Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns, by
distributing steadily growing dividends on its common share and other ways after taking into consideration
the business results and expected future environment of the Company, subject to the Company having
provided sufficient capital to meet the business needs of Tokio Marine Group.
In accordance with the above policy, and considering various factors, the Company proposes to pay 25 yen
per share of the Company as a year-end cash dividend. As 25 yen per share was paid as an interim cash
dividend, the total amount of annual cash dividends will be 50 yen per share for the fiscal year ended March
31, 2012, the same amount paid for the previous fiscal year.
In order to further improve shareholder returns and give management the flexibility to engage in capital
policies such as share repurchases and cancellation of treasury shares, the Company proposes to decrease its
general reserve by 400.0 billion yen.
1. Payment of the year-end cash dividends(1) Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 25 yen
Aggregate amount of cash dividends: 19,173,201,650 yen(2) Effective date of the distribution of dividends
June 26, 2012
2. Other matters regarding the appropriation of surplus(1) Item of surplus to be increased and the amount
Retained earnings carried forward: 400.0 billion yen(2) Item of surplus to be decreased and the amount
General reserve: 400.0 billion yen

Item 2. Election of Ten (10) Directors
The term of office of all 11 directors will expire at the close of this Meeting.
election of the following 10 directors is proposed.

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For the next term, theThe candidates for directors are as follows:
Name(Date of birth)01.

Brief personal history, position, responsibilities andother major occupations

Kunio IshiharaApril(October 17, 1943) June

02.

Shuzo Sumi
(July 11, 1947)

03.

Takaaki Tamai

Number of theCompany’sshares held
46,520 shares

1966 Joined Tokio Marine
1995 Director and General Manager of Hokkaido
Regional Headquarters of Tokio MarineJune
1998 Managing Director and General Manager of
Hokkaido Regional Headquarters of Tokio Marine
July
1998 Managing Director and General Manager of
Hokkaido Division of Tokio Marine
June
1999 Managing Director of Tokio Marine
June
2000 Senior Managing Director of Tokio Marine
June
2001 President of Tokio Marine
April 2002 President of Tokio Marine Holdings
Oct.
2004 President of Tokio Marine & NichidoJune2007 Chairman of the Board of Tokio Marine & Nichido(to present)June2007 Chairman of the Board of Tokio Marine Holdings(to present)(Other major occupations)
Chairman of the Board of Tokio Marine & Nichido
Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(outside director)
Director of Daiichi Sankyo Company, Limited (outside director)
April 1970 Joined Tokio Marine
18,705 sharesJune
2000 Director and Chief Representative in London,
Overseas Division of Tokio Marine
June
2002 Managing Director of Tokio Marine
Oct.
2004 Managing Director of Tokio Marine & NichidoJune2005 Senior Managing Director of Tokio Marine &Nichido
Dec. 2005 Senior Managing Director and General Manager ofDrastic Reform Promotion Dept. of Tokio Marine& Nichido
June2006 Senior Managing Director of Tokio Marine &NichidoJune2007 President of Tokio Marine & Nichido (to present)June2007 President of Tokio Marine Holdings (to present)(Other major occupations)
President of Tokio Marine & Nichido
April 1975 Joined Tokio Marine
16,150 shares5

(July 5, 1950)

June

2003 Director(*) and General Manager, Overseas
Division of Tokio MarineOct.
2004 Director(*) and General Manager in charge of Asia
region of Tokio Marine & Nichido
June2006 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &Nichido
June2006 Director of Tokio Marine Holdings
July2007 Managing Director and General Manager of
Quality Promotion Dept., Customer Service Dept.
and Corporate Planning Dept. of Tokio Marine &NichidoAug. 2007 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune2008 Managing Director of Tokio Marine & NichidoJune2008 Retired from his position as Director of TokioMarine HoldingsJune2010 Senior Managing Director of Tokio Marine &Nichido (to present)June2011 Senior Managing Director of Tokio MarineHoldings (to present)* Non-member of the board(Responsibilities)
In charge of Corporate Accounting Dept., Personnel Planning
Dept., Internal Control Dept., Risk Management Dept., andInternal Audit Dept.
04. Tsuyoshi Nagano April 1975 Joined Tokio Marine(November 9, 1952) June
2003 Director(*) and General Manager of Nagoya
Production Dept. III, Tokai Division of TokioMarineOct.
2004 Director(*) and General Manager of Nagoya
Production Dept. III of Tokio Marine & Nichido
June2006 Managing Director(*) of Tokio Marine & NichidoJune2008 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune2008 Director of Tokio Marine HoldingsJune2009 Retired from his position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &Nichido (to present)June2011 Senior Managing Director of Tokio MarineHoldings

615,500 sharesFeb.

2012 Senior Managing Director and General Manager ofInternational Business Development Dept. ofTokio Marine Holdings (to present)* Non-member of the board(Responsibilities)
Overall supervision of overseas insurance business; in chargeof International Business Development Dept. (management ofNorth America, Latin America, European and Middle Easternregions and reinsurance operations)(Other major occupations)
Senior Managing Director of Tokio Marine & Nichido
05.
Masashi Oba
April 1978 Joined Tokio Marine(February 13, 1955) June2007 Director(*) and General Manager of Corporate
Accounting Dept. of Tokio Marine & NichidoJune2009 Director(*) and General Manager of Corporate
Accounting Dept. of Tokio Marine HoldingsJune
2010 Managing Director of Tokio Marine & Nichido (topresent)June2010 Managing Director of Tokio Marine Holdings (topresent)* Non-member of the board(Responsibilities)
In charge of Financial Planning Dept.
(Other major occupations)Managing Director of Tokio Marine & Nichido
06.
Kunio Ito
April 1980 Assistant Professor, Faculty of Commerce and(December 13, 1951)
Management, Hitotsubashi University
April
April
Aug.

JuneOct.
Dec.
Dec.

1984 Associate Professor, Faculty of Commerce andManagement, Hitotsubashi University
1992 Professor, Faculty of Commerce and Management,
Hitotsubashi University
2002 Dean, Graduate School of Commerce andManagement/Faculty of Commerce andManagement, Hitotsubashi University
2004 Corporate Auditor of Tokio Marine (outsidecorporate auditor)
2004 Corporate Auditor of Tokio Marine & Nichido(outside corporate auditor)
2004 Board Member/Executive Vice President of
Hitotsubashi University
2006 Professor, Graduate School of Commerce andManagement, Hitotsubashi University (to present)

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6,700 shares

2,800 sharesJune2009 Retired from his position as Corporate Auditor ofTokio Marine & Nichido(outside corporate auditor)
June
2009 Director of Tokio Marine Holdings(outside director) (to present)(Other major occupations)
Director of Sharp Corporation (outside director)
Director of Mitsubishi Corporation (outside director)
Director of Akebono Brake Industry Co., Ltd. (outside director)
07.
Akio Mimura
April 1963 Joined Fuji Iron and Steel Co., Ltd.
(November 2, 1940) June
1993 Director of Nippon Steel Corporation
April 1997 Managing Director of Nippon Steel Corporation
April 2000 Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel Corporation (to present)June2010 Director of Tokio Marine Holdings(outside director) (to present)(Other major occupations)Representative Director and Chairman of Nippon SteelCorporation
Director of Development Bank of Japan Inc. (outside director)
Director of the Innovation Network Corporation of Japan(outside director)
Director of Nisshin Seifun Group Inc. (outside director)
08. Toshifumi Kitazawa April 1977 Joined Tokio Marine(November 18, 1953) June2008 Managing Director and General Manager ofCorporate Planning and Management Dept. of
Tokio Marine & Nichido Life
June
2009 Senior Managing Director and General Managerof Corporate Planning and Management Dept. ofTokio Marine & Nichido LifeJuly
2009 Senior Managing Director of Tokio Marine &Nichido Life
June
2010 President of Tokio Marine & Nichido Life(to present)June2010 Director of Tokio Marine Holdings (to present)(Other major occupations)
President of Tokio Marine & Nichido Life09.
Mikio Sasaki
April 1960 Joined Mitsubishi Corporation
1992 Director of Mitsubishi Corporation(October 8, 1937) June
June
1994 Managing Director of Mitsubishi Corporation8

1,700 shares

9,850 shares

300 shares

AprilApril

1998 President of Mitsubishi Corporation
2004 Chairman of the Board of Directors of Mitsubishi
CorporationJune
2010 Director and Senior Corporate Advisor ofMitsubishi CorporationJune
2011 Senior Corporate Advisor of MitsubishiCorporation (to present)June2011 Director of Tokio Marine Holdings (outsidedirector) (to present)(Other major occupations)
Director of Mitsubishi Motors Corporation(outside director)
Director of Mitsubishi Electric Corporation(outside director)
Director of Mitsubishi Research Institute, Inc.
(outside director)
10. Hirokazu Fujita(**) April 1980 Joined Tokio Marine(May 12, 1956)
June
2011 Director(*) and General Manager of Corporate
Accounting Dept. of Tokio Marine & Nichido(to present)June2011 Director(*) and General Manager of Corporate
Accounting Dept. of Tokio Marine Holdings(to present)(Other major occupations)
Director(*) of Tokio Marine & Nichido* Non-member of the board

5,900 shares

Notes: 1. Dr. Kunio Ito, Mr. Akio Mimura and Mr. Mikio Sasaki are candidates for outside directors.
2. Dr. Kunio Ito, Mr. Akio Mimura and Mr. Mikio Sasaki are “independent directors/auditors” asspecified by the Tokyo Stock Exchange, Inc. and other stock exchanges in Japan. Mr. Akio
Mimura concurrently serves as Representative Director and Chairman of Nippon SteelCorporation (“Nippon Steel”), which has no business transaction with the Company.
Insurance subsidiaries of the Company conduct insurance-related transactions with Nippon
Steel; however, these transactions constitute less than 1 percent of the Company’s consolidated
ordinary income. Mr. Mikio Sasaki concurrently serves as Senior Corporate Advisor ofMitsubishi Corporation, which has no business transaction with the Company. Insurance
subsidiaries of the Company conduct insurance-related transactions with Mitsubishi
Corporation; however, these transactions constitute less than 1 percent of the Company’s
consolidated ordinary income.
3. The reason for proposing Dr. Kunio Ito as a candidate for outside director is that he would beexpected to fulfill his supervisory functions and provide valuable advice based on his insight asa specialist in business management, acquired through many years of involvement in academicactivities. While Dr. Kunio Ito has not been involved in corporate management other than as
an outside director or an outside corporate auditor, we believe that he would effectively perform

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his duty as an outside director for the reasons set forth above. The reason for proposing Mr.
Akio Mimura as a candidate for outside director is that he would be expected to fulfill hissupervisory functions and provide valuable advice based on his insight as a company manager,acquired through many years of experience in a management role. The reason for proposing
Mr. Mikio Sasaki as a candidate for outside director is that he would be expected to fulfill hissupervisory functions and provide valuable advice based on his insight as a company manager,acquired through many years of experience in a management role.
4. Mr. Mikio Sasaki concurrently serves as an outside director of Mitsubishi Motors Corporation(“Mitsubishi Motors”). In March 2011, during Mr. Sasaki’s term as an outside director,
Mitsubishi Motors determined that it had been using certain equipment at its plants without
filing reports required by environmental protection laws and regulations and municipal
ordinances. Although Mr. Sasaki was unaware of the problem until it was discovered, prior to
the incident he consistently made recommendations to enhance and call further attention to theimportance of compliance. After the discovery, Mr. Sasaki led a thorough investigation into
the problem and implementation of measures to prevent a recurrence. Mr. Mikio Sasaki also
concurrently serves as an outside director of Mitsubishi Electric Corporation (“MitsubishiElectric”). Mitsubishi Electric determined that, from January to March 2012, it had been
overcharging or otherwise inappropriately charging in relation to certain contracts forelectronics system projects with the Ministry of Defense, the Ministry of Internal Affairs andCommunications and other institutions, each of which subsequently suspended Mitsubishi
Electric from participating in bidding on projects. Although Mr. Sasaki was unaware of theproblem until it was discovered, prior to the incident he consistently made recommendations toenhance and call further attention to the importance of compliance. After the discovery, Mr.
Sasaki led a thorough investigation into the problem and further enhancement of the compliancesystem to prevent a recurrence.
5. Dr. Kunio Ito will have served as an outside director for 3 years at the close of this Meeting.
Mr. Akio Mimura will have served as an outside director for 2 years at the close of this Meeting.
Mr. Mikio Sasaki will have served as an outside director for 1 year at the close of this Meeting.
6. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with Dr. Kunio Ito, Mr. Akio Mimura and Mr.
Mikio Sasaki to limit their liability provided for in Article 423, paragraph 1 of the Companies
Act of Japan. The limitation of liability under the agreement shall be the higher of either 10
million yen or the amount provided in Article 425, paragraph 1 of the Companies Act of Japan.
The Company intends to maintain the agreement if Dr. Ito, Mr. Mimura and Mr. Sasaki areelected as proposed.
7. Mr. Kunio Ishihara is expected to assume his position as Vice Chairman of Japan Business
Federation at the close of the regular general assembly of Japan Business Federation scheduledfor June 2012.
8. Mr. Takaaki Tamai is expected to retire from his position as a Senior Managing Director ofTokio Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio
Marine & Nichido scheduled for June 2012.
9. Mr. Tsuyoshi Nagano is expected to assume his position as an Executive Vice President of Tokio
Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine& Nichido scheduled for June 2012.

1010. Dr. Kunio Ito is expected to assume his position as an outside director of Sumitomo Chemical
Company, Limited at the close of the ordinary general meeting of shareholders of Sumitomo
Chemical Company, Limited scheduled for June 2012.
11. Mr. Hirokazu Fujita is expected to assume his position as a Managing Director of Tokio
Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine& Nichido scheduled for June 2012.
12. A “**” indicates that the candidate is a newly appointed candidate who is not currently serving
as a director.

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