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 andtaking 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 55 yen
per share of the Company as a year-end cash dividend. As 40 yen per share was paid as an interim cash
dividend, the total amount of annual cash dividends will be 95 yen per share for the fiscal year ended March
31, 2015. This is an increase of total annual cash dividends of 25 yen per share from 70 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: 55 yen
Aggregate amount of cash dividends: 41,502,940,380 yen
2. Effective date of the distribution of dividends
June 30, 2015

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

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The candidates for directors are as follows:
Name(Date of birth)01.

Shuzo Sumi
(July 11, 1947)

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

1970 Joined Tokio Marine
2000 Director and Chief Representative in London,
Overseas Division of Tokio Marine
June
2002 Managing Director of Tokio Marine
Oct.
2004 Managing Director of Tokio Marine & NichidoJune2005 Senior Managing Director of Tokio Marine &NichidoJune
2007 President of Tokio Marine & NichidoJune2007 President of Tokio Marine HoldingsJune2013 Chairman of the Board of Tokio Marine & Nichido(to present)June2013 Chairman of the Board of Tokio Marine Holdings(to present)(Other major occupations)
Chairman of the Board of Tokio Marine & Nichido
Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (outside
director)
Director of Toyota Industries Corporation (outside director)
Vice Chairman of Japan Association of Corporate Executives
02. Tsuyoshi Nagano April 1975 Joined Tokio Marine(November 9, 1952) June
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 Holdings

5

Number of theCompany’s
shares held
23,905 shares

19,400 sharesJune2012 Executive Vice President of Tokio Marine &NichidoJune
2012 Executive Vice President and General Manager ofInternational Business Development Dept. of
Tokio Marine HoldingsJune2013 President of Tokio Marine & Nichido (to present)June2013 President of Tokio Marine Holdings (to present)(Other major occupations)
President of Tokio Marine & Nichido
03.
Masashi Oba
April 1978 Joined Tokio Marine
10,600 shares(February 13, 1955) June2007 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune2009 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
June2010 Managing Director of Tokio Marine & NichidoJune2010 Managing Director of Tokio Marine HoldingsJune2013 Resigned from position as Managing Director of
Tokio Marine & Nichido
April 2014 Senior Managing Director of Tokio Marine
Holdings
April 2015 Executive Vice President of Tokio Marine Holdings(to present)(Responsibilities)
Chief Financial Officer (CFO)In charge of Corporate Planning Dept.
04.
Hirokazu Fujita
April 1980 Joined Tokio Marine
9,850 shares(May 12, 1956)
June
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 & Nichido (topresent)
July
2013 Managing Director of Tokio Marine Holdings (topresent)

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(Responsibilities)
In charge of Financial Planning Dept. and Corporate Accounting
Dept.
(Other major occupations)Managing Director of Tokio Marine & Nichido
05.
Akio Mimura
April 1963 Joined Fuji Iron and Steel Co., Ltd.
4,300 shares(November 2, 1940) June
1993 Director of Nippon Steel Corporation
April 1997 Managing Director of Nippon Steel Corporation
April 2000 Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel CorporationJune
2010 Director of Tokio Marine Holdings (outside
director, to present)Oct.
2012 Director, Member of the Board and Senior Advisorof Nippon Steel & Sumitomo Metal CorporationJune
2013 Senior Advisor of Nippon Steel & Sumitomo Metal
Corporation
Nov. 2013 Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation (to present)(Other major occupations)
Senior Advisor, Honorary Chairman of Nippon Steel &Sumitomo Metal Corporation
Director of Japan Post Holdings Co., Ltd. (outside director)
Director of Development Bank of Japan Inc. (outside director)
Director of Innovation Network Corporation of Japan (outside
director)
Director of Nisshin Seifun Group Inc. (outside director)
Chairman of The Japan Chamber of Commerce and Industry
Chairman of The Tokyo Chamber of Commerce and Industry
06.
Mikio Sasaki
April 1960 Joined Mitsubishi Corporation
1,600 shares(October 8, 1937) June
1992 Director of Mitsubishi Corporation
June
1994 Managing Director of Mitsubishi Corporation
April 1998 President of Mitsubishi Corporation
April 2004 Chairman of the Board of Mitsubishi CorporationJune
2010 Director and Senior Corporate Advisor of
Mitsubishi CorporationJune
2011 Senior Corporate Advisor of Mitsubishi
Corporation (to present)June2011 Director of Tokio Marine Holdings (outside
director, to present)

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07.

08.

09.

10.

(Other major occupations)
Senior Corporate Advisor of Mitsubishi Corporation
Director of Mitsubishi Motors Corporation (outside director)
Director of Mitsubishi Electric Corporation (outside director)
Director of Mitsubishi Research Institute, Inc. (outside director)
Shinichi Hirose
April 1982 Joined Tokio Marine(December 7, 1959) June2013 Managing Director of Tokio Marine & Nichido
Life
April 2014 President of Tokio Marine & Nichido Life (topresent)June2014 Director of Tokio Marine Holdings (to present)(Other major occupations)
President of Tokio Marine & Nichido Life
Ichiro Ishii(*)
April 1978 Joined Tokio Marine(June 15, 1955)
June
2010 Executive Officer and General Manager ofInternational Business Development Dept. of Tokio
Marine HoldingsJune2013 Managing Executive Officer of Tokio Marine &NichidoJune
2013 Managing Executive Officer of Tokio Marine
Holdings
Dec. 2013 Resigned from position as Managing Executive
Officer of Tokio Marine & Nichido
April 2015 Senior Managing Executive Officer of Tokio
Marine Holdings (to present)
Masako Egawa(*) April 1980 Joined Citibank, N.A. ,Tokyo Branch(September 7, 1956) Sep.
1986 Joined Salomon Brothers Inc, New York Head
OfficeJune
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(Other major occupations)
Director of Asahi Glass Company, Limited (outside director)
Takayuki Yuasa(*) April 1981 Joined Tokio Marine(May 5, 1958)
June
2012 President of Tokio Marine & Nichido Financial
Life
Sep.
2014 Resigned from position as President of Tokio
Marine & Nichido Financial Life
Oct.
2014 Managing Executive Officer of Tokio Marine

85,975 shares

6,400 shares-

9,100 shares

Holdings (to present)
Notes: 1. There are no special conflicts of interest between the Company and any of the candidates.
2. Mr. Akio Mimura, Mr. Mikio Sasaki and Ms. Masako Egawa are candidates for outside
directors.
3. Mr. Akio Mimura, Mr. Mikio Sasaki and Ms. Masako Egawa satisfy the requirements for“independent directors/auditors” as defined by the Tokyo Stock Exchange, Inc. Mr. Akio
Mimura concurrently serves as Senior Advisor, Honorary Chairman of Nippon Steel &Sumitomo Metal Corporation (“NSSMC”), which has no business transaction with theCompany. Insurance subsidiaries of the Company conduct insurance-related transactions with
NSSMC; however, these transactions constitute less than 1 percent of the Company’s
consolidated ordinary income. Mr. Mikio Sasaki concurrently serves as Senior Corporate
Advisor 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 less than 1 percent of the Company’s
consolidated ordinary income.
4. The reason for proposing Mr. Akio Mimura as a candidate for outside director is that he would
be expected to fulfill his supervisory functions and provide valuable advice based on his insight
as a company manager, acquired through many years of experience in a management role.
The reason for proposing Mr. Mikio Sasaki as a candidate for outside director is that he would
be expected to fulfill his supervisory functions and provide valuable advice based on his insight
as a company manager, acquired through many years of experience in a management role.
The reason for proposing Ms. Masako Egawa as a candidate for outside director is that she
would be expected to fulfill her supervisory functions and provide valuable advice based on her
insight as a specialist in business management, acquired through many years of experience infinancial institutions, involvement in academic activities related to corporate governance andexperience at The University of Tokyo as a Executive Vice President. While Ms. Masako
Egawa has not been involved in 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.
5. Mr. Mikio Sasaki concurrently serves as an outside director of Mitsubishi Motors Corporation(“Mitsubishi Motors”). Mitsubishi Motors determined that, in March 2011, during Mr. Sasaki's
term as an outside director, it had been using certain equipment at its plants without filingreports required by environmental protection laws, regulations and municipal ordinances. In
March 2012, during Mr. Sasaki's term as an outside director, Mitsubishi Motors announced thatit had not been processing equipment that uses insulation oil possibly containing
polychlorinated biphenyl (“PCB”) in compliance with PCB waste processing requirements
prescribed by environmental protection laws and regulations. Although Mr. Sasaki wasunaware of the problem until it was discovered, prior to the incident he had consistently urged
the board to enhance compliance measures and called for further attention to the importance ofcompliance. After the discovery, Mr. Sasaki led a thorough investigation into the incident andimplementation of measures to prevent a recurrence of such incident. Mr. Sasaki also
concurrently serves as an outside director of Mitsubishi Electric Corporation (“Mitsubishi
Electric”). Mitsubishi Electric announced that, from January to March 2012, during Mr.
Sasaki's term as an outside director, it had been overcharging or otherwise inappropriately
charging the Ministry of Defense, the Ministry of Internal Affairs and Communications andother institutions in relation to certain contracts for electronics system projects, each of which

9subsequently suspended Mitsubishi Electric from participating in bidding on public projects.
Although Mr. Sasaki was unaware of the problems until they were discovered, prior to theincidents he had consistently urged the enhancement of compliance measures and called forfurther attention to the importance of compliance. After the discovery, Mr. Sasaki led athorough investigation into the incidents and further enhancement of Mitsubishi Electric’s
compliance system to prevent a recurrence of such incidents.
6. Mr. Akio Mimura will have served as an outside director for 5 years at the close of this Meeting.
Mr. Mikio Sasaki will have served as an outside director for 4 years at the close of this Meeting.
7. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with Mr. Akio Mimura and Mr. Mikio Sasaki tolimit their liability provided for in Article 423, paragraph 1 of the Companies Act of Japan.
The limitation of liability under the agreement shall be the higher of either 10 million yen or theamount provided in Article 425, paragraph 1 of the Companies Act of Japan. The Company
intends to maintain the agreement if Mr. Mimura and Mr. Sasaki are elected as proposed. The
Company also intends to enter into a similar agreement with Ms. Masako Egawa if she iselected as proposed.
8. 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 businessexecution and supervision of the execution of duties by directors, based on his wealth ofexperience and results he has achieved since joining Tokio Marine. These include his
intensive involvement in product planning and domestic insurance underwriting and his terms
in office as Director and Chief Representative in London, President, and Chairman of the Board.
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that he would be
expected to fulfill his role adequately in deciding important matters regarding businessexecution and supervision of the execution of duties by directors, based on his wealth ofexperience and results 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 Director, and his current leadership role inthe management of the Tokio Marine Group as President of the Company and President of
Tokio Marine & Nichido. The reason for proposing Mr. Masashi Oba as a candidate fordirector is that he would be expected to fulfill his role adequately in deciding important mattersregarding business execution and supervision of the execution of duties by directors, based on
his wealth of experience and results he has achieved since joining Tokio Marine. These
include his intensive involvement in accounting and financial planning and his terms in officeas Director of the Company in charge of the Financial Planning Dept., Corporate Planning Dept.
and Personnel Planning Dept. The reason for proposing Mr. Hirokazu Fujita as a candidate fordirector is that he would be expected to fulfill his role adequately in deciding important mattersregarding business execution and supervision of the execution of duties by directors, based on
his wealth of experience and results he has achieved since joining Tokio Marine. These
include his intensive involvement in accounting and his terms in office as Director of theCompany in charge of the Corporate Accounting Dept., Financial Planning Dept. and Risk
Management Dept. The reason for proposing Mr. Shinichi Hirose as a candidate for director isthat he would be expected to fulfill his role adequately in deciding important matters regarding
business execution and supervision of the execution of duties by directors, based on his wealthof experience and results he has achieved since joining Tokio Marine. These include his
intensive involvement in product planning, marketing planning and domestic insurance
underwriting, and his current leadership role in the management of Tokio Marine & Nichido
Life as President. The reason for proposing Mr. Ichiro Ishii as a candidate for director is that10

he would be expected to fulfill his role adequately in deciding important matters regarding
business execution and supervision of the execution of duties by directors, based on his wealthof global experience and results he has achieved since joining Tokio Marine, including in
product planning and overseas insurance business in Asia, the U.S., and elsewhere. The
reason for proposing Mr. Takayuki Yuasa as a candidate for director is that he would be
expected to fulfill his role adequately in deciding important matters regarding businessexecution and supervision of the execution of duties by directors, based on his wealth ofexperience and results he has achieved since joining Tokio Marine, including in finance,accounting, risk management, and the domestic life insurance and property and casualty
insurance business.
9. Mr. Ichiro Ishii is expected to assume his position as a Senior Managing Director of Tokio
Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine& Nichido scheduled for June 2015.
10. Ms. Masako Egawa is expected to assume her position as an outside director of Mitsui
Fudosan Co., Ltd. at the close of the ordinary general meeting of shareholders of Mitsui
Fudosan Co., Ltd. scheduled for June 2015.
11. Mr. Takayuki Yuasa is expected to assume his position as a Managing Director of Tokio
Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine& Nichido scheduled for June 2015.
12. A “*” indicates that the candidate is a newly appointed candidate who is not currently serving
as a director.

Item 3. Election of Two (2) Audit & Supervisory Board Members
The term of office of Mr. Toshiki Ohashi and Mr. Akinari Horii, both of whom are audit & supervisoryboard 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.

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The candidates for audit & supervisory board members are as follows:
Name(Date of birth)

Brief personal history, position andother major occupations

01.

Akinari Horii
April(October 14, 1951) July

1974 Joined the Bank of Japan
2002 Director of International Department of the Bank of
Japan
June
2006 Executive Director in charge of international affairsof the Bank of Japan
June
2010 Resigned from position as Executive Director of
the Bank of Japan
July
2010 Special Advisor of The Canon Institute for Global
StudiesDec. 2010 Director and Special Advisor of The Canon
Institute for Global Studies (to present)June2011 Audit & Supervisory Board Member of Tokio
Marine Holdings (outside audit & supervisoryboard member, to present)(Other major occupations)
Director and Special Advisor of The Canon Institute for Global
Studies
April 1980 Joined Tokio Marine
June
2011 Executive Officer and General Manager ofCorporate Planning Dept. of Tokio Marine
Holdings
June2013 Managing Director of Tokio Marine & Nichido (topresent)June2013 Managing Director of Tokio Marine Holdings (topresent)

02.

Takashi Ito(*)(May 19, 1957)

Number of theCompany’s
shares held
2,300 shares

800 shares

Notes: 1. There are no special conflicts of interest between the Company and any of the candidates.
2. Mr. Akinari Horii is a candidate for outside audit & supervisory board member.
3. Mr. Akinari Horii satisfies the requirements for "independent directors/auditors" as defined by
the Tokyo Stock Exchange, Inc.
4. The reason for proposing Mr. Akinari Horii as a candidate for outside audit & supervisory board
member is that he would be expected to fulfill his audit functions based on his insight acquired
through many years of experience in his roles as an executive or a regular employee of the
Bank of Japan.
5. Mr. Akinari Horii will have served as an outside audit & supervisory board member for 4 years
at the close of this Meeting.
6. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,

12the Company has entered into an agreement with Mr. Akinari Horii 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 maintainthe agreement if Mr. Akinari Horii is elected as proposed.
7. The reason for proposing Mr. Takashi Ito as a candidate for audit & supervisory board member
is that he would be expected to fulfill his audit functions based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvementin product planning, corporate planning and legal matters, and his terms in office as Director of
the Company in charge of Risk Management Dept., Legal Dept. and Internal Audit Dept.
8. Mr. Takashi Ito is expected to resign from position as a Managing Director of Tokio Marine &Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine & Nichido
scheduled for June 2015. Mr. Takashi Ito is expected to resign from position as a Managing
Director of the Company at the close of this Meeting.
9. A “*” indicates that the candidate is a newly appointed candidate who is not currently serving as
an audit & supervisory board member.

Item 4. Change in Remuneration to Directors
1. Reason for proposal
Total individual monetary compensation for the directors of the Company of no more than 25 million yen
per month was approved at the third ordinary general meeting of shareholders held on June 28, 2005.
Separately from this 25 million yen per month, it was resolved at the fourth ordinary general meeting ofshareholders held on June 28, 2006 that the directors’ remuneration relating to share acquisition rights
allotted as share options shall not exceed 70 million yen per year and the number of share acquisition rights
shall not exceed 250 rights per year.

The Company proposes to revise the amount and contents for Directors’ compensation and other
remuneration to further enhance motivation to improve the Company’s business performance and corporate
value by increasing the performance-based portion of the remuneration and increasing the link between
remuneration and the share price of the Company such that the directors will share the merit and risk ofshare price fluctuation with the shareholders.
The contents of the proposal are based on criteria such as the level of execution of business duties andcontribution by each director and are finalized based on deliberations of the Compensation Committee of
the Tokio Marine Group, a body that mainly consists of outside directors.
Note: The annual total number of share acquisition rights is after adjustments resulting from: (i) a share split
and introduction of the share unit system on September 30, 2006; and (ii) a change in the number ofshares constituting a unit on October 2, 2006.

2. Contents of proposal(1) Amount of remuneration and other compensation

13

The Company proposes that the total amount of remuneration for directors shall be no more than 50
million yen per month (including no more than 5 million yen for outside directors) and, separately fromsuch 50 million yen per month, that the total remuneration of share acquisition rights allotted to directors
as share compensation type share option shall be no more than 140 million yen per year (including no
more than 14 million yen for outside directors).
The number of director is ten (including three outside directors) at the moment, and will become ten(including three outside directors) if Item 2 is approved as proposed.
(2) Contents of remuneration and other compensation
The Company proposes that the share acquisition rights allotted to directors as share compensation typeshare option shall be as below. Upon allotment of share acquisition rights, the Company plans to grant
directors remuneration claims in amounts equal to the amount payable for the share acquisition rights, bywhich the rights to demand payment of payable amounts and the remuneration claims will set off eachother.
(i) Total number of share acquisition rights
The maximum total number of share acquisition rights allotted to directors within one year from thedate of the ordinary general meeting of shareholders for each fiscal year shall be 500 (including 50 for
outside directors). If the number of shares constituting one unit is revised, however, the maximum
total number of share acquisition rights shall be adjusted to that obtained by dividing the maximum
number of shares (if any adjustment is made according to (ii) below, the maximum number of shares asadjusted) to be issued upon exercise of share acquisition rights by the revised number of sharesconstituting one unit (any fractional shares shall be truncated).
(ii) Class and number of shares to be issued upon exercise of the share acquisition rights
The maximum total number of shares to be issued upon exercise of the share acquisition rights allottedwithin one year from the date of the ordinary general meeting of shareholders for each fiscal year shallbe 50,000 common shares (including 5,000 common shares for outside directors).
The number of shares to be issued upon exercise of each share acquisition right shall be 100. If thenumber of shares constituting one unit is revised, however, the number of shares to be issued upon
exercise of each share acquisition right shall be the revised number of shares constituting one unit.
If adjustment of the maximum number of common shares to be issued upon an exercise of shareacquisition rights or the number of common shares to be issued upon exercise of each share acquisitionright becomes appropriate due to a share split (including gratis allotment of the shares of theCompany's common share) or consolidation of shares, the Company shall make adjustments as deemednecessary.
(iii) Value of the property to be contributed upon exercise of the share acquisition rights
The value of the property to be contributed upon exercise of each share acquisition right shall be theamount obtained by multiplying the amount payable for any one share issued upon exercise of theshare acquisition rights, which shall be one yen, by the number of shares to be issued upon exercise ofeach share acquisition right.

14

(iv) Exercise period of the share acquisition rights
The exercise period shall be within 30 years from the day following the date of allotment of the shareacquisition rights and shall be decided by the Board of Directors of the Company.
(v) Restriction on the acquisition of share acquisition rights by transfer
The acquisition of share acquisition rights by transfer shall require approval by a resolution of theBoard of Directors of the Company.
(vi) Other conditions for the exercise of the share acquisition rights
As a general rule, any individual who has been allotted share acquisition rights may continue toexercise such right after losing his or her position as a director, audit & supervisory board member or
executive officer of the Company if within the period described in (iv) above, and other conditions forthe exercise of the share acquisition rights shall be decided by the Board of Directors of the Company.

15