[English Translation]
TOKIO MARINE HOLDINGS, INC.

Attachment to the “Notice of Convocation of
the 13th Ordinary General Meeting of Shareholders”
Business Report for the Fiscal Year Ended March 31, 2015
(From April 1, 2014 to March 31, 2015)
1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group
During the fiscal year ended March 31, 2015, while European economies had concerns
about short-term prospects and some developing countries, including China, grew only slowly, theworld economy as a whole generally continued to recover gradually as a result of the steady
improvement in the household sector and the corporate sector in the United States.

In Japan, while the economy was affected by the increase in consumption tax rate, theeconomy gradually recovered amid the depreciation of the yen and rising share prices andimprovement could be seen in the corporate sector.

In the property and casualty insurance sector, including auto insurance, a trend of profit
recovery can be observed.

On the other hand, in the life insurance sector, the decline in theamount of individual life insurance in force has slowed down.

Against this backdrop, the Tokio Marine Group (the “Group”) actively developed its
business in the final year of the “Innovation and Execution 2014” medium-term business strategy
with a vision of becoming a “global insurance group sustaining growth by offering quality that
customers select.”

As a result, the Group’s total net premiums written exceeded 3 trillion yen.

Life insurance premiums also continued to grow steadily despite the effect of the growing numberof cancellations of variable annuities insurance caused by rising domestic share prices.

Positive factors such as improved insurance underwriting, economic recovery both
domestically and overseas, and the progression of the depreciation of the yen contributed torecord-high profits for three consecutive years.

16Ordinary income and ordinary profit for each business segment are as follows:(Yen in billions, except for %)Year ended March 31,

Year ended March 31,

Difference

2014

2015

(%)

Ordinary income

4,166.1

4,327.9

103.9

Net premiums written

2,870.7

3,127.6

108.9

Life insurance premiums

378.0

220.4

58.3

Life insurance premiums

709.3

892.8

125.9

Ordinary profit

274.3

358.1

130.5

Net income

184.1

247.4

134.4

(excluding variableannuities)

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

Ordinary profit

Year ended

Year ended

Year ended

Year ended

March 31, 2014

March 31, 2015

March 31, 2014

March 31, 2015

2,436.3

2,572.7

116.7

203.9

542.9

327.4

28.5

19.1

Overseas insurance

1,162.9

1,423.5

123.2

128.7

Financial and other

75.1

74.8

5.7

6.3

Domestic property
and casualty
insurance
Domestic life
insurance

Domestic Property and Casualty Insurance Business
The following is a discussion of Tokio Marine & Nichido Fire Insurance Co., Ltd.’s(“Tokio Marine & Nichido”) operating results for the fiscal year ended March 31, 2015.

Net

premiums written were 2,036.7 billion yen, a year-on-year increase of 3.6 percent, due toincreased premiums in all insurance businesses, especially in auto insurance.

The combined ratio,a profitability index for the property and casualty insurance business, was 91.5 percent, an
improvement of 1.7 points compared to the previous fiscal year.

Investment income was 202.5

billion yen, an increase of 45.9 billion yen compared to the previous fiscal year, mainly due to anincrease in dividend income from overseas subsidiaries and affiliates, which had a strong17performance for the year.

As a result, ordinary profit was 264.0 billion yen, an increase of 117.5

billion yen compared to the previous fiscal year.

Net income was 185.3 billion yen, an increaseof 94.4 billion yen compared to the previous fiscal year.

Tokio Marine & Nichido developed new markets through various activities such as theestablishment of new agents, and strengthened contact with customers through the promotion ofsales of Super Insurance and Super Business Insurance and the use of tablet PCs.

The accumulated number of applications for “Choinori” insurance (one day auto
insurance), a short-term policy concluded by mobile phone providing coverage for only anecessary number of days, exceeded 1 million in August 2014.

Regarding asset management, Tokio Marine & Nichido aimed to ensure stable earnings
and asset liquidity as part of its efforts to maintain a sound financial base through risk
management.

To improve capital efficiency, Tokio Marine & Nichido continued its sale ofequities held for business relationship-related reasons.

In March 2015, Tokio Marine & Nichido concluded and announced a “Tokyo 2020 Gold
Partner (Non-Life Insurance)” agreement, a top-ranking agreement in the “Tokyo 2020
Sponsorship Programme,” with The Tokyo Organising Committee of the Olympic and Paralympic
Games.

With respect to the operating results of Nisshin Fire & Marine Insurance Co., Ltd.
(“Nisshin Fire”) for the fiscal year ended March 31, 2015, net premiums written were 136.6 billion
yen, representing a decrease of 0.5 percent from the previous fiscal year.

This was due to the

sharp decrease in fire insurance premiums that offset the increase in auto insurance premiums.
Ordinary profit was 17.6 billion yen, an increase of 12.9 billion yen compared to the previous
fiscal year due to improved underwriting profits attributable mainly to lower incurred claims.
Net income was 12.5 billion yen, an increase of 9.2 billion yen compared to the previous fiscal
year.

Nisshin Fire has worked to improve the quality of its business with an aim to use theGroup’s strength to become the most familiar and trusted retail property and casualty insurancecompany.

Domestic Life Insurance Business

Tokio Marine & Nichido Life Insurance Co., Ltd. (“Tokio Marine & Nichido Life”)

18merged with Tokio Marine & Nichido Financial Life Insurance Co., Ltd. (“Tokio Marine &Nichido Financial Life”) in October 2014.

Tokio Marine & Nichido Life had 114.1 billion yen in

annualized premiums of newly signed life insurance, a year-on-year increase of 20.1 percent, due
to increases in premium in whole life insurance and personal pension insurance, efforts tostrengthen the integration of life insurance and property and casualty insurance, and other efforts.
The annualized premiums of life insurance-in-force were 764.4 billion yen, a year-on-yearincrease of 1.9 percent, with the effects of new policies concluded exceeding the impact from thecancellations of variable annuities insurance sold by Tokio Marine & Nichido Financial Life.
Ordinary profit was 20.6 billion yen, a decrease of 8.0 billion yen compared to the previous fiscal
year, mainly due to the effects of reversal of the provision for liability reserves for variableannuities insurance.

Net income was 28.8 billion yen, an increase of 7.6 billion yen compared tothe previous fiscal year, partly due to a decrease in income taxes caused by the merger with Tokio
Marine & Nichido Financial Life.

Tokio Marine & Nichido Life promotes “Life Insurance Revolution to Protect One’s
Living”, a product that indemnifies work disability, medical treatment, nursing care, etc.

Under asystem revision that was put into effect in May 2014, all of the procedures from insurance
proposal to application can be completed via tablet PCs, which resulted in enhanced conveniencefor customers.

Overseas Insurance Business

The Group actively developed its overseas insurance business with the aim of overseas
growth and risk diversification.

As a result, we had increases in premiums and profit in bothdeveloped countries and emerging economies.

The combined premium income for life insurance

and property and casualty insurance was 1,208.3 billion yen, a 26.2 percent increase compared tothe previous fiscal year, and ordinary profit was 128.7 billion yen, an increase of 5.4 billion yen
compared to the previous fiscal year.

PHLY, a U.S. property and casualty insurance group, had increases in new contracts andthe amount of premium for the renewed contracts.

As a result, PHLY’s amount of net premium

was 2.68 billion U.S. dollars (323.9 billion yen), an 8.6 percent increase compared to the previous
fiscal year.

Delphi, a U.S. insurance group, increased sales of employee benefit-related insurance,

and as a result, its combined premium income for life insurance and property and casualty
insurance was 1.78 billion U.S. dollars (214.9 billion yen), a 5.6 percent increase compared to theprevious fiscal year.

Tokio Marine Kiln Group Limited, a U.K. insurance group, maintained its

19

disciplined underwriting amid a downward trend in premium rates.

As a result, its net premiums

written during the fiscal year 2014 were 0.60 billion British pounds (113.7 billion yen), a decreaseof 13.1 percent compared to the previous fiscal year.

Tokio Millennium Re AG, a reinsurancecompany, recorded a 29.6 percent year-on-year increase in net premiums written to 1.00 billion
U.S. dollars (121.6 billion yen) for the fiscal year 2014, mainly due to expanding the underwriting
risks (excluding natural disasters).

In emerging markets, the Group steadily increased premium income from both life
insurance and property and casualty insurance in Asia, mainly in the Singapore and Malaysia
markets. In Brazil, net premium income was 2.72 billion BRL (123.5 billion yen), a 21.4 percent
increase compared to the previous fiscal year, due to an increase in premium income in auto
insurance.

Tokio Marine & Nichido decided to establish a representative office in South Africa andentered into a business relationship agreement with The Hollard Insurance Company Limited, amajor local property and casualty insurance company, to expand its customer support in
sub-Saharan Africa.
Financial and Other Business

The Group developed its financial services business steadily with a focus on thefee-based asset management business, which offers a stable revenue base.

Such fee-based

business includes the management of pension funds and the management of investment trusts by
Tokio Marine Asset Management Co., Ltd.

With respect to other general businesses, the Group continued to engage in temporary
staffing services, property management services and other business.

CSR

In March 2015, Tokio Marine & Nichido shared its knowledge as an insurance company
by presenting the result of the Company’s latest research on the risks of earthquake and tsunami, acollaborative study conducted with Tohoku University, at the UN World Conference on Disaster
Risk Reduction, a forum for discussion on strategies for international disaster prevention held in
Sendai.

Tokio Marine & Nichido has also taken part in volunteer programs to support

disaster-afflicted areas, including programs to support the revitalization of the coastal forest in20

Watari-cho, Miyagi Pref., and has continued its initiatives to protect the global environment
through mangrove planting activities, etc.

Issues Facing the GroupIn the fiscal year ending March 31, 2016, we expect the gradual improvement of theworld economy, led by the continuous improvement of the U.S. economy.

The Japanese economy is expected to remain on a steady recovery track centering on
personal consumption and capital investment, backed by the ongoing monetary easing policy of
the Bank of Japan.

In the domestic insurance market, the general trend towards recovery is

expected to contribute to market expansion, while sales of new automobiles are expected todecrease.

Under these circumstances, the Group as a whole started the “To Be a Good Company
2017” strategy for its new three-year medium-term business plan that commenced from the fiscal
year 2015.

The Group steadily improved profitability throughout the previous medium-termbusiness plan founded upon the Group’s current success in restoring profitability in the domestic
property and casualty insurance business and maintaining the growth of its domestic life insurance
and overseas insurance businesses.

Based on this success, our aim is to sustain profit growth andfurther enhance our well-balanced business portfolio in the new plan.

To achieve this, we will be

refining our business model, enhancing our adaptability to changes in the business environment,
pursuing opportunities for further growth by promoting disciplined business investment,
promoting the development of human resources and diversity, and improving our management
base.

The Group aims to further enhance Enterprise Risk Management (ERM) by promoting

investment in businesses with high capital efficiency and by promoting risk diversification on a
global scale.

Through these efforts, we intend to maintain financial soundness, a key strength of

the Group, while enhancing profit growth and capital efficiency in a sustainable manner.

In our core business of domestic property and casualty insurance, we will endeavor togive customers a better peace of mind by adopting more sophisticated forms of risk consulting,
improving our responsiveness in claims service and carrying out other measures.

We will also

promote our responsiveness to new risks by appropriately capturing the changes of the businessenvironment.

We intend to stably secure a combined ratio of less than 95 percent by enhancing

disciplined underwriting and effectively using our business expenses with an aim to sustain profit
growth.

21

In the domestic life insurance business, we will aim for profit growth while maintaining
soundness by strengthening our growth potential through various sales channels with a focus on
our property and casualty insurance agents, and by expanding our highly differentiated products
for guaranteed living benefit.

Further, we will encourage activities to strengthen the integrationof life insurance and property and casualty insurance and give customers a better peace of mind.

In the overseas insurance business, the Group will continue to promote a growth strategy
that is well-balanced between developed markets and emerging countries, direct insurance andreinsurance, property and casualty insurance and life insurance and so forth, and to aim for profit
expansion as a whole by reinforcing internal growth and implementing disciplined and strategic
M&As.

The Group sets a basic policy of paying dividends for shareholder returns and will seek
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 corporate group, seeking
growth characterized by high profitability, sustainability and soundness.

We plan on building up

a “Good Company” that is trusted widely by customers and the society.

The management would

like to express its sincere appreciation to all shareholders of Tokio Marine Holdings for theircontinued guidance and support.

Note 1:Throughout this Business Report (including the financial statements below), all amounts(including numbers of shares) are truncated and all ratios are rounded to one decimal place.

Note 2:

Numbers that appear as ordinary income and ordinary profit for each business segment are
before adjustments made to record ordinary income and ordinary profit in the consolidated
statement of income.

Note 3:The combined ratio is a measure of profitability for a property and casualty insurancecompany.

Specifically, it is the ratio of claims and operating expenses (numerator) topremiums (denominator).

The ratio is 100 percent when the balance of payments is inequilibrium.
Note 4:

The numbers for Tokio Marine & Nichido Life in the previous fiscal year presented forcomparison purposes include the numbers for Tokio Marine & Nichido Financial Life, whichmerged with Tokio Marine & Nichido Life in October 2014.

Note 5:The yen-denominated amounts of net premiums written in overseas insurance business are22

calculated at exchange rates in effect as of the end of December 2014.
Note 6:

The net premiums written of Tokio Marine Kiln Group Limited includes the net premiums
written of Tokio Marine Underwriting Limited, a company managed by a subsidiary of Tokio
Marine Kiln Group Limited.

23

(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 years ended March 31)
2012
2013
2014
2015
Ordinary income
3,415,984
3,857,769
4,166,130
4,327,982
Ordinary profit
160,324
207,457
274,386
358,182
Net income
6,001
129,578
184,114
247,438
Comprehensive income-10,558
548,251442,277
997,024
Net assets
1,857,465
2,363,183
2,739,114
3,609,655
Total assets
16,338,460
18,029,442
18,948,000
20,889,670
b. The Insurance Holding Company's summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal years ended March 31)
2012
2013
2014
2015
Operating income
83,95548,71819,442
149,751
Dividends received
77,872
42,798
13,106
143,701
Insurance subsidiaries
76,01741,898
11,600142,215
Other subsidiaries
1,854
900
1,506
1,486
Net income
62,11041,86012,384
141,734
Net income per share of common
80.98
54.57
16.14
185.57
share
yen
yen
yen
yen
Total assets
2,506,933
2,509,192
2,478,082
2,509,565
Share of insurance subsidiaries
2,412,091
2,421,006
2,374,845
2,383,545
Share of other subsidiaries
71,55875,081
81,71880,857(3) The Group's Principal Offices (As of March 31, 2015)
a. The Company
Location
Head Office2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Established as ofApril 2, 2002

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

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

Office nameLocation

Head Office
Hokkaido
Hokkaido
Branch and 6other branches
TohokuSendai Branch
and 9 otherbranches
Kanto
Tokyo Central
Branch and 31
other branches
Tokai andAichi South
Hokuriku
Branch and 25
other branches
Kansai
Osaka South
Branch and 24
other branches

2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan24

Established
as ofMarch 20,
1944

Chugoku
andShikoku
KyushuNisshin Fire

Hiroshima
Branch and 14
other branches
Fukuoka
Central Branchand 13 otherbranches
Head Office (Tokyo Head
Office), Saitama Head Office

Domestic life
insurance

Tokio Marine& Nichido
Life

Head Office

Overseas
insurance

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

Head OfficeFinancial andother

Head Office

Head Office

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.
London, U.K.

May 27,
1987

3-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan

December9, 1985

August 6,
1996

July 6,
1981

July 11,1994

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,
2014

As of March 31,
2015

20,051
2,315
9,500
1,444
33,31020,119
2,267
9,739
1,661
33,78625

Increase(decrease)
68
(48)
239
217
476

(5) The Group's Principal Lenders (As of March 31, 2015)
Business segment

Company nameDomestic property and
Tokio Marine & Nichido
casualty insurance

LenderBalance of loan

The Bank of TokyoMitsubishi UFJ, Ltd.

156,221 million yen(6) The Group's Financing Activities
None.
(7) The Group's Capital Investment Activities
a. Total investment in facilities
Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

Amount
7,574 million yen
332 million yen
7,883 million yen
185 million yen
15,976 million yen

Notes: 1. "Amount" is the aggregate amount of investment in facilities for the fiscal year ended March
31, 2015.
2. Yen amounts include certain capital expenditures in other currencies which were converted
into yen based on exchange rates as of the closing date of the fiscal year of the Company.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiaries (As of March 31, 2015)
a. Parent company
None.
b. Major subsidiaries and affiliates accounted for by the equity method
Ratio ofCompany nameLocation

Major business

Paid-in
Tokio
Date ofcapitalMarineNotes
incorporation (Yen in Holdings's
millions) voting
rightsTokio Marine & Nichido
Fire Insurance Co., Ltd.

Tokyo, Japan

Property andcasualty
insurance

Mar. 20, 1944

101,994

100.0%-

Nisshin Fire & Marine
Insurance Co., Ltd.

Tokyo, Japan

Property andcasualty
insurance

June 10, 1908

20,389100.0%-

E.design Insurance Co.,Ltd.

Tokyo, Japan

Property andcasualty
insurance

Jan. 26, 2009

24,803

90.5%

-

26

Tokio Marine & Nichido
Life Insurance Co., Ltd.

Tokyo, Japan

Life insurance

Aug. 6, 1996

55,000100.0%-

Tokio Marine Millea
SAST Insurance Co., Ltd.

Kanagawa,
Japan

Small-amountshort-term
insurance

Sep. 1, 2003

895

100.0%-

Tokio Marine North
America, Inc.

Wilmington,
Delaware,
U.S.A.

Holding company June 29, 20110

100.0%(100.0)-Holding company July 6, 1981
Philadelphia Consolidated Bala
Holding Corp.
Cynwyd,Pennsylvania,
U.S.A.

0

100.0%(100.0)-Philadelphia Indemnity
Insurance Company

Property andBalacasualty
Cynwyd,insurance
Pennsylvania,
U.S.A.

Feb. 4, 1927

540

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

Honolulu,
Hawaii,U.S.A.

Property andcasualty
insurance

Aug. 6, 1982

513

100.0%(100.0)-

Tokio Marine America
Insurance Company

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

Property andcasualty
insurance

Aug. 13, 1998

600

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

Wilmington,
Delaware,
U.S.A.

Holding company May 27, 19870

100.0%(100.0)-SIG Holdings, Inc.

Wilmington,
Delaware,
U.S.A.

Holding company Oct. 3, 19950

100.0%(100.0)-

Safety National Casualty
Corporation

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

Property andcasualty
insurance

Nov. 28, 1942

3,605

100.0%(100.0)-

Reliance Standard Life
Insurance Company

Chicago,Illinois,
U.S.A.

Life insurance

Apr. 2, 1907

6,729

100.0%(100.0)-

Reliance Standard Life
Insurance Company of
Texas

Houston,Texas,U.S.A.

Life insurance

Aug. 16, 198384

100.0%(100.0)-27

Tokio Marine Kiln Group
LimitedLondon, U.K. Holding company July 11, 1994

179

100.0%(100.0)-Kiln Underwriting Limited London, U.K. Property andcasualty
insurance

June 13, 19940

100.0%(100.0)-

Tokio Millennium Re(UK) Limited

London, U.K. Property andcasualty
insurance

Oct. 30, 1990

22,258100.0%(100.0)-

Tokio Marine
Underwriting Limited

London, U.K. Property andcasualty
insurance

Oct. 27, 20080

100.0%(100.0)-

Tokio Millennium Re AG

Zurich,Switzerland

Property andcasualty
insurance

Mar. 15, 2000

28,331100.0%(100.0)-

Tokio Marine Bluebell Re
LimitedDouglas,Isle of Man

Life insurance

Mar. 8, 2007

14,000100.0%-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company Mar. 12, 1992

53,277100.0%-

Asia General Holdings
LimitedSingapore,
Singapore

Holding company Feb. 24, 1971

6,551

92.4%
(92.4)-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

Property andcasualty
insurance

July 11, 1923

8,735

100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

3,144

85.7%
(85.7)-

Tokio Marine Insurans(Malaysia) Berhad

Kuala
Lumpur,Malaysia

Property andcasualty
insurance

Apr. 28, 1999

13,091100.0%(100.0)-

Tokio Marine Life
Insurance Malaysia Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

7,333

100.0%(100.0)-

Edelweiss Tokio Life
Insurance Company
LimitedMumbai,
India

Life insurance

Nov. 25, 2009

3,466

26.0%
(26.0)-

Tokio Marine Seguradora
S.A.

Sao Paulo,
BrazilProperty andcasualty
insurance

June 23, 1937

18,976

97.7%(97.7)-

28

Tokio Marine AssetManagement Co., Ltd .

Tokyo, Japan

Investment
Dec. 9, 1985
2,000 100.0%
management and(100.0)Investment trusts
Notes: 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.

-

2. Tokio Marine & Nichido Financial Life Insurance Co., Ltd. is excluded from the tablebecause it was absorbed due to the merger with Tokio Marine & Nichido Life Insurance Co.,
Ltd. as of October 1, 2014.
3. Tokio Marine Asset Management Co., Ltd. is included in the table due to an increase in its
importance.
4. Tokio Marine Financial Solutions Ltd. is excluded from the table due to a decrease in its
importance.
5. The yen amounts of paid-in capital of subsidiaries and affiliates located outside Japan havebeen translated at the currency exchange rate as of the closing date of the fiscal year of theCompany.
6. Figures in brackets shown under Tokio Marine Holdings's voting rights reflect Tokio Marine
Holdings's indirectly held ownership ratio in the respective subsidiary.

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

2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2015)
Name
Shuzo Sumi

Position and assigned
Other major occupations and other matters
dutiesRepresentative Director
Representative Director and Chairman of the Board
and 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)

Tsuyoshi Nagano

Representative Director
and President

Masashi Oba

Representative Director
and Senior Managing
Director

Representative Director and President of Tokio
Marine & Nichido-

Chief Financial Officer(CFO); in charge ofCorporate Planning Dept.,
Human Resources Dept.
and IT Planning Dept.

29

Kunihiko Fujii

Managing Director

Managing Director of Tokio Marine & Nichido

In charge of International
Business Development
Dept. (management ofEuropean regions,reinsurance operations andinternational businessstrategies)

Hirokazu Fujita

Managing Director

Managing Director of Tokio Marine & Nichido

In charge of Financial
Planning Dept. andCorporate Accounting
Dept.
Takashi Ito

Managing Director

Managing Director of Tokio Marine & Nichido

Chief Risk Officer (CRO);in charge of Risk
Management Dept., Legal
Dept., Internal Control
Dept. and Internal Audit
Dept.
Kunio Ito

Director(outside director)

Professor, Graduate School of Commerce andManagement, Hitotsubashi University
Director of Mitsubishi Corporation (outside director)
Director of Toray Industries, Inc. (outside director)
Director of Sumitomo Chemical Company, Limited(outside director)
Director of Seven & i Holdings Co., Ltd.
(outside director)
Director of Akebono Brake Industry Co., Ltd.
(outside director)
Director of Kobayashi Pharmaceutical Co., Ltd.
(outside director)

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 Commerce andIndustry
Chairman of The Tokyo Chamber of Commerce andIndustry

Mikio Sasaki

Director(outside director)

Senior Corporate Advisor of Mitsubishi Corporation
Director of Mitsubishi Motors Corporation(outside director)
Director of Mitsubishi Electric Corporation30

(outside director)
Director of Mitsubishi Research Institute, Inc.
(outside director)
Shinichi Hirose

Director

Representative Director and President of Tokio
Marine & Nichido Life

Takaaki Tamai

Audit & Supervisory
Board Member (Full-time)-

Toshiki Ohashi

Audit & Supervisory
Board Member (Full-time)-

Yuko Kawamoto

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

Akinari Horii

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

Akihiro Wani

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

Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside
directors and outside company auditors defined by Article 2, paragraph 3, item 5 of the
Enforcement Regulations of the Companies Act of Japan.
2. Mr. Takaaki Tamai, as a director of Tokio Marine Holdings and Tokio Marine & Nichido,
was in charge of accounting department and has expertise in finance and accounting.
3. Mr. Toshiki Ohashi, as a director of Tokio Marine & Nichido Life, was in charge ofaccounting department and has expertise in finance and accounting.
4. Dr. Kunio Ito, Mr. Akio Mimura, Mr. Mikio Sasaki, Ms. Yuko Kawamoto, Mr. Akinari Horii
and Mr. Akihiro Wani are “independent directors/auditors” as specified by the Tokyo Stock
Exchange, Inc.

(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 other compensation
12 persons

Remuneration and other compensation
335 million yen

7 persons

101 million yen

19 persons

437 million yen

31Notes: 1. “Number of persons to receive remuneration and other compensation” includes two directors
and two audit & supervisory board members who resigned from office at the close of the
12th ordinary general meeting of shareholders held on June 23, 2014.
2. “Remuneration and other compensation” includes the amounts paid to the directors and audit& supervisory board members referred to in Note 1 above.
3. Remuneration in connection with share acquisition rights granted to directors is 54 million
yen.
4. Maximum amount of remuneration as determined by the resolution of the general meeting ofshareholders is described below.
Maximum amount of remuneration as determined by the resolution of the general
meeting of shareholders

Directors

Monthly remuneration: 25 million yen per month
Remuneration in connection with share acquisition rights: 70 million yen per year

Audit &
Supervisory
Board
Members
Total

Monthly remuneration: 12 million yen per month

Monthly remuneration: 37 million yen per month
Remuneration in connection with share acquisition rights: 70 million yen per year

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Assignments (As of March 31, 2015)
Other occupations of outside directors and outside audit & supervisory board members are as
described above in “2. Matters Concerning Directors and Audit & Supervisory Board
Members (1) Directors and Audit & Supervisory Board Members (As of March 31, 2015).”
From among the entities where outside directors and outside audit & supervisory board
members have other occupations, insurance subsidiaries of the Company conduct considerable
amounts of insurance-related transactions with Mitsubishi Corporation, Nippon Steel &Sumitomo Metal Corporation, Nisshin Seifun Group Inc., Mitsubishi Motors Corporation and
Mitsubishi Electric Corporation.
(2) Principal Activities
Current term
Name
in officeKunio Ito(outside director)

Akio Mimura(outside director)

Attendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

5 years and 9monthsAttended 11 of the 12 boardof directors' meetings (9 of
10 ordinary board of
directors' meetings) held
during the fiscal year ended
March 31, 2015.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa specialist in businessadministration which has beenacquired through many years of
involvement in academic activities.

4 years and 9monthsAttended 8 of the 12 boardof directors' meetings (8 of
10 ordinary board of

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks on

32

Mikio Sasaki(outside director)

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

directors' meetings) held
during the fiscal year ended
March 31, 2015.

a timely basis, based on his insight asa company manager which has beenacquired through many years ofexperience in a management role.

3 years and 9 Attended 11 of the 12 board
monthsof directors' meetings (9 of
10 ordinary board of
directors' meetings) held
during the fiscal year ended
March 31, 2015.

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

8 years and 9monthsAttended 9 of the 12 boardof directors' meetings (8 of
10 ordinary board of
directors' meetings) and 9of the 11 audit &supervisory board meetings
held during the fiscal year
ended March 31, 2015.

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

3 years and 9monthsAttended all 12 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
the fiscal year ended March
31, 2015.

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

9 months

After assuming theposition, attended all 8
board of directors' meetings
and all 9 audit &supervisory board meetings
held during the fiscal year
ended March 31, 2015.

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

(outside audit &supervisory board
member)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.
2. Current term in office is the length of the term held as of March 31, 2015.
3. 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.
4. Of the 12 board of directors ' meetings held during the fiscal year ended March 31, 2015, 10
were ordinary meetings, 2 were extraordinary meetings. All of the 11 audit & supervisoryboard meetings held during the fiscal year ended March 31, 2015 were ordinary meetings.

(3) Limitation of Liability
Name

Outline of the contract to limit liability

33

Kunio Ito (outside director)
Akio Mimura (outside director)
Mikio Sasaki (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
limitation of 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.

Note: 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.

(4) Remuneration and Other Compensation

Total amount of
remuneration andothercompensation

Number of persons toreceive remunerationand other compensation

Remuneration received
from the insurance
holding company

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

7 persons

60 million yen-

Notes: 1. “Number of persons to receive remuneration and other compensation” includes one outside
audit & supervisory board member who resigned from office at the close of the 12th ordinary
general meeting of shareholders held on June 23, 2014.
2. “Remuneration received from the insurance holding company” includes the amounts paid to
one outside audit & supervisory board member referred to in Note 1 above.
3. Of the "Remuneration received from the insurance holding company," remuneration inconnection with share acquisition rights was 5 million yen.
4. The breakdown of the remuneration is as follows.
- Outside directors: 3 persons, 30 million yen- Outside audit & supervisory board members: 4 persons, 29 million yen(5) Comments of Outside Directors and Outside Audit & Supervisory Board Members
None.

4. Matters Concerning Common Share(1) Number of Shares (As of March 31, 2015)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 757,524 thousand shares (including 2,925 thousand
treasury shares)(2) Total Number of Shareholders (As of March 31, 2015)
80,117(3) Major shareholders (As of March 31, 2015)
Capital contribution
to the Company

Shareholders

34

Number ofshares held

Ratio ofshares held

thousand shares%

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

38,903

5.2

Japan Trustee Services Bank, Ltd. (Trust Account)

33,0094.4State Street Bank and Trust Company 505001

17,946

2.4

Meiji Yasuda Life Insurance Company

15,7792.1

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

15,695

2.1

The Bank of New York Mellon SA / NV 10

14,640

1.9

JP Morgan Chase Bank 385632

12,229

1.6State Street Bank and Trust Company 505225

11,147

1.5

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

10,832

1.4

Tokai Nichido Employee Stock Ownership Plan

10,536

1.4

Notes: 1. The 10,832 thousand shares held by The Master Trust Bank of Japan, Ltd. Retirement Benefits Trust
Account for Mitsubishi Corporation are an asset entrusted by Mitsubishi Corporation for its
retirement benefits trust.
2. The ratio of shares held is calculated after deducting 2,925 thousand treasury shares held by theCompany.

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

35.2%
1.3%
7.9%
43.3%
12.4%

(The number of outstanding shares as of March 31, 2015: 757,524 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, 2015:

Number ofshareacquisitionrights (as ofMarch 31,2015)

Class andnumber ofsharesunderlying
shareacquisitionrights (as ofMarch 31,2015)

Amountpayable atissuance

35

Amount to be
paid upon
exercise ofshareacquisitionrightsExerciseperiodJuly 2005
12
6,000
Share
commonAcquisition
sharesRightsJuly 2006
11
5,500
2,013,506 yen
SharecommonAcquisition
sharesRightsJuly 2007
83
8,300
491,700 yen
SharecommonAcquisition
sharesRightsAugust 2008
166
16,600353,300 yen
SharecommonAcquisition
sharesRightsJuly 2009
520
52,000237,600 yen
Sharecommon30 years fromAcquisition
sharesthe allotment
Rights1 yen perof the share
July 2010
838
83,800234,400 yen
share
acquisition
SharecommonAcquisition
sharesrightsRightsJuly 2011
1,147
114,700
219,500 yen
SharecommonAcquisition
sharesRightsJuly 2012
1,644
164,400
181,900 yen
SharecommonAcquisition
sharesRightsJuly 2013
1,727
172,700
332,600 yen
SharecommonAcquisition
sharesRightsJuly 2014
1,881
188,100
310,800 yen
SharecommonAcquisition
sharesRights
Notes: 1. All share acquisition rights are issued by the Company pursuant to a stock-linked
compensation plan.
2. The July 2005 Share Acquisition Rights were issued with especially favorable terms todirectors, audit & supervisory board members, and executive officers , pursuant to Articles
280-20 and 280-21 of the former Commercial Code.
3. Share acquisition rights issued from July 2006 through July 2014 were allotted to directors,
audit & supervisory board members, and executive officers to settle their cash
remuneration claims against their respective companies, pursuant to Article 238, paragraphs
1 and 2 and Article 240 of the Companies Act of Japan.
4. Share acquisition rights held by any of directors, audit & supervisory board members, andexecutive officers that he/she received in his/her capacity as a director, audit &supervisory board member, or executive officer of the relevant entity may only be
exercised after he/she has resigned from any position as a director, audit & supervisoryboard member, or executive officer of such entity.

(1) Share Acquisition Rights held by Directors and Audit & Supervisory Board Membersof the Insurance Holding Company as of the End of the Fiscal Year36

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
Rights45

4,500
commonshares1 person33

1 person6

1 person

6

July 2010
Share
Acquisition
Rights62

6,200
commonshares2 persons41

2 persons

14

1 person

7

July 2011
Share
Acquisition
Rights123

12,300commonshares3 persons76

3 persons21

1 person

26

July 2012
Share
Acquisition
Rights205

20,500commonshares4 persons117

3 persons27

1 person

61

July 2013
Share
Acquisition
Rights194

19,400commonshares5 persons131

3 persons21

1 person

42

July 2014
Share
Acquisition
Rights165

16,500commonshares7 persons147

3 persons

18

-

-

Note: Directors and audit & supervisory board members of the Company who were also executive officers of
the Company or directors or executive officers of the Company's major subsidiaries at the time of theissuance of the share acquisition rights have been allotted share acquisition rights in their capacity as
directors or executive officers of these companies. The number of such share acquisition rights held bydirectors and audit & supervisory board members of the Company as of March 31, 2015 is as follows.
The July 2005 Share Acquisition Rights: 12
The July 2006 Share Acquisition Rights: 8
The July 2007 Share Acquisition Rights: 45
The August 2008 Share Acquisition Rights: 51
The July 2009 Share Acquisition Rights: 144
The July 2010 Share Acquisition Rights: 180
The July 2011 Share Acquisition Rights: 179
The July 2012 Share Acquisition Rights: 213
The July 2013 Share Acquisition Rights: 178
The July 2014 Share Acquisition Rights: 13437

(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
acquisitionrights6 persons

Number ofshareacquisitionrightsNumber of
persons
allotted shareacquisitionrightsNumber ofshareacquisitionrightsJuly 2014
1,639
163,900192
57 persons
1,447
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 theCompany.

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

Remuneration for the fiscal year ended
March 31, 2015

Other matters

115 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 Partners:
Takashi Sasaki
Susumu Arakawa
Takashi Idesawa

Notes: 1.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.
2. The total amount of cash and other financial benefits payable to the independent auditor by
the Company and its subsidiaries is 876 million yen.

(2) Limitation of Liability
None.
(3) Other matters Concerning the Independent Auditor
a. Policy regarding dismissals or decisions not to reappoint an independent auditor
The Company has adopted a policy regarding decisions on dismissing or not reappointing an
independent auditor as described below.
The Audit & Supervisory Board shall dismiss an independent auditor if the independent
auditor is deemed to fall under any of the items of Article 340, paragraph 1 of the Companies

38

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 thequalification of 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 the general 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.

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) Establishment and implementation of the internal control system
The Company’s “Basic Policies for Internal Control” guide the development of the groupcompanies’ business administration, compliance, risk management, internal audit and othersystems which comprise Tokio Marine Group’s internal controls. Through these initiatives,
the Company aims to ensure appropriate operations and improve corporate value. The
Company also monitors the establishment and implementation of internal controls on anannual basis, and the Board of Directors verifies these results based on the findings of theInternal Control Committee. Through this process, the Company continues to improve andstrengthen our internal control systems.
(2) Basic Policies for Internal Control
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.
(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 and39

Others 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 organized
and uncompromising manner by severing relationships with them and refusing unfair
demands.
(5) The Company shall establish an internal audit department separate and independent ofother departments, establish the Group's basic policies for internal audits of the Group and40

implement 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'
dutiesThe Company shall establish rules for the preservation of documents and other materials.
The minutes of important meetings and documents containing material information
regarding the execution of duties by the directors and the executive officers shall bepreserved and managed appropriately in accordance with such rules.

41

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 theminutes of important meetings and other important documents relating to decisions
approved by directors and executive officers.
(3) Directors and employees shall, at any time upon the request of the Audit & Supervisory
Board Members, explain matters concerning the execution of their duties.
(4) The Internal Audit Department shall strengthen its coordination with the Audit &42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.
(Note) Board of directors' meetings held on February 13, 2015 resolved to amend the Company's
basic policies for internal controls effective on April 1, 2015, as stated above.

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

10. Other Matters
None.

43

Consolidated Balance Sheet as of March 31, 2015
(Yen in millions)
As of March 31, 2015
AssetsCash and bank deposits

536,657

Call loans

402,586

Receivables under resale agreements
Receivables under securities borrowing transactions
Monetary receivables bought
Money trusts
Securities
Loans
Tangible fixed assets
Land
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 acceptancesand guarantees

64,97924,841
1,372,372
2,433
15,511,017
695,028
282,766
131,704
124,450
720
25,892408,915
21,805
225,894
161,215
1,529,803
408
56,56828,295(27,005)
20,889,670

Allowance for doubtful accounts
Total assets
Liabilities
Insurance liabilities
Outstanding claims
Underwriting reserves
Corporate bonds
Other liabilities
Payables under securities lending transactions
Other liabilities
Net defined benefit liabilities
Provision for retirement benefits for directors
Provision for employees' bonus
Reserve under special laws

14,328,660
2,204,030
12,124,629
107,077
1,969,679
825,845
1,143,833
239,838
18
51,61582,94582,945

Price fluctuation reserve391,82880,05628,295
17,280,014

Deferred tax liabilities
Negative goodwill
Acceptances and guarantees
Total liabilities
Net assets
Shareholders' equity

150,000
1,357,846(11,038)
1,496,808

Share capital
Retained earnings
Treasury shares
Total shareholders' equity
Accumulated other comprehensive income
Unrealized gains on securities, net of taxes

1,846,908

Deferred gains (losses) on hedge transactions

19,183
237,201(21,397)
2,081,895

Foreign currency translation adjustments
Remeasurements of defined benefit plans
Total accumulated other comprehensive income

2,037
28,9153,609,655
20,889,670

Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

44

Consolidated Statement of Income for the fiscal year ended March 31, 2015
(Yen in millions)Year ended March 31, 2015
(April 1, 2014 to March 31, 2015)

4,327,982

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

3,522,420
3,127,638
113,965
52,438220,436
7,940
717,527
364,627
48
8,392
114,727
1,756
265,636
14,777(52,438)
88,034
10,229Amortization of negative goodwill
Equity in earnings of affiliates
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
Amortization of deferred assets under Article 113of the Insurance Business Act

304
77,5003,969,800
3,231,056
1,648,435
122,863644,620
221,990289
320,175
85,043
182,990
4,647
55,5902,506
11,7884,564
812
28,532
7,385
668,023
15,129
6,601
1,607
712
3,826
2,381
358,182

Other ordinary expenses
Ordinary profit

45

(Yen in millions)Year ended March 31, 2015
(April 1, 2014 to March 31, 2015)
Extraordinary gains
Gains on disposal of fixed assets
Gains on changes in equity of subsidiaries and affiliates
Other extraordinary gains
Extraordinary losses
Losses on disposal of fixed assets
Impairment losses on fixed assets
Provision for reserves under special laws
Provision for price fluctuation reserve
Other extraordinary losses
Income before income taxes and non-controlling interests
Income taxes - current
Income taxes - deferred
Total income taxes
Income before non-controlling interests
Non-controlling interests
Net income

46

1,817
1,782
0
34
22,0081,500
14,147
4,181
4,181
2,178
337,991
65,22923,414
88,643249,347
1,909
247,438

Consolidated Statement of Changes in Shareholders' Equity for the fiscal year ended March 31, 2015
(Yen in millions)Shareholders' equity
Retainedearnings

Share capital
Beginning balance as of April 1, 2014

150,000

1,231,034

Cumulative effects of changes inaccounting policies
Restated balance

TreasurysharesTotal shareholders'equity(6,716)

1,374,318(12,268)
150,000

1,218,765(12,268)(6,716)

1,362,049

Changes during the year
Dividends(61,383)(61,383)

Net income

247,438

247,438(50,113)(50,113)

(56)

515

458

(45,276)

45,276

Purchase of treasury shares
Disposal of treasury shares
Cancellation of treasury shares-

Changes inthe scope of consolidation

(916)

(916)

Others

(724)

(724)

Net changes in items otherthan shareholders' equity
Total changes during the year
Ending balance as of March 31, 2015

150,000

139,080(4,321)

134,759

1,357,846(11,038)

1,496,808

Accumulated other comprehensive income
Unrealized Deferred gains(losses) on
gains
hedge
on securities,
transactions
net of taxes
Beginning balance as of April 1, 2014

1,239,658

18,222Foreigncurrencytranslation
adjustments

Remeasurementsof defined benefit
plans

106,510(25,946)

Share
acquisitionrights

Noncontrollinginterests

Total net assets

1,891

24,4592,739,114(5)(12,274)

24,453

2,726,839

Cumulative effects of changes inaccounting policies
Restated balance

1,239,658

18,222

106,510(25,946)

1,891

Changes during the year
Dividends(61,383)

Net income

247,438

Purchase of treasury shares(50,113)

Disposal of treasury shares

458-

Cancellation of treasury shares
Changes inthe scope of consolidation(916)

Others(724)

Net changes in items otherthan shareholders' equity

607,249961

130,690

4,548

145

4,461

748,057

Total changes during the year

607,249961

130,690

4,548

145

4,461

882,816

1,846,908

19,183

237,201(21,397)

2,037

28,9153,609,655

Ending balance as of March 31, 2015

(Note) “Others” consisted mainly of reclassification adjustments of deferred tax in accordance with accounting standards adopted by foreign consolidated subsidiaries.

47

Notes to Consolidated Financial Statements

Significant matters related to consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 85 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.
SIG Holdings, Inc.
Safety National Casualty Corporation
Reliance Standard Life Insurance Company
Reliance Standard Life Insurance Company of Texas
Tokio Marine Kiln Group Limited
Kiln Underwriting Limited
Tokio Millennium Re (UK) Limited
Tokio Marine Underwriting Limited
Tokio Millennium Re AG
Tokio Marine Bluebell Re Limited
Tokio Marine Asia Pte. Ltd.
Asia General Holdings Limited
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 the fiscal year ended March 31, 2015, Tokio Marine Kiln Syndicates Limited andone other company are included in the consolidation because they are newly established entities
and became subsidiaries of the Company. Tokio Marine Kiln Syndicates Limited was renamed R
J Kiln & Co (No.4) Limited as of November 10, 2014.
Because Tokio Marine & Nichido Financial Life Insurance Co., Ltd. ceased to exist due to its
merger with Tokio Marine & Nichido Life Insurance Co., Ltd. as of October 1, 2014, and Tokio
Marine Financial Solutions Ltd. and one other company began liquidation proceedings and havebecome less important to be considered for the fiscal year ended March 31, 2015, they were
excluded from the consolidation from the fiscal year ended March 31, 2015.

48

(2) Names of major non-consolidated subsidiaries
Major subsidiaries:
Tokio Marine & Nichido Adjusting Service Co., Ltd.
Tokio Marine Capital Co., Ltd.
Reason the subsidiaries were excluded from the consolidation:
Each of these non-consolidated subsidiaries is small in scale in terms of total assets, sales, net
income or loss for the period and retained earnings. As such non-consolidated subsidiaries are
not considered to materially affect any reasonable determination as to the Group’s financial
condition and results of operations and are excluded from the consolidation.
2. Application of the equity method(1) Number of affiliates accounted for by the equity method: 11 companies
Names of major affiliates accounted for by the equity method:
Edelweiss Tokio Life Insurance Company Limited(2) The non-consolidated subsidiaries (Tokio Marine & Nichido Adjusting Service Co., Ltd., Tokio
Marine Capital Co., Ltd., etc.) and other affiliates (IFFCO-TOKIO General Insurance Co., Ltd.,etc.) have not been accounted for by the equity method because these companies have had a minor
effect on the Company’s consolidated net income or loss for the period and retained earnings andare not considered material as a whole.
(3) The Company owns 30.1% of the total voting rights of Japan Earthquake Reinsurance Co., Ltd.
through Tokio Marine & Nichido and Nisshin Fire. The Company does not consider Japan
Earthquake Reinsurance Co., Ltd. to be its affiliate since it believes that it can not exert asignificant influence on any policy making decisions of Japan Earthquake Reinsurance Co., Ltd.’s
operations given the highly public nature of the company.
(4) With regard to any company accounted for by the equity method that has a different closing datefrom that of the consolidated financial statements, the financial statements of that company for its
fiscal year are used for presentation in the consolidated financial results.
3. Closing date of consolidated subsidiaries
The closing date of the fiscal year for one of the domestic consolidated subsidiaries and 75 overseas
consolidated subsidiaries is December 31. Since the differences in the closing dates do not exceed
three months, the financial statements of the consolidated subsidiaries as of December 31 are used forpresentation in the accompanying consolidated financial statements. As for any significant
transactions taking place during the period between the subsidiaries’ closing dates and the consolidated
closing date, necessary adjustments are made for consolidation purposes.
4. Accounting policies(1) Valuation of securities
a. Trading securities are valued by the mark-to-market method, with the costs of their sales being
calculated on the moving-average method.
b. Bonds held to maturity are recorded by using the amortized cost method (straight-line method)
based on the moving-average method.

49

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", "underwriting reserve for lump sum deposit-type whole-life insurance withfloating interest rates" and "underwriting reserve for lump sum deposit-type individual annuity
insurance". Tokio Marine & Nichido Life maintains the policy to match the duration ofunderwriting reserves of each subgroup and bonds earmarked for the underwriting reserve withincertain 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 withcosts 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. Investment in non-consolidated subsidiaries and affiliates that are not accounted for by 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
Depreciation of tangible fixed assets owned by the Company and its domestic consolidated
subsidiaries is computed using the declining balance method. However, depreciation of buildings(excluding fixtures attached to such buildings, etc.) that were acquired on or after April 1, 1998 iscomputed using the straight-line method.
(4) Depreciation method for intangible fixed assets
Depreciation of intangible fixed assets procured through acquisitions of overseas subsidiaries is50

recorded over the period of time for which the Company expects such subsidiaries contribute to theCompany, and in accordance with the form of such contribution.
(5) Accounting policies for significant reserves and allowancesa. Allowance for doubtful accounts
In order to provide for losses from defaults, domestic consolidated subsidiaries of the Company
establish allowance for doubtful accounts in accordance with internal asset self-assessment and asset
write-off rules as detailed below.
For claims against any debtor who has legally, technically, or substantially become insolvent (due tobankruptcy, special liquidation or suspension of transactions at draft clearinghouses, etc.), allowance iscalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral or performance of applicable guarantees.
For claims against any debtor who is likely to become insolvent in the foreseeable future, allowance iscalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral, performance of applicable guarantees or the relevant debtor himself, taking into
consideration the overall solvency assessment of the relevant debtor.
For claims other than those described above, allowance is provided based on the amount of claims
multiplied by the expected default rate, which is computed based on historical loan loss experience in
certain previous periods.
In addition, all claims are assessed by the asset accounting department and the asset management
department in accordance with the internal rules of asset self-assessment. Subsequently, the asset
auditing department, which is independent from other asset-related departments, audits the results ofassessment by the other asset-related departments. Allowance for doubtful accounts is recorded
based on such assessment results and audits stated above.
b. Retirement benefit obligations for directors
Some domestic consolidated subsidiaries set aside a reserve for retirement benefits for their directors
in the amount considered to be accrued as of the end of the fiscal year ended March 31, 2015, which is
calculated in accordance with their internal remuneration regulations.
c. Provision for employees’ bonus
To provide for payment of bonuses to employees, the Company and its major consolidated domestic
subsidiaries maintain reserves for employees' bonuses based on the expected amount to be paid.
d. Price fluctuation reserve
Domestic consolidated insurance subsidiaries maintain reserves under Article 115 of the Insurance
Business Act in order to provide for possible losses or damages arising from fluctuation of shareprices.
(6) Accounting for retirement benefit
a. Attribution method for projected retirement benefit obligations
In calculating retirement benefit obligations, attribution to the period ended March 31, 2015 is based
mainly on benefit formula criteria.

51

b. Method to charge actuarial differences and prior service costs
Actuarial differences are charged to expenses in the subsequent fiscal year in amounts obtained byproportional calculation using the straight-line method over a certain term (5-13 years) within the
average remaining years of service of the employees at the time when the differences were incurredfor each fiscal year.
Prior service costs are charged to expenses in each subsequent fiscal year using the straight-line
method over a certain term (7-13 years) within the average remaining years of service of theemployees at the time when such costs were incurred.
(Changes in accounting policies)
Effective from the fiscal year ended March 31, 2015, the Company has been applying the provisions
set forth in Clause 35 of the Accounting Standard for Retirement Benefits (ASBJ Statement No.26,
May 17, 2012; hereinafter the "Accounting Standard for Retirement Benefits") and the provisions set
forth in Clause 67 of the Guidance on Accounting Standard for Retirement Benefits (ASBJ Guidance
No.25, May 17, 2012; hereinafter the "Guidance on Retirement Benefits"), and has accordingly
revised the calculation method for retirement benefit obligations and service costs. The attribution
method for projected retirement benefit obligations, which had been based mainly on point criteria,
has been changed to benefit formula criteria. The Company changed its method for calculating thediscount rate from a method using the discount rate based mainly on the average remaining service
years of the employees to a method using a single weighted average discount rate, which reflects theestimated payment period for retirement benefits and the amount thereof for each estimated payment
period.
The application of the Accounting Standard for Retirement Benefits and the Guidance on Retirement
Benefits is subject to the transitional accounting treatment set forth in Clause 37 of the AccountingStandard for Retirement Benefits. Accordingly, the effect of the changes in the calculation method
for retirement benefit obligations and service costs is reflected in retained earnings at the beginning of
the fiscal year ended March 31, 2015.
As a result, net defined benefit asset decreased by 153 million yen, net defined benefit liabilities
increased by 17,562 million yen and retained earnings decreased by 12,268 million yen at the
beginning of the fiscal year ended March 31, 2015. Both ordinary profit and income before income
taxes and non-controlling interests for the fiscal year ended March 31, 2015 increased by 1,250
million yen.
(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.

52

(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, 2015 were 11,203 million yen andthe amount accounted for in the consolidated financial statements for the fiscal year ended March 31,
2015 was 3,653 million yen.
b. Foreign exchangeWith regard to some of Tokio Marine & Nichido’s currency swap transactions and currency forward
transactions, which have been entered into for the purpose of hedging foreign exchange risk associatedwith assets denominated in foreign currencies, (a) fair value hedge accounting and/or (b) matchingtreatment are applied. The hedge effectiveness is not evaluated for hedging treatments that are
believed to have high hedge effectiveness, such as in cases where hedging tools and hedged
instruments share the same important characteristics.
Tokio Marine & Nichido applies deferred hedge accounting to foreign currency loans which hedge
foreign exchange risk associated with equity in overseas subsidiaries. Hedge effectiveness isevaluated based on a comparison of the aggregate market fluctuation of the hedged instruments andhedging tools during the period from when the hedge was entered and ending at the time of theevaluation.
(10) Matters concerning amortization of goodwill and negative 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., Tokio Marine
Kiln Group Limited, and Delphi Financial Group, Inc. is amortized over 20 years, 10 years, and 5 years,
respectively, using the straight-line method. Other goodwill is amortized over 5 to 15 years using thestraight-line method. Other goodwill in small amounts are amortized at one time.

53

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(Effects of changes in the corporate income tax rate)
Following the promulgation of the “Act for Partial Amendment of the Income Tax Act, etc.” (Act No.
9, 2015) on March 31, 2015, the corporate income tax rate will be reduced effective from the fiscal
year beginning on and after April 1, 2015.
As a result of this change, deferred tax liabilities (net of deferred tax assets) decreased by 15,566
million yen and unrealized gains on securities increased by 49,135 million yen. Also, income before
income taxes and non-controlling interests increased by 2,296 million yen and net income decreasedby 30,119 million yen.
Statutory effective tax rates applied to the Company and Tokio Marine & Nichido for calculation ofdeferred tax assets and deferred tax liabilities regarding temporary differences to be resolved in thefiscal year beginning on and after April 1, 2015 are as follows:a. Tax rates applied to the Company- Before the change: 35.6%- Fiscal year beginning on April 1, 2015: 33.1%- Fiscal years beginning on and after April 1, 2016: 32.3%
b. Tax rates applied to Tokio Marine & Nichido- Before the change: 30.7%- Fiscal years beginning on and after April 1, 2015: 28.7%

Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 351,466 million yen, and deferred capital gain
for tax purpose is 19,383 million yen.
2. Total investment in non-consolidated subsidiaries and affiliates is 101,910 million yen.
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 12,324 million yen. The breakdown is set forth
below.
(1) The amount of loans to borrowers in bankruptcy is 393 million yen.
Loans that are past due for a certain period, or for other reasons, are generally placed on non-accrual
status when substantial doubt is considered to exist as to the ultimate collectibility either of principal

54

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 3,179 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 nil.
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. Loansclassified as loans to borrowers in bankruptcy and past due loans are excluded from this category.
(4) The amount of restructured loans is 8,751 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 41,321 million yen in savings deposits, 46,004
million yen in monetary receivables bought, 392,637 million yen in securities, 21 million yen in landand 455 million yen in buildings. Collateralized debt obligations are held to the value of 117,444
million yen in outstanding claims, 126,524 million yen in underwriting reserve, 3,013 million yen incorporate bonds and 88,920 million yen in other debts (including foreign reinsurance related debts,etc.).
5. The amount of non-recourse debt of the consolidated special-purpose company is 3,013 million yen
in corporate bonds. The assets corresponding to the non-recourse debt are 3,013 million yen insecurities.
6. Of the commercial paper, etc. received in connection with repurchase agreements and others, thosewith the right to dispose by sale or rehypothecation have a fair value of 111,467 million yen and arewholly held by the Company.
7. Securities include securities lent under loan agreements of 1,085,083 million yen.
8. The outstanding balance of undrawn committed loans is as follows.
(Yen in millions)
138,486
57,222
81,263

Total loan commitments
Balance of drawn committed loans
Undrawn loan commitments

9. The amount of both assets and liabilities for special account as prescribed in Article 118 of the55

Insurance Business Act totals 1,570,790 million yen.
10. Tokio Marine & Nichido guarantees the liabilities of some of its subsidiaries. The balance of theguarantee to its subsidiaries as of March 31, 2015 is as follows:

Tokio Marine Compaňía de Seguros, S.A. de C.V.
Tokio Marine Pacific Insurance Limited
Tokio Marine Global Re Limited
Total(Yen in millions)
4,508
3,496
314
8,319

11. Other assets include 15,307 million yen of deferred assets under Article 113 of the Insurance
Business Act.

Notes to consolidated statement of income
1. Major components of business expenses(Yen in millions)
Agency commissions, etc.
524,003
Salaries
270,895
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 Group recognized impairment losses on the following properties.
Purpose of use

Category

Location

Properties forbusiness use(nursing careservices)

Buildings andothersIdle or potential
disposal
properties

Land andbuildings

3 properties
including equipment
attached to buildingsin Yokohama-shi,
Kanagawa
12 properties
including a training
center in
Shijonawate-shi,
Osaka

Total

Impairment loss (Yen in millions)
Land
Building Others
Total
0
5
5

10,373

3,768-

14,141

10,3733,768

514,147

Classification of properties: (a) properties used for the insurance business and other businesses aregrouped by each company in consolidation; and (b) other properties including properties for rent andidle or potential disposal properties and properties used for nursing care services are grouped based on
their primary uses on an individual basis.
The total amount of projected future cash flows from properties for business use in the nursing careservices fell below the book values of these properties. Consequently, the Company wrote off theexcess of the book values of such properties over the recoverable values and recognized any such
write off as impairment losses in extraordinary losses. The Company calculates the recoverable

56

value of the relevant properties by discounting projected future cash flows at a rate of 6.0 percent.
Due mainly to decline in the real estate market, book values of some properties for idle or potential
disposal properties fell below the recoverable values. Consequently, the Company wrote off theexcess of the book values of such properties over the recoverable values and recognized any such
write off as impairment losses in extraordinary losses. Recoverable values are the net sales price ofeach property. Net sales price is the market value assessed by real estate appraisers minus anticipatedexpenses for disposal of the relevant properties.

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, 2014

Increase during
the fiscal year
ended March 31,
2015

Decrease during
the fiscal year
ended March 31,
2015(Thousand shares)
Number ofshares as ofMarch 31,2015

Issued shares
Common share
Total
Treasury share

769,524
769,524-

12,00012,000757,524757,524

Common share
Total

2,306
2,306

12,795
12,795

12,176
12,176

2,925
2,925

Notes: 1. The decrease of 12,000 thousand issued shares is attributable to cancellation of treasury
shares.
2. The increase of 12,795 thousand treasury shares of common share is primarily
attributable to a purchase of 12,764 thousand shares to conduct the capital policy.
3. The decrease of 12,176 thousand treasury shares of common share is primarily
attributable to a cancellation of treasury shares that decreased treasury shares by 12,000
thousand.
2. Share acquisition rights (including those owned by the Company)
Category

Nature of share acquisition rights

Amount as of March 31, 2015
(Yen in millions)

The Company(parent company)

Share acquisition rights as shareoptions

2,037

3. Dividends(1) Amount of dividends

Resolution

Class ofshare

Total amountof dividends
paid(Yen inmillions)

57

Amount ofdividends per
share
(Yen)

Record date

EffectivedateOrdinary general
meeting ofshareholders heldon June 23, 2014
Meeting of theboard of directors
held on November
19, 2014

Commonshare

30,68840.00

March 31,2014

June 24,2014

Commonshare

30,69440.00

September
30, 2014

December
10, 2014(2) Dividends of which the record date falls within the fiscal year ended March 31, 2015, and of which
the effective date falls on or after April 1, 2015.
The Company intends to obtain approval for the following dividend payment at the 13th Ordinary
General Meeting of Shareholders to be held on June 29, 2015.
Total
amount ofAmount ofClass ofdividends
Source ofdividends
RecordEffective
Resolution
share
paid
dividends
per share
date
date
(Yen)
(Yen inmillions)
Ordinary general
meeting ofCommonRetained
March 31, June 30,
41,50255.00
shareholders to beshareearnings
2015
2015
held on June 29, 2015

Information on financial instruments
1. Qualitative information on financial instruments
The Group's core operation is its insurance business and it generally makes investments based on cash
inflows mainly arising from insurance premiums. Investment assets are managed in two categories,
which are "Assets backing insurance liabilities" corresponding to long-term insurance contracts suchas deposit type insurance and annuity, and "Other".
With regard to "Assets backing insurance liabilities", ALM is applied in order to ensure future
payments for maturity-refunds and claims. Through ALM, the Group aims to steadily maximize thevalue of surplus ("Investment assets" minus "Insurance liabilities") by controlling the interest rate risks
to which insurance liabilities are exposed and by investing in instruments with some credit risks,
mostly bonds with high credit ratings.
With regard to "Other", the Group works toward diversification of investments and improvement ofinvestment efficiency in order to generate sustainable investment income, while maintaining liquidity
for future claims payments.
In major consolidated subsidiaries, the risk management department, which is independent of trading
departments, quantitatively and qualitatively controls risks in order to deal with such investment risks(market risk, credit risk, market liquidity risk, etc.) pertaining to financial instruments.
Through these approaches, the Group aims to minimize fluctuations in short-term gains and losses,
increase investment income in order to maximize net asset value in the mid-to-long-term, and maintainfinancial soundness.

58

2. Fair value of financial instruments
The table below shows the fair value of financial instruments excluding unlisted shares and others
without reasonably measured fair value as of March 31, 2015.
(Yen in millions)
Carrying amountshown on balance
Fair value
Difference
sheet
(1)
Cash and bank deposits
536,657
536,73881(2)
Call loans
402,586
402,586(3)
Receivables under resale
64,97964,979agreements(4)
Receivables under security
24,841
24,841borrowing transactions(5)
Monetary receivables bought
1,372,209
1,372,209(6)
Money trusts
2,433
2,433
(7)
Securities
Trading securities
1,788,158
1,788,158
Bonds held to maturity
3,285,559
3,728,421
442,862
Bonds earmarked for
119,056
124,522
5,465
underwriting reserves
Available for sale securities
10,059,553
10,059,553
(8)

Loans
Allowance for doubtful
accounts (*1)

583,761-5,353
578,407584,911

6,504

(9)
(10)

Corporate bonds (*2)(107,077)(110,746)(3,669)
Payables under security(825,845)(825,845)
lending transactions (*2)(11) Derivative assets and
1,867
1,867
liabilities (*3)(*1) Allowance for doubtful accounts earmarked for loans are deducted from the carrying amount.
(*2) Items in liabilities are shown with ( ).
(*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

59

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 inbankruptcy 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. Unlisted shares and partnership investments comprised of unlisted shares (Carrying amounton the consolidated balance sheet: 257,622 million yen) are not included in (7) Securities
because the fair value cannot be determined as they have no quoted market price and thefuture cash flow cannot be estimated.
Policy loans (Carrying amount on the consolidated balance sheet: 111,267 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, 2015
69,115

Fair value as of March 31, 2015
137,776

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, 2015 is primarily based on appraisals by qualified external
valuers.
Per share information
Net assets per share
Net income per share

4,742.52 yen
323.97 yen

60

Non-consolidated Balance Sheet as of March 31, 2015
(Yen in millions)
As of March 31, 2015
AssetsCurrent assets:
Cash and bank deposits
Prepaid expense
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

13,788031,0185
44,812

137
7
60
205
0
0
2,464,402
144
2,464,547
2,464,753
2,509,565

403
309
710
10
116
3
495
2,050
173
173
2,223

150,000
1,511,485
1,511,485
854,857
332,275
522,581854,857-11,038
2,505,305
2,037
2,507,342
2,509,565

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Non-consolidated Statement of Income for the fiscal year ended March 31, 2015
(Yen in millions)Year ended March 31, 2015
(April 1, 2014 to March 31, 2015)
Operating income:
Dividends received from subsidiaries and affiliates
Fees received from subsidiaries and affiliates

143,701
6,050

Total operating income

149,751

Operating expenses:
Operating and general administrative expenses

7,464

Total operating expenses

7,464

Operating profit

142,287

Non-operating income:Interest income

11

Gain on forfeiture of unclaimed dividends
Office work fee

42
14

Other non-operating income

44

Total non-operating income

112

Non-operating expenses:
Commission for purchase of treasury shares

10

Miscellaneous expenses

44

Total non-operating expenses

55

Ordinary profit

142,345

Extraordinary losses:
Losses on disposal of fixed assets

0

Total extraordinary losses

0

Income before income taxes

142,345

Income taxes-current

610

Total income taxes

610

Net income

141,73462

Non-consolidated Statement of Changes in Shareholders' Equity for the fiscal year ended March 31, 2015
(Yen in millions)Shareholders' equity
Retained earnings
Other retained earnings

Capital surplus
Share capital

Beginning balance as of April 1, 2014

Additional
paid-in capital

150,000

1,511,485

OthersRetainedearnings carriedforwardGeneralreserve-

332,275

487,564

Treasuryshares-6,716

Total
shareholders'equity2,474,609

Changes during the year
Dividends-61,383-61,383

Net income

141,734

141,734

Purchase of treasury shares-50,113-50,113

-56

515

458

Retirement of treasury shares-45,276

45,276-

Transfer from retained earnings tocapital surplus

45,333

Disposal of treasury shares-45,333-

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance as of March 31, 2015

-

-

-

-

35,017-4,321

30,696150,000

1,511,485-

332,275

522,581-11,038

2,505,305

ShareacquisitionrightsBeginning balance as of April 1, 2014

1,891

Total net
assets2,476,501

Changes during the year
Dividends-61,383

Net income

141,734

Purchase of treasury shares-50,113

Disposal of treasury shares

458

Retirement of treasury shares-

Transfer from retained earnings tocapital surplus-

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance as of March 31, 2015

145

145

145

30,841

2,037

2,507,342

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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 other than buildings (excluding fixtures attached to buildings)
is computed using the declining-balance method principally over the following useful lives.
Depreciation of buildings (fixtures facilities attached to buildings) is computed using thestraight-line method.
Fixtures attached to buildings
Equipment and furniture

8 to 18 years
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 the
fiscal year ended March 31, 2015.
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:

249 million yen

2. Monetary claims against and debts owed to affiliates:
Monetary claims receivables
1,765 million yen
Debts payable
295 million yen

Notes to the non-consolidated statement of income
Transactions with affiliates:
Operating transactions
Operating income
Operating expenses
Transactions other than operating transactions

64

149,751 million yen
1,363 million yen
43 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, 2015:
Common share
2,925,459 shares

Deferred tax accounting
Major components of deferred tax assets:
Deferred tax assets
Impairment losses on investment in subsidiaries and affiliates 30,526 million yen
Others1,258 million yen
Subtotal
31,784 million yen
Valuation allowance-31,784 million yen
Total deferred tax assets- million yen
Net deferred tax assets- million yen

Per share information
Net assets per share
Net income per share

3,320.04 yen
185.57 yen

65

Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
May 18, 2015
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata
Takashi Sasaki, CPA
Designated Partner and Engagement
Partner
Susumu Arakawa, CPA
Designated Partner and Engagement
Partner
Takashi Idesawa, CPA
Designated 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, 2014 and ended on March 31, 2015. These financial
statements consist of a consolidated balance sheet, a consolidated statement of income, aconsolidated 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.

66

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.
Highlighted Items:
As described in the “Significant matters related to consolidated financial Statements” that is
effective from the end of fiscal year ended March 31, 2015, the Company has been applying theprovisions set forth in Clause 35 of the Accounting Standard for Retirement Benefits (ASBJ
Statement No.26, May 17, 2012; hereinafter the "Accounting Standard for Retirement
Benefits") and the provisions set forth in Clause 67 of the Guidance on Accounting Standard for
Retirement Benefits (ASBJ Guidance No.25, May 17, 2012; hereinafter the "Guidance on
Retirement Benefits"). Such applications have no effect on our opinion.
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.

67

Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
May 18, 2015
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata
Takashi Sasaki, CPA
Designated Partner and Engagement
Partner
Susumu Arakawa, CPA
Designated Partner and Engagement
Partner
Takashi Idesawa, CPA
Designated 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 13th fiscal year that began on April 1, 2014 and ended on March 31, 2015.
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, weformulate 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 non-consolidated financial statements and supplementary schedules. We select andapply audit procedures based on our judgment and in accordance with a risk evaluation formaterial 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,

68including how they are applied, and the estimates made by management, as well as examining
the overall presentation of the non-consolidated financial statements and supplementaryschedules. 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.

69

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, 2014 and ended on March 31, 2015 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
The Audit & Supervisory Board who has set the auditing policies, the auditing schedules andrelated matters, received from each audit & supervisory board member audit reports detailingthe performance of each audit & supervisory board member in audits and the results thereof.
The Audit & Supervisory Board also received from each of the Company's directors and theCompany's independent auditor reports detailing the performance of their duties and asked forfurther explanation whenever necessary.
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
themselves to gathering information and improving the circumstances of the audit; attended
meetings of the Board of Directors and other important meetings; received reports detailing theperformance of their duties from directors and other employees; asked for further explanations
whenever necessary and inspected important decision-making documents and thereby
investigated the Company's business activities and financial position.
In addition, pursuant to the auditing standards set by the Audit & Supervisory Board for an auditof the internal control system, each audit & supervisory board member examined the details of
the resolution of the meeting of the Board of Directors concerning (a) a governance framework
to ensure that the directors' performance of their duties are carried out in conformity with thelaws and the Articles of Incorporation; and (b) any other governance framework to ensure
appropriate business operations, as set forth in Article 100, paragraphs 1 and 3 of the
Enforcement Regulations of the Companies Act of Japan. Each of the audit & supervisoryboard members also monitored and examined the governance framework (internal control
system) which was implemented by the Board of Directors based on the aforementioned
resolution. Concerning the internal control over financial reporting, each audit & supervisoryboard member received from directors and PricewaterhouseCoopers Aarata reports regarding
the results of the assessment and audit on the internal control over financial reporting and asked
for further explanations whenever necessary.
As for subsidiaries of the Company, each audit & supervisory board member maintained goodcommunications 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.
We examined the business report included in this notice of convocation as well as the
supplementary schedules thereto for the fiscal year ended March 31, 2015 based on the70

aforesaid methods of audit.
Furthermore, each audit & supervisory board member monitored and examined whether theCompany's independent auditor maintained independence from the Company and performed theaudit adequately, received from the Company's independent auditor a report concerning theperformance of that auditor's duties and asked for further explanations whenever necessary.
Additionally, each audit & supervisory board member received a notice from the Company's
independent auditor stating that "a framework to ensure that independent auditors' performanceof duties are carried out properly" (consisting of matters enumerated in the items of Article 131of the Regulations for Financial Statements of Corporations) is established pursuant to "Quality
Management Standards Regarding Audits" (Corporate Accounting Council, October 28, 2005)
and addressing other standards concerned, and asked for further explanations whenevernecessary.
Based on the methodology of the audit described above, we examined the 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 the fiscal year ended March 31, 2015.
2. Results of Audit(1) Results of the audit of the business report and others(a) We found the business report and the supplementary schedules to present fairly the state of theCompany in accordance with applicable laws and regulations and the Articles of Incorporation of
the Company.
(b) In connection with the performance by directors of their duties, we found no dishonest act orviolation of applicable laws, regulations or the Articles of Incorporation of the Company.
(c) We found the resolution of the meeting of the Board of Directors with respect to the internal
control system to be appropriate. In addition, we have nothing to report on the directors'
performance of their duties in connection with the internal control system, including the internal
control over the financial reporting.

(2) Results of the audit of the non-consolidated financial statements and the supplementaryschedules thereto
We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Aarata, 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, to be appropriate.

May 19, 2015
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.

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Takaaki Tamai, Audit & Supervisory Board Member (Full-time)
Toshiki Ohashi, 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
the Companies Act of Japan.

72