013
998
99,800332,600 yen
SharecommonAcquisition
sharesRightsJuly 2014
1,193
119,300
310,800 yen
SharecommonAcquisition
sharesRightsJuly 2015
1,240
124,000
500,800 yen
SharecommonAcquisition
sharesRightsJuly 2016
1,726
172,600
337,700 yen
SharecommonAcquisition
sharesRights
Notes: 1. All share acquisition rights are issued by the Company pursuant to a stock-linked
compensation plan.
2. The July 2005 Share Acquisition Rights were issued with especially favorable terms to46

directors, audit & supervisory board members, and executive officers , pursuant to Articles
280-20 and 280-21 of the former Commercial Code.
3. Share acquisition rights issued from July 2006 through July 2016 were allotted to directors,
audit & supervisory board members, and executive officers to settle their cash
remuneration claims against their respective companies, pursuant to Article 238, paragraphs
1 and 2 and Article 240 of the Companies Act of Japan.
4. Share acquisition rights held by any of directors, audit & supervisory board members, andexecutive officers that he/she received in his/her capacity as a director, audit &supervisory board member, or executive officer of the relevant entity may only be
exercised after he/she has resigned from any position as a director, audit & supervisoryboard member, or executive officer of such entity.

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

Number ofshareacquisitionrightsClass andnumber ofsharesunderlying
shareacquisitionrightsDirectors (except outside
directors)
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights1 person
16

Outside Directors
Number of
persons
holdingshareacquisitionrights-Number ofshareacquisitionrightsAudit & Supervisory
Board Members
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights1 person3

July 2007
Share
Acquisition
Rights19

1,900
commonsharesAugust2008 Share
Acquisition
Rights22

2,200
commonshares1 person19--

1 person3

July 2009
Share
Acquisition
Rights39

3,900
commonshares1 person33--

1 person

6

July 2010
Share
Acquisition
Rights48

4,800
commonshares1 person34

1 person7

1 person

7

July 2011
Share
Acquisition
Rights113

11,300commonshares2 persons73

2 persons

14

1 person

26

July 2012
Share
Acquisition
Rights192

19,200commonshares3 persons113

2 persons18

1 person

61

July 2013
Share
Acquisition
Rights153

15,300commonshares3 persons84

2 persons14

2 persons

55

July 2014
Share
Acquisition
Rights124

12,400commonshares5 persons104

2 persons

12

1 person

8

July 2015
Share
Acquisition
Rights174

17,400commonshares6 persons162

3 persons

12

-

-

July 2016
Share
Acquisition
Rights252

25,200commonshares8 persons234

3 persons

18

-

-

-

Note: As of March 31, 2017, the directors and audit & supervisory board members of the Company have beenallotted the number of share acquisition rights to settle their monetary remuneration claims accrued asconsideration for their service in the respective companies set forth in this table. The directors and audit& supervisory board members of the Company who were also executive officers of the Company or

47

directors or executive officers of the Company's major subsidiaries at the time of the issuance of theshare acquisition rights have been allotted the number of share acquisition rights set forth below in theircapacity as directors or executive officers of these companies.
The July 2005 Share Acquisition Rights: 5
The July 2006 Share Acquisition Rights: 4
The July 2007 Share Acquisition Rights: 16
The August 2008 Share Acquisition Rights: 16
The July 2009 Share Acquisition Rights: 59
The July 2010 Share Acquisition Rights: 99
The July 2011 Share Acquisition Rights: 124
The July 2012 Share Acquisition Rights: 111
The July 2013 Share Acquisition Rights: 124
The July 2014 Share Acquisition Rights: 126
The July 2015 Share Acquisition Rights: 125
The July 2016 Share Acquisition Rights: 95(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
acquisitionrights8 persons

Number ofshareacquisitionrightsNumber of
persons
allotted shareacquisitionrightsNumber ofshareacquisitionrightsJuly 2016
1,433
143,300177
65 persons
1,256
Share
commonAcquisition
sharesRightsNote: The number of employees' share acquisition rights described in the above table includes the number ofshare acquisition rights allotted to the employees of the Company who were also directors or executive
officers of the Company's major subsidiaries at the time of the issuance of such share acquisition rights tosettle their monetary remuneration claims accrued as consideration for their service in the respective
companies. "Employees" in the above table are executive officers who are not directors of the Company.

6. Matters Concerning the Independent Auditor(1) Independent Auditor (PricewaterhouseCoopers Aarata LLC)
Name

Remuneration for fiscal year 2016

Other matters

125 million yen

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

Designated Limited
Liability Partners:
Susumu Arakawa
Takashi Idesawa
Yuko Harada

Notes: 1. The Audit & Supervisory Board of the Company has conducted necessary verification on theproperness of the auditor’s audit plan, the performance of the audit and the grounds for theauditor’s estimate of compensation, and has consented to the amount of the auditor’scompensation as set forth in paragraph 1, Article 399 of Companies Act of Japan.
2. The audit engagement letter entered into between the Company and the independent auditor
does not clearly distinguish between the remuneration for audit services required by theCompanies Act of Japan and the remuneration for a part of audit services required by the48

Financial Instruments and Exchange Act of Japan for these services are practicallyinseparable.
3. The total amount of cash and other financial benefits payable to the independent auditor by
the Company and its subsidiaries is 1,135 million yen.

(2) Limitation of Liability
None.
(3) Other matters Concerning the Independent Auditor
a. Policy regarding dismissals or decisions not to reappoint an independent auditor
The Company has adopted a policy regarding decisions on dismissing or not reappointing an
independent auditor as described below.
The Audit & Supervisory Board shall dismiss an independent auditor if the independent
auditor is deemed to fall under any of the items of Article 340, paragraph 1 of the Companies
Act of Japan, based on the consent of all of the Audit & Supervisory Board members. The
Audit & Supervisory Board comprehensively evaluates the professional knowledge, audit
ability, audit quality, independency from the Company, and other qualifications of an
independent auditor according to the evaluation criteria established by the Audit &Supervisory Board. If the Audit & Supervisory Board finds any problems in the qualificationof an independent auditor or otherwise considers it appropriate to dismiss or not reappoint an
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 of the insurance holding company
conducted by audit firms other than the independent auditor of the insurance holding
company
The financial statements of overseas subsidiaries and affiliates are audited by audit firms
overseas, including the member firms of PricewaterhouseCoopers which is affiliated with
PricewaterhouseCoopers Aarata LLC.

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

8. System to assure appropriate business operations(1) Overview of the Resolution on Establishment of a System to Assure Appropriate
Business Operations
The Company has formulated its “Basic Policies for Internal Controls” below pursuant to theCompanies Act and the Ordinance for Enforcement of the Companies Act.
1. System for ensuring proper operations within the Tokio Marine Group (the “Group”)(1) Based upon the "Tokio Marine Group Corporate Philosophy", the Company, as theholding company presiding over the businesses of the Group, by establishing both theGroup's basic policies for the administration of Group companies and a system ofreporting to the Board of Directors, shall implement the Company's management system

49

for all the Group companies.
a. The Company shall administer the business of Group companies under its direct
management ("Subsidiaries and Others") by concluding business managementagreements with them and through other means.
(a) The Company shall provide Subsidiaries and Others with the Group's basic policies
that form the fundamentals of the Group's management strategies and the Company's
management.
(b) Business strategies, business projects and other important plans by Subsidiaries andOthers shall be subject to the Company's prior approval.
(c) Subsidiaries and Others shall report to the Company their initiatives based on theGroup's basic policies and the progress of their business plans.
b. The business management of Group companies other than Subsidiaries and Others shall,in principle, be made through Subsidiaries and Others.
(2) The Company shall establish the Group's basic policies for accounting, grasp its
consolidated financial position and the Group companies' financial positions, andimplement systems for obtaining approval from, and submitting reports to, shareholders
and supervisory organizations and submitting tax returns to authorities in a proper manner.
(3) The Company shall establish the Group's basic policies for internal controls over financial
reporting and implement systems for ensuring the appropriateness and reliability offinancial reporting.
(4) The Company shall establish the Group's basic policies for disclosure, and implement
systems for disclosing information on corporate activities in a timely and proper manner.
(5) The Company shall establish the Group's basic policies for management of intragrouptransactions and implement systems for such transactions.
2. System for ensuring the execution of professional duties in accordance with applicablelaws, regulations and the Articles of Incorporation(1) The Company shall establish the Group's basic policies for compliance and implement
compliance systems.
a. The Company shall establish a department supervising compliance.
b. The Company shall formulate the "Group Code of Conduct" and ensure that all directors
and employees of the Group respect such code of conduct and give top priority tocompliance in all phases of the Group's business activities.
c. The Company shall have Subsidiaries and Others prepare compliance manuals andwidely promote compliance within the Group by means of training on laws, regulations,internal rules and other matters which all directors and employees of the Group must
respect.
d. The Company shall establish reporting rules in the event of a violation of laws,
regulations or internal rules within any of the Subsidiaries and Others and, in addition tousual reporting routes, set up hotlines (an internal whistle-blower system) to an internaland external organization and while keeping all directors and employees of the Group
well informed as to the use of the system.
(2) The Company shall establish the Group's basic policies for the protection of customers'
interests and maintain a customer-oriented policy in all phases of business in order toimplement a system for the protection of customers' interests.
(3) The Company shall establish the Group's basic policies for information security50

management and implement such systems.
(4) The Company shall establish the Group's basic policies against antisocial factions andgroups, and in association with lawyers, police and other professionals, implement its
systems against such antisocial factions and groups, and respond to them in an organized
and uncompromising manner by severing relationships with them and refusing unfair
demands.
(5) The Company shall establish an internal audit department separate and independent ofother departments, establish the Group's basic policies for internal audits of the Group andimplement systems for efficient and effective internal audits within the Company andGroup companies.
3. System for risk management(1) The Company shall establish the Group's basic policies for risk management andimplement risk management systems.
a. The Company shall establish a department supervising risk management.
b. The Company shall perform risk management by following the basic processes of risk
identification, evaluation and control, contingency planning and assessment of outcomesthrough risk monitoring and reporting.
c. The Company shall have each of the Subsidiaries and Others perform risk management
appropriate to its types of business and its risk characteristics.
(2) The Company shall establish the Group's basic policies for integrated risk management
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 policies for crisis management andimplement systems for crisis management.
4. System for ensuring efficient execution of professional duties(1) The Company shall formulate a medium-term management plan and an annual plan(including numerical targets, etc.) for the Group.
(2) The Company shall establish rules regarding the exercise of authority and construct anappropriate organizational structure for achieving its business purposes in order to realize
efficient execution of operations through a proper division of responsibilities and a chainof command.
(3) The Company shall formulate rules for and establish a "Management Meeting", composedof directors, executive officers and other relevant persons, that shall discuss and report onimportant management issues.
(4) The Company shall establish an Internal Control Committee that shall 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 the Group's basic policies for IT governance, and implement
systems for achieving IT governance.
(6) The Company shall establish the Group's basic policies for personnel matters with a viewto enhancing productivity and corporate value through comprehensive efforts to enhance
employees' satisfaction and pride in their work and promoting fair and transparent
personnel management linked with proper performance evaluation.
(7) The Company shall establish system for ensuring efficient execution of professional duties51

at the Group companies as well as the Company in addition to the above (1) to (6).
5. System for preserving and managing information concerning the execution of directors'
dutiesThe Company shall establish rules for the preservation of documents and other materials.
The minutes of important meetings and documents containing material information
regarding the execution of duties by the directors and the executive officers shall bepreserved and managed appropriately in accordance with such rules.
6. Matters concerning support personnel to the Audit & Supervisory Board Members(1) The Company shall establish the Office of Audit & Supervisory Board under the directcontrol of the Audit & Supervisory Board Members for the purpose of supporting them inthe performance of their duties. Upon request of the Audit & Supervisory Board Members,
the Company shall assign full-time employees having sufficient knowledge and ability tosupport the Members in the performance of their duties.
(2) Employees assigned to the Office of Audit & Supervisory Board shall perform duties
ordered by the Audit & Supervisory Board Members and other work necessary forproceeding with audits, and such employees shall have the right to collect informationnecessary for audit purposes.
(3) Performance evaluations, personnel transfers and disciplinary action concerning such
employees shall be made with the approval of the Audit & Supervisory Board Members(full-time).
7. System of reporting to the Audit & Supervisory Board Members(1) Directors and employees shall regularly report to the Audit & Supervisory Board Members
on management, financial condition, compliance, risk management, internal audits andother matters, and in the event that they detect a material violation of laws, regulations orinternal rules, concerning the execution of operations of the Company or the Group
companies or a fact likely to cause considerable damage to the Company or the Group
companies, they shall immediately report thereof to the Audit & Supervisory Board
Members.
(2) The Company shall establish system to ensure that the Audit & Supervisory Board
Members shall be reported by directors and employees or the ones having received thereport from them, in the event that they detect a material violation of laws, regulations orinternal rules concerning the execution of operations of the Company or the Group
companies, or a fact likely to cause considerable damage to the Company or the Group
companies.
(3) The Company shall establish system necessary as to that directors and employees , whoreported the matters as per above mentioned to the Audit & Supervisory Board Members,
shall not be given any disadvantageous treatment because of the concerned report in the
Company or the Group companies.
(4) Directors and employees shall regularly report to the Audit & Supervisory Board
Members on matters such as how the hot lines (the internal whistle-blower system) areused and reports and consultations made.
8. Other systems for ensuring effective audits by the Audit & Supervisory Board Members

52(1) The Audit & Supervisory Board Members shall attend meetings of the Board of Directors,
have the right to attend "Management Meetings" and other important meetings andcommittees, and express their opinions.
(2) The Audit & Supervisory Board Members shall have the right to inspect at any time theminutes of important meetings and other important documents relating to decisions
approved by directors and executive officers.
(3) Directors and employees shall, at any time upon the request of the Audit & Supervisory
Board Members, explain matters concerning the execution of their duties.
(4) The Internal Audit Department shall strengthen its coordination with the Audit &Supervisory Board Members by assisting in the audit process and through other means.
(5) The company shall pay all the expense and fees incurred regarding the execution of duties
by the Audit & Supervisory Board Members, unless the company proves that they aren't
necessary for the execution.
Amended April 1, 2015
(2) Overview of Implementation of Internal Control Systema. Internal Control System in General
The Company has formulated its “Basic Policies for Internal Controls” and, in accordancewith these Policies, the Company has established an internal control system for the entire
Group, through which it endeavors to ensure proper operations while raising corporate value.
The Company monitors the status and practical application of the Internal Control System
twice a year, and the Board of Directors confirms the details of the monitoring based on
deliberations at the Internal Control Committee. In this fiscal year, it has been confirmedthat there are no significant deficiency in internal control as a 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 to ensure proper Group operations and to ensure compliance with laws,
regulations and the Articles of Incorporation of the Company. The Company also reviews thepolicies each year to determine whether any new policies or revisions to existing policies arenecessary and the Company has revised a part of such basic policies this fiscal year.
In the Group’s basic policies about management of group companies, certain material items
relating to the businesses of the Company’s major group companies for which prior approval
from or report to the Company is required are identified. In accordance with these policies,
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 throughtraining and other methods and responding to reports. In addition, the Group has decided to
implement an external compliance hotline from April of this year that is multilingual to
improve the convenience for directors and employees abroad.
The Group will work on maintenance and improvement of its management system byreferrence to the progress achieved by its overseas group companies in areas of regulation
with extraterritorial application such as economic sanctions and anti-corruption compliance.
d. Efforts related to Risk Management

53

The Company identifies risks that may have material effect on the financial soundness andcontinuity of operations of the Company, establishes countermeasures against such risks,deliberates on the implementation of such countermeasures at the Internal Control
Committee and confirms their effectiveness at board of directors’ meetings. In this fiscal
year, the Company utilized an external audit to reinforce its cybersecurity management
system, established the position of Group CISO (Group Chief Information Security Officer),and decided to increase the number of the personnel engaged in the field of cybersecurity etc.
In order to maintain credit ratings and forestall bankruptcy, the Board of Directors conductsa multi-faceted investigation to confirm that the Group’s real net assets are at a sufficientlevel compared to the risks the Group faces and confirms that financial soundness ismaintained.
e. Efforts to Ensure Efficient Audits by Audit & Supervisory Board Members
The Company provides information to Audit & Supervisory Board Members sufficient toensure effective audit by the Audit & Supervisory Board Members such as by having themattend meetings of the Board of Directors and other important meetings, as well as providingthem access to important financial reports, which allows them to evaluate directors’
execution of their duties.
The Company’s Internal Audit Department also reports to the Audit & Supervisory Board
Members on the internal audit plan, the outcome of the internal audit and the review ofinternal audit plan.
In addition, the Company reports to Audit & Supervisory Board Members four times a year
on the implementation of the internal reporting hotline.

9. Items related to Specified Wholly-owned Subsidiary(1) Name and Address of the Specified Wholly-owned Subsidiary
Tokio Marine & Nichido Fire Insurance Co., Ltd.
2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan(2) The Total Book Value of Shares of Specified Wholly-owned Subsidiary Owned by theCompany and its Wholly-owned Subsidiaries and Other Related Companies as of the
End of the Fiscal Year
2,095,774 million yen(3) Total Amount Recorded in the Assets Section of the Balance Sheet pertaining to theCompany’s Current Fiscal Year2,436,616 million yen

10. Matters Concerning Transactions with the Parent Company
None.

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

12. Other Matters

54

None.

55

Consolidated Balance Sheet as of March 31, 2017
(Yen in millions)
As of March 31, 2017
AssetsCash and bank deposits

710,666

Call loans

220,805

Receivables under resale agreements

34,999Receivables under securities borrowing transactions

21,809

Monetary receivables bought
Money trusts
Securities
Loans
Tangible fixed assets

1,265,837
101,650
16,098,063
1,253,094
289,398
133,191
119,234690
36,282880,080
40,887466,793372,399
1,706,741
3,386
31,032Land
Buildings
Construction in progress
Other tangible fixed assets
Intangible fixed assets
Software
Goodwill
Other intangible fixed assets
Other assets
Net defined benefit assets
Deferred tax assets
Customers' liabilities under acceptances and guarantees
Allowance for doubtful accounts

2,465(12,429)

Total assets

22,607,603

Liabilities
Insurance liabilities

15,544,525
2,753,498
12,791,026
69,0972,629,093

Outstanding claims
Underwriting reserves
Corporate bonds
Other liabilities
Payables under securities lending transactions
Other liabilities
Net defined benefit liabilities
Provision for retirement benefits for directors
Provision for employees' bonus
Reserves under special laws
Price fluctuation reserve

951,334
1,677,758
244,25324
65,612
93,64593,645

Deferred tax liabilities
Negative goodwill
Acceptances and guarantees
Total liabilities

329,527
59,5982,465
19,037,843

Net assets
Shareholders' equity
Share capital
Retained earnings
Treasury shares

150,000
1,699,030(13,658)56

1,835,371

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

1,600,740

Deferred gains (losses) on hedge transactions

11,098Foreign currency translation adjustments

112,869(17,933)

Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

1,706,774
2,292
25,3213,569,760
22,607,603

57

Consolidated Statement of Income for fiscal year 2016
(Yen in millions)Fiscal year 2016
(April 1, 2016 to March 31, 2017)

5,232,602

Ordinary income
Underwriting income
Net premiums written
Deposit premiums from policyholders
Investment income on deposit premiums
Life insurance premiums
Other underwriting income
Investment income
Interest and dividends
Gains on money trusts
Gains on trading securities
Gains on sales of securities
Gains on redemption of securities
Investment gains on separate accounts
Other investment income
Transfer of investment income on deposit premiums
Other ordinary income
Amortization of negative goodwill
Other ordinary income
Ordinary expenses
Underwriting expenses
Net claims paid
Loss adjustment expenses
Agency commissions and brokerage
Maturity refunds to policyholders
Dividends to policyholders
Life insurance claims
Provision for outstanding claims
Provision for underwriting reserves
Other underwriting expenses
Investment expenses
Losses on money trusts
Losses on sales of securities
Impairment losses on securities
Losses on redemption of securities
Losses on derivatives
Other investment expenses
Operating and general administrative expenses
Other ordinary expenses
Interest expenses
Losses on bad debts
Equity in losses of affiliates
Amortization of deferred assets under Article 113of the Insurance Business Act

4,558,623
3,480,478
114,477
47,171
904,418
12,077565,006
424,366
957
26,455
120,927844
27,20011,426(47,171)
108,972
10,22998,743
4,844,943
3,880,059
1,814,853
136,008
685,493
201,56882
640,412
164,810231,077
5,751
76,8042,654
36,488
7,292
2,548
10,897
16,922
868,195
19,883
12,208
596
789
3,826
2,461
387,659

Other ordinary expenses
Ordinary profit

58

(Yen in millions)Fiscal year 2016
(April 1, 2016 to March 31, 2017)
Extraordinary gains
Gains on disposal of fixed assets
Other extraordinary gains
Extraordinary losses
Losses on disposal of fixed assets
Impairment losses on fixed assets
Provision for reserves under special laws
Provision for price fluctuation reserve
Other extraordinary losses
Income before income taxes and non-controlling interests
Income taxes - current
Income taxes - deferred
Total income taxes
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of the parent

59

8,252
5,662
2,589
8,949
2,213
935
5,500
5,500
299
386,962
128,946(17,562)
111,383
275,578
1,721
273,856

Consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2016 (April 1, 2016 to March 31, 2017)(Yen in millions)Shareholders' equity
Retainedearnings

Share capital
Beginning balance

150,000

Treasuryshares1,531,072

Total shareholders'equity(10,742)

1,670,329

Changes during the year
Dividends(94,354)(94,354)

Net income attributable to owners of theparent273,856

273,856

Purchases of treasury shares
Disposal of treasury shares
Cancellation of treasury shares(25,081)(25,081)

(252)

1,061

808

(21,104)

21,104-

Changes inthe scope of consolidation

5,019

5,019

Increase by merger

3,822

3,822

Capital increase of
consolidated subsidiaries

(21)

(21)

Changes based on generally accepted
accounting standards adopted by overseas
subsidiaries

993

993

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

150,000

167,958(2,916)

165,042

1,699,030(13,658)

1,835,371

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

1,601,187

Foreigncurrencytranslation
adjustments

Remeasurementsof defined benefit
plans

210,134(16,796)

19,870Share
acquisitionrights

Noncontrollinginterests

Total net assets

2,485

25,4453,512,656

Changes during the year
Dividends(94,354)

Net income attributable to owners of theparent273,856

Purchases of treasury shares(25,081)

Disposal of treasury shares

808

Cancellation of treasury shares-

Changes inthe scope of consolidation

5,019

Increase by merger

3,822

Capital increase of
consolidated subsidiaries(21)

Changes based on generally accepted
accounting standards adopted by overseas
subsidiaries

993

Net changes in items otherthan shareholders' equity(447)(8,771)(97,264)(1,137)

(192)

(124)

(107,938)

Total changes during the year

(447)

(8,771)(97,264)(1,137)

(192)

(124)

57,1031,600,740

11,098112,869(17,933)

2,292

25,3213,569,760

Ending balance60Notes to Consolidated Financial Statements

Significant matters related to consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 153 companies
Names of major consolidated subsidiaries:
Tokio Marine & Nichido Fire Insurance Co., Ltd.
Nisshin Fire & Marine Insurance Co., Ltd.
E.design Insurance Co., Ltd.
Tokio Marine & Nichido Life Insurance Co., Ltd.
Tokio Marine Millea SAST Insurance Co., Ltd.
Tokio Marine Asset Management Co., Ltd.
Tokio Marine North America, Inc.
Philadelphia Consolidated Holding Corp.
Philadelphia Indemnity Insurance Company
First Insurance Company of Hawaii, Ltd.
Tokio Marine America Insurance Company
Delphi Financial Group, Inc.
Safety National Casualty Corporation
Reliance Standard Life Insurance Company
Reliance Standard Life Insurance Company of Texas
HCC Insurance Holdings, Inc.
Houston Casualty Company
U.S. Specialty Insurance Company
HCC Life Insurance Company
Tokio Marine Kiln Group Limited
Tokio Marine Underwriting Limited
HCC International Insurance Company PLC
Tokio Millennium Re AG
Tokio Marine Asia Pte. Ltd.
Tokio Marine Insurance Singapore Ltd.
Tokio Marine Life Insurance Singapore Ltd.
Tokio Marine Insurans (Malaysia) Berhad
Tokio Marine Life Insurance Malaysia Bhd.
Tokio Marine Seguradora S.A.
Beginning with fiscal year 2016, Tokio Marine Management, Inc. and other 5 companies areincluded as consolidated subsidiaries in this fiscal year due to increase in materiality.
HCC Specialty Holdings (No. 1) Limited and other 5 companies are excluded from the scope of
consolidation due to liquidation. In addition, Tokio Marine Bluebell Re Limited and other 1
company are excluded from the scope of consolidation because they are in the process ofliquidation and are no longer material.
(2) Names of major non-consolidated subsidiaries
Major subsidiaries:
Tokio Marine & Nichido Adjusting Service Co., Ltd.

61

Tokio Marine Capital Co., Ltd.
Reason the subsidiaries were excluded from the consolidation:
Each of these non-consolidated subsidiaries is small in scale in terms of total assets, sales, net
income or loss for the period and retained earnings. As such non-consolidated subsidiaries are
not considered to materially affect any reasonable determination as to the Group’s financial
condition and results of operations and are excluded from the consolidation.
2. Application of the equity method(1) Number of affiliates accounted for by the equity method: 13 companies
Name of a major affiliate accounted for by the equity method:
Edelweiss Tokio Life Insurance Company Limited(2) The non-consolidated subsidiaries (Tokio Marine & Nichido Adjusting Service Co., Ltd., Tokio
Marine Capital Co., Ltd., etc.) and other affiliates (IFFCO-TOKIO General Insurance Co., Ltd.,etc.) have not been accounted for by the equity method because these companies have had a minor
effect on the Company’s consolidated net income or loss for the period and retained earnings andare not considered material as a whole.
(3) The Company owns 30.1% of the total voting rights of Japan Earthquake Reinsurance Co., Ltd.
through Tokio Marine & Nichido and Nisshin Fire. The Company does not consider Japan
Earthquake Reinsurance Co., Ltd. to be its affiliate since it believes that it can not exert asignificant influence on any policy making decisions of Japan Earthquake Reinsurance Co., Ltd.’s
operations given the highly public nature of the company.
(4) With regard to any company accounted for by the equity method that has a different closing datefrom that of the consolidated financial statements, the financial statements of that company for its
fiscal year are used for presentation in the consolidated financial results.
3. Closing date of consolidated subsidiaries
The closing date of the fiscal year for three of the domestic consolidated subsidiaries and 141 overseas
consolidated subsidiaries is December 31. Since the differences in the closing dates do not exceed
three months, the financial statements of the consolidated subsidiaries as of December 31 are used forpresentation in the accompanying consolidated financial statements. As for any significant transactions
taking place during the period between the subsidiaries’ closing dates and the consolidated closing
date, necessary adjustments are made for consolidation purposes.
4. Accounting policies(1) Valuation of securities
a. Trading securities are valued by the mark-to-market method, with the costs of their sales being
calculated on the moving-average method.
b. Bonds held to maturity are recorded by using the amortized cost method (straight-line method)
based on the moving-average method.
c. Bonds earmarked for underwriting reserves are recorded by using amortized cost method(straight-line method) based on the moving-average method, in accordance with the Industry

62

Audit Committee Report No. 21 “Temporary Treatment of Accounting and Auditing Concerning
Securities Earmarked for Underwriting Reserve in Insurance Industry” issued by the JapaneseInstitute of Certified Public Accountants (the “JICPA”), November 16, 2000.
Following is a summary of the risk management policy concerning bonds earmarked forunderwriting reserves.
In order to control interest rate fluctuation risks relating to assets and liabilities, Tokio Marine &Nichido Life divides their underwriting reserves into following subgroups: "dollar-denominatedunderwriting reserve for deferment period of individual annuity insurance (denominated in U.S.
dollars) with floating cancellation refund linked with market interest rates", "underwriting reservefor deferment period of individual annuity insurance with floating interest rates", "underwriting
reserve for lump sum deposit-type whole-life insurance denominated in U.S. dollars with floatinginterest rates" and "underwriting reserve for lump sum deposit-type whole-life insurance withfloating interest rates". Tokio Marine & Nichido Life maintains the policy to match the durationof underwriting reserves of each subgroup and bonds earmarked for the underwriting reserve
within certain time range.
At the end of fiscal year 2016, we abolished the subgroups within single payment individual
annuities, and transferred bonds held for underwriting reserves in those subgroups toavailable-for-sale securities. We did this is because a decrease in the balance of underwriting
reserves for those subgroups caused it to be less significant to reflect in our financial statementsinterest rate risk management that utilizes matching between assets and liabilities. This change
has an immaterial impact on our consolidated financial statements.
d. Other securities with fair value are recorded by the mark-to-market method based upon themarket price on the closing date. The total amount of unrealized gains/losses on such securities is
directly added to net assets with costs of sales being calculated on the moving-average method.
e. Other securities for which the fair value cannot be measured reliably are recorded at cost
determined by the moving-average method.
f. Equity shares in non-consolidated subsidiaries and affiliates that are not subject to the equity
method are recorded at cost determined by the moving-average method.
g. Securities held in individually managed money trusts that are invested as trusted assets arerecorded by the mark-to-market method.
(2) Valuation of derivative transactions

Derivative financial instruments are accounted for by the mark-to-market method.
(3) Depreciation method for tangible fixed assets
The depreciation method for tangible fixed assets is accounted by the straight-line method.
(Changes in accounting policies which are difficult to distinguish from changes in accounting
estimates)
The Company and its domestic consolidated subsidiaries have changed the depreciation method
for tangible fixed assets from the declining balance method to the straight-line method since thebeginning of fiscal year 2016. Previously, the Company and its domestic consolidated subsidiaries
applied the declining balance method for depreciation of tangible fixed assets except for buildings(excluding fixtures attached to buildings) acquired on or after April 1, 1998, to which the63straight-line method was applied.
The proportion of companies adopting the straight-line method has increased due to the recent
expansion in our overseas insurance business. For this reason, the Company and its domestic
consolidated subsidiaries reviewed its depreciation methods and determined that allocating
depreciation expenses equally over useful lives will represent the actual situation more accurately
since it is expected that tangible fixed assets owned by the Company and its domestic
consolidated subsidiaries will be used stably over their useful lives.
Herewith, the accounting policy of depreciation method for tangible fixed assets applied by theCompany and its domestic consolidated subsidiaries is unified to that applied by its overseas
consolidated subsidiaries.
As a result of this change, both ordinary profit and income before income taxes andnon-controlling interests for fiscal year 2016 increased by 2,930 million yen, compared with theprevious accounting method.
(4) Depreciation method for intangible fixed assets
Depreciation of intangible fixed assets procured through acquisitions of overseas subsidiaries isrecorded over the period of time for which the Company expects such subsidiaries contribute to theCompany, and in accordance with the form of such contribution.
(5) Accounting policies for significant reserves and allowancesa. Allowance for doubtful accounts
In order to provide for losses from defaults, domestic consolidated subsidiaries of the Company
establish allowance for doubtful accounts in accordance with internal asset self-assessment and asset
write-off rules as detailed below.
For claims against any debtor who has legally, technically, or substantially become insolvent (due tobankruptcy, special liquidation or suspension of transactions at draft clearinghouses, etc.), allowance iscalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral or performance of applicable guarantees.
For claims against any debtor who is likely to become insolvent in the foreseeable future, allowance iscalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral, performance of applicable guarantees or the relevant debtor himself, taking into
consideration the overall solvency assessment of the relevant debtor.
For claims other than those described above, allowance is provided based on the amount of claims
multiplied by the expected default rate, which is computed based on historical loan loss experience in
certain previous periods.
In addition, all claims are assessed by the asset accounting department and the asset management
department in accordance with the internal rules of asset self-assessment. Subsequently, the asset
auditing department, which is independent from other asset-related departments, audits the results ofassessment by the other asset-related departments. Allowance for doubtful accounts is recorded basedon such assessment results and audits stated above.

64

b. Retirement benefit obligations for directors
Some domestic consolidated subsidiaries set aside a reserve for retirement benefits for their directors
in the amount considered to be accrued as of the end of fiscal year 2016, which is calculated inaccordance with their internal remuneration regulations.
c. Provision for employees’ bonus
To provide for payment of bonuses to employees, the Company and its major consolidated domestic
subsidiaries maintain reserves for employees' bonuses based on the expected amount to be paid.
d. Price fluctuation reserve
Domestic consolidated insurance subsidiaries maintain reserves under Article 115 of the Insurance
Business Act in order to provide for possible losses or damages arising from fluctuation of shareprices.
(6) Accounting for retirement benefit
a. Attribution method for projected retirement benefit obligations
In calculating retirement benefit obligations, attribution to the period ended March 31, 2017 is based
mainly on benefit formula criteria.
b. Method to charge actuarial differences and prior service costs
Actuarial differences are charged to expenses in the subsequent fiscal year in amounts obtained byproportional calculation using the straight-line method over a certain term (5-13 years) within the
average remaining years of service of the employees at the time when the differences were incurredfor each fiscal year.
Prior service costs are charged to expenses in each subsequent fiscal year using the straight-line
method over a certain term (7-13 years) within the average remaining years of service of theemployees at the time when such costs were incurred.
(7) Accounting for consumption tax, etc.
The Company and its domestic consolidated subsidiaries account for consumption tax, etc. by the
tax-excluded method. However, domestic consolidated insurance subsidiaries account for expenses
such as operating and general administrative expenses by the tax-included method.
In addition, any non-deductible consumption tax incurred in connection with assets is included inother assets and is amortized over 5 years using the straight-line method.
(8) Accounting for significant lease transactions
Non-transferrable finance leases of the Company's domestic consolidated subsidiaries commencing
prior to April 1, 2008 are accounted for as operating lease transaction.
(9) Hedge accounting
a. Interest rate
To mitigate interest rate fluctuation risks associated with long-term insurance policies, Tokio Marine &Nichido and Tokio Marine & Nichido Life conduct Asset Liability Management ("ALM") to control

65such risks by evaluating and analyzing financial assets and insurance liabilities simultaneously.
As for interest rate swap transactions that are used to manage such risks, Tokio Marine & Nichido andTokio Marine & Nichido Life apply deferred hedge accounting to the swap transactions based upon
the Industry Audit Committee Report No. 26, “Accounting and Auditing Treatments related to
Adoption of Accounting for Financial Instruments in the Insurance Industry” (issued by the JICPA,
September 3, 2002 - hereinafter called “Report No. 26”).
Effectiveness is not evaluated for hedge treatments that are believed to have high hedge effectiveness,because the Company groups hedged insurance liabilities with the interest rate swaps that are thehedge instruments, based on the period remaining for the instruments.
Tokio Marine & Nichido accounts for any deferred gains as of the end of March 2003 that were
calculated based on the Industry Audit Committee’s Report No.16, "Accounting and Auditing
Treatments related to Adoption of Accounting for Financial Instruments in the Insurance Industry"(issued by the JICPA, March 31, 2000), which was applicable prior to the application of Report No. 26,
using the straight-line method over the remaining hedging period (1-17 years). The accounting
treatments for such deferred gains are based on the transitional measures in Report No. 26. Deferredgains (before tax deductions) under this treatment as of March 31, 2017 were 4,498 million yen andthe amount accounted for in the consolidated financial statements for fiscal year 2016 was 3,241
million yen.
b. Foreign exchangeWith regard to some of major domestic consolidated insurance subsidiaries’ currency swap
transactions and currency forward transactions, which have been entered into for the purpose ofhedging foreign exchange risk associated with assets denominated in foreign currencies, (a) fair value
hedge accounting or (b) matching treatment are applied. The hedge effectiveness is not evaluated forhedging treatments that are believed to have high hedge effectiveness, such as in cases where hedging
tools and hedged instruments share the same important characteristics.
Tokio Marine & Nichido applies deferred hedge accounting to foreign currency loans which hedge
foreign exchange risk associated with equity in overseas subsidiaries. Hedge effectiveness is evaluatedbased on a comparison of the aggregate market fluctuation of the hedged instruments and hedging
tools during the period from when the hedge was entered and ending at the time of the evaluation.
(10) Amortization method and amortization period for goodwill
Goodwill recognized as an asset on the consolidated balance sheet is amortized in the following
manner. The goodwill in connection with Philadelphia Consolidated Holding Corp., HCC Insurance
Holdings, Inc. and Tokio Marine Kiln Group Limited, and Delphi Financial Group, Inc. is amortizedover 20 years, 10 years, and 5 years, respectively, using the straight-line method. Other goodwill isamortized over 5 to 15 years using the straight-line method, however when the amount is small it isamortized at one time.
Negative goodwill that arose on or before March 31, 2010 is recognized as a liability on the
consolidated balance sheet and amortized over 20 years using the straight-line method.
(11) Accounting for deferred assets under Article 113 of the Insurance Business Act
The Company evaluated the amount of amortization of deferred assets under Article 113 of the66

Insurance Business Act for E.design Insurance Co., Ltd. in accordance with applicable laws andregulations and the Articles of Incorporation of E.design Insurance Co., Ltd.
Additional Information(Application of the "Implementation Guidance on Recoverability of Deferred Tax
Assets")The Company and its domestic consolidated subsidiaries have applied the "Implementation
Guidance on Recoverability of Deferred Tax Assets" (Accounting Standards Board of Japan,
Guidance No. 26, March 28, 2016), since fiscal year 2016.
Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 350,261 million yen, and deferred capital gain
for tax purpose is 18,793 million yen.
2. Shares and investment in non-consolidated subsidiaries and affiliates are 127,451 million yen and
11,299 million yen, respectively.
3. Of all loans, the total amount of loans to borrowers in bankruptcy, past due loans, loans past due forthree months or more, and restructured loans is 7,867 million yen. The breakdown is set forth below.
(1) The amount of loans to borrowers in bankruptcy is 0 million yen.
Loans that are past due for a certain period, or for other reasons, are generally placed on non-accrual
status when substantial doubt is considered to exist as to the ultimate collectibility either of principal
or interest ("Non-accrual status loans"; however, any part of bad debt written-off is excluded.).
Loans to borrowers in bankruptcy represent non-accrual status loans that fall within the definitions
provided in Article 96, paragraph 1, subparagraph 3 (a) to (e) (maximum amount transferable toallowance for doubtful accounts) and subparagraph 4 of the Enforcement Ordinance of the
Corporation Tax Law (Ordinance No. 97, 1965).
(2) The amount of past due loans is 347 million yen.
Past due loans are non-accrual status loans, other than those to borrowers in bankruptcy, and those on
which interest payments are deferred in order to assist business restructuring of the borrowers.
(3) The amount of loans past due for three months or more is 0 million yen.
Loans past due for three months or more are defined as loans on which any principal or interests
payments are delayed for three months or more from the date following the due date. Loans classified
as loans to borrowers in bankruptcy and past due loans are excluded from this category.
(4) The amount of restructured loans is 7,519 million yen.
Restructured loans are loans on which concessions (e.g., reduction of the stated interest rate, deferralof interest payment, extension of the maturity date, forgiveness of debt) are granted to borrowers infinancial difficulties to assist them in their corporate restructuring by improving their ability to repay
creditors. Restructured loans do not include loans classified as loans to borrowers in bankruptcy, past
due loans or loans past due for three months or more.

67

4. The value of assets pledged as collateral totals 53,362 million yen in savings deposits, 30,198
million yen in monetary receivables bought and 323,397 million yen in securities.
Collateralized debt obligations are held to the value of 148,164 million yen in outstanding claims,
120,963 million yen in underwriting reserve, 2,912 million yen in corporate bonds and 70,517
million yen in other debts (including foreign reinsurance related debts, etc.).
5. The amount of non-recourse debt of the consolidated special-purpose company is 2,912 million yen
in corporate bonds. The assets corresponding to the non-recourse debt are 2,914 million yen insecurities.
6. Of the commercial paper, etc. received in connection with repurchase agreements and others, thosewith the right to dispose by sale or rehypothecation have a fair value of 59,872 million yen and arewholly held by the Company.
7. Securities include securities lent under loan agreements of 1,130,081 million yen.
8. The outstanding balance of undrawn committed loans is as follows.
(Yen in millions)531,990
283,407248,583

Total loan commitments
Balance of drawn committed loans
Undrawn loan commitments

9. The amount of both assets and liabilities for special account as prescribed in Article 118 of the
Insurance Business Act totals 483,153 million yen.
10. Tokio Marine & Nichido guarantees the liabilities of some of its subsidiaries. The balance of theguarantee to its subsidiaries as of March 31, 2017 is as follows:

Tokio Marine Compaňía de Seguros, S.A. de C.V.
Tokio Marine Pacific Insurance Limited
Total(Yen in millions)
3,407
3,537
6,944

11. Other assets include 7,653 million yen of deferred assets under Article 113 of the Insurance
Business Act.
12. Subordinated borrowings with the rider providing that they are repayable only after other debts,
100,000 million yen, are included in other liabilities.
Notes to consolidated statement of income
1. Major components of business expenses(Yen in millions)
Agency commissions, etc.
568,689
Salaries
304,286
Business expenses consist of "Loss adjustment expenses", "Operating and general administrative
expenses" and "Agency commissions and brokerage" as shown in the accompanying consolidated

68statement of income.
2. The amount of other extraordinary gains is 1,496 million yen in gains on liquidation of subsidiaries
and affiliates and 1,093 million yen in gains on transfer of business in subsidiaries and affiliates.
3. The Group recognized impairment losses on the following properties.
Purpose of use

Category

Location

Properties forbusiness use(nursing careservices)

Buildings andothersIdle or potential
disposal
properties

Land andbuildings

Idle assets

Software3 properties
including equipment
attached to buildings
in Setagaya-ku,
Tokyo
3 properties
including welfare
facilities in
Nerima-ku, Tokyo
-

Total

Impairment loss (Yen in millions)
Land
Building Others
Total
1
8
9

0

624

-

625

0

625

300
309

300
935

Classification of properties: (a) properties used for the insurance business and other businesses aregrouped by each company in consolidation; and (b) other properties including properties for rent andidle or potential disposal properties and properties used for nursing care services are grouped based on
their primary uses on an individual basis.
The total amount of projected future cash flows from properties for business use in the nursing careservices fell below the book values of these properties. Consequently, the Company wrote off theexcess of the book values of such properties over the recoverable values and recognized any such
write off as impairment losses in extraordinary losses. The Company calculates the recoverable valueof the relevant properties by discounting projected future cash flows at a rate of 6.0 percent.
Due mainly to a decision of policy of demolition of buildings for sale in the future, book values of idle
or potential disposal properties fell below the recoverable values. Consequently, the Company wrote
off the excess of the book values of such properties over the recoverable values and recognized such
write offs as impairment losses in extraordinary losses. Recoverable values are the net sales price. Net
sales price is the sales scheduled amounts minus anticipated expenses for disposal of the relevant
properties.
In addition, the Company recognized all of the book values of idle assets as impairment losses inextraordinary losses because it will be unlikely used in the future.

69

Notes to consolidated statement of changes in shareholders' equity
1. Class and number of issued shares and treasury share
Number ofshares as of April
1, 2016

Increase during
fiscal year 2016

Decrease during
fiscal year 2016

(Thousand shares)
Number ofshares as ofMarch 31,2017

Issued shares
Common share
Total
Treasury share

757,524757,524

-

4,500
4,500

753,024
753,024

Common share
Total

2,839
2,839

4,853
4,853

4,780
4,780

2,912
2,912

Notes: 1. The decrease of 4,500 thousand issued shares is attributable to cancellation of treasury
shares.
2. The increase of 4,853 thousand treasury shares of common share is primarily
attributable to a purchase of 4,834 thousand treasury shares.
3. The decrease of 4,780 thousand treasury shares of common share is primarily
attributable to a cancellation of treasury shares that decreased treasury shares by 4,500
thousand.
2. Share acquisition rights (including those owned by the Company)
Category

Nature of share acquisition rights

Amount as of March 31, 2017
(Yen in millions)

The Company(parent company)

Share acquisition rights as shareoptions

2,292

3. Dividends(1) Amount of dividends

Resolution

Ordinary general
meeting ofshareholders heldon June 27, 2016
Meeting of theboard of directors
held on November
18, 2016

Class ofshare

Total amountof dividends
paid(Yen inmillions)

Amount ofdividends per
share
(Yen)

Record dateCommonshare

43,39457.50

March 31,2016

June 28,
2016

Commonshare

50,95967.50

September
30, 2016

December 2,
2016

Effectivedate(2) Dividends of which the record date falls within fiscal year 2016, and of which the effective datefalls on or after April 1, 2017.
The Company intends to obtain approval for the following dividend payment at the 15th Ordinary70General Meeting of Shareholders to be held on June 26, 2017.
Total
amount ofAmount ofClass ofdividends
Source ofdividends
RecordResolution
share
paid
dividends
per share
date(Yen in(Yen)millions)
Ordinary general
meeting ofCommonRetained
March 31,
54,383
72.50
shareholders to beshareearnings
2017
held on June 26, 2017

Effective
date

June 27,
2017

Information on financial instruments
1. Qualitative information on financial instruments
The Group's core operation is its insurance business and it generally makes investments based on cash
inflows mainly arising from insurance premiums. Investment assets are managed in two categories,
which are "Assets backing insurance liabilities" corresponding to long-term insurance contracts suchas deposit type insurance and annuity, and "Other".
With regard to "Assets backing insurance liabilities", ALM is applied in order to ensure future
payments for maturity-refunds and claims. Through ALM, the Group aims to steadily maximize thevalue of surplus ("Investment assets" minus "Insurance liabilities") by controlling the interest rate risks
to which insurance liabilities are exposed and by investing in instruments with some credit risks,
mostly bonds with high credit ratings.
With regard to "Other", the Group works toward diversification of investments and improvement ofinvestment efficiency in order to generate sustainable investment income, while maintaining liquidity
for future claims payments.
In major consolidated subsidiaries, the risk management department, which is independent of trading
departments, quantitatively and qualitatively controls risks in order to deal with such investment risks(market risk, credit risk, market liquidity risk, etc.) pertaining to financial instruments.
Through these approaches, the Group aims to minimize fluctuations in short-term gains and losses,
increase investment income in order to maximize net asset value in the mid-to-long-term, and maintainfinancial soundness.
2. Fair value of financial instruments
The table below shows the fair value of financial instruments excluding equity shares in
non-consolidated subsidiaries and others without reasonably measured fair value as of March 31,
2017.

71

(Yen in millions)

(1)
(2)
(3)
(4)
(5)
(6)
(7)

(8)

Cash and bank deposits
Call loans
Receivables under resaleagreements
Receivables under security
borrowing transactions
Monetary receivables bought
Money trusts
Securities
Trading securities
Bonds held to maturity
Bonds earmarked forunderwriting reserves
Available for sale securities
Loans
Allowance for doubtful
accounts (*1)

Carrying amountshown on balance
sheet
710,666
220,805

Fair value

Difference

710,756
220,80589-

34,99934,999-21,80921,809-1,265,837
101,650

1,265,837
101,650-

691,576
4,512,582

691,576
5,120,043

607,460

52,91154,888

1,976

10,601,585

10,601,585-

1,140,923

4,143

1,140,675(3,895)
1,136,780

(9)
(10)

Corporate bonds (*2)
69,097
67,919(1,177)
Payables under security
951,334
951,334
lending transactions (*2)(11) Derivative assets and30,91530,915liabilities (*3)(*1) Allowance for doubtful accounts earmarked for loans are deducted from the carrying amount.
(*2) Items in liabilities are shown.
(*3) Derivative assets and liabilities are presented on a net basis. Debits and credits arising fromderivative transactions are netted.

Notes: 1. Valuation method for financial instruments
With regard to (1) Cash and bank deposits (excluding those defined as securities in"Accounting Standard for Financial Instruments" (ASBJ Statement No. 10, March 10, 2008)),(2) Call loans, (3) Receivables under resale agreements, and (4) Receivables under security
borrowing transactions, the book value is deemed as the fair value in principle since it isscheduled to be settled in a short period of time and the book value approximates the fairvalue.
Regarding (5) Monetary receivables bought, (6) Money trusts and (7) Securities (including
those in (1) Cash and bank deposits that are defined to be securities in "Accounting Standard
for Financial Instruments") with quoted market price, the quoted closing price is used forlisted shares and the price of the over-the-counter transactions is used for bonds. For
securities with no quoted market price, the net present value of the estimated future cash
flows is applied as the fair value.
With regard to floating rate loans in (8) Loans, the book value is deemed as the fair value
unless the borrower's credit standing has materially changed since the execution of the loan
because interest rate changes will be timely reflected in the future cash flows and the bookvalue approximates the fair value. For fixed rate loans, the fair value is measured as the netpresent value of estimated future cash flows. For loans where borrowers are insolvent or in72

bankruptcy proceedings, the estimated uncollectible debts are deducted from the carrying
amount to get the fair value.
With regard to (9) Corporate bonds, the price of the over-the-counter transactions is the fairvalue.
With regard to (10) Payables under security lending transactions, the book value is deemedas the fair value because it is scheduled to be settled in a short period of time and the bookvalue approximates the fair value.
With regard to (11) Derivative assets and liabilities with quoted market price, the quoted
closing price is used as the fair value. For derivative assets and liabilities with no quoted
market price, the net present value of the estimated future cash flows or the calculated pricebased on an option pricing model is applied as the fair value.
2. Equity shares in non-consolidated subsidiaries, unlisted shares and partnership investments
etc. (Carrying amount on the consolidated balance sheet: 235,795 million yen) are notincluded in (7) Securities because the fair value cannot be determined as they have no quoted
market price and the future cash flow cannot be estimated.
Policy loans (Carrying amount on the consolidated balance sheet: 112,419 million yen) are
not included in (8) Loans because future cash flows cannot be estimated since it is arranged
under insurance policy and the amount is limited within repayment fund for cancellation withno contractual maturity.

Information on investment property
1. Some of the consolidated subsidiaries hold office buildings and land mainly in Tokyo, Osaka andNagoya, some of which are leased out.
2. Fair value of investment property(Yen in millions)
Carrying amount shown on balance
sheet as of March 31, 2017

Fair value as of March 31, 2017

60,692

128,856

Notes: 1. Carrying amount is the amount that the accumulated depreciation and the accumulated
impairment losses are deducted from the acquisition cost.
2. Fair value as of March 31, 2017 is primarily based on appraisals by qualified external
valuers.

Per share information

Net assets per share

4,722.15 yen

Net income per share

363.52 yen

73

Non-consolidated Balance Sheet as of March 31, 2017
(Yen in millions)
As of March 31, 2017
AssetsCurrent assets:
Cash and bank deposits
Prepaid expenses
Accounts receivable
OthersTotal current assets
Fixed assets:
Tangible fixed assets
Buildings
Motor vehicles and transport equipment
Office equipment
Total tangible fixed assets
Intangible fixed assets
Telephone right
Total intangible fixed assets
Investments and other assets
Investments in subsidiaries and affiliates
OthersTotal investments and other assets
Total fixed assets
Total assets
Liabilities
Current liabilities:
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office taxes
Accrued consumption taxes
Deposits received
Provision for employees' bonus
OthersTotal current liabilities
Fixed liabilities:
Reserve for retirement benefit
Total fixed liabilities
Total liabilities
Net assets
Shareholders' equity:
Share capital
Capital surplus
Additional paid-in capital
Total capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Total retained earnings
Treasury shares
Total shareholders' equity
Share acquisition rights
Total net assets
Total liabilities and net assets

12,26613
20,1302
32,413

145
29
49
224
0
0
2,403,398
579
2,403,9782,404,203
2,436,616

574
374
88
12
295
5
616
324
2,292
246
246
2,539

150,000
1,511,485
1,511,485
783,957
332,275
451,682
783,957(13,658)
2,431,784
2,292
2,434,077
2,436,616

74

Non-consolidated Statement of Income for fiscal year 2016
(Yen in millions)Year ended March 31, 2017
(April 1, 2016 to March 31, 2017)
Operating income:
Dividends received from subsidiaries and affiliates

74,160Fees received from subsidiaries and affiliates

10,541

Total operating income

84,702

Operating expenses:
Operating and general administrative expenses

10,229Total operating expenses

10,22974,473Operating profit
Non-operating income:Interest income

0Gains on forfeiture of unclaimed dividends

42

Office work fee

16

Other non-operating income

42

Total non-operating income

101

Non-operating expenses:
Miscellaneous expenses

72

Total non-operating expenses

72
74,502

Ordinary profit
Extraordinary losses:
Impairment losses on investment of subsidiaries andaffiliates
Losses on disposal of fixed assets

5,801
0

Total extraordinary losses

5,802

Income before income taxes

68,700

Income taxes-current

33

Total income taxes

33
68,666

Net income75Non-consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2016 (April 1, 2016 to March 31, 2017)(Yen in millions)Shareholders' equity
Retained earnings

Capital surplus

Beginning balance

Other retained earnings

Share capital

Additional
paid-in capital

150,000

1,511,485

OthersRetainedearnings carriedforwardGeneralreserve-

332,275

498,726

Treasuryshares(10,742)

Total
shareholders'equity2,481,745

Changes during the year
Dividends(94,354)(94,354)

Net income

68,666

68,666

Purchase of treasury shares(25,081)(25,081)

Disposal of treasury shares

(252)

1,061

808

Retirement of treasury shares(21,104)

21,104-

Transfer from retained earnings tocapital surplus

21,357(21,357)-

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

-

-

-

-

(47,044)(2,916)(49,960)

150,000

1,511,485-

332,275

451,682(13,658)

2,431,784

ShareacquisitionrightsBeginning balance

2,485

Total net
assets2,484,231

Changes during the year
Dividends(94,354)

Net income

68,666

Purchase of treasury shares(25,081)

Disposal of treasury shares

808

Retirement of treasury shares-

Transfer from retained earnings tocapital surplus-

Net changes in items other thanshareholders' equity

(192)

(192)

Total changes during the year

(192)

(50,153)

Ending balance

2,292

2,434,077

76

Notes to Non-consolidated Financial Statements
Significant accounting policies
1. Valuation of securities
Investments in subsidiaries and affiliates are stated at cost determined by the moving-averagemethod.
2. Depreciation for fixed assets
Depreciation of tangible fixed assets is computed using the straight-line method.
Fixtures attached to buildings

8 to 18 years

Equipment and furniture

5 to 15 years(Changes in accounting policies which are difficult to distinguish from changes in accounting
estimates)
The Company has changed the depreciation method for tangible fixed assets from the decliningbalance method to the straight-line method since the beginning of fiscal year 2016. Previously, theCompany applied the declining balance method for depreciation of tangible fixed assets except forbuildings (excluding fixtures attached to buildings) acquired on or after April 1, 1998, to which thestraight-line method was applied.
The proportion of companies adopting the straight-line method has increased due to the recent
expansion in our overseas insurance business. For this reason, the Company reviewed its
depreciation methods and determined that allocating depreciation expenses equally over useful
lives will represent the actual situation more accurately since it is expected that tangible fixed
assets owned by the Company will be used stably over their useful lives.
Herewith, the accounting policy of depreciation method for tangible fixed assets applied by theGroup is unified.
The change had an immaterial impact on financial statements.
3. Reserve(1) To provide for payment of bonus to employees, the Company maintains a reserve for
employees’ bonus based on the expected amount to be paid.
(2) To provide for employees’ retirement benefit payment, the Company maintains a reserve for
employee's retirement benefits equal to the amount deemed to have incurred as of the end of
fiscal year 2016.
4. Consumption taxes

Consumption taxes and local consumption taxes are accounted for by the tax-excluded method.
<Additional information>(Application of the "Implementation Guidance on Recoverability of Deferred Tax

77

Assets")
The Company has applied the "Implementation Guidance on Recoverability of Deferred Tax
Assets" (Accounting Standards Board of Japan, Guidance No. 26, March 28, 2016), since thebeginning of fiscal year 2016.
Notes to the non-consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets:

297 million yen

2. Monetary claims against and debts owed to affiliates:
Monetary claims receivables

5,329 million yen
310 million yen

Debts payable

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

84,702 million yen

Operating expenses

1,575 million yen

Transactions other than operating transactions

94 million yen

Notes to the statement of changes in shareholders' equity
Class and number of treasury share held by the Company as of March 31, 2017:
Common share
2,912,404 shares

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

39,063 million yen
593 million yen

Subtotal

39,656 million yen

Valuation allowance(39,656) million yen

Total deferred tax assets- million yen

Net deferred tax assets- million yen

78Notes on transactions with related parties
Category
Company Percentage Relationshipnameof votingrights held

Subsidiary

Tokio
Marine&NichidoTransaction
description

100% held
directly(Yen in millions)
Transaction Item Balance
amountat endoffiscal
year
8,724
-

Overlapping
Receipt ofmanagementbusinessandadministration
Businessfeeadministration
Terms and conditions and corresponding decision-making policies for these transactions:
Note: The Company shall determine the amount of management fees that it receives based on
management contracts between the Company, subsidiaries and affiliates, and discussion withthe relevant entity.
Per share information
Net assets per share

3,241.89 yen

Net income per share

91.15 yen

Notes on subsequent events
The Company resolved at the Board of Directors’ Meeting held on April 28, 2017 to transfer all of
the Company’s shares of Tokio Marine Asia Pte. Ltd. (“TMAsia”), a subsidiary of the Company, toTokio Marine & Nichido, another subsidiary of the Company, as contributions in kind.
(1) Objectives:
Currently, the basic policy of the Group is that subsidiaries regarding with overseas insurance
business shall be invested by Tokio Marine & Nichido from the viewpoint of finance andaccounting etc. Following this policy, it is to bring TMAsia and its subsidiaries under the controlof Tokio Marine & Nichido. As a result, all subsidiaries and affiliates regarding with overseas
insurance business will have been under the control of Tokio Marine & Nichido.
(2) Overview of the subsidiary:
Name of the company: Tokio Marine Asia Pte. Ltd.
Location: Singapore
Business: Holding company of insurance related companies(3) Book value of the shares of the subsidiary:
49,690 million yen(4) Shareholding ratio after contributions in kind:None(5) Date for contributions in kind:79

July 1st, 2017 (Scheduled)80Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
May 17, 2017
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Susumu Arakawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Takashi Idesawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Yuko Harada, CPA
Designated Limited Liability Partner
and Engagement Partner
We have audited, in accordance with Article 444, paragraph 4 of the Companies Act of Japan,
the consolidated financial statements of Tokio Marine Holdings, Inc. (the "Company") for the
fiscal year that began on April 1, 2016 and ended on March 31, 2017. These financial statements
consist of a consolidated balance sheet, a consolidated statement of income, a consolidated
statement of changes in shareholders' equity and notes to consolidated financial statements.
Management's responsibility for the financial statements:
It is the Management’s responsibility to prepare consolidated financial statements based on
accounting principles generally accepted in Japan and to present these statements appropriately.
This includes establishing and implementing internal control systems that Management deems
necessary to prepare and present the consolidated financial statements without material
misstatement resulting from fraud or error.
Auditor's responsibility:
It is our responsibility to express an opinion on the consolidated financial statements based on
our audit as an independent auditor. We conducted our audit in accordance with auditing
standards generally accepted in Japan. Those standards require that, in order to obtainreasonable assurance about whether the consolidated financial statements are free of material
misstatement, we formulate an audit plan and conduct an audit in accordance therewith.
An audit includes procedures to obtain audit evidence in relation to the amounts and disclosuresin the consolidated financial statements. We select and apply audit procedures based on our
judgment and in accordance with a risk evaluation for material misstatement in the consolidated
financial statements resulting from fraud or error. Although the purpose of our audit is not to
express an opinion on the effectiveness of internal control systems, when conducting the risk
evaluation to determine the proper audit procedures we do review the internal control systems
for the preparation and appropriate presentation of the consolidated financial statements. An
audit includes assessing the accounting principles used by management, including how they areapplied, and the estimates made by management, as well as examining the overall presentationof the consolidated financial statements. We believe that our audit provides a sufficient andappropriate basis for our opinion.

81

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

82

Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
May 17, 2017
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Susumu Arakawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Takashi Idesawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Yuko Harada, CPA
Designated Limited Liability Partner
and Engagement Partner
We have audited, in accordance with Article 436, paragraph 2, item 1 of the Companies Act ofJapan, the non-consolidated financial statements of Tokio Marine Holdings, Inc. (the"Company") for its 15th fiscal year that began on April 1, 2016 and ended on March 31, 2017.
These financial statements consist of a non-consolidated balance sheet, a non-consolidated
statement of income, a non-consolidated statement of changes in shareholders' equity, notes tonon-consolidated financial statements, and supplementary schedules.
Management's responsibility for the financial statements:
It is the Management’s responsibility to prepare non-consolidated financial statements andsupplementary schedules based on accounting principles generally accepted in Japan and topresent these statements and supplemental schedules appropriately. This includes establishingand implementing internal control systems that Management deems necessary to prepare andpresent the non-consolidated financial statements and supplementary schedules without material
misstatement resulting from fraud or error.
Auditor's responsibility:
It is our responsibility to express an opinion on the non-consolidated financial statements andsupplementary schedules based on our audit as an independent auditor. We conducted our audit
in accordance with auditing standards generally accepted in Japan. Those standards require that,in order to obtain reasonable assurance about whether the non-consolidated financial statements
and supplementary schedules are free of material misstatement, we formulate an audit plan andconduct an audit in accordance therewith.
An audit includes procedures to obtain audit evidence in relation to the amounts and disclosuresin the non-consolidated financial statements and supplementary schedules. We select and apply
audit procedures based on our judgment and in accordance with a risk evaluation for material
misstatement in the non-consolidated financial statements and supplementary schedules
resulting from fraud or error. Although the purpose of our audit is not to express an opinion on
the effectiveness of internal control systems, when conducting the risk evaluation to determine
the proper audit procedures we do review the internal control systems for the preparation andappropriate presentation of the non-consolidated financial statements and supplementaryschedules. An audit includes assessing the accounting principles used by management, including

83

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

84

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, 2016 and ended on March 31, 2017 and after consultations amongst our members, we,the undersigned Audit & Supervisory Board, report as follows:
1. Details of the Methodology of the Audit Performed by Audit & Supervisory Board Members(1) The Audit & Supervisory Board, which has set the auditing policies, the auditing schedules
and related matters, received from each audit & supervisory board member audit reports
detailing the performance of each audit & supervisory board member in audits and theresults thereof. The Audit & Supervisory Board also received from each of the Company's
directors and the Company's independent auditor reports detailing the performance of theirduties and asked for further explanation whenever necessary.
(2) Each audit & supervisory board member, pursuant to the auditing standards, the auditing
policies and the auditing schedules set by the Audit & Supervisory Board, maintained goodcommunications with directors, the internal audit department and other employees;committed himself or herself to gathering information and improving the circumstances of
the audit; and conducted the audits based on the methods described below.
(a) Each audit & supervisory board member attended meetings of the Board of Directors andother important meetings; received reports detailing the performance of their duties fromdirectors and other employees; asked for further explanations whenever necessary andinspected important decision-making documents and thereby investigated the Company's
business activities and financial position. As for subsidiaries of the Company, each audit& supervisory board member maintained good communications and facilitated
information sharing with directors, audit & supervisory board members, the internal audit
department and other employees of the subsidiaries and received reports regarding thebusiness activities of the subsidiaries whenever necessary.
(b) Pursuant to the auditing standards set by the Audit & Supervisory Board for an audit of
the internal control system, each audit & supervisory board member examined the detailsof the resolution of the meeting of the Board of Directors concerning (i) a governanceframework to ensure that the directors' performance of their duties are carried out in
conformity with the laws and the Articles of Incorporation; and (ii) any other governanceframework to ensure appropriate business operations of the company group comprised ofa joint stock company and its subsidiaries, as set forth in Article 100, paragraphs 1 and 3of the Enforcement Regulations of the Companies Act of Japan. Each audit & supervisoryboard member also monitored and examined the governance framework (internal control
system) which was implemented by the Board of Directors based on the aforementioned
resolution.
(c) Concerning the internal control over financial reporting, each audit & supervisory board
member received from directors and PricewaterhouseCoopers Aarata LLC reports85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 received a notice from the Company's
independent auditor stating that "a framework to ensure that independent auditors'
performance of duties are carried out properly" (consisting of matters enumerated in theitems of Article 131 of the Regulations for Financial Statements of Corporations) isestablished pursuant to "Quality Management Standards Regarding Audits" (Corporate
Accounting Council, October 28, 2005) and addressing other standards concerned, andasked for further explanations whenever necessary.
Based on the methodology of the audit described above, we examined the business report
and the supplementary schedules, the non-consolidated financial statements (balance sheet,statement of income, statement of changes in shareholders' equity and notes thereto) and the
supplementary schedules thereto, and the consolidated financial statements (balance sheet,statement of income, statement of changes in shareholders' equity and notes thereto) for
fiscal year 2016.
2. Results of Audit(1) Results of the audit of the business report and others(a) We found the business report and the supplementary schedules to present fairly the state of
the Company in accordance with applicable laws and regulations and the Articles ofIncorporation of the Company.
(b) In connection with the performance by directors of their duties, we found no dishonest act
or 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 theinternal control system to be appropriate. In addition, we have nothing to report on the
directors' performance of their duties in connection with the internal control system,
including the internal control over the financial reporting.
(2) Results of the audit of the non-consolidated financial statements and the supplementaryschedules thereto
We found the methodologies and the results of the audit conducted by the independent
auditors, PricewaterhouseCoopers Aarata LLC, to be appropriate.
(3) Results of the audit of the consolidated financial statement
We found the methodologies and the results of the audit conducted by the independent
auditors, PricewaterhouseCoopers Aarata LLC, to be appropriate.
May 18, 2017
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.

86

Takaaki Tamai, Audit & Supervisory Board Member (full-time)
Takashi Ito, Audit & Supervisory Board Member (full-time)
Yuko Kawamoto, Audit & Supervisory Board Member
Akinari Horii, Audit & Supervisory Board Member
Akihiro Wani, Audit & Supervisory Board Member
Note: Ms. Yuko Kawamoto, Mr. Akinari Horii and Mr. Akihiro Wani are the outside audit &supervisory board members, fulfilling the position prescribed by Article 2, item 16 of theCompanies Act of Japan.

87