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

Notice of Convocation of
the 16th Ordinary General Meeting of Shareholders

May 31, 2018

To our shareholders:
You are cordially invited to attend the 16th Ordinary General Meeting of Shareholders of
Tokio Marine Holdings, Inc. (“Tokio Marine Holdings” or the “Company”) which will be held
as set forth below.
Date and Time:
Place:

Items to bereported:

Proposals to beacted upon:

Monday, June 25, 2018 at 10:00 a.m. (reception opens at 8:45 a.m.)
The AOI Ballroom (the main conference room), second floor, Palace
Hotel Tokyo located at 1-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Overflow seating room will be provided in another room. However, if
you wish to make remarks, you will need to come to the main
conference room.
1. Business report, consolidated financial statements and the audit
reports on consolidated financial statements prepared by the
independent auditor and the Audit & Supervisory Board, respectively,
for fiscal year 2017 (April 1, 2017 to March 31, 2018).
2. Non-consolidated financial statements for fiscal year 2017 (April 1,2017 to March 31, 2018).
Item 1. Appropriation of Surplus
Item 2. Election of Thirteen (13) Directors
Item 3. Election of Three (3) Audit & Supervisory Board Members

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 25, 2018 at
10:00 a.m. (Japan Time)By MailVia Internet

Please return the enclosed
voting card indicating yourapproval or disapproval sothat it is received by 5:00
p.m. on Friday, June 22,2018 (Japan Time).

Please access website thathas been designated by theCompany as the website forexercising voting rights(https://evote.tr.mufg.jp/)
and indicate your approvalor disapproval by 5:00 p.m.
on Friday, June 22, 2018
(Japan Time).

If you choose to exercise your voting rights via the Internet, please note the followings:-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 your voting rights.
-Please note that you may not be able to access the website for exercising your voting rightsfrom a computer, smartphone or mobile device depending on your Internet usage
environment, the service you subscribe to and the type of device you are using. For more
information, please contact:(1) For inquiries concerning website access
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division
Telephone: 0120-173-027 (toll-free within Japan)
Hours: 9:00 a.m. - 9:00 p.m. (Japan Time)(2) For inquiries other than the above
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division
Telephone: 0120-232-711 (toll-free within Japan)
Hours: 9:00 a.m. - 5:00 p.m. (Japan Time), except Saturdays, Sundays and holidays
To Institutional Investors:“Electronic Proxy Voting Platform” managed by ICJ, Inc., a method for exercising the voting
rights, will be available for institutional investors.

3

Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns on a cash
dividend basis, after providing sufficient capital to meet the business needs of Tokio Marine Group (the“Group”) and taking into consideration the business results and the expected future business environment of
the Company.
In accordance with the above policy, and considering various factors, the Company proposes to pay 80 yen
per share of the Company as a year-end cash dividend. As 80 yen per share was paid as an interim cash
dividend, the total amount of annual cash dividends will be 160 yen per share for fiscal year 2017. This is anincrease of total annual cash dividends of 20 yen per share from 140 yen per share paid for the previous
fiscal year.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 80 yen
Aggregate amount of cash dividends: 58,034,658,080 yen
2. Effective date of the distribution of dividends
June 26, 2018
Item 2. Election of Thirteen (13) Directors
The term of office of all thirteen (13) directors will expire at the close of this Meeting. For the next term, theCompany proposes to elect the 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)
Group CCO (Group Chief Culture Officer)
Executive Vice PresidentGroup CRO (Group Chief Risk Officer)
In charge of Risk Management Dept.

4

4

Hirokazu Fujita
Renomination

Senior Managing Director

5

Takayuki Yuasa
Renomination

Senior Managing Director

6

Toshifumi Kitazawa
Renomination

Director

7

Katsumi Nakazato
Renomination

Director

8

Akio Mimura
Renomination
Independent

Outside Director

9

Mikio Sasaki
Renomination
Independent

Outside Director

10Masako Egawa
Renomination
Independent

Outside Director

11

Takashi Mitachi
Renomination
Independent

Outside Director

12

Makoto Okada
New nomination

Senior Managing Executive Officer

13

Satoru Komiya
New nomination

Senior Managing Executive Officer

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 Compliance Dept.

Group CSSO (Group Chief Strategy and Synergy
Officer)Group CDO (Group Chief Digital Officer)
In charge of Strategy and Synergy Dept.
Head of international insurance businessIn charge of International Business Development
Dept. (management of North America (TMHCC),
Oceania and reinsurance operations)

5

No.
1.

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

Brief personal history, position, responsibilities andother major posts
April1970 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 posts)
Counsellor of Tokio Marine & Nichido
Director of MUFG Bank, Ltd. (outside director)
Director of Sony Corporation (outside director)
Director of Toyota Industries Corporation (outside director)
Vice Chairman of Japan Business Federation

Number of theCompany’s
shares held
63,905 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.
Note: There are no special conflicts of interest between the Company and Mr. Shuzo Sumi.

6

No.
2.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Tsuyoshi Nagano April(November 9, 1952) June
Renomination1975 Joined Tokio Marine
2003 Executive Officer and General Manager of Nagoya
Production Dept. III, Tokai Division of Tokio
MarineOct.
2004 Executive Officer and General Manager of Nagoya
Production Dept. III of Tokio Marine & Nichido
June2006 Managing Executive Officer of Tokio Marine &NichidoJune2008 Managing Director 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)
Group CCO (Group Chief Culture Officer)(Other major posts)
Chairman of the Board of Tokio Marine & Nichido

Number of theCompany’s
shares held
22,100 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 to7

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 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 posts
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.
(Other major posts)
Executive Vice President of Tokio Marine & Nichido

Number of theCompany’s
shares held
12,000 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
Vice President of the Company.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Kunihiko Fujii.

9

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)
Hirokazu Fujita(May 12, 1956)
Renomination

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

1980 Joined Tokio Marine
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
June2012 Managing Director 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 posts)
Senior Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
14,550 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.

11

No.
5.

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

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

Sep.

Oct.
June
June
April
April

1981 Joined Tokio Marine
2012 President & Chief Executive Officer of Tokio
Marine & Nichido Financial Life Insurance Co.,Ltd.
2014 Resigned from position as President & Chief
Executive Officer of Tokio Marine & Nichido
Financial Life Insurance Co., Ltd.
2014 Managing Executive Officer of Tokio Marine
Holdings
2015 Managing Director of Tokio Marine & Nichido
2015 Managing Director of Tokio Marine Holdings
2018 Senior Managing Director of Tokio Marine
Holdings (to present)2018 Senior Managing Director of Tokio Marine &Nichido (to present)

Number of theCompany’s
shares held
11,200 shares(Responsibilities)
Group CFO (Group Chief Financial Officer)
In charge of Corporate Planning Dept., Legal Dept. andCompliance Dept.
(Other major posts)
Senior Managing Director of Tokio Marine & Nichido(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 Senior Managing
Director of the Company.
Note: There are no special conflicts of interest between the Company and Mr. Takayuki Yuasa.

12

No.
6.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

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”)
June 2009 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)
June 2016 Director of Tokio Marine Holdings (to present)(Other major posts)
President & Chief Executive Officer of Tokio Marine & Nichido

Number of theCompany’s
shares held
37,050 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.

13

No.
7.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Katsumi Nakazato April(February 7, 1963) April
Renomination

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)June2017 Director of Tokio Marine Holdings (to present)(Other major posts)
President & Chief Executive Officer of Tokio Marine & Nichido
Life

Number of theCompany’s
shares held
4,500 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.

14

No.
8.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

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

1963
1993
1997
2000

Joined Fuji Iron & Steel Co., Ltd.
Director of Nippon Steel Corporation
Managing Director of Nippon Steel Corporation
Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel CorporationJune
2010 Director of Tokio Marine Holdings (outside
director, to present)Oct.
2012 Director, Member of the Board and Senior Advisorof Nippon Steel & Sumitomo Metal CorporationJune
2013 Senior Advisor of Nippon Steel & Sumitomo Metal
Corporation
Nov. 2013 Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation (to present)(Other major posts)
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
5,900 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 which was 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 29 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 its consolidated net sales and the Company’s
consolidated ordinary income, respectively.
(Major activities)
1. Mr. Akio Mimura attended 9 of the 11 board of directors’ meetings held during fiscal year 2017.
2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which was
acquired through many years of experience in a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Akio Mimura.
2. He will have served as an outside director for 8 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 posts
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
2,400 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 posts)
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 which was 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 29 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 its consolidated revenues and the Company’s consolidated ordinary income,respectively.
(Major activities)
1. Mr. Mikio Sasaki attended all 11 board of directors’ meetings held during fiscal year 2017.
2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which was
acquired through many years of experience in a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Mikio Sasaki.
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,

17

the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under theagreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement if
he is elected as proposed.
4. He 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, the 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 and July 2017, Mitsubishi Motors also received anadministrative order and a surcharge payment order from the Consumer Affairs Agency for
violation of the Premiums and Representations Act with regard to representations in its catalog
of vehicles in which Mitsubishi Motors used false figures from April 2016 or prior to that date.
Although he was unaware of either problem until they were discovered, prior to the incidents hehad 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 athorough investigation of the facts which had been discovered during his term, which ended inJune 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 posts

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
1,600 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
April 2018 Professor, Graduate School of Business
Administration, Hitotsubashi University (topresent)(Other major posts)
Professor, Graduate School of Business Administration,
Hitotsubashi University
Director of Mitsui Fudosan Co., Ltd. (outside director)
Director of 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 which was acquired through many yearsof experience in financial institutions, involvement in academic activities related to corporate governanceand experience at The University of Tokyo as an Executive Vice President. While she has not been involvedin business 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 29 of this reference material.
(Major activities)
1. Ms. Masako Egawa attended 10 of the 11 board of directors’ meetings held during fiscal year 2017.
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 business19

management which was acquired through many years of experience in financial institutions, involvementin academic activities related to corporate governance and experience at The University of Tokyo as an
Executive Vice President.
Notes: 1. There are no special conflicts of interest between the Company and Ms. Masako Egawa.
2. She will have served as an outside director for 3 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)
Takashi Mitachi(January 21, 1957)
Renomination
Independent

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

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

Number of theCompany’s
shares held
100 sharesJan.

2005 Japan Co-Chairman and Senior Partner &Managing Director of The Boston Consulting
Group
Jan.
2016 Senior Partner & Managing Director of The
Boston Consulting Group
June 2017 Director of Tokio Marine Holdings (outside
director, to present)
Oct. 2017 Senior Adviser of The Boston Consulting Group(to present)(Other major posts)
Senior Adviser of The Boston Consulting Group
Director of Rakuten, Inc. (outside director)
Director of DMG Mori Co., Ltd. (outside director)
Director of Unicharm Corporation (outside director)(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 which was 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 29 of this reference material.
3. He concurrently serves as Senior Adviser of The Boston Consulting Group, which conducts
consulting-related transactions with the Company and insurance subsidiaries of the Company; however,these transactions constitute less than 1 percent of its consolidated net sales and the Company’s
consolidated ordinary income, respectively.
(Major activities)
1. After assuming the position, Mr. Takashi Mitachi attended all 9 board of directors’ meetings held
during fiscal year 2017.
2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which was
acquired through many years of experience in a consulting firm and a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Takashi Mitachi.
2. He will have served as an outside director for 1 year 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

21

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.

22

No.
12.

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

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

1982 Joined Tokio Marine
2013 Executive Officer and General Manager ofCorporate Marketing & Planning Dept. of Tokio
Marine & Nichido
April 2014 Managing Executive Officer and General Manager
of Corporate Marketing & Planning Dept. of Tokio
Marine & Nichido
May 2014 Resigned from positions as Managing Executive
Officer and General Manager of Corporate
Marketing & Planning Dept. of Tokio Marine &NichidoJune
2014 Managing Executive Officer of Tokio Marine
Holdings
April 2018 Senior Managing Executive Officer of Tokio
Marine Holdings (to present)
April 2018 Senior Managing Director of Tokio Marine &Nichido (to present)(Responsibilities)
Group CSSO (Group Chief Strategy and Synergy Officer)
Group CDO (Group Chief Digital Officer)
In charge of Strategy and Synergy Dept.
(Other major posts)
Senior Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
4,500 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Makoto Okada as a candidate for director is that he 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, human resources and sales planning, his terms in office as Executive Officer of theCompany in charge of international insurance business in Asia and elsewhere, and his current role of being
responsible for business strategy and synergy of the Group and digital strategies as Senior Managing
Executive Officer of the Company.
Note: There are no special conflicts of interest between the Company and Mr. Makoto Okada.

23

No.
13.

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

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

1983 Joined Tokio Marine
2012 Director, Managing Executive Officer of Nisshin
Fire & Marine Insurance Co., Ltd. (“Nisshin Fire &Marine”)
April 2013 Director, Managing Executive Officer and Deputy
General Manager of Reform Promotion
Headquarters of Nisshin Fire & Marine
March 2015 Resigned from positions as Director,
Managing Executive Officer and Deputy General
Manager of Reform Promotion Headquarters of
Nisshin Fire & Marine
April 2015 Executive Officer and General Manager ofCorporate Planning Dept. of Tokio Marine
Holdings
April 2016 Managing Executive Officer of Tokio Marine
Holdings
April 2018 Senior Managing Executive Officer of Tokio
Marine Holdings (to present)
April 2018 Senior Managing Director of Tokio Marine &Nichido (to present)(Responsibilities)
Head of international insurance businessIn charge of International Business Development Dept.
(management of North America (TMHCC), Oceania andreinsurance operations)(Other major posts)
Senior Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
6,100 shares(Reason for proposing him/her as a candidate for director)
The reason for proposing Mr. Satoru Komiya as a candidate for director is that he 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, human resources, sales planning, management of group companies, his terms in
office as Executive Officer of the Company in charge of international insurance business and his current
role of being responsible for international insurance business as Senior Managing Executive Officer of theCompany.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Satoru Komiya.
2. TMHCC means the corporate group comprised of HCC Insurance Holdings, Inc., a Company’s
subsidiary, the head office for which is in the United States, and its subsidiaries.

24

Item 3. Election of Three (3) Audit & Supervisory Board Members
The term of office of Mr. Takaaki Tamai, Ms. Yuko Kawamoto and Mr. Akihiro Wani, all of whom are audit& supervisory board members, will expire at the close of this Meeting.
Accordingly, the election of the following audit & supervisory board members is proposed.
The submission of this item has been approved by the Audit & Supervisory Board.
The candidates for audit & supervisory board members are as follows:

No.
1.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Akihiro Wani
April
(September 1, 1951) May
Dec.
Renomination
May
Independent
June

1979
1987
2004
2014
2014

Admitted to Japanese Bar (to present)
Mitsui, Yasuda, Wani & Maeda
Linklaters
Ito & Mitomi (Morrison & Foerster LLP)
Audit & Supervisory Board Members of Tokio
Marine Holdings (outside audit & supervisoryboard member, to present)(Other major posts)
Attorney at law

Number of theCompany’s
shares held-

(Reason for proposing him/her as a candidate for outside audit & supervisory board member)
Mr. Akihiro Wani is a candidate for outside audit & supervisory board member.
The reason for proposing Mr. Akihiro Wani as a candidate for outside audit & supervisory board member isthat he would be expected to fulfill his audit functions and provide valuable advice as a specialist in
corporate legal affairs based on his insight which was acquired through many years of experience as an
attorney-at-law. While he has not been involved in corporate management other than as an outside director
or an outside audit & supervisory board member, we believe that he would effectively perform his duties as
an outside audit & supervisory board member for the reasons set forth above.
(His/Her independence)
1. Mr. Akihiro Wani 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 29 of this reference material.
(Major activities)
1. Mr. Akihiro Wani attended all 11 board of directors’ meetings and all 11 audit & supervisory board
meetings held during fiscal year 2017.
2. He has fulfilled his audit functions by asking for detailed explanations and making remarks on a timely
basis at the board of directors’ meetings and audit & supervisory board meetings, based on his insight as a
specialist in corporate legal affairs which was acquired through many years of experience as an
attorney-at-law.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Akihiro Wani.
2. He will have served as an outside audit & supervisory board member for 4 years at the close of25

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 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 he is elected as
proposed.

26

No.
2.

Name
(Date of birth)
Shozo Mori
(October 9, 1956)
New nomination

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

1980 Joined Tokio Marine
2011 Executive Officer and General Manager of
Personal Lines Underwriting Dept. of Tokio
Marine & NichidoJune2013 Managing Director of Tokio Marine & Nichido
April 2016 Managing Executive Officer of Tokio Marine
Holdings
April 2017 Senior Managing Executive Officer of Tokio
Marine Holdings
April 2017 Senior Managing Director of Tokio Marine &NichidoMarch 2018 Resigned from position as Senior Managing
Executive Officer of Tokio Marine Holdings
March 2018 Resigned from position as Senior Managing
Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
12,000 shares(Reason for proposing him/her as a candidate for audit & supervisory board member)
The reason for proposing Mr. Shozo Mori as a candidate for audit & supervisory board member is that hewould be expected to fulfill his audit functions based on wealth of experience and results he has achievedsince joining Tokio Marine. These include his involvement in domestic insurance underwriting and productplanning and his terms in office as Executive Officer of the Company in charge of insurance underwriting
and retention strategy of the Group.
Note: There are no special conflicts of interest between the Company and Mr. Shozo Mori.

27

No.
3.

Name
(Date of birth)

Brief personal history, position, responsibilities andother major posts

Nana Otsuki
April(September 17, 1964) June
New nomination MarchJan.
Independent

1988
1994
1998
2000

Joined The Mitsui Trust and Banking Co., Ltd.
Joined Banque Nationale de Paris
Joined HSBC Securities (Japan) Limited
Head of Japan and Korea Financial Ratings ofStandard & Poor’s Ratings Japan K.K.
Dec. 2005 Managing Director of Reserch Division, UBS
Securities Japan Co., Ltd.
June
2011 Managing Director of Merrill Lynch Japan
Securities Co., Ltd.
Sep.
2015 Professor, Graduate School of Division of Business
Administration, Nagoya University of Commerce& Business (to present)Jan.
2016 Executive Officer and Chief Analyst of Monex,
Inc. (to present)
April 2018 Visiting Professor, Faculty of International Politics
and Economics, Nishogakusha University (topresent)(Other major posts)
Executive Officer and Chief Analyst of Monex, Inc.
Professor, Graduate School of Division of Business
Administration, Nagoya University of Commerce & BusinessDirector of Credit Saison Co., Ltd. (outside director)

Number of theCompany’s
shares held-

(Reason for proposing him/her as a candidate for outside audit & supervisory board member)
Ms. Nana Otsuki is a candidate for outside audit & supervisory board member.
The reason for proposing Ms. Nana Otuski as a candidate for outside audit & supervisory board member isthat she would be expected to fulfill her audit functions based on her insight as a specialist in business
management which was acquired through many years of experience as an analyst in financial institutions.
(His/Her independence)
1. Ms. Nana Otsuki 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 29 of this reference material.
3. She concurrently serves as Executive Officer of Monex, Inc., which has no business transaction with theCompany. Monex, Inc. sells the publicly offered investment trusts which are formed by financial
subsidiaries of the Company; however, these commissions constitute less than 1 percent of its operating
revenue and the Company’s consolidated ordinary income, respectively.
Notes: 1. There are no special conflicts of interest between the Company and Ms. Nana Otsuki.
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 her to limit her liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan, if she 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.

28

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

29

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

Business Report for Fiscal Year 2017
(From April 1, 2017 to March 31, 2018)
1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group
During fiscal year 2017, despite the increased geopolitical risks caused by the•escalating tensions over North Korea and the Middle East situation, the world
economy as a whole made steady progress due to continued economic expansion in
the U.S. and other factors. In Japan, the economy gradually improved due torecovery in consumer spending in addition to steady exports and production.
Under these circumstances, in the final year of our medium-term business plan “To•

Be a Good Company 2017”, the Group actively promoted its business under thealigned group management structure headed by Group CEO, in which the Group
Chief Officers are responsible for each function for the Group.
•

Despite an increase in net incurred losses relating to natural disasters such as
hurricanes in North America and typhoon No. 21, positive factors such as
temporary increase in profits due to lowering of corporate tax rate in the U.S. andother factors contributed to net income attributable to owners of the parent of 284.1
billion yen and record-high profits for six consecutive years.

Ordinary income

5,232.6(Yen in billions, except for %)Rate ofFiscal year 2017change(this fiscal year)(%)
3.2
5,399.1

Net premiums written

3,480.4

3,564.7

2.4Life insurance premiums

904.4

953.0

5.4

Ordinary profit

387.6

344.9

▲11.0

Net income attributable to

273.8

284.1

3.8

Fiscal year 2016

owners of the parent

30

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
2017
2016
(this fiscal year)
2,636.1
2,678.8

Ordinary profit
Fiscal year
Fiscal year
2017
2016
(this fiscal year)
254.4
242.4

and casualty
insurance
Domestic life

722.0

818.6

13.2

23.8

1,835.7

1,883.0

114.0

71.3

82.8

92.1

5.8

7.2

insurance
Overseas
insurance
Financial and
other

31

Domestic Property and Casualty Insurance Business
Net premiums written: 2,314.6 billion yen
Ordinary profit: 242.4 billion yen
Composition ratio of premiums written: 51.2%•

Tokio Marine & Nichido made efforts to further develop a business model that
integrates life insurance and property and casualty insurance by strengthening
consulting sales through the promotion of Super Insurance to meet customer needs.
Additionally, Tokio Marine & Nichido responded to environmental changes byengaging in initiatives such as technological advancement and worked to promote a
new business model that supports regional development in Japan and health andproductivity management.

•

Since April of last year, as a new service that utilizes the latest technology, Tokio
Marine & Nichido provides “Drive Agent Personal” to individual customers. Usinga driving recorder with a communication function, this service supports
accident-prevention and provides an automatic accident-reporting function whichenables customers to communicate with call center staff directly in case of an
accident.

•

Tokio Marine & Nichido is collaborating with local governments, financial
institutions, chambers of commerce and industry, and other organizations topromote regional development initiatives in Japan under the slogan “revitalizationof regions helps our growth”. In addition to selling insurance products coveringvarious business risks, Tokio Marine & Nichido supports programs that attract
foreign tourists to Japan and provides services to small and medium-sizedcompanies that aim to expand overseas.

•

Tokio Marine & Nichido is actively engaging in the promotion of health andproductivity management for health promotion of company employees. Tokio
Marine & Nichido introduced a new insurance premium discount for comprehensive
employment injury insurance targeting corporate entities certified under the“Certified Health & Productivity Management Organization Recognition Program”
in addition to supporting companies which are aiming for said certification.
<Results of Domestic Property and Casualty Insurance Business>32Domestic Life Insurance BusinessLife insurance premiums: 641.1 billion yen

Ordinary profit: 23.8 billion yen

Composition ratio of premiums written: 14.2%•

Tokio Marine & Nichido Life continued to conduct asset management based on
Asset Liability Management (ALM) under the assumption that low interest rates
will persist over the long-term. Tokio Marine & Nichido Life also reinforced salesof protection-type products by promoting “Life Insurance Revolution to Protect
One’s Living”, which provides coverage for the inability to work and nursing care,among others.

•

As a new product that utilizes the latest technology, Tokio Marine & Nichido Life
launched “Aruku Hoken”, the industry’s first medical insurance to refund a portionof the insurance premium if the average number of steps travelled by a customer,
measured on a wearable device, exceeds prescribed levels. Furthermore, in view of
the increase in longevity, Tokio Marine & Nichido Life launched “Market Link”, avariable insurance designed to cater to asset building and coverage needs of theelderly.
<Results of Domestic Life Insurance Business>

33

Overseas Insurance BusinessPremiums written: 1,562.0 billion yen

Ordinary profit: 71.3 billion yen

Composition ratio of premiums written: 34.6%•

The Group has actively developed its overseas insurance business with the aim toachieve global growth and risk diversification, and, through excellent know-how
held by group companies, has implemented a wide range of efforts toward therealization of synergies such as increasing premium income, advancing investment
management, raising business efficiency and other measures.

•

Many natural disasters occurred globally during fiscal year 2017, including thehurricanes in North America. However, as a result of steady efforts to date todiversify business risks, the Group managed to keep the proportion of insurance
claims for natural disasters low compared with its market share in North America.

•

In developed markets, to further strengthen our revenue base, HCC Insurance
Holdings, Inc. acquired an insurance business for medical expenses borne bycompanies from American International Group, Inc. (AIG) on October of last year.

•

In emerging markets, in India where high growth of insurance market is expected,
the Group raised its shareholding ratio in IFFCO-Tokio General Insurance Co. Ltd.,a joint venture non-life insurance company, from 26% to 49% in July of last year.
The purpose is to capture market growth in the emerging markets, and to promotefurther geographical diversification of the business.

<Results of major overseas subsidiaries>■Philadelphia Consolidated Holding Corp.

■HCC Insurance Holdings, Inc.

■Delphi Financial Group, Inc.

■Tokio Marine Kiln Group Limited

34

Financial and Other Business
Ordinary income: 92.1 billion yen

Ordinary profit: 7.2 billion yen•

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 managementof investment 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.

CSR•

Tokio Marine & Nichido has been working on an industry-academia collaborative
study on climate change and natural disaster risks. At the “First World Bosai
Forum” held in November of last year, Tokio Marine & Nichido and International
Research Institute of Disaster Science at Tohoku University jointly hosted a forum
entitled, “Building a disaster-resilient community in the Asia-Pacific ‐The powerof science and insurance”, and made recommendations on the necessity for disasterprevention promotion through industry-academia-government collaboration.

•

Tokio Marine & Nichido is continuing its initiatives to protect the global
environment and conserve biodiversity through mangrove planting activities abroadand environmental protection activities in Japan.

35Issues Facing the Group•In fiscal year 2018, despite concerns over economy recession due to the shift oftrade policy in the U.S. and geopolitical risks, we expect that the gradualimprovement of the world economy centered on the U.S. will continue. The
Japanese economy is expected to continue its gradual recovery through steadyprogress of exports in addition to an expansion of personal consumption and capital
investment.

•

Under these circumstances, the Group started a new three-year medium-termbusiness plan “To Be a Good Company 2020” from fiscal year 2018. In fiscal year
2018, as the first year of the plan, we will diligently address the following issues.

•

We expect difficult business conditions, such as an uncertain economic environment
and frequent natural disasters, during the new medium-term business plan period.
Despite this environment, we will work to sustain growth, and at the same time,
strive to “further diversify of portfolio”, “business structural reforms” and“strengthen aligned group management” as priority issues, in order to drive forward
structural reforms for the future.

•

In our domestic property and casualty insurance business, while automobile
insurance market is likely to shrink in the long-term, we will introduce changes toour insurance product portfolio that will provide value to individuals and companies
that need to respond to new risks from changes in social structure and other factors.
In addition, to establish a system for responding to changing customer needs
soundly, we will also endeavor to make changes to our sales channels. Furthermore,
we will promote the streamlining of our business processes using the latest
technology, and seek to enhance productivity.

•

In the domestic life insurance business, we will conduct asset management based on
Asset Liability Management (ALM). We will also reinforce sales of ourprotection-type products and will make efforts to appropriately control the risk. In
addition, we will continue to develop innovative products and services in order to
respond to customer needs that change with the increase in longevity.

•

By maximizing the Group’s comprehensive capability through a close collaboration
between life insurance and property and casualty insurance, we will refine ourbusiness model that integrates life insurance and property and casualty insurance,
which is a key strength of our Group.

•

In the overseas insurance business, the Group will promote further geographical andoperational diversification by strengthening organic growth and promoting strategicand disciplined M&A. In addition, leveraging the Group’s global network, we will36

continue to maximize synergies within the Group. This will include, for example,
greater efforts to promote the sales of highly specialized insurance products offeredby TMHCC and other group companies.
•

What underpins each of these businesses is human resources. The Group endeavors
to have all employees contribute to the growth of the Group by maintaining their
good health and maximizing their abilities, and also actively encourages the successof women in the workplace. This year, the Group was selected as a “Health &Productivity Stock” (for the third consecutive year) and as a “Nadeshiko Brand”.
Based on these initiatives, we will make global use of the Group’s human resources,
including our overseas staff, and will work to develop human resources capable ofworking globally.

•

The Group sets a basic policy of paying dividends for shareholder returns and willseek to increase dividends by improving profitability.

•

Under our management philosophy to place “customer trust at the base of all its
activities”, the entire Group will endeavor to achieve further growth as a corporategroup, seeking growth characterized by high profitability, sustainability andsoundness. We plan on building up a “Good Company” that is trusted widely bycustomers and the society. The management would like to express its sincere
appreciation to all shareholders 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 the same
shall apply in the financial statement below).
Note 2: Numbers that appear as ordinary income and ordinary profit for each businesssegment are shown after adjustments necessary to accurately reflect the actual
situation, such as the exclusion of dividend income from group companies,
which is recorded in the non-consolidated financial results of each subsidiary.
Ordinary income and ordinary profit in our consolidated statement of income areafter making adjustments among account items for the total figures for eachbusiness segment.
Note 3: “Premiums written” is the total of net premiums written and life insurance
premiums.
Note 4: The results of major overseas subsidiaries are shown on a local accounting
basis.

37

(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)
2014
2015
2016
2017
Ordinary income
4,327,982
4,579,076
5,232,602
5,399,115
Ordinary profit
358,182
385,825
387,659
344,939
Net income attributable to247,438
254,540
273,856
284,183
owners of the parent
Comprehensive income
997,024(14,543)
169,603
500,528
Net assets
3,609,655
3,512,656
3,569,760
3,835,536
Total assets
20,889,670
21,855,328
22,607,603
22,929,935
b. The Insurance Holding Company's summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal year)
2014
2015
2016
2017
Operating income
149,751
96,73684,702
227,510
Dividends received
143,701
89,45574,160214,446
Insurance subsidiaries
142,215
82,782
68,994
211,789
Other subsidiaries
1,486
6,673
5,166
2,657
Net income
141,734
57,402
68,666
203,486
Net income per share of common
185.5776.06
91.15
274.12
share
yen
yen
yen
yen
Total assets
2,509,565
2,486,765
2,436,616
2,401,883
Share of insurance subsidiaries
2,383,545
2,333,913
2,329,195
2,308,610
Share of other subsidiaries
80,85780,627
74,202
24,910(3) The Group's Principal Offices (As of March 31, 2018)
a. The Company
Location
Head Office2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
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

Established as ofApril 2, 2002

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, Japan38

Established
as ofMarch 20,1944

Kansai

Nisshin Fire
& Marine

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
Total

As of March 31,
2017

As of March 31,
201820,53820,705

167

2,249
13,637
2,418
38,842

2,216
13,803
2,467
39,191△33

39

Increase/Decrease

166
49
349

(5) The Group's Principal Lenders (As of March 31, 2018)
Business segment
Domestic property andcasualty insurance

Company nameLenderBalance of loan

Tokio Marine & Nichido

Syndicated loan

254,976 million yen

Note: The arranger of the syndicated loan is The Bank of Tokyo-Mitsubishi UFJ, Ltd. The Bank ofTokyo-Mitsubishi UFJ, Ltd. has changed its trade name to MUFG Bank, Ltd. on April 1, 2018.

(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

Amount13,007 million yen
171 million yen
4,631 million yen
435 million yen
18,245 million yen

Notes: 1. "Amount" is the aggregate amount of investment in facilities for fiscal year 2017.
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 2017.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiaries (As of March 31, 2018)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'
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

26,653

92.4%-

Tokio Marine & Nichido
Life Insurance Co., Ltd.

Tokyo,Japan

Life insurance

Aug. 6, 1996

55,000100.0%-

40

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, Holding company
Delaware,
U.S.A

June 29, 20110

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

July 6, 19810

100.0%(100.0)-Philadelphia Indemnity
Insurance Company

Bala
Property andCynwyd,casualty insurance
Pennsylvania, U.S.A.

Feb. 4, 1927

478

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

Honolulu,
Hawaii,U.S.A.

Property andcasualty insurance

Aug. 6, 1982

453

100.0%(100.0)-

Tokio Marine America
Insurance Company

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

Property andcasualty insurance

Aug. 13, 1998

531

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

Wilmington, Holding company
Delaware,
U.S.A.

May 27, 19870

100.0%(100.0)-

Safety National Casualty
Corporation

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

Nov. 28, 1942

3,187

100.0%(100.0)-

Reliance Standard Life
Insurance Company

Schaumburg Life insurance, Illinois,
U.S.A.

Apr. 2, 1907

5,949

100.0%(100.0)-

Reliance Standard Life
Insurance Company of
Texas

Houston,Texas,U.S.A.

Life insurance

Aug. 16, 1983

74

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

Dover,
Delaware,
U.S.A.

Holding company

Mar. 27, 1991

0

100.0%(100.0)-

Houston Casualty
Company

Dallas,Texas,

Property andcasualty insurance

May 27, 1981

531

100.0%(100.0)-Property andcasualty insurance

41

U.S.A.
Oct. 28, 1986

446

100.0%(100.0)-Indianapolis Life insurance, Indiana,
U.S.A.

Dec. 3, 1980

265

100.0%(100.0)-

Tokio Marine Kiln Group
LimitedLondon,U.K.

Holding company

July 11, 1994150

100.0%(100.0)-

Tokio Marine
Underwriting Limited

London,U.K.

Property andcasualty insurance

Oct. 27, 20080

100.0%(100.0)-HCC International
Insurance Company PLC

London,U.K.

Property andcasualty insurance

July 22, 1981

21,753100.0%(100.0)-

Tokio Millennium Re AG

Zurich,Property and
Switzerland casualty insurance

Mar. 15, 2000

25,347100.0%(100.0)-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company

Mar. 12, 1992

93,312100.0%(100.0)-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

Property andcasualty insurance

July 11, 1923

8,102

100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

2,916

85.7%
(85.7)-

Tokio Marine Insurans(Malaysia) Berhad

Kuala
Lumpur,Malaysia

Property andcasualty
insurance

Apr. 28, 1999

11,097100.0%(100.0)-

Tokio Marine Life
Insurance Malaysia Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

6,216

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

New Delhi,
India

Sep. 8, 2000

4,396

49.0%
(49.0)-

Edelweiss Tokio Life
Insurance Company
LimitedMumbai,
India

Property andcasualty
insurance
Life insurance

Nov. 25, 2009

5,103

49.0%
(49.0)-

Tokio Marine Seguradora
S.A.

Sao Paulo,
BrazilJune 23, 1937

28,60997.8%(97.8)-

U.S. Specialty Insurance
Company

Dallas,Texas,U.S.A.

HCC Life Insurance
Company

Property andcasualty insurance

Property andcasualty insurance

Notes: 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.
2. IFFCO-Tokio General Insurance Co. Ltd. is included in the table due to an increase inimportance.

42

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

(9) The Group's acquisition and transfer of business
Date of transactions
July 7, 2017

Outline of transactions
On July 7, 2017, Tokio Marine Asia Pte. Ltd. acquired 23% of theoutstanding shares of IFFCO-Tokio General Insurance Co. Ltd., anon-life insurance company based in India, from its joint venture
partner Indian Farmers Fertiliser Cooperative Limited and other 1
company, thereby increasing its shareholding ratio to 49%. The
acquisition price was 43,946 million yen. The outline of the target
company and the purpose of the share acquisition are as follows.
- Outline of the target company
Company name: IFFCO-Tokio General Insurance Co. Ltd.
Location: New Delhi, India
Business area: Non-life insurance business- Purpose of the share acquisition
To enable the Group to achieve further profit growth by capturingmarket growth in emerging markets, and to promote further
geographical diversification of its business portfolio.

(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, 2018)
Name

Position and responsibilities

Other major posts

Shuzo Sumi

Representative Director andChairman of the Board

Counsellor of Tokio Marine & Nichido
Director of The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (outside director)
Director of Sony Corporation (outside director)
Director of Toyota Industries Corporation(outside director)
Vice Chairman of Japan Association of Corporate
Executives

43

Tsuyoshi Nagano

Representative Director andPresident & Chief Executive
Officer

Chairman of the Board of Tokio Marine & Nichido

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

Executive Vice President

Executive Vice President of Tokio Marine &NichidoGroup CSSO (Group Chief
Strategy and Synergy
Officer)
In charge of Strategy and
Synergy Dept.
Kunihiko Fujii

Executive Vice PresidentGroup CRO (Group Chief
Risk Officer)
In charge of Risk
Management Dept. andInternational Business
Development Dept.
(international businessstrategies (ERM) etc.)

Ichiro Ishii

Representative Director andExecutive Vice President

Executive Vice President of Tokio Marine &NichidoExecutive Vice President of Tokio Marine &NichidoHead of international
insurance businessIn charge of International
Business Development Dept.
(management of North
America (TMHCC) andreinsurance operations)

Hirokazu Fujita

Senior Managing Director

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

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

44

Managing Director of Tokio Marine & Nichido

Toshifumi Kitazawa

Director

President & Chief Executive Officer of Tokio
Marine & Nichido

Katsumi Nakazato

Director

President & Chief Executive Officer of Tokio
Marine & Nichido Life

Akio Mimura

Director(outside director)

Senior Advisor, Honorary Chairman of Nippon
Steel & 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)

Takashi Mitachi

Director(outside director)

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

Takaaki Tamai

Audit & Supervisory Board
Member (full-time)-

Takashi Ito

Audit & Supervisory Board
Member (full-time)-

Yuko Kawamoto

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

Director and Special Advisor of The Canon Institutefor Global Studies

45

Akihiro Wani

Audit & Supervisory Board
Member(outside audit & supervisoryboard 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. Takashi Mitachi, Ms. Yuko
Kawamoto, Mr. Akinari Horii and Mr. Akihiro Wani are “independent directors/auditors” asspecified by the Tokyo Stock Exchange, Inc.
3. The Bank of Tokyo-Mitsubishi UFJ, Ltd., where Mr. Shuzo Sumi serves as an outside
director, has changed its trade name to MUFG Bank, Ltd. on April 1, 2018. He resigned fromhis position as Vice Chairman of Japan Association of Corporate Executives effective as ofApril 27, 2018.
4. Mr. Kenji Iwasaki resigned from his position as Executive Vice President of Tokio Marine &Nichido effective as of March 31, 2018.
5. Mr. Ichiro Ishii resigned from his position as Executive Vice President of Tokio Marine &Nichido effective as of March 31, 2018.
6. Mr. Takayuki Yuasa assumed his position as Senior Managing Director of Tokio Marine
Holdings and Tokio Marine & Nichido effective as of April 1, 2018.
7. Graduate School of Commerce and Management, Hitotsubashi University, where Ms.
Masako Egawa serves as a professor, and other graduate school of the University were united
into Graduate School of Business Administration of the University on April 1, 2018.
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.

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

Directors
Audit &
Supervisory
Board
Members
Total

Number of persons to receive
remuneration and othercompensation

Remuneration and other compensation

15 persons

640 million yen

5 persons

114 million yen

20 persons

754 million yen

Notes: 1. “Number of persons to receive remuneration and other compensation” includes two directors
who resigned from office at the close of the 15th ordinary general meeting of shareholders
held on June 26, 2017.
2. “Remuneration and other compensation” includes the amounts paid to two directors referred
to in Note 1 above.

46

3. Remuneration in connection with share acquisition rights granted to directors is 108 million
yen.
4. Based on the resolution adopted at shareholders meeting, remuneration and othercompensation of directors shall be no more than 50 million yen per month (of which
remuneration and other compensation for outside directors shall be no more than 5 millionyen). In addition, remuneration in connection with share acquisition rights granted todirectors shall be no more than 140 million yen per year (of which remuneration for outside
directors shall be no more than 14 million yen) and remuneration and other compensation foraudit & supervisory board members shall be no more than 12 million yen per month.

(3) Limitation of Liability
Name

Outline of the contract to limit liability

Akio Mimura (outside director)
Mikio Sasaki (outside director)
Masako Egawa (outside director)
Takashi Mitachi (outside director)
Yuko Kawamoto (outside audit & supervisoryboard member)
Akinari Horii (outside audit & supervisoryboard member)
Akihiro Wani (outside audit & supervisoryboard member)

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

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Posts (As of March 31, 2018)
Other posts of outside directors and outside audit & supervisory board members are as
described above in “2. Matters Concerning Directors and Audit & Supervisory Board
Members (1) Directors and Audit & Supervisory Board Members (As of March 31, 2018)”.
From among the entities where outside directors and outside audit & supervisory board
members have other posts, while insurance subsidiaries of the Company conduct considerable
amounts of insurance-related transactions with Nippon Steel & Sumitomo Metal Corporation,
Nisshin Seifun Group Inc., Mitsubishi Corporation, Asahi Glass Company, Limited, DMG
Mori Co., Ltd. and Mitsubishi UFJ Financial Group, Inc., each outside director and outside
audit & supervisory board member fulfills the independence standards for Outside Directors
and Outside Audit & Supervisory Board Members set by the Company.
(2) Principal Activities
Current term
Name
in officeAkio Mimura(outside director)

7 years and 9monthsAttendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

Attended 9 of the 11 boardof directors' meetings held
during fiscal year 2017.

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

47

Mikio Sasaki(outside director)

Masako Egawa(outside director)

Takashi Mitachi

6 years and 9 Attended all 11 board ofmonthsdirectors' meetings held
during fiscal year 2017.

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

2 years and 9 Attended 10 of the 11 board
monthsof directors' meetings held
during fiscal year 2017.

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 which was acquired
through many years of experience infinancial institutions, involvement inacademic activities related tocorporate governance and experienceat The University of Tokyo as an
Executive Vice President.

9 months

After assuming theposition, attended all 9board of directors' meetings
held during fiscal year2017.

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

11 years and9 months

Attended 10 of the 11 boardof directors’ meetings and
10 of the 11 board of audit& supervisory board
meetings held during fiscal
year 2017.

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 was
acquired through many years ofexperience as a consultant andinvolvement in academic activities.

6 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2017.

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

3 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2017.

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

(outside director)

Yuko Kawamoto(outside audit &supervisory board
member)Akinari Horii(outside audit &supervisory board
member)Akihiro Wani(outside audit &supervisory board
member)48

Notes: 1. Current term in office is the length of the term held as of March 31, 2018.
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. All 11 board of directors ' meetings held during fiscal year 2017 were ordinary meetings. All
11 audit & supervisory board meetings held during fiscal year 2017 were ordinary meetings.

(3) Remuneration and Other Compensation

Total amount of
remuneration andothercompensation

Number of persons toreceive remunerationand other compensation

Remuneration received
from the insurance
holding company

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

8 persons98 million yen-

Notes: 1. "Number of persons to receive remuneration and other compensation" includes 1 outside
director who resigned from office at the close of the 15 th ordinary general meeting ofshareholders held on June 26, 2017.
2. "Remuneration received from the insurance holding company" includes the amounts paid tothe outside director referred to in Note 1 above.
3. Of the "Remuneration received from the insurance holding company", remuneration inconnection with share acquisition rights was 8 million yen.
4. The breakdown of the remuneration is as follows.
- Outside directors: 5 persons, 56 million yen- Outside audit & supervisory board members: 3 persons, 42 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, 2018)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 748,024 thousand shares (including 22,591 thousand
treasury shares)(2) Total Number of Shareholders (As of March 31, 2018)
80,716(3) Major shareholders (As of March 31, 2018)
Capital contribution
to the Company

Shareholders

Number ofshares held

Ratio ofshares held

thousand shares%

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

49,080

6.8

Japan Trustee Services Bank, Ltd. (Trust Account)

43,3496.0

State Street Bank and Trust Company 505001

21,422

3.0

Meiji Yasuda Life Insurance Company

15,7792.2

49

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

14,2002.0State Street Bank West Client - Treaty 505234

12,359

1.7

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

12,324

1.7

JP Morgan Chase Bank 385632

10,911

1.5

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

10,832

1.5

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

10,543

1.5

Notes: 1. 10,832 thousand shares held by The Master Trust Bank of Japan, Ltd. Retirement Benefits Trust
Account for Mitsubishi Corporation are assets entrusted by Mitsubishi Corporation for its retirement
benefits trust.
2. The Company holds 22,591 thousand treasury shares, but it is not listed in the above chart.
3. The ratio of shares held is calculated after deducting 22,591 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:
Treasury shares

36.6%
3.2%
7.2%
38.4%
11.5%
3.0%

(The number of outstanding shares as of March 31, 2018: 748,024 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, 2018:

Number ofshareacquisitionrights (as ofMarch 31,
2018)
July 2005
Share
Acquisition
RightsJuly 2006
Share
Acquisition
Rights5

4Class andnumber ofsharesunderlying
shareacquisitionrights (as ofMarch 31,
2018)
2,500
commonsharesAmount to be
paid upon
exercise ofshareacquisitionrightsAmountpayable atissuance-

2,000
commonshares2,013,506 yen

Exerciseperiod30 years from1 yen pershare

the allotmentof the shareacquisitionrights50

July 2007
38
3,800
491,700 yen
SharecommonAcquisition
sharesRightsAugust 2008
50
5,000
353,300 yen
SharecommonAcquisition
sharesRightsJuly 2009
182
18,200237,600 yen
SharecommonAcquisition
sharesRightsJuly 2010
311
31,100234,400 yen
SharecommonAcquisition
sharesRightsJuly 2011
480
48,000219,500 yen
SharecommonAcquisition
sharesRightsJuly 2012
710
71,000181,900 yen
SharecommonAcquisition
sharesRightsJuly 2013
769
76,900332,600 yen
SharecommonAcquisition
sharesRightsJuly 2014
962
96,200310,800 yen
SharecommonAcquisition
sharesRightsJuly 2015
1,014
101,400
500,800 yen
SharecommonAcquisition
sharesRightsJuly 2016
1,511
151,100
337,700 yen
SharecommonAcquisition
sharesRightsJuly 2017
1,542
154,200
455,100 yen
SharecommonAcquisition
sharesRights
Notes: 1. All share acquisition rights are issued by the Company pursuant to a stock-linked
compensation plan.
2. The July 2005 Share Acquisition Rights have particularly favorable terms for directors, audit& supervisory board members, and executive officers, pursuant to Articles 280-20 and 28021 of the former Commercial Code.
3. Share acquisition rights issued from July 2006 through July 2017 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.

51

(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 ofshareacquisitionrights-Audit & 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
Rights118

11,800commonshares4 persons98

2 persons

12

1 person

8

July 2015
Share
Acquisition
Rights170

17,000commonshares5 persons158

3 persons

12

-

-

July 2016
Share
Acquisition
Rights246

24,600commonshares7 persons

228

3 persons

18

-

-

July 2017
Share
Acquisition
Rights254

25,400commonshares9 persons234

4 persons

20

-

-

Note: As of March 31, 2018, the directors and audit & supervisory board members of the Company have beenallotted the number of share acquisition rights to settle their monetary remuneration claims accrued asconsideration for their service in the respective companies set forth in this table. The directors and audit& supervisory board members of the Company who were also executive officers of the Company ordirectors or executive officers of the Company's major subsidiaries at the time of the issuance of 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: 85

52

The July 2010 Share Acquisition Rights: 135
The July 2011 Share Acquisition Rights: 161
The July 2012 Share Acquisition Rights: 155
The July 2013 Share Acquisition Rights: 131
The July 2014 Share Acquisition Rights: 133
The July 2015 Share Acquisition Rights: 130
The July 2016 Share Acquisition Rights: 127
The July 2017 Share Acquisition Rights: 84(2) Share Acquisition Rights Allotted to Employees, etc. during the Fiscal Year

Number ofshareacquisitionrightsClass andnumber ofsharesunderlying
shareacquisitionrightsDirectors and employees ofsubsidiaries

Employees
Number of
persons
allottedshare
acquisitionrights
12 persons

Number ofshareacquisitionrightsNumber of
persons
allotted shareacquisitionrightsNumber ofshareacquisitionrightsJuly 2017
1,259
125,900221
66 persons
1,038
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 2017

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 the
Financial Instruments and Exchange Act of Japan for these services are practicallyinseparable.
3. The total amount of cash and other financial benefits payable to the independent auditor by
the Company and its subsidiaries is 1,239 million yen.

53

(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
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.

54(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 security
management and implement such systems.
(4) The Company shall establish the Group's basic policies against antisocial factions andgroups, and in association with lawyers, police and other professionals, implement its
systems against such antisocial factions and groups, and respond to them in an organized55

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 duties
at the Group companies as well as the Company in addition to the above (1) to (6).
5. System for preserving and managing information concerning the execution of directors'
duties56

The 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(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 the57minutes 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,and the Board of Directors confirms the details of the monitoring based on deliberations at theInternal Control Committee. In this fiscal year, deliberations were made with external experts,
and it has been confirmed that there are no significant deficiency in internal control as awhole Group.
b. Efforts related to Management Control of Group Companies
The Company has formulated various basic policies that the Group is required to comply within order to ensure proper Group operations and to ensure compliance with laws, regulations
and the Articles of Incorporation of the Company. The Company also reviews the policies
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, to improve the conveniencefor directors and employees abroad, the Group installed a hotline that can handle internalreports in multiple languages from several different regions of use.
In addition to the maintenance and improvement of its compliance system with the legal
systems of the subsidiaries’ countries in mind, the Group is also making a concerted effort toimprove the system by reference to the progress achieved by its overseas group companies in58

areas of regulation with extraterritorial application such as economic sanctions, anticorruption compliance and personal information protection.
d. Efforts related to Risk Management
The Company identifies risks that may have material effect on the financial soundness andcontinuity of operations of the Company, establishes countermeasures against such risks,deliberates on the implementation of such countermeasures at the Internal Control Committee
and confirms their effectiveness at board of directors’ meetings. In this fiscal year, theCompany conducted a drill simulating a domestic terrorism incident in light of the outbreakof terrorism around the world. In addition, in order to address cyber risk, the Company
established the position of Group CISO (Group Chief Information Security Officer), increased
the number of the personnel engaged in the field of cybersecurity within the Group, and took
other technical measures.
In order to maintain credit ratings and forestall bankruptcy, the Board of Directors conducts a
multi-faceted investigation to confirm that the Group’s real net assets are at a sufficient levelcompared to the risks the Group faces and confirms that financial soundness is maintained.
e. Efforts to Ensure Efficient Audits by Audit & Supervisory Board Members
The Company provides information to Audit & Supervisory Board Members sufficient toensure effective audit by the Audit & Supervisory Board Members such as by having themattend meetings of the Board of Directors and other important meetings, as well as providingthem access to important financial reports, which allows them to evaluate directors’ executionof their duties.
The Company’s Internal Audit Department also collaborates with Audit & Supervisory Board
Members by providing information on the internal audit plan and the outcome of the internal
audit.
In addition, the Company reports to Audit & Supervisory Board Members four times a year on
the implementation of the internal reporting hotline.
9. Items related to Specified Wholly-owned Subsidiary(1) Name and Address of the Specified Wholly-owned Subsidiary
Tokio Marine & Nichido Fire Insurance Co., Ltd.
2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan(2) The Total Book Value of Shares of 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 Year2,401,883 million yen

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

60

Consolidated Balance Sheet as of March 31, 2018
(Yen in millions)
As of March 31, 2018
AssetsCash and bank deposits733,832

Call loans

135,000

Receivables under resale agreements

4,999

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

30,8801,252,343
214,101
16,629,902
1,011,880
289,116
133,673
119,994672
34,776
798,003
40,091
423,538
334,372
1,801,286
8,019
30,889Land
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

2,345(12,667)

Total assets

22,929,935

Liabilities
Insurance liabilities

16,266,467
2,973,350
13,293,117
59,766
1,927,760

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

383,853
1,543,906
255,588
65,752
100,511
100,511366,835
49,3692,345
19,094,398

150,000
1,837,908(114,446)
1,873,461

Total shareholders' equity
Accumulated other comprehensive income
61Unrealized gains (losses) on available-for-sale securities
Deferred gains (losses) on hedge transactions
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

62

1,864,865
10,82976,081(20,044)
1,931,732
2,552
27,7893,835,536
22,929,935

Consolidated Statement of Income for fiscal year 2017
(Yen in millions)Fiscal year 2017
(April 1, 2017 to March 31, 2018)

5,399,115

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
Increase in allowance for doubtful accounts
Losses on bad debts
Equity in losses of affiliates
Amortization of deferred assets under Article 113of the Insurance Business Act

4,662,061
3,564,747
93,752
44,573
953,006
5,980
623,948
452,491
6,892
499
132,245
1,198
30,50844,686(44,573)
113,105
10,229102,876
5,054,175
4,103,092
1,916,944
135,673
703,865
187,435
47
564,482
245,933
339,025
9,684
71,3397,168
29,562
6,067
1,244
14,605
12,689856,940
22,803
13,418
781
198
1,785
3,826
2,791
344,939

Other ordinary expenses
Ordinary profit

63

(Yen in millions)Fiscal year 2017
(April 1, 2017 to March 31, 2018)
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
Losses on reduction of real estate
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

64

1,936
130
1,805
9,322
2,096
259
6,865
6,865
7
92
337,553
118,482(67,265)
51,217286,3362,153
284,183

Consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2017 (April 1, 2017 to March 31, 2018)(Yen in millions)Shareholders' equity
Retainedearnings

Share capital
Beginning balance

150,000

Treasuryshares1,699,030

Total shareholders'equity(13,658)

1,835,371

Changes during the year
Dividends(113,981)(113,981)

Net income attributable to owners of theparent284,183

284,183(125,091)(125,091)

(210)

642

431

(23,661)

23,661

Purchases of treasury shares
Disposal of treasury shares
Cancellation of treasury shares
Changes in the scope of application ofequity method
Capital increase of
consolidated subsidiaries
Changes based on generally accepted
accounting standards adopted by overseas
subsidiaries
Others

-

5,675

5,675

(24)

(24)

(13,119)(13,119)

16

16

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

150,000

138,877(100,787)

38,0891,837,908(114,446)

1,873,461

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

1,600,740

Foreigncurrencytranslation
adjustments

Remeasurementsof defined benefit
plans

112,869(17,933)

11,098

Shareacquisitionrights

Noncontrollinginterests

Total net assets

2,292

25,3213,569,760

Changes during the year
Dividends(113,981)

Net income attributable to owners of theparent284,183

Purchases of treasury shares(125,091)

Disposal of treasury shares

431-

Cancellation of treasury shares
Changes in the scope of application ofequity method

5,675

Capital increase of
consolidated subsidiaries(24)

Changes based on generally accepted
accounting standards adopted by overseas
subsidiaries(13,119)
16

OthersNet changes in items otherthan shareholders' equity

264,125(269)(36,787)(2,110)

260

2,468

227,686

Total changes during the year

264,125(269)(36,787)(2,110)

260

2,468

265,776

1,864,865

10,82976,081(20,044)

2,552

27,7893,835,536

Ending balance※Changes in financial metrics, which are based on generally accepted accounting standards adopted by our overseas subsidiaries, are due to the transfer tounrealized gains (losses) on available-for-sale securities from the early adoption of accounting standard (ASU-2018-02) implemented under the recent U.S. tax
reform. Prease refer Additional Information on the later page.

65

Notes to Consolidated Financial Statements
Significant matters related to consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 160 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 2017, WNC Insurance Holding Corp. and ten other companies areincluded as consolidated subsidiaries because they became subsidiaries due to additional shareacquisition among others.
Liberty American Insurance Group, Inc. and three other companies are excluded from the scope of
consolidation because they have been dissolved.
(2) Names of major non-consolidated subsidiaries
Major subsidiaries:
Tokio Marine & Nichido Adjusting Service Co., Ltd.
Tokio Marine Capital Co., Ltd.

66

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: 7 companies
Name of a major affiliate accounted for by the equity method:IFFCO-Tokio General Insurance Co. Ltd.
Edelweiss Tokio Life Insurance Company Limited
IFFCO-Tokio General Insurance Co. Ltd. has been included in the scope of application of theequity method from fiscal year 2017 due to an increase in its materiality.
WNC Insurance Holding Corp. and six other companies have been excluded from the scope of
application of the equity method from fiscal year 2017 because the Company increased its equity
interest in those companies making them subsidiaries of the Company.
(2) The non-consolidated subsidiaries (Tokio Marine & Nichido Adjusting Service Co., Ltd., Tokio
Marine Capital Co., Ltd., etc.) and other affiliates (Alinma Tokio Marine Company, etc.) have notbeen accounted for by the equity method because these companies have had a minor effect on the
Company’s consolidated net income or loss for the period and retained earnings and are notconsidered material as a whole.
(3) The Company owns 30.1% of the total voting rights of Japan Earthquake Reinsurance Co., Ltd.
through Tokio Marine & Nichido and Nisshin Fire & Marine. The Company does not consider
Japan Earthquake Reinsurance Co., Ltd. to be its affiliate since it believes that it 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 148 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.

67

b. Bonds held to maturity are recorded by using the amortized cost method (straight-line method)
based on the moving-average method.
c. Bonds earmarked for underwriting reserves are recorded by using amortized cost method(straight-line method) based on the moving-average method, in accordance with the Industry
Audit Committee Report No. 21 “Temporary Treatment of Accounting and Auditing Concerning
Securities Earmarked for Underwriting Reserve in Insurance Industry” issued by the JapaneseInstitute of Certified Public Accountants (the “JICPA”), November 16, 2000.
Following is a summary of the risk management policy concerning bonds earmarked forunderwriting reserves.
In order to control interest rate fluctuation risks relating to assets and liabilities, Tokio Marine &Nichido Life divides their underwriting reserves into 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.
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.
(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.

68(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.
b. Provision for employees’ bonus
To provide for payment of bonuses to employees, the Company and its major consolidated domestic
subsidiaries maintain reserves for employees' bonuses based on the expected amount to be paid.
c. Price fluctuation reserve
Domestic consolidated insurance subsidiaries maintain reserves under Article 115 of the Insurance
Business Act in order to provide for possible losses or damages arising from fluctuation of 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, 2018 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 the69

employees 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
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, 2018 were 1,256 million yen andthe amount accounted for in the consolidated financial statements for fiscal year 2017 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, (b) deferred hedge accounting or (c) matching treatment are applied. The hedge
effectiveness is not evaluated for hedging treatments that are believed to have high hedge effectiveness,70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. and HCC
Insurance Holdings, Inc. is amortized over 20 years, 10 years, respectively, using the straight-line
method. Other goodwill is amortized over 5 to 15 years using the straight-line method, however when
the amount is small it is amortized 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 the
Insurance Business Act for E.design Insurance Co., Ltd. in accordance with applicable laws andregulations and the Articles of Incorporation of E.design Insurance Co., Ltd.
Additional Information(Adjustment of deferred tax assets and liabilities due to changes in the corporate income
tax rate)
Due to the Tax Cuts and Jobs Act, which the U.S. government passed on December 22, 2017, thefederal income tax rate for the Company’s consolidated U.S. subsidiaries decreased from 35% to 21%
starting January 1, 2018.
As a result, net income attributable to owners of the parent increased by 57,856 million yen due to adecrease of deferred tax liabilities (net of deferred tax assets) by 60,321 million yen among otherfactors. The increase includes the impact of a decrease of deferred tax assets (13,119 million yen) withrespect to unrealized gains (losses) on available-for-sale securities under U.S. accounting standards.
However, due to the early adoption of accounting standard (ASU 2018-02) implemented under the
recent U.S. tax reform, the impact is reclassified from retained earnings to unrealized gains (losses) on
available-for-sale securities in our consolidated statement of changes in shareholders' equity.

Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 360,585 million yen, and deferred capital gain
for tax purpose is 18,721 million yen.
2. Shares and investment in non-consolidated subsidiaries and affiliates are 225,698 million yen and
18,547 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 30,840 million yen. The breakdown is set forth71

below.
(1) The amount of loans to borrowers in bankruptcy is none.
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 17,177 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 5,725 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 7,937 million yen.
Restructured loans are loans on which concessions (e.g., reduction of the stated interest rate, deferralof interest payment, extension of the maturity date, forgiveness of debt) are granted to borrowers infinancial difficulties to assist them in their corporate restructuring by improving their ability to repay
creditors. Restructured loans do not include loans classified as loans to borrowers in bankruptcy, past
due loans or loans past due for three months or more.
4. The value of assets pledged as collateral totals 51,288 million yen in savings deposits, 19,981
million yen in monetary receivables bought, 294,890 million yen in securities and 15,209 million
yen in loans.
Collateralized debt obligations are held to the value of 155,335 million yen in outstanding claims,
116,795 million yen in underwriting reserve and 65,890 million yen in other debts (including
foreign reinsurance related debts, etc.).
5. Of securities, etc., received in connection with cash-secured lending transactions and others, thosewith the right to dispose by sale or rehypothecation have a fair value of 36,551 million yen and arewholly held by the Company.
6. Securities include securities lent under loan agreements of 712,687 million yen.
7. The outstanding balance of undrawn committed loans is as follows.
(Yen in millions)
Total loan commitments
500,508
Balance of drawn committed loans
346,344
Undrawn loan commitments
154,164

72

8. The amount of both assets and liabilities for special account as prescribed in Article 118 of the
Insurance Business Act totals 219,705 million yen.
9. Tokio Marine & Nichido guarantees the liabilities of some of its subsidiaries. The balance of theguarantee to its subsidiaries as of March 31, 2018 is as follows:(Yen in millions)
4,972
3,038
8,010

Tokio Marine Compaňía de Seguros, S.A. de C.V.
Tokio Marine Pacific Insurance Limited
Total

10. Other assets include 3,826 million yen of deferred assets under Article 113 of the Insurance
Business Act.
11. 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.
574,418
Salaries
307,475
Business expenses consist of "Loss adjustment expenses", "Operating and general administrative
expenses" and "Agency commissions and brokerage" as shown in the accompanying consolidated
statement of income.
2. The amount of other extraordinary gains is 1,394 million yen in gains on liquidation of subsidiaries
and affiliates and 220 million yen in gains on sales of shares of subsidiaries and affiliates.

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, 2017

Increase during
fiscal year 2017

Decrease during
fiscal year 2017

Issued shares(Thousand shares)
Number ofshares as ofMarch 31,2018

Common share
Total
Treasury share

753,024
753,024

-

5,000
5,000

748,024
748,024

Common share
Total

2,912
2,912

24,815
24,815

5,136
5,136

22,591
22,591

Notes: 1. The decrease of 5,000 thousand issued shares is attributable to cancellation of treasury
shares.

73

2. The increase of 24,815 thousand treasury shares of common share is primarily
attributable to a purchase of 24,796 thousand treasury shares by the resolution of boardof directors’ meetings.
3. The decrease of 5,136 thousand treasury shares of common share is primarily
attributable to a cancellation of treasury shares that decreased treasury shares by 5,000
thousand.
2. Share acquisition rights (including those owned by the Company)
Category

Nature of share acquisition rights

Amount as of March 31, 2018
(Yen in millions)

The Company(parent company)

Share acquisition rights as shareoptions

2,552

3. Dividends(1) Amount of dividends(Resolution)
Ordinary general
meeting ofshareholders heldon June 26, 2017
Meeting of theboard of directors
held on November
17, 2017

Class ofshare

Total amountof dividends
paid(Yen inmillions)

Amount ofdividends per
share
(Yen)

Record dateCommonshare

54,383

72.50

March 31,2017

June 27,2017

Commonshare

59,59880.00

September
30, 2017

December 1,
2017

Effectivedate(2) Dividends of which the record date falls within fiscal year 2017, and of which the effective datefalls on or after April 1, 2018.
The Company intends to obtain approval for the following dividend payment at the 16th Ordinary
General Meeting of Shareholders to be held on June 25, 2018.
Total
Amount ofamount ofSource ofdividends
RecordEffective
Class ofdividends(Resolution)
dividends
per share
date
date
share
paid
(Yen)
(Yen inmillions)
Ordinary general
meeting ofCommonRetained
March 31, June 26,
58,03480.00
shareholders to beshareearnings
2018
2018
held on June 25, 201874

Information on financial instruments
1. Qualitative information on financial instruments
The Group's core operation is its insurance business and it generally makes investments based on cash
inflows mainly arising from insurance premiums. Therefore, the Group is working toward long-termand stable profit and effective liquidity maintenance through appropriate Asset Liability Management(“ALM”) based risk control that takes into consideration the characteristics of insurance products.
Specifically, the Group is controlling interest rate risk to which insurance liabilities are exposed and ismanaging credit risk through investing mostly in bonds with high credit ratings. In addition, the Groupaims to secure mid-to-long-term profit by diversifying risk, investing both within and outside Japan,
and using varied investment techniques, including investing in foreign securities. With regard to held
assets, the Group is utilizing foreign exchange forwards and other derivative transactions in order tomitigate risk.
In major consolidated subsidiaries, the risk management department, which is independent of trading
departments, quantitatively and qualitatively controls risk in order to deal with market risk and credit
risk etc. pertaining to financial instruments.
Through these approaches, the Group aims to increase investment income in order to maximize net
asset value in the mid-to-long-term, and maintain financial soundness.
2. Fair value 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,
2018.

75

(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

Carrying amountshown on balance
sheet
733,832
135,000

Fair value

Difference

733,877
135,000

44
-

4,999

4,999

-

30,88030,880-1,252,343
214,101

1,252,343
214,101-

477,526
4,785,178

477,526
5,472,911

687,733

38,18039,227

1,046

10,989,173

10,989,173-

894,386

4,348

Loans
Allowance for doubtful
accounts (*1)

893,984(3,946)890,037(9)(10)

Corporate bonds (*2)
59,766
58,840(926)
Payables under security
383,853
383,853
lending transactions (*2)(11) Derivative assets and50,47050,470liabilities (*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 in76

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: 336,233 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: 117,895 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, 2018

Fair value as of March 31, 2018

60,366

133,581

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, 2018 is primarily based on appraisals by qualified external
valuers.

Per share information

Net assets per share

5,245.40 yen

Net income per share

382.83 yen

77

Non-consolidated Balance Sheet as of March 31, 2018
(Yen in millions)
As of March 31, 2018
AssetsCurrent assets:
Cash and bank deposits
Prepaid expenses
Accounts receivable
OthersTotal current assets
Fixed assets:
Tangible fixed assets
Buildings
Motor vehicles and transport equipment
Office equipment
Total tangible fixed assets
Intangible fixed assets
Telephone right
Total intangible fixed assets
Investments and other assets
Investments in subsidiaries and affiliates
OthersTotal investments and other assets
Total fixed assets
Total assets
Liabilities
Current liabilities:
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office taxes
Accrued consumption taxes
Deposits received
Provision for employees' bonus
Total current liabilities
Fixed liabilities:
Reserve for retirement benefit
Total fixed liabilities
Total liabilities
Net assets
Shareholders' equity:
Share capital
Capital surplus
Additional paid-in capital
Total capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Total retained earnings
Treasury shares
Total shareholders' equity
Share acquisition rights
Total net assets
Total liabilities and net assets

10,80814
55,195
4
66,022

153
37
36
227
0
0
2,333,521
2,110
2,335,632
2,335,860
2,401,883

688
666
101
14
290
7
615
2,383
317
317
2,700

150,000
1,511,485
1,511,485
849,590332,275
517,315
849,590(114,446)
2,396,629
2,552
2,399,182
2,401,883

78

Non-consolidated Statement of Income for fiscal year 2017
(Yen in millions)Year ended March 31, 2018
(April 1, 2017 to March 31, 2018)
Operating income:
Dividends received from subsidiaries and affiliates

214,446

Fees received from subsidiaries and affiliates

13,063

Total operating income

227,510

Operating expenses:
Operating and general administrative expenses

12,167

Total operating expenses

12,167215,342

Operating profit
Non-operating income:Interest income

0Gains on forfeiture of unclaimed dividends

42

Office work fee

18

Other non-operating income

51

Total non-operating income

112

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

33

Miscellaneous expenses

43

Total non-operating expenses

76
215,378

Ordinary profit
Extraordinary gains:
Gains on sales of investment in subsidiaries and affiliates

220

Total extraordinary gains

220

Extraordinary losses:
Impairment losses on investment of subsidiaries andaffiliates
Lossses on liquidation of subsidiaries and affiliates
Losses on disposal of fixed assets

12,02586
1

Total extraordinary losses

12,113

Income before income taxes

203,485

Income taxes-current(1)

Total income taxes(1)
203,486

Net income79Non-consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2017 (April 1, 2017 to March 31, 2018)(Yen in millions)Shareholders' equity
Retained earnings

Capital surplus

Other retained earnings
Share capital

Beginning balance

Additional
paid-in capital

150,000

Others1,511,485

Retainedearnings carriedforwardGeneralreserve-

332,275

451,682

Treasuryshares(13,658)

Total
shareholders'equity2,431,784

Changes during the year
Dividends(113,981)(113,981)

Net income

203,486

203,486

Purchase of treasury shares(125,091)(125,091)

Disposal of treasury shares

(210)

642

431

Retirement of treasury shares(23,661)

23,661-

Transfer from retained earnings tocapital surplus

23,872(23,872)-

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

-

-

-

-

65,632(100,787)(35,154)

150,000

1,511,485-

332,275

517,315(114,446)

2,396,629

ShareacquisitionrightsBeginning balance

2,292

Total net
assets2,434,077

Changes during the year
Dividends(113,981)

Net income

203,486

Purchase of treasury shares(125,091)

Disposal of treasury shares

431

Retirement of treasury shares-

Transfer from retained earnings tocapital surplus-

Net changes in items other thanshareholders' equity

260

260

Total changes during the year260

(34,894)

Ending balance

2,552

2,399,182

80

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

3 to 15 years

3. Reserve(1) To provide for payment of bonus to employees, the Company maintains a reserve for
employees’ bonus based on the expected amount to be paid.
(2) To provide for employees’ retirement benefit payment, the Company maintains a reserve for
employee's retirement benefits equal to the amount deemed to have incurred as of the end of
fiscal year 2017.
4. Consumption taxes

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

330 million yen

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

2,097 million yen
378 million yen

Debts payable

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

227,510 million yen

Operating expenses

1,834 million yen

Transactions other than operating transactions

81

50,263 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, 2018:
Common share
22,591,149 shares
Deferred tax accounting
Major components of deferred tax assets:
Deferred tax assets
Impairment losses on investment in subsidiaries and affiliates

41,553 million yen

Others1,433 million yen

Subtotal

42,987 million yen

Valuation allowance(42,987) million yen

Total deferred tax assets- million yen

Net deferred tax assets- million yen

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

Subsidiary

Tokio
Marine&Nichido100% held
directly

Transaction
description(Yen in millions)
Transaction Item Balance
amountat endoffiscalyear
49,690-Overlapping Contributions
management
in kindandBusiness
administration
Terms and conditions and corresponding decision-making policies for these transactions:
Note: Contributions in kind consist of the shares of a subsidiary, which were worth 49,690 million
yen.
Per share information
Net assets per share

3,303.72 yen

Net income per share274.12 yen

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Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
To the Board of Directors
Tokio Marine Holdings, Inc.

May 16, 2018

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, 2017 and ended on March 31, 2018. 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.

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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.

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Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
To the Board of Directors
Tokio Marine Holdings, Inc.

May 16, 2018

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 16th fiscal year that began on April 1, 2017 and ended on March 31, 2018.
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, including85

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.

86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, 2017 and ended on March 31, 2018 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
the business 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 reports

87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 2017.
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 stateof 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 17, 2018
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.

88

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.

89