[English Translation]
TOKIO MARINE HOLDINGS, INC.
2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
Securities Code 8776
June 1, 2020
Notice of Convocation of
the 18th Ordinary General Meeting of Shareholders

To our shareholders:
You are cordially given the notification of the 18th Ordinary General Meeting of Shareholdersof Tokio Marine Holdings, Inc. (“Tokio Marine Holdings” or the “Company”) which will beheld as set forth below. As a result of our careful consideration of the spread of coronavirus
disease 2019 (COVID-19), the meeting will be held with appropriate measures to prevent
infection.
Date and Time:
Place:

Items to bereported:

Proposals to beacted upon:

Monday, June 29, 2020 at 10:00 a.m. (reception opens at 8:45 a.m.)
The AOI Ballroom, second floor, Palace Hotel Tokyo located at 1-1,
Marunouchi 1-chome, Chiyoda-ku, Tokyo
If it becomes difficult to use the above place due to any changes in theconditions regarding COVID-19, the place might be changed.
In that case, we will promptly inform you of the change of place on our
website(https://www.tokiomarinehd.com/), we ask you to check our
website before your visit on the day.
1. Business report, consolidated financial statements and the audit
reports on consolidated financial statements prepared by the
independent auditor and the Audit & Supervisory Board, respectively,
for fiscal year 2019 (April 1, 2019 to March 31, 2020).
2. Non-consolidated financial statements for fiscal year 2019 (April 1,
2019 to March 31, 2020).
Item 1. Appropriation of Surplus
Item 2. Election of Thirteen (13) Directors
Item 3. Election of One (1) Audit & Supervisory Board Member

In light of the prevention of spread of COVID-19, we ask that you consider the possibility ofwithholding your attendance this year and please vote either by completing and returning theenclosed voting card or via the Internet. Please review the “Reference Materials Concerning
the General Meeting of Shareholders” from page 4 to 28 and exercise your voting rights by
5:00 p.m. on Friday, June 26, 2020.
Sincerely,
Satoru Komiya
President & Chief Executive Officer1

If any of the Reference Materials regarding the General Meeting of Shareholders, Business
Report or consolidated and non-consolidated financial statements need to be revised, therevisions shall be posted on our website (https://www.tokiomarinehd.com/).

(This is an English translation of the notice given by the Company prepared pursuant to
Section 5.6 of the Deposit Agreement, amended as of July 30, 2007, by and among theCompany, JPMorgan Chase Bank, N.A., as Depositary, and the Holders and Beneficial
Owners of American Depositary Shares evidenced by American Depositary Receipts issued
thereunder.)2

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

Attending the Ordinary
General Meeting of
Shareholders
Please bring the enclosed
voting card to the reception
desk of the meeting.
Date and Time of the meeting:Monday, June 29, 2020 at
10:00 a.m. (Japan Time)By MailVia Internet

Please return the enclosed
voting card indicating yourapproval or disapproval sothat it is received by 5:00
p.m. on Friday, June 26,
2020 (Japan Time).

Please access the websitethat has been designated by
the Company as the website
for exercising voting rights(https://evote.tr.mufg.jp/)
and indicate your approvalor disapproval by 5:00 p.m.
on Friday, June 26, 2020
(Japan Time).

(1) For inquiries concerning website access
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division
Telephone: 0120-173-027 (toll-free within Japan)
Hours: 9:00 a.m. - 9:00 p.m. (Japan Time)(2) For inquiries other than the above
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division
Telephone: 0120-232-711 (toll-free within Japan)
Hours: 9:00 a.m. - 5:00 p.m. (Japan Time), except Saturdays, Sundays and holidays
To Institutional Investors:“Electronic Proxy Voting Platform” managed by ICJ, Inc., a method for exercising the voting
rights, will be available for institutional investors.

3

Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns on a cash
dividend basis, after providing sufficient capital to meet the business needs of Tokio Marine Group (the“Group”) and taking into consideration the business results and the expected future business environment of
the Company.
In accordance with the above policy, and considering various factors, the Company proposes to pay 95 yen
per share of the Company as a year-end cash dividend (an ordinary dividend). As 95 yen per share was paid
as an interim cash dividend, the total amount of annual cash dividends (ordinary dividends) will be 190 yen
per share for fiscal year 2019. This is an increase of total annual cash dividends (ordinary dividends) of 10
yen per share from 180 yen per share paid for the previous fiscal year.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 95 yen
Aggregate amount of cash dividends: 66,297,684,675 yen
2. Effective date of the distribution of dividends
June 30, 2020
Note: In the previous year and this fiscal year, a one-time dividend (70 yen per share for this fiscal year and 35 yen per
share for the previous fiscal year) was made as an interim cash dividend, in addition to ordinary dividends, for capitallevel adjustment.

4

Item 2. Election of Thirteen (13) Directors
The term of office of all twelve (12) directors will expire at the close of this Meeting. For the next term, theCompany proposes the election of thirteen (13) directors, increasing the number of outside directors by one(1), in order to strengthen the function of the Board.
The candidates for directors are as follows:

No.

Name

Gender1

Tsuyoshi Nagano
For reappointment

Male

Chairman of the Board

2

Satoru Komiya
For reappointment

Male

President & Chief Executive Officer

Present position and responsibilities

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

3

Takayuki Yuasa
For reappointment

Male

Executive Vice PresidentGroup CFO (Group Chief Financial Officer)
In charge of Corporate Planning Dept.

4

Akira Harashima
For reappointment

Male

Senior Managing Director
Head of International Insurance Business
Co-Head of International BusinessIn charge of International Business Development
Dept. (management of North America, except
TMHCC and Pure)

5

Kenji Okada
For reappointment

Male

Managing Director
Group CLCO (Group Chief Legal and Compliance
Officer)Group CRO (Group Chief Risk Officer)
In charge of Legal & Compliance Dept., Risk
Management Dept. and Internal Audit Dept.

6

Shinichi Hirose
For reappointment

Male

Director

5

7

Akio Mimura
For reappointment
Independent

Male

Outside Director

8

Masako Egawa
For reappointment
Independent

FemaleOutside Director

9

Takashi Mitachi
For reappointment
Independent

Male

Outside Director

10Nobuhiro Endo
For reappointment
Independent

Male

Outside Director

11

Shinya Katanozaka
For new appointment
Independent

Male

12

Tadashi Handa
For new appointment

Male

-

Senior Managing Executive Officer
Group CSSO (Group Chief Strategy and Synergy
Officer)13

Yoshinari Endo
For new appointment

Male

Managing Executive Officer

Note: The five (5) people indicated ‘Independent’ in the above table are candidates for outside directors.

6

Name
No.
(Date of birth)(Gender)
1.
Tsuyoshi Nagano April(November 9, 1952) June
(Male)For Reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
1975 Joined Tokio Marine
2003 Executive Officer and General Manager of Nagoya
Production Dept. III, Tokai Division of Tokio
MarineNumber of theCompany’s
shares held
27,600 shares

Oct.

2004 Executive Officer and General Manager of Nagoya
Production Dept. III of Tokio Marine & Nichido
Fire Insurance Co., Ltd.（“Tokio Marine &Nichido”）
June
2006 Managing Executive Officer of Tokio Marine &NichidoJune2008 Managing Director of Tokio Marine & NichidoJune2008 Director of Tokio Marine HoldingsJune2009 Resigned from position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &NichidoJune
2011 Senior Managing Director of Tokio Marine
Holdings
June2012 Executive Vice President of Tokio Marine &NichidoJune
2012 Executive Vice President of Tokio Marine
Holdings
June2013 President & Chief Executive Officer of Tokio
Marine & NichidoJune2013 President & Chief Executive Officer of Tokio
Marine Holdings
April 2016 Chairman of the Board of Tokio Marine & NichidoJune2019 Resigned from position as Chairman of the Boardof Tokio Marine & NichidoJune2019 Chairman of the Board of Tokio Marine Holdings(to present)(Major concurrent posts)
Director (Outside Director) of Seiko Holdings Corporation(Reason for nomination of candidate for director)
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that he is expected to fulfill hisrole adequately in deciding important matters regarding business execution and in supervising the executionof duties by other directors as a member of the Board, based on his wealth of experience and results he hasachieved since joining Tokio Marine. This includes his engagement with respect to domestic and overseas
insurance underwriting, his work in corporate planning and product planning and his terms in office as
7

President & Chief Executive Officer and Chairman of the Board of Tokio Marine & Nichido and theCompany.
Notes: 1. There are no special relationships of interest between the Company and Mr. Tsuyoshi Nagano.

8

Name
No.
(Date of birth)(Gender)2.
Satoru Komiya
April(August 15, 1960) June
(Male)For Reappointment
March

Brief personal history, position, responsibilities andmajor concurrent posts

1983 Joined Tokio Marine
2012 Member of the Board, Managing Director andExecutive Officer of Nisshin Fire & Marine
Insurance Co., Ltd. (“Nisshin Fire & Marine”)
2015 Resigned from positions as Member of the Board,
Managing Director and Executive Officer ofNisshin Fire & Marine
April 2015 Executive Officer of Tokio Marine Holdings
April 2016 Managing Executive Officer of Tokio Marine
Holdings
April 2018 Senior Managing Executive Officer of Tokio
Marine Holdings
April 2018 Senior Managing Director of Tokio Marine &NichidoJune
2018 Senior Managing Director of Tokio Marine
Holdings
June2019 Chairman of the Board of Tokio Marine & Nichido(to present)June2019 President & Chief Executive Officer of Tokio
Marine Holdings (to present)(Responsibilities)
Group CEO (Group Chief Executive Officer)
Group CCO (Group Chief Culture Officer)(Major concurrent posts)
Chairman of the Board of Tokio Marine & Nichido

Number of theCompany’s
shares held
12,100 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Satoru Komiya as a candidate for director is that he is expected to fulfill hisrole adequately in deciding important matters regarding business execution and in supervising the executionof duties by other directors as a member of the Board, based on his wealth of experience and results he hasachieved since joining Tokio Marine. This includes his engagement with respect to domestic insurance
underwriting, human resources, sales planning, and management of the group companies, his terms in office
as head of international insurance business as Executive Officer of the Company, and his current role in the
management of the Group as a whole, as Group CEO.
Notes: 1. There are no special relationships of interest between the Company and Mr. Satoru Komiya.

9

Name
No.
(Date of birth)(Gender)
3.
Takayuki Yuasa April(May 5, 1958)
June(Male)For Reappointment
Sep.

Brief personal history, position, responsibilities andmajor concurrent posts

1981 Joined Tokio Marine
2012 President & Chief Executive Officer of Tokio
Marine & Nichido Financial Life Insurance Co.,Ltd.
2014 Resigned from position as President & Chief
Executive Officer of Tokio Marine & Nichido
Financial Life Insurance Co., Ltd.
Oct.
2014 Managing Executive Officer of Tokio Marine
Holdings
June2015 Managing Director of Tokio Marine & NichidoJune2015 Managing Director of Tokio Marine Holdings
April 2018 Senior Managing Director of Tokio Marine
Holdings
April 2018 Senior Managing Director of Tokio Marine &NichidoApril 2019 Executive Vice President of Tokio Marine Holdings(to present)
April 2019 Executive Vice President of Tokio Marine &Nichido (to present)(Responsibilities)
Group CFO (Group Chief Financial Officer)
In charge of Corporate Planning Dept.
(Major concurrent posts)
Executive Vice President of Tokio Marine & Nichido

Number of theCompany’s
shares held
Shares13,600 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Takayuki Yuasa as a candidate for director is that he is expected to fulfill hisrole adequately in deciding important matters regarding business execution and in supervising the executionof duties by other directors as a member of the Board, based on his wealth of experience and results he hasachieved since joining Tokio Marine. This includes his engagement with respect to corporate planning,finance, accounting, and the domestic life and non-life insurance businesses, his terms in office as
Executive Officer of Tokio Marine & Nichido and the Company being responsible for risk management,
and his current role as head of capital strategy of the Group as Executive Vice President of the Company.
Note: There are no special relationships of interest between the Company and Mr. Takayuki Yuasa.

10

No.
4.

Name
(Date of birth)(Gender)
Akira Harashima(November 19, 1960)(Male)For Reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April 1984 Joined Tokio Marine
April 2014 Executive Officer and General
Manager of Corporate Planning
Dept. of Tokio Marine Holdings
April 2015 Executive Officer of Tokio Marine
Holdings (Head of America)
April 2016 Managing Executive Officer of
Tokio Marine Holdings
April 2019 Senior Managing Executive Officerof Tokio Marine Holdings
June 2019 Senior Managing Director of Tokio
Marine & Nichido (to present)
June 2019 Senior Managing Director of Tokio
Marine Holdings (to present)(Responsibilities)
Head of International Insurance Business
Co-Head of International BusinessIn charge of International Business Development
Dept. (management of North America except
TMHCC and Pure)*“TMHCC” and “Pure”, headquartered in the
United States, are subsidiary companies of theCompany.
(Major concurrent posts)
Senior Managing Director of Tokio Marine &NichidoNumber of theCompany’s
shares held
7,600 Shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Akira Harashima as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. This includes his
engagement with respect to international insurance business and corporate planning business, his
term in office as Executive Officer of the Company in charge of international insurance businessin the Americas, Asia and elsewhere, and his current role as head of international insurance
business as Senior Managing Director of the Company.
Notes: 1. There are no special relationships of interest between the Company and Mr. Akira
Harashima.

11

No.
5.

Name
(Date of birth)(Gender)
Kenji Okada(September 19, 1963)(Male)For Reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April 1986 Joined Tokio Marine
April 2018 Executive Officer and General
Manager of Internal Audit Dept. of
Tokio Marine Holdings
April 2019 Managing Executive Officer of
Tokio Marine Holdings
April 2019 Managing Executive Officer of
Tokio Marine & Nichido
June 2019 Managing Director of Tokio Marine& Nichido (to present)
June 2019 Managing Director of Tokio Marine
Holdings (to present)(Responsibilities)
Group CLCO (Group Chief Legal andCompliance Officer)
Group CRO (Group Chief Risk Officer)
In charge of Legal & Compliance Dept., Risk
Management Dept. and Internal Audit Dept.
(Major concurrent posts)
Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
7,400 Shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Kenji Okada as a candidate for director is that he is expected to fulfill
his role adequately in deciding important matters regarding business execution and in supervising
the execution of duties by other directors as a member of the Board, based on his wealth ofexperience and results he has achieved since joining Tokio Marine. This includes his engagementwith respect to financial planning, corporate planning business, and international insurance business,and his current role as head of group legal & compliance and risk management as Managing Directorof the Group.
Notes: 1. There are no special relationships of interest between the Company and Mr. Kenji Okada.

12

No.
6.

Name
(Date of birth)(Gender)
Shinichi Hirose(December 7, 1959)(Male)For Reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April
June

1982 Joined Tokio Marine
2013 Managing Director of Tokio Marine& Nichido Life Insurance Co., Ltd.
(“Tokio Marine & Nichido Life”)
April 2014 President & Chief Executive Officerof Tokio Marine & Nichido Life
June
2014 Director of Tokio Marine Holdings
March 2017 Resigned from position as President& Chief Executive Officer of Tokio
Marine & Nichido Life
April 2017 Managing Director of Tokio Marine
Holdings
June2017 Managing Executive Officer of Tokio
Marine Holdings
April 2018 Senior Managing Executive Officerof Tokio Marine Holdings
March 2019 Resigned from position as Senior
Managing Executive Officer of Tokio
Marine Holdings
April 2019 President & Chief Executive Officerof Tokio Marine & Nichido (topresent)June2019 Director of Tokio Marine Holdings(to present)(Major concurrent posts)
President & Chief Executive Officer of Tokio
Marine & Nichido

Number of theCompany’s
shares held
19,375 Shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Shinichi Hirose as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising the execution of duties by other directors as a member of the Board, based on his wealthof experience and results he has achieved since joining Tokio Marine. This includes his engagementwith respect to product planning, sales planning, and domestic life and non-life insurance
businesses, his terms in office as President & Chief Executive Officer of Tokio Marine & Nichido
Life, and as Executive Officer of the Company in charge of international insurance business, andhis current leadership role in the management of Tokio Marine & Nichido as President & Chief
Executive Officer.
Note: There are no special relationships of interest between the Company and Mr. Shinichi Hirose.

13

Name
No.
(Date of birth)(Gender)
7.
Akio Mimura
April(November 2, 1940) June
April
(Male)For Reappointment April
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
1963
1993
1997
2000

Joined Fuji Iron & Steel Co., Ltd.
Director of Nippon Steel Corporation
Managing Director of Nippon Steel Corporation
Representative Director and Executive Vice
President of Nippon Steel Corporation

Number of theCompany’s
shares held
6,800 shares

April

2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel CorporationJune
2010 Director of Tokio Marine Holdings (outside
director, to present)Oct.
2012 Director, Member of the Board and Senior Advisorof Nippon Steel & Sumitomo Metal CorporationJune
2013 Senior Advisor of Nippon Steel & Sumitomo Metal
Corporation
Nov. 2013 Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation
June
2018 Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation
April 2019 Senior Advisor, Honorary Chairman of Nippon SteelCorporation (to present)(Major concurrent posts)
Senior Advisor, Honorary Chairman of Nippon SteelCorporation
Director of JAPAN POST HOLDINGS Co., Ltd. (outside
director)
Director of Development Bank of Japan Inc. (outside director)
Director of Innovation Network Corporation of Japan (outside
director)
Director of Nisshin Seifun Group Inc. (outside director)
Chairman of The Japan Chamber of Commerce and Industry
Chairman of The Tokyo Chamber of Commerce and Industry(Reason for nomination of candidate for outside director)
Mr. Akio Mimura is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he is expected to fulfill his supervisory functions and provide valuable advice to theBoard based on his insight as a specialist in business management acquired through many years ofexperience in a management role.
(Independence)
1. Mr. Akio Mimura satisfies the requirements for “independent director/auditor” as specified by the Tokyo
Stock Exchange, Inc.
14

2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 28 of these reference materials.
3. He concurrently serves as Senior Advisor, Honorary Chairman of Nippon Steel Corporation, which has
no business transactions with the Company. Insurance subsidiaries of the Company conduct insurancerelated transactions with Nippon Steel Corporation; however, these transactions constitute less than 1
percent of its consolidated net sales and the Company’s consolidated ordinary income (whichcorresponds to consolidated net sales), respectively.
(Major activities)
1. Mr. Akio Mimura attended 10 of the 11 board of directors’ meetings held during fiscal year 2019.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of directors’
meetings, based on his insight as a specialist in business management acquired through many years ofexperience in a management role.
Notes: 1. There are no special relationships of interest between the Company and Mr. Akio Mimura.
2. He will have served as an outside director for 10 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under theagreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement if
he is elected as proposed.
4. On December 27, 2019, JAPAN POST HOLDINGS Co., Ltd., where he serves as an outside
director, received orders for the improvement of business management from the Minister ofInternal Affairs and Communications and from the Financial Services Agency. These orders
were issued because it was found that JAPAN POST HOLDINGS Co., Ltd., had deficiencies in
its management system given that, despite being aware of facts indicative of inappropriate sales
practices at its subsidiaries JAPAN POST INSURANCE Co., Ltd. and Japan Post Co., Ltd. had
not instructed these companies to fully identify the actual state of affairs nor to takecountermeasures, etc. While Mr. Mimura did not have advance awareness of the facts in thismatter, he has always made recommendations in his role at JAPAN POST HOLDINGS Co.,
Ltd. from the standpoint of importance of group governance and internal control. Afterwards,
he led a thorough investigation of the facts that had been discovered, and suggested theimplementation of measures to prevent recurrence of such incidents.

15

Name
No.
(Date of birth)(Gender)
8.
Masako Egawa
April(September 7, 1956) Sep.
(Female)For Reappointment June
Independent
Dec.
Nov.

Brief personal history, position, responsibilities andmajor concurrent posts

1980 Joined Citibank, N.A., Tokyo Branch1986 Joined Salomon Brothers Inc, New York Head
Office1988 Joined Salomon Brothers Asia Limited, Tokyo
Branch1993 Joined S.G. Warburg Securities, Tokyo Branch2001 Executive Director, Japan Research Center,
Harvard Business School
April 2009 Executive Vice President, The University of Tokyo
March 2015 Resigned from position as Executive Vice
President, The University of Tokyo
June
2015 Director of Tokio Marine Holdings (outside
director, to present)
Sep.
2015 Professor, Graduate School of Commerce andManagement, Hitotsubashi University
April 2018 Professor, Graduate School of Business
Administration, Hitotsubashi University
April 2020 Specially Appointed Professor, Graduate School ofBusiness Administration, Hitotsubashi University(to present)(Major concurrent posts)
Specially Appointed Professor, Graduate School of Business
Administration, Hitotsubashi University
Director of Mitsui Fudosan Co., Ltd. (outside director)

Number of theCompany’s
shares held
3,200 shares(Reason for nomination of candidate for outside director)
Ms. Masako Egawa is a candidate for outside director. The reason for proposing her as a candidate for outside
director is that she is expected to fulfill her supervisory functions and provide valuable advice to the Board basedon her insight into corporate management, etc. acquired through many years of experience in financial
institutions, involvement in academic activities related to corporate governance, and experience at The Universityof Tokyo as an Executive Vice President. While she has not been involved in business management other thanas an outside director or an outside audit & supervisory board member, based on her performance since
assumption of her office as an outside director of the Company, we believe that she will effectively perform her
duties as an outside director.
(Independence)
1. Ms. Masako Egawa satisfies the requirements for “independent director/auditor” as specified by the
Tokyo Stock Exchange, Inc.
2. She fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 28 of these reference materials.
(Major activities)
1. Ms. Masako Egawa attended all 11 board of directors’ meetings held during fiscal year 2019.
16

2. She has fulfilled her supervisory functions by presenting inquiries and remarks at the board of directors’
meetings, based on her insight as a specialist in business management acquired through many years ofexperience in financial institutions, involvement in academic activities related to corporate governanceand experience at The University of Tokyo as an Executive Vice President.
Notes: 1. There are no special relationships of interest between the Company and Ms. Masako Egawa.
2. She will have served as an outside director for 5 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with her to limit her liability provided for in Article
423, paragraph 1 of the Companies Act of Japan. The limitation of liability under the agreement
shall be the higher of either 10 million yen or the amount provided in Article 425, paragraph 1of the Companies Act of Japan. The Company intends to maintain the agreement if she iselected as proposed.
4. She is expected to assume the position of outside director of MITSUI & CO., LTD. on the dateof the ordinary general meeting of shareholders of MITSUI & CO., LTD. scheduled
for June 2020.

17

Name
No.
(Date of birth)(Gender)
9.
Takashi Mitachi(January 21, 1957)(Male)For Reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April
Oct.
Jan.

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

Number of theCompany’s
shares held
100 sharesJan.

2005 Japan Co-Chairman and Senior Partner &Managing Director of The Boston Consulting
Group
Jan.
2016 Senior Partner & Managing Director of The
Boston Consulting Group
June 2017 Director of Tokio Marine Holdings (outside
director, to present)Oct.
2017 Senior Advisor of The Boston Consulting Group(to present)(Major concurrent posts)
Senior Advisor of The Boston Consulting Group
Director of Rakuten, Inc. (outside director)
Director of DMG Mori Co., Ltd. (outside director)
Director of Unicharm Corporation (outside director)(Reason for nomination of candidate for outside director)
Mr. Takashi Mitachi is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he is expected to fulfill his supervisory functions and provide valuable advice to theBoard based on his insight as a specialist in business management acquired through many years ofexperience in a consulting firm and a management role.
(Independence)
1. Mr. Takashi Mitachi satisfies the requirements for “independent director/auditor” as specified by the
Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 28 of these reference materials.
3. He concurrently serves as Senior Advisor of The Boston Consulting Group, which conducts consultingrelated transactions with the Company and insurance subsidiaries of the Company; however, thesetransactions constitute less than 1 percent of its consolidated net sales and the Company’s consolidated
ordinary income (which corresponds to consolidated net sales), respectively.
(Major activities)
1. Mr. Takashi Mitachi attended all 11 board of directors’ meetings held during fiscal year 2019.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of directors’
meetings, based on his insight as a specialist in business management acquired through many years ofexperience in a consulting firm and a management role.
Notes: 1. There are no special relationships of interest between the Company and Mr. Takashi Mitachi.
2. He will have served as an outside director for 3 years at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under the18

agreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement if
he is elected as proposed.

19

No.
10.

Name
(Date of birth)(Gender)
Nobuhiro Endo
(November 8, 1953)(Male)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April 1981 Joined NEC Corporation
April 2006 Senior Vice President and Executive
General Manager of Mobile Network
Operations Unit of NEC Corporation
April 2009 Executive Vice President of NEC
Corporation
June 2009 Executive Vice President and Member ofthe Board of NEC Corporation
April 2010 President (Representative Director) of NEC
Corporation
April 2016 Chairman of the Board (Representative
Director) of NEC Corporation
June 2019 Chairman of the Board of NEC Corporation(to present)
June 2019 Director of Tokio Marine Holdings (outside
director, to present)(Major concurrent posts)
Chairman of the Board of NEC Corporation
Director of Sumitomo Dainippon Pharma Co., Ltd.
(outside director)
Director of Japan Exchange Group, Inc. (outside
director)
Vice Chairman of Japan Association of Corporate
Executives

Number of theCompany’s shares
held
200 shares(Reason for nomination of candidate for outside director)
Mr. Nobuhiro Endo is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he is expected to fulfill his supervisory functions and provide valuable advice to theBoard based on his insight as a specialist in business management acquired through many years ofexperience in a management role.
(Independence)
1. Mr. Nobuhiro Endo satisfies the requirements for “independent director/auditor” as specified by the
Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 28 of these reference materials.
3. He concurrently serves as Chairman of the Board of NEC Corporation, which conducts systemsrelated and other business transactions with the Company and insurance subsidiaries of the Company;
however, these transactions constitute less than 1 percent of its consolidated revenue and theCompany’s consolidated ordinary income (which corresponds to consolidated net sales), respectively.
Insurance subsidiaries of the Company conduct insurance-related transactions with NEC Corporation;20

however, these transactions constitute less than 1 percent of its consolidated revenue and theCompany’s consolidated ordinary income (which corresponds to consolidated net sales), respectively.
(Major activities)
1. Mr. Nobuhiro Endo attended 8 of the 9 board of directors’ meetings held during fiscal year 2019 after
assuming the position of director.
2. He has fulfilled his supervisory functions by presenting inquiries and remarks at the board of directors’
meetings, based on his insight as a specialist in business management acquired through many years ofexperience in a management role.
Notes: 1. There are no special relationships of interest between the Company and Mr. Nobuhiro Endo.
2. He will have served as an outside director for 1 year at the close of this Meeting.
3. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under theagreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement
if he is elected as proposed.
4. It is acknowledged that the Japan Fair Trade Commission identified activities in violation of
antitrust law by NEC Corporation, where Mr. Nobuhiro Endo serves as Chairman of theBoard, with respect to transactions with Tokyo Electric Power Company Holdings, Inc.
(formerly Tokyo Electric Power Company) regarding telecommunications equipment forelectric power systems on July 12, 2016. In addition, NEC Corporation was issued with Cease
and Desist Orders and Orders for Payment of Surcharge by the Japan Fair Trade Commission
on February 2, 2017 for activities in violation of antitrust law with respect to transactions for
fire-fighting and emergency digital radio equipment, and on February 15, 2017 for activities
in violation of antitrust law with respect to transactions with Chubu Electric Power Co., Inc.
for hybrid optical communication equipment and equipment for transmission lines for Chubu
Electric Power Co., Inc. Following the recognition of the facts, Mr. Endo has been promoting
measures to prevent a recurrence by further strengthening compliance as well as improving
and strengthening the operation of the internal control system.
5. From July 2019, JAPAN POST INSURANCE Co., Ltd., where he serves as an outside
director from June 2016 to June 2018, investigated all its insurance policies, including
cancelled or expired contracts for the past five years. It was found that there were cases
involving a contract transfer, etc. that could have had a negative impact and did not accord
with the company's customers’ intentions. On December 27, 2019, JAPAN POST
INSURANCE Co., Ltd. received an order from the Financial Services Agency to suspend its
business operations under the Insurance Business Act and an order to improve its business
operations. While Mr. Endo was not aware of the facts in this matter during his tenure, healways made recommendations in his role at JAPAN POST INSURANCE Co., Ltd., from thestandpoint of legal compliance in order to ensure a thorough awareness of compliance.

21

No
.
11.

Name
(Date of birth)(Gender)
Shinya Katanozaka(July 4, 1955)(Male)For new appointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April1979 Joined ALL NIPPON AIRWAYS CO.,LTD.
April 2007 Corporate Executive Officer of ALL
NIPPON AIRWAYS CO., LTD.
April 2009 Corporate Executive Officer (joseki
shikkoyakuin) of ALL NIPPONAIRWAYS CO., LTD.
June
2009 Member of the Board of Directors andExecutive Vice President of ALL NIPPONAIRWAYS CO., LTD.
June
2011 Executive Vice President (jomutorishimariyaku); Corporate Executive
Officer of ALL NIPPON AIRWAYS CO.,LTD.
April 2012 Executive Vice President (senmu
torishimariyaku); Corporate Executive
Officer of ALL NIPPON AIRWAYS CO.,LTD.
April 2013 Senior Executive Vice President,
Representative Director of ANA
HOLDINGS INC.
April 2015 President & Chief Executive Officer,
Representative Director of ANA
HOLDINGS INC. (to present)
April 2015 Director of ALL NIPPON AIRWAYS
CO., LTD.
April 2017 Chairman of ALL NIPPON AIRWAYS
CO., LTD. (to present)(Major concurrent posts)
President & Chief Executive Officer, Representative
Director of ANA HOLDINGS INC.
Chairman of ALL NIPPON AIRWAYS CO.,LTD.Vice Chairman of Japan Business Federation(Keidanren)

Number of theCompany’s
shares held-

(Reason for nomination of candidate for outside director)
Mr. Shinya Katanozaka is a candidate for outside director. The reason for proposing him as a candidatefor outside director is that he is expected to fulfill his supervisory functions and provide valuable advice
to the Board based on his insight as a specialist in business management acquired through many years ofexperience in a management role.
(Independence)22

1. Mr. Shinya Katanozaka satisfies the requirements for “independent director/auditor” as specified by
the Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 28 of these reference materials.
3. He concurrently serves as President & Chief Executive Officer, Representative Director of ANA
HOLDINGS INC., which has no business transactions with the Company. Insurance subsidiaries of
the Company conduct insurance-related transactions with ANA HOLDINGS INC.; however, thesetransactions constitute less than 1 percent of its consolidated net sales and the Company’s
consolidated ordinary income (which corresponds to consolidated net sales), respectively.
Notes: 1. There are no special relationships of interest between the Company and Mr. Shinya Katanozaka.
2. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company intends to enter into an agreement with him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan, if he is elected as proposed. The
limitation of liability under the agreement shall be the higher of either 10 million yen or theamount provided in Article 425, paragraph 1 of the Companies Act of Japan.
3. All Nippon Airways Co., Ltd., where he serves as a chairman, recurred an inappropriate
situation in which the captain drank alcohol, which hindered his flight work on November 7,
2019, despite receiving administrative guidance due to the flight crews’ alcohol-related
inappropriate issues. On May 1, 2020, All Nippon Airways Co., Ltd. received administrative
order from the Ministry of Land, Infrastructure, Transport and Tourism to improve its
business, recognizing that there are the facts of obstructing safety transportation, convenientservice for users, and other public interests. Regarding the inappropriate situation, he has beendeveloping initiatives for the reform of group employees’ mindset and reinforcement andsupport of self-management of group employees, such as implementation of education
programs on alcohol and consultations, in addition to making flight rule more severe andstrengthening alcohol testing system, etc. After recognizing the facts of the case, he has beenpromoting initiatives to ensure more thorough compliance, such as instilling measures to dateand making implementation more thorough, as well as instructing development of further
measures to prevent recurrence of these issues.

23

No.
12.

Name
(Date of birth)(Gender)
Tadashi Handa(August 3, 1960)(Male)For new appointment

Brief personal history, position, responsibilities andmajor concurrent posts
April 1984 Joined Tokio Marine
April 2015 Executive Officer and General Manager ofCorporate Planning Dept. of Tokio Marine& Nichido
April 2017 Executive Officer of Tokio Marine &NichidoJune 2017 Resigned from position as Executive
Officer of Tokio Marine & Nichido
June 2017 Managing Executive Officer of Tokio
Marine Holdings
June 2018 Managing Executive Officer of Tokio
Marine & Nichido
April 2020 Senior Managing Executive Officer of
Tokio Marine Holdings (to present)
April 2020 Senior Managing Director of Tokio Marine& Nichido (to present)(Responsibilities)
Group CSSO (Group Chief Strategy and Synergy
Officer)(Major concurrent posts)
Senior Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
7,700 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Tadashi Handa as a candidate for director is that he is expected to fulfill
his role adequately in deciding important matters regarding business execution and in supervising theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. This includes his engagement with respect todomestic insurance underwriting, product development and corporate planning, and his current role ashead of business strategy and synergy of the Group as Senior Managing Executive Officer of theCompany.
Note: There are no special relationships of interest between the Company and Mr. Tadashi Handa.

24

No.
13.

Name
(Date of birth)(Gender)
Yoshinari Endo
(July 30, 1963)(Male)For new appointment

Brief personal history, position, responsibilities andmajor concurrent posts
April
April

1987 Joined Tokio Marine
2017 Managing Director of Tokio Marine &Nichido Life
March 2018 Resigned from position as Managing
Director of Tokio Marine & Nichido Life
April 2018 Executive Officer and General Manager
of Financial Planning Dept. of Tokio
Marine Holdings
April 2018 Executive Officer and General Manager
of Financial Planning Dept. of Tokio
Marine & Nichido
April 2020 Managing Executive Officer of Tokio
Marine Holdings (to present)
April 2020 Managing Executive Officer of Tokio
Marine & Nichido (to present)(Major concurrent posts)
Managing Executive Officer of Tokio Marine &NichidoNumber of theCompany’s
shares held
7,600 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Yoshinari Endo as a candidate for director is that he is expected to fulfill
his role adequately in deciding important matters regarding business execution and in supervising theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. This includes his engagement with respect tocorporate accounting, domestic life insurance businesses, and his leadership role in financial planningof the Group as Executive Officer and General Manager of Financial Planning Dept. of Tokio Marine& Nichido and the Company.
Notes: 1. There are no special relationships of interest between the Company and Mr. Yoshinari Endo.
2. He is expected to assume the position of Managing Director of Tokio Marine & Nichido on thedate of the ordinary general meeting of shareholders of Tokio Marine & Nichido scheduled forJune 2020.

25

Item 3. Election of One (1) Audit & Supervisory Board Member
Audit & supervisory board member Mr. Takashi Ito will resign at the close of this Meeting. For the next
term, the Company proposes the election of one (1) audit & supervisory board member.
The submission of this item has been approved by the Audit & Supervisory Board.
The candidate for audit & supervisory board member is as follows:
Name
Number of the(Date of birth)
Brief personal history and position
Company’s(Gender)shares held
Hirokazu Fujita
April 1980 Joined Tokio Marine
18,650 shares(May 12, 1956)
June 2011 Executive Officer and General Manager of Corporate(Male)
Accounting Dept. of Tokio Marine & Nichido
For new appointment June 2011 Executive Officer and General Manager of Corporate
Accounting Dept. of Tokio Marine Holdings
June 2012 Managing Director of Tokio Marine & Nichido
June 2012 Managing Director of Tokio Marine Holdings
April 2017 Senior Managing Director of Tokio Marine
Holdings (to present)
April 2017 Senior Managing Director of Tokio Marine &Nichido (to present)(Reason for nomination of candidate for audit & supervisory board member)
The reason for proposing Mr. Hirokazu Fujita as a candidate for audit & supervisory board member isthat he is expected to fulfill his audit functions based on his wealth of experience and results he hasachieved since joining Tokio Marine. This includes his engagement with respect to accounting, his terms
in office as Executive Officer of Tokio Marine & Nichido and the Company in charge of accounting andfinancial planning, and his current role as head of investment management of the Group as Senior
Managing Director of the Company.
Notes: 1. There are no special relationships of interest between the Company and Mr. Hirokazu Fujita.
2. He is expected to resign from his position as Senior Managing Director of Tokio Marine &Nichido on the date of the ordinary general meeting of shareholders of Tokio Marine & Nichido
scheduled for June 2020. He is also expected to resign from his position as Senior Managing
Director of the Company at the close of this Meeting.

26

(Reference) Skills and experiences of Directors and Audit & Supervisory Board Members after this meeting
Name

GenderPosition and major resposibilities at the close ofthis Meeting

Tsuyoshi
NaganoMale

SatoruKomiyaCorporate
Management

Finance &EconomyChairman of the
Board

✔

✔

Male

Group CEO (Group Chief
President & Chief Executive Officer)
Executive Officer Group CCO (Group Chief
Culture Officer)✔

✔

Takayuki
Yuasa

Male

Executive Vice
PresidentGroup CFO (Group Chief
Financial Officer)

✔

✔

Akira
Harashima

Male

Senior Managing
Director

Head of International
Business
Co-Head of International
Business✔

Tadashi
Handa

Male

Senior Managing
Director

Group CIO (Group Chief
Investment Officer)

Kenji Okada

MaleGroup CLCO（Group Chief
Legal and ComplianceManaging Director Officer）
Group CRO (Group Chief
Risk Officer)

Yoshinari
Endo

Male

Managing Director

Shinichi
HiroseMale

Director✔

✔

Akio Mimura

Male

Outside Director✔

✔

MasakoEgawa

Female Outside Director

Takashi
MitachiMale

Outside Director

Nobuhiro
Endo

Male

ShinyaKatanozaka

Accounting

Skills and experiences
Governance
Human
&Risk
Technology Internationality
resource
Management

Legal &
Compliance

✔

✔

✔

Group CIO (Group Chief
Investment Officer)

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Outside Director

✔

✔

Male

Outside Director

✔

✔

Shozo
Mori

Male

Audit &
Supervisory Board
Member(full-time)

Hirokazu
FujitaMale

Audit &
Supervisory Board
Member(full-time)

✔

✔

✔

✔

Akinari Horii

Male

Audit &
Supervisory Board
Member✔

✔

✔

✔

Akihiro Wani

Male

Audit &
Supervisory Board
Member✔

✔

✔

✔

Nana Otsuki

Audit &
Female Supervisory Board
Member

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

27

✔

✔

✔

✔

✔

Insurancebusiness✔

✔

Reference
Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members
Exhibit(Article 18 of Tokio Marine Holdings Fundamental Corporate Governance Policy)

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

28

[English Translation]
TOKIO MARINE HOLDINGS, INC.
Attachment to the “Notice of Convocation of
the 18th Ordinary General Meeting of Shareholders”

Business Report for Fiscal Year 2019
(From April 1, 2019 to March 31, 2020)

1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group
•

•

•

•

During fiscal year 2019, despite some positive signs such as a lull in trade frictions
between the U.S. and China in the second half, the world economy slowed dramaticallytowards the end of the fiscal year due to the global spread of coronavirus disease 2019
(COVID-19), and financial and capital markets became increasingly unstable. In Japan,
the economy experienced a significant downturn due to the spread of COVID-19, in
addition to weak foreign demand and natural disasters.
The spread of COVID-19 also had an impact on business operations. The Tokio Marine
Group established a task force led by the Group CEO, and has engaged in a group-wide
response to ensure business continuity and prevent the spread of infection. In the context
of restraints on commuting and other transfer, the Group has strived to conduct
operations in a way that minimized the impact on business, by actively utilizing thevarious infrastructure prepared beforehand to work from home by many of the Group’s
employees.
The Group actively promoted its business, aiming to achieve the goals of the mediumterm business plan “To Be a Good Company 2020”, under the aligned groupmanagement structure headed by the Group CEO, in which the Group Chief Officers are
responsible for each function for the Group.
As to the consolidated fiscal year end, same as previous fiscal year, due to the frequentoccasion of natural disasters in Japan such as Typhoons Hagibis (No.19), we replenishedthe reserves which will be used for insurance payment in future. As a result, net income
attributable to owners of the parent was 259.7 billion yen, a decrease of 14.8 billion yen
compared to the previous fiscal year.

5,476.7
3,587.4
1,053.5

Fiscal year 2019
(this fiscal year)(Yen in billions)
5,465.4
3,598.3
981.9

Rate ofchange
(%)
△ 0.2
0.3
△6.8

416.3
274.5

363.9
259.7

△12.6
△5.4

Fiscal year 2018
(Yen in billions)
Ordinary income
Net premiums writtenLife insurance
Premiums
Ordinary profit
Net income attributable29

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

Business segment
Domestic
property andcasualty
insurance
Domestic life
insurance
Overseas
insurance
Financial andother

Ordinary income
Fiscal year
Fiscal year
2018
2019
(this fiscal year)
2,782.5
2,847.1

Ordinary profit
Fiscal year
Fiscal year
2019
2018
(this fiscal year)
179.5
228.3

779.3

748.1

40.2

51.8

1,972.0

1,891.2

141.6

125.4

92.1

95.6

6.0

7.0

Domestic Property and Casualty Insurance Business
Net premiums written: 2,427.8 billion yen
Ordinary profit: 179.5. billion yen
Composition ratio of premiums written: 53.0%

•

•

•

Tokio Marine & Nichido actively promoted its business, working on priority issues suchas enhancement of customer convenience and efficiency of internal operations throughuse of technologies and changes to the insurance product portfolio, as well as
endeavoring to expand customer support through measures such as assistance forregional development, and health and productivity management of corporate clients.
During the fiscal year 2019, a series of natural disasters, including Typhoons Faxai (No.
15) and Hagibis (No.19), caused massive damage across Japan. Tokio Marine & Nichido
established a task force under the direct control of the President, and worked on disaster
response on a company-wide basis through such efforts as dispatching staff from ourlocations nationwide to affected areas. Considering the frequent occurrence of natural
disasters, we also implemented initiatives across all our branches to protect ourcustomers through insurance in times of crisis, such as engaging in more carefulreconfirmation of contract details and proposing expanded coverage. In addition, we
decided to sell a new product to respond to the immediate funding needs of customers
struck by an earthquake, by paying prescribed amounts of insurance claims, dependent
on the earthquake intensity, in three days at shortest after an earthquake exceeding aprespecified intensity is recorded in the customer’s region of residence.
We progressively leveraged technology across a range of fields. In the case of flooding
due to Typhoon Hagibis (No. 19) etc., for example, we used AI to analyze satellite
images, allowing us to swiftly pinpoint the damaged areas that would be subject toinsurance claims. In addition, we also developed a new system utilizing AI to recreate
the circumstances of accidents from images captured by drive recorders, a joint
development project with ALBERT, which has expertise in big data analytics and AI30

•algorithm development. This system reduces the burden on customers to explain thecircumstances of accidents, and contributes to swift accident response.
From the perspective of promoting changes to the insurance product portfolio, we strived
to develop and provide insurance to respond to new risks, such as cyber risk insurance
and domestic M&A insurance (representations and warranties insurance). We alsocollaborated with chambers of commerce and industry across Japan, actively topropose the insurance which comprehensively covers the business risks to small andmedium-sized companies.
<Results of Domestic Property and Casualty Insurance Business>

Net premiums written(billion yen)

Ordinary profit(billion yen)

2,427.8228.3

2,340.5

179.5△21.4％+3.7%
fiscal year 2018

fiscal year 2019fiscal year 2018

Domestic Life Insurance BusinessLife insurance premiums: 627.2 billion yen

fiscal year 2019

Ordinary profit: 51.8 billion yen

Composition ratio of premiums written: 13.7%••

Tokio Marine & Nichido Life continued to promote the “Life Insurance Revolution toProtect One’s Living” initiative, which provides coverage in fields such as inability towork and nursing care, while utilizing the key strength of the Group’s business model,
integrating life insurance and property and casualty insurance. In view of recent progressin cancer genome medicine and other therapeutic techniques, we developed and sold arider by which a person may receive a prepayment equivalent to his/her life insurance
payout if diagnosed with severe cancer of stage III or above, to provide for high medical
costs. Our ‘Market Link’ installment variable annuities, which responds to customers’
asset accumulation needs, continued to be well received in fiscal year 2019.
We made efforts to appropriately control interest rate risk under the assumption that low
interest rates will persist over the long-term. In addition to endeavoring to expand ourrange of protection-type products with low interest rate risk, we continued to conduct
asset management based on Asset Liability Management (ALM).
<Results of Domestic Life Insurance Business>
Life insurance premiums(billion yen)
668.7

Ordinary profit(billion yen)
51.8

627.2

40.2

△6.2%
fiscal year 2018+28.7%
fiscal year 2018

fiscal year 201931

fiscal year 2019

Overseas Insurance BusinessPremiums written: 1,525.3 billion yen

Ordinary profit: 125.4 billion yen
Composition ratio of premiums written: 33.3%

•

•

•

•

The Group has actively expanded business in developed countries and emerging
countries in a balanced manner working on both sustainable organic growth and strategic
M&As with the aim of achieving global growth and diversified portfolio construction for
the entire Group. In addition, by mutual leveraging of the excellent know-how held byGroup companies, the Group has continued to implement a wide range of efforts toward
the realization of synergies such as increasing premium income, advancing investment
management, raising business efficiency and other measures.
We acquired Pure, which provides insurance products and services to affluent customers
in the U.S. Not only does this company provide high expected growth into the future, but
has little overlap with the Group’s existing businesses, thus contributing to portfolio
diversification.
Tokio Marine Seguradora S.A. in Brazil reached an agreement with a major state-ownedbanking group in Brazil, regarding the establishment of a joint venture specializing ininsurance for residential loans. Through this initiative, we will pursue diversification of
our insurance product portfolio in Brazil, currently centered on automobile insurance,and expand profitability.
In Myanmar, we established a property and casualty insurance joint venture under theapproval of the Myanmar insurance authorities, and began operations. We aim for fullscale entry into the Myanmar property and casualty insurance market, which is predicted
to experience high growth over the mid-to-long-term.

■Philadelphia■HCC
Net income(million dollars)
400

376

△6.0%
fiscal year 2018

fiscal year 2019

■ Delphi

32

Financial and Other Business
Ordinary income: 95.6 billion yen••

Ordinary profit: 7.0 billion yen

The Group developed its financial services steadily with a focus on its asset managementbusiness, which offers a stable revenue base. Such business includes the management ofpension funds and the management of investment trusts, and has been highly evaluatedby customers.
With respect to other general businesses, the Group continued to engage in temporary
staffing services, property management services and other businesses.

Contributing to a Sustainable Society•••

The Tokio Marine Group has contributed to the advancement of society by providing
safety and security utilizing the knowledge and experience gained over many years in theinsurance business. With the aim of becoming a “Good Company” trusted by all people
and society, we will permanently increase the Group’s corporate value by undertaking
initiatives to resolve social issues and contributing to the creation of a safe, secure, andsustainable future.
In fiscal year 2019, we celebrated 20 years of mangrove planting activities in 9 countries
in the Asia-Pacific region, in collaboration with tree-planting NGOs, etc. Initiatives suchas these have been highly evaluated from outside the Group as well, and we received a“Special Award” in the Sustainable Finance Awards held by the Research Institute forEnvironmental Finance. The Tokio Marine Group achieved carbon-neutral status for 6
consecutive years to fiscal year 2018, and we aim to continue this achievement fromfiscal year 2019.
We have been conducting a series of educational “Disaster Prevention Lessons” since2012, on topics including earthquakes and tsunamis. In fiscal year 2019, in view of theoccurrence of natural disasters in recent years, we added the topics of flooding andlandslide disasters. More than 100,000 children have attended these “Disaster Prevention
Lessons” and our “Green Lessons”, which cover the theme of global environmental
protection.

Issues Facing the Group••In fiscal year 2020, the economic situation in the world and in Japan, is expected toremain harsh for a while due to the impact of the spread of COVID-19, despite eachcountry’s assiduous efforts to use monetary easing and fiscal policy to support theeconomy.
The Tokio Marine Group will continue to work on “further diversification of portfolio”,“strengthening of aligned Group management” and “fully leveraging technology” whilegazing at the impact of the spread of COVID-19 and post-convergence social and market
conditions, the three priority issues in the medium-term business plan “To Be a Good
Company 2020”, reaching its final year.
33

•

•

•

•

•

•

•

•

In our domestic property and casualty insurance business, while impact of natural
disasters on economics and people’s lives is getting more serious, it is an urgent matterfor the Group to contribute to solution of the issue. The Group will earnestly engage insolving these issues with reviewing the content of our property insurance products inorder to continue to provide stable coverage under these conditions, leveraging
technology to facilitate the prompt payment of insurance claims, and the disseminationof disaster prevention and mitigation information actively. In addition, we will also
continue to engage in changes to our insurance product portfolio and utilize technology
to enhance customer convenience and internal operational efficiency.
In the domestic life insurance business, we will continue to promote the “Life Insurance
Revolution to Protect One’s Living” initiative, which provides coverage in fields such as
inability to work and nursing care, and make efforts to appropriately control interest raterisk. In addition, we will proceed with an initiative to develop innovative products andservices by anticipating environmental changes such as the advances in medical
technology and analyzing medical data in collaboration with an external research
institute..
The business model that integrates life insurance and property and casualty insurance,
maximizing the Group’s comprehensive capability through a close collaboration between
them, is a key strength of the Tokio Marine Group, and we will strive to further evolve
this business model.
In the overseas insurance business, we will continue to work on both sustainable organic
growth and strategic M&As to achieve balanced growth in developed countries andemerging countries. We will also continue to engage in pursuing synergies that leverage
the expertise of each Group company.
Regarding asset management, we will continue to strive to strengthen our global asset
management approach based on Asset Liability Management (ALM), in collaboration
with Group companies in Japan and overseas. In addition, we will endeavor to securelong-term, stable investment income and maintain a sound financial base by diversifying
our asset portfolio as well as risks, while closely monitoring changes in the world
economy and financial markets, including the impact of the spread of COVID-19.
What underpins each of these initiatives is human resources. In fiscal year 2019, we
introduced a new personnel system with the aim of securing and recruiting humanresources capable of displaying high-level expertise and management capabilities in a
global context. We will continue to promote this initiative, and proceed with further
strengthening aligned group management. We will actively work to globally leverage theGroup’s human resources, including our overseas staff, and promote more active
participation by female employees. In this way, we will use the expansion of diversity todrive the Group’s growth.
The Group’s basic policy for shareholder returns is to distribute profit by payment ofdividends and we will seek to increase dividends through sustained growth and improved
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 development characterized by high profitability and sustainability based on
soundness. We plan on building up a “Good Company” that is trusted widely bycustomers and the society. We would like to express our sincere appreciation to allshareholders of Tokio Marine Holdings for their continued guidance and support.
34

Notes: 1. Throughout this Business Report, all amounts (including numbers of shares) are
truncated and all ratios are rounded to one decimal place (hereinafter the same shallapply in the financial statement below).
2. Numbers that appear as ordinary income and ordinary profit for each business segment
are shown after adjustments necessary to accurately reflect the actual situation, such as
the exclusion of dividend income from group companies, which is recorded in the
non-consolidated financial results of each subsidiary. Ordinary income and ordinary
profit in our consolidated statement of income are after making adjustments amongaccount items for the total figures for each business segment.
3. “Premiums written” is the total of net premiums written and life insurance premiums.
4. The results of major overseas subsidiaries are shown on a local accounting basis.

35

(2) Four Year Summary of Assets and Earnings of the Group and the Insurance Holding
Companya. The Group's summary of assets and earnings(Yen in millions)(Fiscal year)
2016
2017
2018
2019
Ordinary income
5,232,602
5,399,115
5,476,720
5,465,432
Ordinary profit
387,659
344,939
416,330
363,945
Net income attributable to259,763
273,856
284,183
274,579
owners of the parent
Comprehensive income
169,603
500,528
42,871
2,737
Net assets
3,569,760
3,835,536
3,603,741
3,426,675
Total assets
22,607,603
22,929,935 22,531,402 25,253,966
Note: Major reason for decrease of comprehensive income in this fiscal year was decrease of
unrealized gains on securities due to fluctuations in share price in Japan.

b. The Insurance Holding Company's summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal year)
2016
2017
2018
2019
Operating income
84,702
227,510
299,837
207,867
Dividends received
74,160214,446
280,386
183,163
Insurance subsidiary
68,994
211,789
277,624
180,386
companies, etc.
Other subsidiary
5,166
2,657
2,762
2,776
companies, etc.
Net income
68,666
203,486
278,374
185,892
Net income per share of common
91.15
274.12388.30264.59
share
yen
yen
yen
Yen
Total assets
2,436,616
2,401,883
2,409,066
2,389,910
Share of insurance subsidiary2,329,195
2,308,610
2,313,910
2,316,646
companies, etc.
Share of other subsidiary
74,202
24,91021,963
19,317companies, etc.
(3) The Group's Principal Offices (As of March 31, 2020)
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. Subsidiary companies, etc.
Business
Company
Office namesegment
nameDomestic
Tokio Marine Head Officeproperty& Nichido
Hokkaido
Hokkaido
andBranch and 6
casualty
other branches
insurance
TohokuSendai Branch
and 9 otherbranches
Kanto
Tokyo Central
Branch and 32
other branches
36

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

Established
as ofMarch 20,
1944

Tokai and
Hokuriku

Nisshin Fire
& Marine

Aichi South
Branch and 26
other branches
Kansai
Osaka South
Branch and 24
other branches
Chugoku andHiroshima
Shikoku
Branch and 14
other branches
KyushuFukuoka
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.
HCC
Insurance
Holdings,
Inc.
Privilege
Underwriters,
Inc.
Tokio Marine
Kiln Group
Limited
Tokio Marine
AssetManagement
Co., Ltd.

Head OfficeFinancialand other

Head Office

Head Office

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.
Wilmington,
Delaware,
U.S.A.

May 27,
1987

Wilmington,
Delaware,
U.S.A.
London, U.K.

January 5,
2006

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

December9, 1985

August 6,
1996

July 6,
1981

March 27,
1991

July 11,1994

Notes: 1. This table sets forth major subsidiary companies, etc.
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 and

As of March 31,
201920,46537

As of March 31,
2020
20,397

Increase/Decrease△68casualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

2,240
15,557
2,586
40,8482,258
15,814
2,632
41,101

18
257
46
253

(5) The Group's Principal Lenders (As of March 31, 2020)
Business segment
Domestic property andcasualty insurance

Company nameLenderBalance of loan

Tokio Marine & Nichido

Syndicated loan

261,192 million yen

Note: The arranger of the syndicated loan is The MUFG Bank, Ltd.

(6) The Group's Financing Activities
The Company purchased Privilege Underwriters, Inc., though HCC Insurance Holdings, Inc.
Tokio Marine & Nichido raised 200,000 million yen through issuing a first series of domestic
subordinated unsecured bonds with interest deferral option and early redemption option on
December 24, 2019 in order to partially finance the acquisition of Pure.
(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 (Yen in millions)21,525445
23,458682
46,111

Notes: 1. "Amount" means the aggregate amount of investment in facilities for this fiscal year.
2. Yen amounts include certain capital expenditures in other currencies which were converted
into yen based on exchange rates as of the end of December 2019.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiary Companies, etc. (As of March 31, 2020)
a. Parent company
None.
b. Major subsidiary companies, etc.
Ratio ofCompany nameLocation

Major business

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

Tokyo,Japan

Property andcasualty insurance

38

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

29,30395.2%-

Tokio Marine & Nichido
Life Insurance Co., Ltd.

Tokyo,Japan

Life insurance

Aug. 6, 1996

55,000100.0%-

Tokio Marine Millea
Yokohama,
SAST Insurance Co., Ltd. Japan

Small-amountshort-term
insurance

Sep. 1, 2003

895

100.0%-

Tokio Marine AssetManagement Co., Ltd.

Tokyo,
Japan

Investment
management andInvestment trusts

Dec. 9, 1985

2,000

100.0%-

Tokio Marine North
America, Inc.

Wilmington,
Delaware,
U.S.A

Holding company

June 29, 20110

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

Holding company

July 6, 19810

100.0%(100.0)-Philadelphia Indemnity
Insurance Company

Bala Cynwyd,
Pennsylvania,
U.S.A.

Property andcasualty insurance

Feb. 4, 1927

489

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

Honolulu,
Hawaii,U.S.A.

Property andcasualty insurance

Aug. 6, 1982

465

100.0%(100.0)-

Tokio Marine America
Insurance Company

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

Property andcasualty insurance

Aug. 13, 1998

544

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

Wilmington,
Delaware,
U.S.A.

Holding company

May 27, 19870

100.0%(100.0)-

Safety National Casualty
Corporation

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

Property andcasualty insurance

Nov. 28, 1942

3,264

100.0%(100.0)-

Reliance Standard Life
Insurance Company

Schaumburg,
Illinois,
U.S.A.

Life insurance

Apr. 2, 1907

6,094

100.0%(100.0)-39

Life insurance

Aug. 16, 1983

76

100.0%(100.0)-HCC Insurance Holdings, Wilmington ,Inc.
Delaware,
U.S.A.

Holding company

Mar. 27, 1991

0

100.0%(100.0)-

Houston Casualty
Company

Dallas,Texas,U.S.A.

Property andcasualty insurance

May 27, 1981

544

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

Dallas,Texas,U.S.A.

Property andcasualty insurance

Oct. 28, 1986457

100.0%(100.0)-HCC Life Insurance
Company

Indianapolis,
Indiana,
U.S.A.

Life insurance

Dec. 3, 1980

272

100.0%(100.0)-Privilge Underwriters,
Inc.

Wilmington,
Delaware,
U.S.A.

Holding company

Jan 5, 20060

100.0%(100.0)-

Tokio Marine Kiln Group
LimitedLondon,U.K.

Holding company

July 11, 1994

134

100.0%(100.0)-

Tokio Marine
Underwriting Limited

London,U.K.

Property andcasualty insurance

Oct. 27, 20080

100.0%(100.0)-HCC International
Insurance Company PLC

London,U.K.

Property andcasualty insurance

July 22, 1981

20,444100.0%(100.0)-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company

Mar. 12, 1992

127,597

100.0%(100.0)-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

Property andcasualty insurance

July 11, 1923

7,637

100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

2,749

85.7%
(85.7)-

Tokio Marine Insurans(Malaysia) Berhad

Kuala
Lumpur,Malaysia

Property andcasualty
insurance

Apr. 28, 1999

10,174100.0%(100.0)-

Tokio Marine Life
Insurance Malaysia Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

5,699

100.0%(100.0)-

Reliance Standard Life
Insurance Company of
Texas

Houston,Texas,U.S.A.

40

IFFCO-Tokio General
Insurance Co. Ltd.

New Delhi,
India

Property andcasualty
insurance

Sep. 8, 2000

3,961

49.0%
(49.0)-

Edelweiss Tokio Life
Insurance Company
LimitedMumbai,
India

Life insurance

Nov. 25, 2009

4,516

49.0%
(49.0)-

Tokio Marine Safety
Insurance (Thailand )Public Company Limited

Bangkok,Thailand

Property andcasualty
insurance

Feb. 3, 2020

13,68399.3%(99.3)-

Tokio Marine Seguradora
S.A.

Sao Paulo,
BrazilProperty andcasualty insurance

June 23, 1937

20,17697.8%(97.8)-

Hollard Holdings
Proprietary Limited

Johannesburg, Holding company
South Africa

Mar. 30, 1972

0

22.5%
(22.5)-

Hollard International
Proprietary Limited

Johannesburg, Holding company
South Africa

Apr. 20, 201522.5%
(22.5)-

25,339Notes: 1. This table sets forth major subsidiary companies, etc.
2. Privilege Underwriters, Inc. is included in the table since it became a subsidiary, etc. of theCompany as of February 7, 2020.
3.Tokio Marine Safety Insurance (Thailand) Public Company Limited is included in the table as
it became a subsidiary, etc. of the Company as of February 3, 2020 due to merger between
Safety Insurance (Thailand) Public Company Limited and the other subsidiary, etc. of theCompany.
4. Safety Insurance (Thailand) Public Company Limited is not shown in the table due to since it
ceased to be a subsidiary company, etc. due to dissolution in connection with above merger.
5. With regard to the amounts of capital of the company that holds capital in foreign currency,
the amounts of capital shown above have been converted to yen based on the currency
exchange rate on the closing date of the fiscal year of the Company.
6. Figures in brackets shown under the Company’s voting rights reflect the ratio of voting rights
indirectly held by the Company.

(9) The Group's acquisition and transfer of business
Date of transactions
February 7, 2020

Outline of transactions
HCC Insurance Holdings, Inc. acquired 100% of the outstanding
shares of Privilege Underwriters, Inc., which operates insurance
business specializing in the U.S. high net worth market, from existing
shareholders. The acquisition price was approximately 3.1 billion
dollars.
The outline of the target company and the purpose of share acquisitionis as follows.
Outline of the target company
Company name: Privilege Underwriters, Inc.
Location: Wilmington, Delaware, U.S.A.
Business: Holding company for a management company and an
insurance company, etc.
- Purpose of the share acquisition
The acquisition will allow the Group to further expand ourinternational business in both scale and profit, and improve the capitalefficiency of the Group as a whole and achieve sustainable profit
41

growth by building a further diversified business portfolio.

(10) Other Important Matters Concerning the Current State of the GroupNone.

2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2020)
Name

Position and responsibilities

Major concurrent posts

Tsuyoshi Nagano

Chairman of the Board

Director (Outside Director) of Seiko Holdings
Corporation

Satoru Komiya

Representative Director andPresident & Chief Executive
Officer

Chairman of the Board of Tokio Marine & Nichido

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

Makoto Okada

Executive Vice President

Executive Vice President of Tokio Marine &NichidoGroup CSSO (Group Chief
Strategy and Synergy
Officer)Group CDO (Group Chief
Digital Officer)
In charge of Strategy and
Synergy Dept.
Takayuki Yuasa

Representative Director andExecutive Vice President

Executive Vice President of Tokio Marine &NichidoGroup CFO (Group Chief
Financial Officer)
In charge of Corporate
Planning Dept., ComplianceDept. and Legal Dept.

Hirokazu Fujita

Senior Managing Director

Senior Managing Director of Tokio Marine &NichidoGroup CIO (Group Chief
Investment Officer)
In charge of Financial
Planning Dept. andCorporate Accounting Dept.

Akira Harashima

Representative Director andSenior Managing Director
Head of International
42

Senior Managing Director of Tokio Marine &NichidoInsurance Business
Co-Head of International
Business
In charge of International
Business Development Dept.
(management of North
America and the Middle
East)
Kenji Okada

Managing Director

Managing Director of Tokio Marine & Nichido

Group CRO (Group Chief
Risk Officer)
In charge of Risk
Management Dept.
Shinichi Hirose

Director

President & Chief Executive Officer of Tokio
Marine & Nichido

Akio Mimura

Director(outside director)

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

Masako Egawa

Director(outside director)

Professor, Graduate School of Business
Administration, Hitotsubashi University
Director of Mitsui Fudosan Co., Ltd. (outside
director)

Takashi Mitachi

Director(outside director)

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

Nobuhiro Endo

Director(outside director)

Chairman of the Board of NEC Corporation
Director of Sumitomo Dainippon Pharma Co., Ltd.
(outside director)
Director of Japan Exchange Group, Inc. (outside
director)
Vice Chairman of Japan Association of Corporate
Executives

Takashi Ito

Audit & Supervisory Board
Member (full-time)-

Shozo Mori

Audit & Supervisory Board
Member (full-time)-

43

Akinari Horii

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

Director and Special Advisor of The Canon Institutefor Global Studies

Akihiro Wani

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

Attorney-at-law

Nana Otsuki

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

Executive Officer and Chief Analyst of Monex, Inc.
Professor, Graduate School of Division of Business
Administration, Nagoya University of Commerce &Business
Director of Credit Saison Co., Ltd. (outside director)

Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside directors
and outside company auditors defined by Article 2, paragraph 3, item 5 of the Enforcement
Regulations of the Companies Act of Japan (hereinafter the same shall apply in this Business
Report).
2. Mr. Akio Mimura, Ms. Masako Egawa, Mr. Takashi Mitachi, Mr. Nobuhiro Endo, Mr. Akinari
Horii, Mr. Akihiro Wani and Ms. Nana Otsuki are “independent directors/auditors” asspecified by the Tokyo Stock Exchange, Inc.
3. Mr. Makoto Okada resigned his position as Executive Vice President of the Company on
March 31, 2020 and assumed his position as Vice President Executive Officer of Tokio
Marine & Nichido effective as of April 1, 2020.
4. Ms. Masako Egawa assumed her position as Specially Appointed Professor, Graduate Schoolof Business Administration, Hitotsubashi University effective as of April 1, 2020.
5. Mr. Takashi Ito was General Manager of the Corporate Planning Dept. of the Company andhas extensive insight regarding finance and accounting matters.
6. Mr. Akinari Horii has many years of experience in his roles at the Bank of Japan as an
executive or regular employee and has extensive insight regarding finance and accounting
matters.
7. Mr. Akihiro Wani has many years of experience in his role as a corporate lawyer acting for
financial institutions on legal matters and has extensive insight regarding finance andaccounting matters.
8. Ms. Nana Otsuki has many years of experience as an analyst in financial institutions and has
extensive insight regarding finance and accounting matters.

(2) Remuneration, etc. to Directors and Audit & Supervisory Board Members

Directors
Audit &
Supervisory
Board
Members
Total

Number of persons to receive
remuneration, etc.

Remuneration, etc.

17 persons

521 million yen

5 persons

117 million yen

22 persons

638 million yen

Notes: 1. “Number of persons to receive remuneration, etc.” includes 5 directors who resigned these
positions from the close of the 17th ordinary general meeting of shareholders held on June 24,
2019.
2. “Remuneration, etc.” includes the amounts paid to 5 directors referred to in Note 1 above.
3. Remuneration, etc. in connection with share acquisition rights granted to directors is 121
million yen.
4. Based on the resolution adopted at the 17th ordinary general meeting of shareholders held on

44

June 24, 2019, the total amount of remuneration, etc. of directors shall be no more than 75
million yen per month (of which remuneration, etc. for outside directors shall be no morethan 7.5 million yen). In addition, the total amount of remuneration, etc. in connection withshare acquisition rights granted to directors shall be no more than 210 million yen per year(of which remuneration, etc. for outside directors shall be no more than 21 million yen).
5. Based on the resolution adopted at the 9th ordinary general meeting of shareholders held on
June 27, 2011, the total amount of remuneration, etc. for audit & supervisory board members
shall be no more than 12 million yen per month.

(3) Limitation of Liability
Name

Outline of the contract to limit liability

Akio Mimura (outside director)
Masako Egawa (outside director)
Takashi Mitachi (outside director)
Endo Nobihiro (outside director)
Akinari Horii (outside audit & supervisoryboard member)
Akihiro Wani (outside audit & supervisoryboard member)
Nana Otsuki (outside audit & supervisoryboard member)

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

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Posts (As of March 31, 2020)
The other posts of outside directors and outside audit & supervisory board members are as
described above in “2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2020)”.
Of the entities at which outside directors and outside audit & supervisory board members haveother posts, Japan Post Holdings Co., Ltd., where Mr. Akio Mimura serves as outside director,
has a subsidiary operating in the life insurance industry. Rakuten, Inc., where Mr. Takashi
Mitachi serves as outside director, has subsidiaries operating in the property and casualty
insurance industry and the life insurance industry.
The Company also has subsidiaries operating in the property and casualty insurance industry
and the life insurance industry, and its business domain overlaps with those of both companies
indicated above.
(2) Principal Activities
Current term
Name
in officeAkio Mimura(outside director)

9 years and 9monthsAttendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

Attended 10 of the 11 boardof directors' meetings held
during fiscal year 2019.

He has fulfilled his supervisory
functions by presenting inquiries andremarks, based on his insight as a
specialist in business management
acquired through many years ofexperience in a management role.

45

Masako Egawa(outside director)

Takashi Mitachi(outside director)

Nobuhiro Endo

4 years and 9 Attended all 11 board ofmonthsdirectors' meetings held
during fiscal year 2019.

She has fulfilled her supervisory
functions by presenting inquiries andremarks, based on her insight into
corporate management, etc.
acquired through many years ofexperience in financial institutions,involvement in academic activities
related to corporate governance andexperience at The University ofTokyo as an Executive Vice
President.

2 year and 9monthsAttended all 11 board of
directors' meetings held
during fiscal year 2019.

He has fulfilled his supervisory
functions by presenting inquiries andremarks, based on his insight as a
specialist in business management
acquired through many years ofexperience in a consulting firm and amanagement role.

9 months

After assuming theposition, attended 8 of the 9board of directors' meetings
held during fiscal year
2019.

He has fulfilled his supervisory
functions by presenting inquiries andremarks, based on his insight as a
specialist in business management
acquired through many years ofexperience in a management role.

8 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2019.

He has fulfilled his audit functions
by presenting inquiries andremarks, based on his insightacquired through many years ofexperience in his role as an executive
or a regular employee of the Bank ofJapan.

5 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2019.

He has fulfilled his audit functions
by presenting inquiries andremarks, based on his insightacquired through many years ofexperience in his role as an attorneyat-law.

1 year and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
fiscal year 2019.

She has fulfilled her audit functions
by presenting inquiries andremarks, based on her insight as a
specialist in business management
acquired through many years ofexperience as an analyst in financial
institutions.

(outside director)

Akinari Horii(outside audit &supervisory board
member)Akihiro Wani(outside audit &supervisory board
member)Nana Otsuki(outside audit &supervisory board
member)Notes: 1. Current term in office is the length of the term held as of March 31, 2020.
2. Description in the "Attendance of board meetings etc." and "Major activities including theremarks made at board meetings etc." includes attendance of audit & supervisory board
meetings and major activities including the remarks made at audit & supervisory board
meetings, as well as said matters at the board of director’s meetings.
3. All 11board of directors' meetings held during fiscal year 2019 were ordinary meetings. All
11 audit & supervisory board meetings held during fiscal year 2019 were ordinary meetings.

46

(3) Remuneration , etc.

Total amount of
remuneration,

Number of persons toreceive remuneration,etc.

Remuneration, etc.
received from theinsurance holding
company

Remuneration, etc. received fromthe parent company, etc. of theinsurance holding company

8 persons

104 million yen-

etc.
Notes: 1. "Number of persons to receive remuneration, etc. " includes 1 outside director who resigned
this position from the close of the 17 th ordinary general meeting of shareholders held on June24, 2019.
2. "Remuneration, etc. received from the insurance holding company" includes the amounts
paid to the outside director referred to in Note 1 above.
3. Of the "Remuneration, etc. received from the insurance holding company", remuneration, etc.
in connection with share acquisition rights was 10 million yen.
4. The breakdown of the remuneration, etc. is as follows.
- Outside directors: 5 persons, 59 million yen- Outside audit & supervisory board members: 3 persons, 45 million yen(4) Comments of Outside Directors and Outside Audit & Supervisory Board Members
No comments with regard to (1) to (3) above.

4. Matters Concerning Common Shares(1) Number of Shares (As of March 31, 2020)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 702,000 thousand shares (including 4,129 thousand
treasury shares)(2) Total Number of Shareholders (As of March 31, 2020)
75,979(Composition ratio by type of shareholders)

Financial institutions:
Financial instruments firms:
Other domestic companies:
Foreign companies:
Individuals and others:
Treasury shares:

40.0%
4.3%
6.6%
36.6%
11.9%
0.6%

(3) Major shareholders (As of March 31, 2020)
Capital contribution
to the Company
Shareholders
Number ofshares held
47

Ratio ofshares held

thousand shares%

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

62,433

8.9

Japan Trustee Services Bank, Ltd. (Trust Account)

46,105

6.6

Meiji Yasuda Life Insurance Company

15,779

2.3

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

14,3682.1

SSBTC CLIENT OMNIBUS ACCOUNT

13,973

2.0

Japan Trustee Services Bank, Ltd. (Trust Account 9)13,499

1.9Japan Trustee Services Bank, Ltd. (Trust Account 7)

13,158

1.9

JP Morgan Chase Bank 385151

11,513

1.6

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

10,832

1.6

State Street Bank West Client - Treaty 505234

9,867

1.4

Notes: 1. 10,832 thousand shares held by The Master Trust Bank of Japan, Ltd. Retirement Benefits Trust
Account for Mitsubishi Corporation are assets entrusted by Mitsubishi Corporation for its retirement
benefits trust.
2. The ratio of shares held is calculated after deducting 4,129 thousand treasury shares held by theCompany.

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 (collectively, “Company Officers, etc.”) as remuneration for the performance of theirrespective duties as of March 31, 2020:
Number ofshareacquisitionrights (as ofMarch 31,
2020)
July 2007
Share
Acquisition
RightsAugust 2008
Share
Acquisition
RightsJuly 2009
Share
Acquisition
Rights3Class andnumber ofsharesunderlying
shareacquisitionrights (as ofMarch 31,2020)
300
commonsharesAmountpayable atissuance

491,700 yen

12

1,200
commonshares353,300 yen

26

2,600
commonshares237,600 yen

48

Amount to be
paid upon
exercise ofshareacquisitionrights1 yen pershare

Exerciseperiod30 years fromthe allotmentof the shareacquisitionrightsJuly 2010
39
3,900
234,400 yen 1 yen per
30 years from
Sharecommonshare
the allotment
Acquisition
sharesof the share
RightsacquisitionrightsJuly 2011
147
14,700219,500 yen
SharecommonAcquisition
sharesRightsJuly 2012205
20,500181,900 yen
SharecommonAcquisition
sharesRightsJuly 2013
231
23,100332,600 yen
SharecommonAcquisition
sharesRightsJuly 2014
425
42,500310,800 yen
SharecommonAcquisition
sharesRightsJuly 2015
516
51,600500,800 yen
SharecommonAcquisition
sharesRightsJuly 2016
851
85,100337,700 yen
SharecommonAcquisition
sharesRightsJuly 2017
941
94,100455,100 yen
SharecommonAcquisition
sharesRightsJuly 2018
1,220
122,000
500,700 yen
SharecommonAcquisition
sharesRightsJuly 2019
1,601
160,100
523,700 yen
SharecommonAcquisition
sharesRights
Notes: 1. All share acquisition rights are issued by the Company pursuant to a stock-linked
compensation plan.
2. The share acquisition rights set forth in the table above are, pursuant to Article 238,
Paragraph 1 and Paragraph 2 of the Companies Act and Article 240 of the same Act, issued to
the Company Officers, etc. by set-off against monetary remuneration claims that areconsideration for execution of duties at the respective company.
3. Company Officers, etc. that are holders of share acquisition rights may only exercise shareacquisition rights after he/she has resigned from his/her position as a director, audit &supervisory board member, or executive officer of the respective entity.

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

Number ofshareacquisitionrightsClass andnumber ofsharesunderlying
shareacquisitionrightsDirectors (except outside
directors)
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights49

Outside Directors
Number of
persons
holdingshareacquisitionrightsNumber ofshareacquisitionrightsAudit & Supervisory
Board Members
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrightsJuly 2010
Share
Acquisition
Rights7700
commonshares--1 person

7--

July 2011
Share
Acquisition
Rights46

4,600
commonshares1 person39

1 person

7--

July 2012
Share
Acquisition
Rights81

8,100
commonshares2 persons72

1 person

9--

July 2013
Share
Acquisition
Rights70

7,000
commonshares2 persons50

1 person7

1 person

13

July 2014
Share
Acquisition
Rights56

5,600
commonshares2 persons42

1 person6

1 person

8

July 2015
Share
Acquisition
Rights99

9,900
commonshares3 persons91

2 persons

8--

July 2016
Share
Acquisition
Rights117

11,700commonshares3 persons105

2 persons

12

-

-

July 2017
Share
Acquisition
Rights106

10,600commonshares3 persons91

3 persons

15

-

-

July 2018
Share
Acquisition
Rights133

13,300commonshares5 persons118

3 persons

15

-

-

July 2019
Share
Acquisition
Rights237

23,700commonshares8 persons217

4 persons

20

-

-

Note: As of March 31, 2020, the directors and audit & supervisory board members of the Company have beenallotted the number of share acquisition rights to settle their monetary remuneration claims accrued asconsideration for their service in the respective companies set forth in this table. The directors and audit &supervisory board members of the Company who were also executive officers of the Company ordirectors or executive officers of the Company's major subsidiaries at the time of the issuance of the shareacquisition rights have been allotted the number of share acquisition rights set forth below in theircapacity as directors or executive officers of these companies.
The July 2011 Share Acquisition Rights: 60
The July 2012 Share Acquisition Rights: 61
The July 2013 Share Acquisition Rights: 48
The July 2014 Share Acquisition Rights: 76
The July 2015 Share Acquisition Rights: 67
The July 2016 Share Acquisition Rights: 37
The July 2017 Share Acquisition Rights: 73
The July 2018 Share Acquisition Rights: 67
The July 2019 Share Acquisition Rights: 98(2) Share Acquisition Rights Allotted to Employees, etc. during the Fiscal Year50

Number ofshareacquisitionrightsClass andnumber ofsharesunderlying
shareacquisitionrightsDirectors and employees ofsubsidiaries

Employees
Number of
persons
allottedshare
acquisitionrights13 persons

Number ofshareacquisitionrightsNumber of
persons
allotted shareacquisitionrightsNumber ofshareacquisitionrightsJuly 2019
1,266
126,600221
69 persons
1,045
Share
commonAcquisition
sharesRightsNote: The number of employees' share acquisition rights described in the above table includes the number ofshare acquisition rights allotted to the employees of the Company who were also directors or executive
officers of the Company's major subsidiaries at the time of the issuance of such share acquisition rights tosettle their monetary remuneration claims accrued as consideration for their service in the respective
companies. "Employees" in the above table are executive officers who are not directors of the Company.

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

PricewaterhouseCoopers
Aarata LLC
Designated Limited
Liability Partners:

Remuneration, etc. for fiscal year 2018

Other matters

145 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.

Masahiko Nara Arakawa
Takashi Idesawa
Yuko Harada

Notes: 1. The Audit & Supervisory Board of the Company has conducted necessary verification on theproperness of the auditor’s audit plan, the performance of the audit and the grounds for theauditor’s estimate of remuneration, etc. and has consented to the amount of the auditor’s
remuneration, etc. as set forth in paragraph 1, Article 399 of Companies Act of Japan.
2. The audit engagement letter entered into between the Company and the independent auditor
does not clearly distinguish between the remuneration, etc. for audit services required by theCompanies Act of Japan and the remuneration, etc. for a part of audit services required by the
Financial Instruments and Exchange Act of Japan for these services are practicallyinseparable.
3. The total amount of cash and other financial benefits payable to the independent auditor by
the Company and its subsidiaries is 924 million yen.

(2) Agreements for Limitation of Liability
None.
(3) Other matters Concerning the Independent Auditor
a. Policy regarding dismissals or decisions not to reappoint an independent auditor
The Company has adopted a policy regarding decisions on dismissing or not reappointing an
independent auditor as described below.
The Audit & Supervisory Board shall dismiss an independent auditor if the independent
auditor is deemed to fall under any of the items of Article 340, paragraph 1 of the Companies
Act of Japan, based on the consent of all of the Audit & Supervisory Board members. The
51

Audit & Supervisory Board comprehensively evaluates the professional knowledge, audit
ability, audit quality, independence from the Company, and other qualifications of the
independent auditor according to the evaluation criteria established by the Audit &Supervisory Board. If the Audit & Supervisory Board finds any problems in the qualificationof an independent auditor or otherwise considers it appropriate to dismiss or not reappoint theindependent 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, etc. 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, etc. are audited by audit firms overseas,
including the member firms of PricewaterhouseCoopers which is affiliated with
PricewaterhouseCoopers Aarata LLC.

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

8. System to assure appropriate business operations(1) Overview of the Resolution on Establishment of a System to Assure Appropriate
Business Operations
The Company has formulated its “Basic Policies for Internal Controls” below pursuant to theCompanies Act and the Ordinance for Enforcement of the Companies Act and establish thesystem to assure appropriate business operations (internal control system).
1. System for ensuring proper operations within the Tokio Marine Group (the "Group")(1)Based on the Tokio Marine Group corporate philosophy, the Company, as the holding
company controlling the businesses of the Group, by establishing both the Group's basic
policies for the administration of Group companies and a system of reporting to the Boardof Directors, shall implement the Company's management system for all Group companies.
a. The Company shall administer the business of Group companies under its direct
management ("Managed Companies") by concluding business management agreements withthem and through other means.
(a) The Company shall provide Managed Companies with the Group's basi c 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 Managed Companies
shall be subject to the Company's prior approval.
(c) Managed Companies shall report to the Company their initiatives based on the Group's
basic policies and the progress of their business plans.
b. The business management of Group companies other than Managed Companies shall, in
principle, be made through Managed Companies.
(2)The Company shall establish the Group’s basic policy for capital allocation and implement
systems for operating the capital allocation program.
(3)The Company shall establish the Group's basic policy for accounting, understand its
consolidated financial position and the Group companies' financial positions, and52

implement systems for obtaining approval from, and submitting reports to, shareholders
and supervisory organizations and submitting tax returns to authorities in a proper manner.
(4)The Company shall establish the Group's basic policy for internal controls over financial
reporting and implement systems for ensuring the appropriateness and reliability offinancial reporting.
(5)The Company shall establish the Group's basic policy for disclosure and implement systems
for disclosing information on corporate activities in a timely and proper manner.
(6)The Company shall establish the Group's basic policy for IT governance and implement
systems for achieving IT governance.
(7)The Company shall establish the Group's basic policy for personnel matters with a view toenhancing 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.
2. System for ensuring the execution of professional duties in accordance with applicable laws,
regulations and the Articles of Incorporation(1)The Company shall establish the Group's basic policy for compliance and implement
compliance systems.
a. The Company shall establish a department supervising compliance.
b. The Company shall formulate the Group’s code of conduct and ensure that all directors andemployees of the Group respect such code of conduct and give top priority to compliance inall phases of the Group's business activities.
c. The Company shall have Managed Companies prepare compliance manuals and widely
promote compliance within the Group by means of training on laws, regulations, interna lrules and other matters that 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 Managed Companies and, in addition to usual reporting
routes, set up hotlines (internal whistle-blower systems) to an internal and externalorganization and keep all directors and employees of the Group well informed as to the useof the systems.
(2)The Company shall establish an internal audit department separate and independent of otherdepartments, establish the Group's basic policy for internal audits of the Group andimplement systems for efficient and effective internal audits within the Company andGroup companies.
3. System for risk management(1)The Company shall establish the Group's basic policy for risk management and implement
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 Managed Companies perform risk management
appropriate to its types of business and its risk characteristics.
(2)The Company shall establish the Group's basic policy for integrated risk management andperform quantitative risk management across the entire Group to maintain credit ratingsand prevent bankruptcies.
(3)The Company shall establish the Group's basic policy for crisis management and implement53

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 chain ofcommand.
(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 systems for ensuring efficient execution of professional duties
at the Group companies as well as the Company in addition to the above (1) to (4).
5. System for preserving and managing information concerning the execution of directors'
dutiesThe Company shall establish rules for the preservation of documents and other materials.
The minutes of important meetings and documents containing material information
regarding the execution of duties by the directors and the executive officers shall bepreserved and managed appropriately in accordance with such rules.
6. Matters concerning support personnel to the Audit & Supervisory Board members(1)The Company shall establish the “Office of Audit & Supervisory Board” under the directcontrol of the Audit & Supervisory Board members for the purpose of supporting them inthe performance of their duties. Upon request of the Audit & Supervisory Board members,
the Company shall assign full-time employees having sufficient knowledge and ability tosupport the members in the performance of their duties.
(2)Employees assigned to the Office of Audit & Supervisory Board shall perform duties
ordered by the Audit & Supervisory Board members and other work necessary forproceeding with audits, and such employees shall have the right to collect informationnecessary for audit purposes.
(3)Performance evaluations, personnel transfers and disciplinary action concerning such
employees shall be made with the approval of the full-time members of the Audit &Supervisory Board.
7. System of reporting to the Audit & Supervisory Board(1)Directors and employees shall regularly report to the Audit & Supervisory Board on
management, financial condition, compliance, risk management, internal audits and othermatters. In the event that they detect a material violation of laws, regulations or internal
rules concerning the execution of operations of the Company or a Group company or a fact
likely to cause significant damage to the Company or the Group, they shall immediately
report thereof to the Audit & Supervisory Board.
(2)The Company shall establish a system to ensure that the Audit & Supervisory Board
members shall be notified by directors and employees or those who receive reports fromthem, in the event that they detect a material violation of laws, regulations or internal rules
concerning the execution of operations of the Company or a Group company, or a fact54

likely to cause considerable damage to the Company or the Group.
(3)The Company shall establish systems necessary to ensure that directors and employees whoreport the matters described in the preceding paragraph to the Audit & Supervisory Board,shall not be given any disadvantageous treatment as a result.
(4)Directors and employees shall regularly report to the Audit & Supervisory Board on matterssuch as how the hotlines (the internal whistle-blower system) are used and reports andconsultations 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 &Supervisory Board members by assisting in the audit process and through other means.
(5)The Company shall pay all the expenses and fees incurred in the execution of duties by the
Audit & Supervisory Board members, except to the extent that the Company proves thatsuch expenses are not necessary
Amended April 1, 2020
(Note) Board of directors' meetings held on March 23, 2020 resolved to amend the Company's
Basic Policies for Internal Controls effective on April 1, 2020, as stated above.

(2) Overview of Implementation of Internal Control Systema. Internal Control System in General
The Company has formulated its “Basic Policies for Internal Controls” and, in accordancewith these Policies, the Company has established an internal control system for the entire
Group including management control of group companies, compliance, risk management,internal audits and audits by Audit & Supervisory Board Members, through which it endeavors
to ensure proper operations while raising corporate value. The Company monitors the status
and practical application of the Internal Control System, and the Board of Directors confirms
the details of the monitoring based on deliberations at the Internal Control Committee. In thisfiscal year, it has been confirmed that, as in the previous fiscal year, across the whole Group,
there are no significant deficiencies in internal control.

b. Efforts related to Management Control of Group Companies
The Company has formulated various basic policies that the Group is required to comply within order to ensure proper Group operations and to ensure compliance with laws, regulations
and the Articles of Incorporation of the Company. The Company also reviews the policies each55

year to determine whether any new policies or revisions to existing policies are necessary andthe Company has revised a part of such basic policies this fiscal year.
In the Group’s basic policies about management of Group companies, certain material items
relating to the businesses of the Company’s major Group companies for which prior approval
from or report to the Company is required are identified. In accordance with these policies, theCompany gives prior approval to business and other plans of major Group companies.

c. Efforts related to Compliance
The Group conducts training each year to inform directors and officers of laws, regulations
and internal rules that directors and officers are required to comply with.
The Group has also installed hotlines for directors and officers to report internally regarding
potential compliance issues, as well as informing them about use of the hotlines throughtraining and other methods and responding to reports. In addition, the Group installed ahotline that can handle internal reports in multiple languages from Japan and abroad.
In order to continuously enhance the compliance system across the whole Group, the Group is
focusing on working to improve the system in the areas where a globally consistent responseis required such as measures to comply with economic sanctions and prevent money
laundering and terrorism funding as well as for personal information protection. In addition,
this fiscal year, we appointed a Group Chief Legal and Compliance Officer (Group CLCO) as
head of the legal and compliance activities of the Group in order to further strengthen both its
legal and compliance functions.

d. Efforts related to Risk Management
The Company identifies risks that may have material effect on the financial soundness andcontinuity of operations of the Company, establishes countermeasures against such risks,deliberates on the implementation of such countermeasures at the Internal Control Committee
and confirms their effectiveness at board of directors’ meetings. In this fiscal year, in order toaddress cyber risk, in addition to integrating our global cybersecurity surveillance systems ineach region, we have also endeavored to increase the number of the personnel engaged in thefield of cybersecurity. In addition, given that events that attract worldwide attention are to beheld in Japan, and the occurrence of terrorist attacks in countries around the world, the Grouphas provided basic training on counter-terrorism measures and simulation training for dealing
with incidents of domestic terrorism. In order to maintain credit ratings and forestallbankruptcy, the Board of Directors conducts a multi-faceted investigation to confirm that theGroup’s real net assets are at a sufficient level compared to the risks the Group faces andconfirms that financial soundness is maintained.

e. Efforts related to Internal Audits
In order to achieve management objectives effectively, the Company conducts internal auditsof the operations of each department, and offers recommendations regarding improvements forany issues that are identified. In addition, we request Group companies to conduct efficientand effective internal audits in accordance with the type and degree of risk, while monitoring
the implementation status of internal audits at Group companies and the status of their internal
control systems, mainly through reports of the results of their internal audits.
In this fiscal year, the Company has consolidated the internal auditors of medium or small
56

sized domestic group companies to the Company so that they can be directly audited by theInternal Audit Department of the Company in order to stabilize the internal audit system andimprove the quality of internal audits by adopting a team approach, etc.

f. Efforts to Ensure Efficient Audits by Audit & Supervisory Board Members
The Company provides information to Audit & Supervisory Board Members sufficient toensure effective audit by the Audit & Supervisory Board Members such as by having themattend meetings of the Board of Directors and other important meetings, as well as providingthem access to important financial reports, which allows them to evaluate directors’ executionof their duties.
The Company’s Internal Audit Department also collaborates with Audit & Supervisory Board
Members by providing information on the internal audit plan and the outcome of the internal
audit.
In addition, the Company reports to Audit & Supervisory Board Members four times a year on
the implementation of the internal reporting hotline.

9. Items related to Specified Wholly-owned Subsidiary(1) Name and Address of the Specified Wholly-owned Subsidiary
Tokio Marine & Nichido Fire Insurance Co., Ltd.
2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan(2) The Total Book Value of Shares of the Specified Wholly-owned Subsidiary Owned by
the Company and its Wholly-owned Subsidiaries and Other Related Companies as of
the End of the Fiscal Year
2,098,509 million yen(3) Total Amount Recorded in the Assets Section of the Balance Sheet pertaining to theCompany’s Current Fiscal Year2,389,910 million yen

10. Matters Concerning Transactions with the Parent Company
None.

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

12. Other Matters
None.

57

Consolidated Balance Sheet as of March 31, 2020
(Yen in millions)
As of March 31, 2020
AssetsCash and bank deposits

820,873

Receivables under resale agreements

999

Receivables under securities borrowing transactions
Monetary receivables bought

4,612
1,363,752

Money trusts

2,103

Securities

17,875,998

Loans

1,524,100

Tangible fixed assets

315,216Land

133,825

Buildings

134,346

Construction in progress

4,206

Other tangible fixed assets

42,837

Intangible fixed assets

1,101,306

Software43,992

Goodwill

533,432

Other intangible fixed assets

523,880

Other assets

2,217,451

Net defined benefit assets

2,710

Deferred tax assets

33,888Customers' liabilities under acceptances and guarantees

2,114

Allowance for doubtful accounts(11,162)

Total assets

25,253,966

Liabilities
Insurance liabilities

17,222,596

Outstanding claims

2,995,636

Underwriting reserves

14,226,960

Corporate bonds

270,536

Other liabilities

3,628,726

Payables under securities lending transactions
Other liabilities
Net defined benefit liabilities

1,620,178
2,008,548
245,966

Provision for employees' bonus

70,698Reserves under special laws

118,071

Price fluctuation reserve
Deferred tax liabilities

118,071

Negative goodwill

28,911

Acceptances and guarantees

2,114

239,668

Total liabilities

21,827,291

Net assets
Share capital

150,000

Retained earnings

1,800,292

Treasury shares(23,210)

Total shareholders' equity
Unrealized gains (losses) on available-for-sale securities
Deferred gains (losses) on hedge transactions

58

1,927,082
1,435,437
11,427

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

8,042(9,840)1,445,066

Share acquisition rights

2,545

Non-controlling interests

51,980Total net assets

3,426,675

Total liabilities and net assets

25,253,96659

Consolidated Statement of Income for fiscal year 2019
(Yen in millions)Fiscal year 2019
(April 1, 2019 to March 31, 2020)

5,465,432

Ordinary income

4,701,979

Underwriting income

3,598,396

Net premiums written
Deposit premiums from policyholders

77,041

Investment income on deposit premiums

39,466

Life insurance premiums

981,900
5,174
642,214

Other underwriting income
Investment income
Interest and dividends

513,041

Gains on trading securities

18,016

Gains on sales of securities

142,625

Gains on redemption of securities

541
7,456
(39,466)

Other investment income
Transfer of investment income on deposit premiums

121,238
10,229111,009
5,101,486

Other ordinary income
Amortization of negative goodwill
Other ordinary income
Ordinary expenses
Underwriting expenses

4,096,249

Net claims paid

2,057,707

Loss adjustment expenses

145,299

Agency commissions and brokerage

694,708

Maturity refunds to policyholders

158,337
18

Dividends to policyholders

Losses on sales of securities

412,721
128,992
489,344
9,120
82,93850
12,723

Impairment losses on securities

26,577

Life insurance claims
Provision for outstanding claims
Provision for underwriting reserves
Other underwriting expenses
Investment expenses
Losses on money trusts

772

Losses on redemption of securities

Operating and general administrative expenses

12,8098,449
21,554
892,776

Other ordinary expenses

29,522Losses on derivatives
Losses on separate account
Other investment expenses

18,940Interest expenses
Increase in allowance for doubtful accounts

808

Losses on bad debts

133
4,445
5,195
363,945

Equity in losses of affiliates
Other ordinary expenses
Ordinary profit

60

(Yen in millions)Fiscal year 2019
(April 1, 2019 to March 31, 2020)

9,695

Extraordinary gains

173

Gains on disposal of fixed assets

4,454
4,336

Gains on step acquisition
Gains on sales of shares of subsidiaries andaffiliates
Other extraordinary gains

731
19,513Extraordinary losses

Income before income taxes and non-controlling interests

1,941
6,386
9,614
9,614
0
209
1,359
354,127

Income taxes - current

118,662

Income taxes - deferred(26,372)

Total income taxes

92,289Net income

261,838

Losses on disposal of fixed assets
Impairment losses on fixed assets
Provision for reserves under special laws
Provision for price fluctuation reserve
Losses on reduction of real estate
Losses on sales of shares of subsidiaries and affiliates
Other extraordinary losses

Net income attributable to non-controlling interests
Net income attributable to owners of the parent

61

2,074
259,763

Consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2019 (April 1, 2019 to March 31, 2020)(Yen in millions)Shareholders' equity
Retainedearnings

Share capital
Beginning balance

150,000

Total shareholders'equity(18,299)

1,873,889

1,742,188

Accumulative total impact amount by theamendment in accounting standards ofoverseas subsidiaries
Beginning balance refelected theamendment in accounting standards iof
oversease subsidiaries

Treasury shares(3,565)150,000(3,565)

1,738,622(18,299)

1,870,323

Changes during the year
Dividends(154,882)(154,882)

Net income attributable to owners of theparent259,763259,763

Purchases of treasury shares(50,940)(50,940)

(321)

1,066

744

Cancellation of treasury shares(44,962)

44,962

Changes in scope of consolidation

2,272

2,272

Others

(199)

(199)

Disposal of treasury shares-

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

150,000

61,669(4,910)56,7591,800,292(23,210)

1,927,082

Accumulated other comprehensive income
Unrealized
Deferred gains
gains (losses)(losses) on
on availablehedge
for-saletransactions
securities
Beginning balance
Accumulative total impact amount by theamendment in accounting standards ofoverseas subsidiaries
Beginning balance refelected theamendment in accounting standards iof
oversease subsidiaries

1,676,369

Foreigncurrencytranslation
adjustments

Remeasurementsof defined benefit
plans

24,892(10,389)

9,472

Share
acquisitionrights

Noncontrollinginterests

Total net assets

2,479

27,027

3,606,741

3,565

1,679,935

-

9,472

24,892(10,389)

2,479

27,027

3,606,741

Changes during the year
Dividends(154,882)

Net income attributable to owners of theparent259,763

Purchases of treasury shares(50,940)

Disposal of treasury shares

744

Cancellation of treasury shares-

Capital increase of
consolidated subsidiaries

2,272

Others(199)

Net changes in items otherthan shareholders' equity(244,498)

1,955(16,850)548

66

24,953(233,825)

Total changes during the year

(244,498)

1,955(16,850)548

66

24,953(177,066)

Ending balance

1,435,437

11,427

8,042(9,840)2,545

51,9803,426,675

62

Notes to Consolidated Financial Statements

Significant matters related to consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 164 companies
Names of major consolidated subsidiaries:
Tokio Marine & Nichido Fire Insurance Co., Ltd.
Nisshin Fire & Marine Insurance Co., Ltd.
E.design Insurance Co., Ltd.
Tokio Marine & Nichido Life Insurance Co., Ltd.
Tokio Marine Millea SAST Insurance Co., Ltd.
Tokio Marine Asset Management Co., Ltd.
Tokio Marine North America, Inc.
Philadelphia Consolidated Holding Corp.
Philadelphia Indemnity Insurance Company
First Insurance Company of Hawaii, Ltd.
Tokio Marine America Insurance Company
Delphi Financial Group, Inc.
Safety National Casualty Corporation
Reliance Standard Life Insurance Company
Reliance Standard Life Insurance Company of Texas
HCC Insurance Holdings, Inc.
Houston Casualty Company
U.S. Specialty Insurance Company
HCC Life Insurance Company
Privilege Underwriters, Inc.
Tokio Marine Kiln Group Limited
Tokio Marine Underwriting Limited
HCC International Insurance Company PLC
Tokio Marine Asia Pte. Ltd.
Tokio Marine Insurance Singapore Ltd.
Tokio Marine Life Insurance Singapore Ltd.
Tokio Marine Insurans (Malaysia) Berhad
Tokio Marine Life Insurance Malaysia Bhd.
Tokio Marine Safety Insurance (Thailand) Public Company Limited
Tokio Marine Seguradora S.A.
Beginning with fiscal year 2019, Privilege Underwriters, Inc. and twelve other companies areincluded as consolidated subsidiaries because they became subsidiaries due to share acquisition,
etc.
Safety Insurance Public Company Limited, which was a consolidated subsidiary in fiscal year
2018, was dissolved in the merger with Tokio Marine Insurance (Thailand) Public Company
Limited, and Tokio Marine Safety Insurance (Thailand) Public Company Limited, which was
newly established in the merger, became a consolidated subsidiary. Also, from fiscal year 2019,
Bail USA, Inc. and three other companies are excluded from the scope of consolidation due to sale63

of holding shareholdings, etc.
(2) Names of major non-consolidated subsidiaries
Major subsidiaries:
Tokio Marine & Nichido Adjusting Service Co., Ltd.
Tokio Marine Life Insurance (Thailand) Public Company Limited
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, etc. As such non-consolidated subsidiaries
are not considered to materially affect any reasonable determination as to the Group’s financial
condition and results of operations and are excluded from the consolidation.
2. Application of the equity method(1) Number of affiliates accounted for by the equity method: 7 companies
Names of major affiliates accounted for by the equity method:IFFCO-Tokio General Insurance Co. Ltd.
Edelweiss Tokio Life Insurance Company Limited
Hollard Holdings Proprietary Limited
Hollard International Proprietary Limited
NAS Insurance Services LLC, which became subsidiary due to acquisition of additional shares
after being affiliate, , and one other company, which were accounted for by the equity method in
fiscal year 2018, are excluded from the scope of application of the equity method from fiscal year
2019.,(2) The non-consolidated subsidiaries (Tokio Marine & Nichido Adjusting Service Co., Ltd., Tokio
Marine Life Insurance (Thailand) Public Company Limited, etc.) and other affiliates (Alinma
Tokio Marine Company, etc.) have not been accounted for by the equity method because thesecompanies have had a minor effect on the Company’s consolidated net income or loss for theperiod and retained earnings, etc. and are 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 & Marine. The Company does not consider
Japan Earthquake Reinsurance Co., Ltd. to be its affiliate since it believes that it cannot 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, in principle, the financial statements of thatcompany for its fiscal year are used for presentation in the consolidated financial results.
3. Matters relating to the fiscal year, etc. of consolidated subsidiaries
The closing date of the fiscal year for three of the domestic consolidated subsidiaries and 152 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
64date, necessary adjustments are made for consolidation purposes.
4. Accounting policies(1) Valuation of securities
a. Trading securities are valued by the mark-to-market method, with the costs of their sales being
calculated on the moving-average method.
b. Bonds held to maturity are recorded by using the amortized cost method (straight-line method)
based on the moving-average method.
c. Bonds earmarked for underwriting reserves are recorded by using amortized cost method(straight-line method) based on the moving-average method, in accordance with the Industry
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 defines the following subgroup within its underwriting reserves: “the part ofunderwriting reserve for individual insurance (non-participating type or five-year (investment
yield margin) dividend and premium installment type)”, and maintains a policy of matching theduration of underwriting reserves of that subgroup and bonds earmarked for the underwriting
reserve within certain time range.
From fiscal year 2019, from the viewpoint of promoting Asset Liability Management (“ALM”),
the subgroup “the part of underwriting reserves for individual insurance (non-participating)” hasbeen expanded to “the part of underwriting reserves for individual insurance (non-participatingtype or five-year (investment yield margin) dividend and premium installment type)”. Thischange has no effect on the consolidated financial statements. Also, at the end of fiscal year 2019,
the Company abolished the subgroups for lump sum individual annuity insurance and lump sum
whole-life deposit-type insurance, and reclassified the bonds earmarked for the underwriting
reserve held in those subgroups into other securities. This was mainly due to a decrease in thebalance of underwriting reserves pertaining to these subgroups, which made it less meaningful toreflect the actual status of interest rate risk management using the matching of assets andliabilities in the consolidated financial statements. The effect of this change on the consolidated
financial statements is negligible.
d. Other securities with fair value are recorded by the mark-to-market method based upon themarket price, etc. on the closing date. The total amount of unrealized gains/losses on suchsecurities is directly added to net assets with costs of sales being calculated on themoving-average method.
e. Other securities for which the fair value cannot be measured reliably are recorded at cost
determined by the moving-average method.
f. Equity shares in non-consolidated subsidiaries and affiliates that are not subject to the equity
method are recorded at cost determined by the moving-average method.
65

g. Securities held in individually managed money trusts that are managed as trust properties arerecorded by the mark-to-market method.
(2) Valuation of derivative transactions
Derivative financial instruments are accounted for by the mark-to-market method.
(3) Depreciation method for tangible fixed assets
The depreciation of tangible fixed assets is accounted for by the straight-line method.
(4) Depreciation method for intangible fixed assets
Depreciation of intangible fixed assets procured through acquisitions of overseas subsidiaries isrecorded over the period of time for which the Company estimates such subsidiaries contribute to
the Company, 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, major domestic consolidated subsidiaries of the Company
establish allowance for doubtful accounts in accordance with 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 itself, 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 rules of asset self-assessment. Subsequently, the asset auditing
department, which is independent from these departments, audits the results of assessment by the otherasset-related departments. Allowance for doubtful accounts is recorded based on such assessment
results and audits stated above.
b. Provision for employees’ bonus
To provide for payment of bonuses to employees, the Company and its major consolidated domestic
subsidiaries maintain reserves for employees' bonuses based on the expected amount to be paid.
c. Price fluctuation reserve
Domestic consolidated insurance subsidiaries maintain reserves under Article 115 of the Insurance
Business Act in order to provide for possible losses or damages arising from fluctuation of share prices,etc.
66

(6) Accounting for retirement benefitsa. Attribution method for projected retirement benefit obligations
In calculating retirement benefit obligations, attribution to the period ended March 31, 2019 is basedon benefit formula criteria.
b. Method to charge actuarial differences and prior service costs
Actuarial differences are charged to expenses in the subsequent fiscal year in amounts obtained byproportional calculation using the straight-line method over a certain term (5-13 years) within the
average remaining years of service of the employees at the time when the differences were incurredfor each fiscal year.
Prior service costs are charged to expenses in each subsequent fiscal year using the straight-line
method over a certain term (7-13 years) within the average remaining years of service of theemployees at the time when such costs were incurred.
(7) Accounting for consumption tax, etc.
The Company and its domestic consolidated subsidiaries account for consumption tax, etc. by the
tax-excluded method. However, domestic consolidated insurance subsidiaries account for expenses
such as operating and general administrative expenses by the tax-included method.
In addition, any non-deductible consumption tax incurred in connection with assets is included inother assets and is amortized over 5 years using the straight-line method.
(8) Significant method for 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.
With regard to some of the interest rate swap transactions that are used to manage such risks, Tokio
Marine & Nichido and Tokio Marine & Nichido Life apply deferred hedge accounting to the swap
transactions based upon the Industry Audit Committee Report No. 26, “Accounting and Auditing
Treatment related to Adoption of Accounting Standards for Financial Instruments in the Insurance
Industry” (issued by the JICPA, September 3, 2002).
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.
b. Foreign exchangeWith regard to some of major domestic consolidated insurance subsidiaries’ currency swap
transactions and currency forward transactions, which have been entered into for the purpose ofhedging foreign exchange risk associated with assets denominated in foreign currencies, etc. (a) fairvalue hedge accounting, (b) deferred hedge accounting or (c) matching treatment are applied. The
hedge effectiveness is not evaluated for hedging treatments that are believed to have high hedge
67effectiveness, such as in cases where hedging tools and hedged instruments share the same importantcharacteristics.
Tokio Marine & Nichido applies deferred hedge accounting to foreign currency loans which hedge
foreign exchange risk associated with equity in overseas subsidiaries. Hedge effectiveness is evaluatedbased on a comparison of the aggregate market fluctuation of the hedged instruments and hedging
tools during the period from when the hedge was entered and ending at the time of the evaluation.
(9) Amortization method and amortization period for goodwill
Goodwill recognized as an asset on the consolidated balance sheet is amortized in the following
manner. The goodwill in connection with Philadelphia Consolidated Holding Corp., HCC Insurance
Holdings, Inc., and Privilege Underwriters, Inc., is amortized over 20 years, 10 years, and 15 years,
respectively, using the straight-line method. Other goodwill is amortized over 5 to 15 years using thestraight-line method, however when the amount is small it is amortized as a lump sum.
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.
Additional Information
Overseas consolidated subsidiaries that adopt U.S. accounting standards have applied the provisions of
the “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016 – 01)
issued by the U.S. Financial Accounting Standards Board, from the fiscal year 2019.
As a result of the application of this standard, from fiscal year 2019, a portion of the change in fairvalue of equity investments, which were previously recognized as other comprehensive income, hasbeen recognized as net income or loss. Also, at the beginning of fiscal year 2019, the unrealized gains(losses) on available-for-sales securities related to the said equity investment (loss of 3,565 million
yen) at the end of fiscal year 2018 is reclassified as earned surplus, and a portion of the securities
classified as other securities at the end of fiscal year 2018 (65,355 million yen) is included in trading
securities.
The application of this standard did not have a material impact on ordinary profit or income before
income taxes and non-controlling interests.
Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 363,575 million yen, and deferred capital gain
for tax purpose is 18,454 million yen.
2. Shares and investment in non-consolidated subsidiaries and affiliates are 163,753 million yen and
29,035 million yen, respectively.
3. The total amount of loans to borrowers in bankruptcy, past due loans, loans past due for threemonths or more, and restructured loans is 56,947 million yen. The breakdown is set forth below.
(1) The amount of loans to borrowers in bankruptcy is 19,589 million yen.
Loans that are past due for a certain period, or for which substantial doubt is otherwise considered toexist as to the ultimate collectability either of principal or interest, are generally placed on non-accrual
68status ("Non-accrual status loans"; however, any part of bad debt written-off is excluded.). Loans toborrowers 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 to allowance 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 36,625 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 732 million yen.
Loans past due for three months or more are defined as loans on which any principal or interest
payments are delayed for three months or more from the date following the due date. Loans classified
as loans to borrowers in bankruptcy and past due loans are excluded from this category.
(4) The amount of restructured loans is zero.
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 42,061 million yen in savings deposits, 24,559
million yen in monetary receivables bought, 346,071 million yen in securities and 125,181 million
yen in loans.
Collateralized debt obligations are held to the value of 152,710 million yen in outstanding claims,
166,587 million yen in underwriting reserve and 73,658 million yen in other debts (including
foreign reinsurance related debts, etc.).
5. Of securities, etc., received in connection with cash-secured lending transactions and others, thosewith the right to dispose by sale or rehypothecation have a fair value of 5,610 million yen and arewholly held by the Company.
6. Securities include securities lent under loan agreements of 1,978,262 million yen.
7. The outstanding balance of undrawn committed loans is as follows.
(Yen in millions)
Total loan commitments
955,147
Balance of drawn committed loans
685,003
Undrawn loan commitments
270,144
8. The amount of both assets and liabilities for special account as prescribed in Article 118 of the
Insurance Business Act totals 123,242 million yen.
9. Tokio Marine & Nichido guarantees the liabilities of the below subsidiary.

69Tokio Marine Compaňía de Seguros, S.A. de C.V.: 5,884 million yen.
10. Subordinated borrowings with the rider providing that they are repayable only after other debts,
100,000 million yen, are included in other liabilities.
Notes to consolidated statement of income
1. Major components of business expenses(Yen in millions)
Agency commissions, etc.
598,016
Salaries
303,785
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. Impairment losses are recorded as follows.
Use

Type

Location

Impairment Loss (Yen in millions)
Land
Building
Other
Total
3
15
18

Real estate,etc. forbusiness use(Generalbusiness(Nursingcarebusiness))
Real estate,etc. forbusiness use(Generalbusiness(Others)）
Real estate
for leasinguse

Land andbuildings
etc.

3 properties
including a buildingin Setagaya-ku,
Tokyo

Buildings,
goodwilland otherintangible
fixed assets

Properties including
fixtures attached tobuildings in
Yokohama-shi,
Kanagawa ken

-

24

3,117

3,141

Land andbuildings

92

190

-

283

Unused realestate andreal estate tobe sold
UnusedassetsTotal

Land andbuildings

2 properties
including a buildingin
Aizuwakamatsu-shi,
Fukushima ken
6 properties
including a buildingin Numazu-shi,
Shizuoka ken

242

1,159

-

1,401

-

-

1,540

1,540

335

1,377

4,673

6,386

Software--

Real estate, etc., for business use that is provided for use in the insurance business, etc. is treated as
one asset group for each consolidated company. The leasing use real estate, etc., unused real estate,etc., and the real state to be sold, and the real estate, etc. for business use provided for use in thegeneral business (nursing care business) are grouped by individual property based on main use.

70

Regarding real estate, etc. for business use provided for use in general business (nursing care business),since the total amount of future cash flows is lower than the amount of the fixed asset book value, thebook value amount was reduced to the amount of the recoverable value and the amount of said
reduction is recorded as an impairment loss under the category of extraordinary loss. The amount of
the recoverable value of said assets is calculated by discounting future cash flows by 6.0%.
Also, regarding the goodwill and other intangible fixed assets, etc. that arise by business purchases,
and are included in real estate, etc. provided for use in general business (others) – as a result of
re-evaluation of future cash flows based on the fact that sales are less than planned, since the future
cash flows initially anticipated can no longer be expected, the book value amount was reduced to theamount of the recoverable value and the amount of said reduction is recorded as an impairment loss
under the category of extraordinary loss. The amount of the recoverable value of said assets ismeasured based on value in use and calculated by discounting future cash flows by 7.0%.
Regarding real estate for leasing use, the book value amount was reduced to the amount recoverable
value mainly due to a decline in real estate prices, and the amount of said reduction in value wasrecorded as an impairment loss under extraordinary loss. The amount of the recoverable value of said
assets is the higher of the net selling price or the value in use. Net selling price is the amount obtainedby subtracting the estimated costs of disposal from the appraised value amount, etc. provided by a realestate appraiser.
For real estate not in use and real estate to be sold, due mainly to the policy decision to sell theseassets, the book value amount was reduced to the amount of the recoverable value and the amount of
said reduction is recorded as an impairment loss under the category of extraordinary loss. The amountof the recoverable value of said assets is the amount of the net selling price. The amount of the net
selling price is the appraisal value amount, etc. provided by a real estate appraiser, less the amount of
the estimated costs of disposal.
Since unused assets are not expected to be used in the future, the entire book value thereof is recorded
as an impairment loss under extraordinary losses.
Notes to consolidated statement of changes in shareholders' equity
1. Class and number of issued shares and treasury shares
Number ofshares as of April
1, 2019

Increase during
fiscal year 2019

Decrease during
fiscal year 2019

(Thousand shares)
Number ofshares as ofMarch 31,2020

Issued shares
Common share
Total
Treasury share

710,000
710,000

-

8,000
8,000

702,000
702,000

Common share
Total

3,443
3,443

8,886
8,886

8,199
8,199

4,129
4,129

Notes: 1. The decrease of 8,000 thousand issued shares is attributable to cancellation of treasury
shares.
2. The increase of 8,886 thousand treasury shares of common share is primarily
attributable to a purchase of 8,811 thousand treasury shares by the resolution of board of71

directors’ meetings.
3. The decrease of 8,199 thousand treasury shares of common share is primarily
attributable to a cancellation of treasury shares that decreased treasury shares by 8,000
thousand.
2. Share acquisition rights (including those owned by the Company)
Category

Nature of share acquisition rights

Amount as of March 31, 2020
(Yen in millions)

The Company(parent company)

Share acquisition rights as shareoptions

2,545

3. Dividends(1) Amount of dividends(Resolution)

Class ofshare

Total amountof dividends
paid(Yen inmillions)

Amount ofdividends per
share
(Yen)

Record date

Effective
date

Ordinary general
meeting ofCommonMarch 31,
June 25,
63,59090.00
shareholders held
share
2019
2019
on June 24, 2019
Meeting of theboard of directors Common
September
December 6,
91,292130.00held on November share30, 2019
2019
19, 2019
Note: Regarding the resolution to pay dividends that was adopted at the board of directors
meeting held on November 19, 2019, the dividend amount per share consists of 95 yen in
ordinary dividends and 35 yen as a one-time dividend for capital level adjustment.
(2) Dividends of which the record date falls within fiscal year 2019, and of which the effective datefalls on or after April 1, 2020.
The Company intends to obtain approval for the following dividend payment at the 18th Ordinary
General Meeting of Shareholders to be held on June 29, 2020.
Total
Amountamount ofofClass of dividends Source ofRecordEffective(Resolution)
dividends
share
paid
dividends
date
date
per share(Yen in(Yen)millions)
Ordinary general
meeting ofCommonRetained
March 31, June 30,
shareholders to be
66,29795.00
shareearnings
2020
2020
held on June 29,
2020
Information on financial instruments
1. Qualitative information on financial instruments
72

The Group's core operation is its insurance business and it generally makes investments based on cash
inflows mainly arising from insurance premiums. Therefore, the Group is working toward long-termand stable profit and effective liquidity maintenance through appropriate Asset Liability Management(“ALM”) based risk control that takes into consideration the characteristics of insurance products.
Specifically, the Group is controlling interest rate risk to which insurance liabilities are exposed and ismanaging credit risk through investing mostly in bonds with high credit ratings. In addition, the Groupaims to secure mid-to-long-term profit by diversifying risk, investing both within and outside Japan,
and using varied investment techniques, including investing in foreign securities. With regard to held
assets, the Group is utilizing foreign exchange forwards and other derivative transactions in order tomitigate risk.
In order to take measures against risks involved in these asset management activities, in major
consolidated subsidiaries, the risk management department, which is independent of trading
departments, quantitatively and qualitatively controls risk in order to deal with market risk and credit
risk etc. pertaining to financial instruments.
Through these approaches, the Group aims to increase investment income in order to maximize net
asset value in the mid-to-long-term, and maintain financial soundness.
2. Fair value, etc. of financial instruments
The table below shows the carrying amount shown on the balance sheet, the fair value, and difference
between these figures as these pertain to financial instruments as of March 31, 2020. Note that equity
shares in non-consolidated subsidiaries, etc. for which it is extremely difficult to determine the fairvalue are not included in the table (See Note 2).

73

(Yen in millions)(1)

Cash and bank deposits(2)

Receivables under resale
Agreements
Receivables under security
borrowing transactions
Monetary receivables bought
Money trusts
Securities
Trading securities
Bonds held to maturity
Bonds earmarked forunderwriting reserves
Other securities

(3)
(4)
(5)
(6)

(7)

Loans
Allowance for doubtful
accounts (*1)

Carrying amountshown on balance
sheet
820,873

Fair value

Difference

820,942

69

999

999

-

4,612

4,612

-

1,363,752
2,103

1,363,752
2,103-

465,487
5,092,780

465,487
5,985,487

892,7071,859,815

1,870,691

10,876

10,133,026

10,133,026-

1,393,529

308

1,396,273[3,052]
1,393,221(8)(9)

Corporate bonds (*2)[270,536][263,145][(7,391)]
Payables under security[1,620,178][1,620,178]
lending transactions (*2)(10) Derivative assets and34,55534,555liabilities (*3)(*1) The general and individual allowances for doubtful accounts that are earmarked for loans are
deducted from the carrying amount.
(*2) Figures presented in parentheses [] are liabilities.
(*3) Net assets and net liabilities arising from derivative transactions (insofar as such transactions arerecorded in other assets and other liabilities) are presented as a net amount. Figures that are net
liabilities in total are presented in parentheses [].
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, July 4, 2019)),(2) Receivables under resale agreements, and (3) Receivables under security borrowing
transactions, the book value is deemed as the fair value in principle since it is scheduled to besettled in a short period of time and the book value approximates the fair value.
Regarding (4) Monetary receivables bought, (5) Money trusts and (6) 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 (7) Loans, the book value is deemed as the fair value
unless the borrower's credit standing has materially changed since the execution of the loan
because interest rate changes will be timely reflected in the future cash flows and the book74

value 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 (8) Corporate bonds, the price of the over-the-counter transactions is the fairvalue.
With regard to (9) Payables under security lending transactions, the book value is deemed as
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 (10) Derivative assets and liabilities with quoted market price, the quoted
closing price is used as the fair value. For derivative assets and liabilities with no quoted
market price, the net present value of the estimated future cash flows or the calculated pricebased on an option pricing model is applied as the fair value.
2. Equity shares in non-consolidated subsidiaries, unlisted shares and partnership investments
etc. (Carrying amount on the consolidated balance sheet: 321,277 million yen) are notincluded in (6) Securities because the fair value cannot be determined as they have no quoted
market price and the future cash flow cannot be estimated.
Policy loans (Carrying amount on the consolidated balance sheet: 127,827 million yen) are
not included in (7) 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 leasing etc. of real estate
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, 2020

Fair value as of March 31, 2020

64,894

155,629

Notes: 1. Carrying amount is the amount obtained by deduction of the accumulated
depreciation and the accumulated impairment losses from the acquisitioncost.
2. Fair value as of March 31, 2020 is primarily based on appraisals by
qualified external valuers.

Per share information

75

Net assets per share

4,832.05 yen

Net income per share

369.74 yen

Other notes
Matters relating to business combination by acquisition
The Company, through its subsidiary HCC Insurance Holdings, Inc. ("HCC Co."), acquired all of theoutstanding shares of Privilege Underwriters, Inc. ("Pure Co."), which specializes in insurance
products and services for U.S. high net worth customers.
1. Overview of business combination(1) Name of acquired company
Privilege Underwriters, Inc.
(2) Description of businessHolding company for a management company and an insurance company, etc.
(3) Main reasons for business combination
The purpose of this acquisition is to further expand our international business in both scale and profit,
and improve the capital efficiency of the Group as a whole and achieve sustainable profit growth bybuilding a further diversified global business portfolio, through the acquisition of business with limited
overlap and high complementarity with the Group’s existing U.S. operations, and low capital burden
having stable revenues from fees.
(4) Date of business combination
February 7, 2020
(5) Legal form of business combination
Acquisition of shares for cash consideration(6) Name of company post-combination
Privilege Underwriters, Inc.
(7) Ratio of voting rights acquired
100%(8) Main grounds for decision as to the acquiring enterprise
As HCC Co. acquired 100% of Pure Co.’s voting rights and came to control the company, it is decided
that HCC Co. is the acquiring enterprise.
2. Period of earnings for acquired company included in Consolidated Statement of Income
The financial statements of the acquired company as of February 7, 2020, the date of the businesscombination, are used for the preparation of the consolidated financial statements. The consolidated
income statement does not include the earnings of the acquired company.
3. Acquisition cost of acquired company and breakdown by consideration type
Acquisition price cash
341,041 million yen
Acquisition cost
341,041 million yen
76

4. Description and amount of main acquisition-related costs
Advisory fees, etc.
2,310 million yen
5. Amount of goodwill accrued, reason for accrual, amortization method, and amortization period(1) Amount of goodwill accrued
163,910 million yen(2) Reason for accrual
Since the investment amount (reflecting future earnings expected as at the time of purchase) exceeds
the net amount of the acquired assets and liabilities assumed, the difference is recognized as goodwill.
(3) Amortization method and amortization period for goodwill
Amortization over 15 years using the straight-line method.
6. Assets acquired and liabilities assumed on date of business combination and main breakdown of
these
Total assets
372,980 million yen(incl. securities
53,300 million yen)(incl. intangible fixed assets
244,249 million yen)
Total liabilities(incl. insurance contract reserves(incl. deferred tax liabilities

158,805 million yen
45,980 million yen)
66,409 million yen)

7. The amount of acquisition costs allocated to intangible fixed assets other than goodwill, and themain breakdown and the average amortization periods of theseAmount allocated to intangible assets other than goodwill
242,639 million yen(incl. value of the right to renew contract
111,751 million yen
amortization period 15 years)(incl. value of sales network
96,412 million yen
amortization period 15 years)
8. Allocation of acquisition costs
Since the period from the business combination date to the end of the fiscal year 2019 is short and theallocation of acquisition costs has not been completed, the Company has adopted provisional
accounting treatment.
9. The estimated amount and method of calculating the impact on the Consolidated Statement of
Income for fiscal year 2019 assuming that the business combination was completed on the start date offiscal year 2019
Ordinary income
Ordinary profit
Net profit attributable to owners of the parent

58,750 million yen(31,772 million yen)
(22,966 million yen)

(Method of calculation of the estimated amount)
The estimated amount is the difference in amount as between the ordinary income, ordinary profit, andnet income attributable to owners of the parent, calculated on the assumption that the businesscombination was completed on the start date of fiscal year 2019 and the ordinary income, ordinary77

profit, and net income attributable to owners of the parent as set forth in the Consolidated Statement of
Income. Also, the goodwill recognized at the time of the business combination is calculated as having
accrued on the start date of fiscal year 2019 and the amortization amount thereof is calculated, and isincluded in the estimated amount.
The said impact amount has not received audit certification.

78

Non-consolidated Balance Sheet as of March 31, 2020
(Yen in millions)
As of March 31, 2020
AssetsCurrent assets:
Cash and bank deposits
Prepaid expenses
Accounts receivable
OthersFixed assets:
Tangible fixed assets
Buildings
Motor vehicles and transport equipment
Office equipment
Intangible fixed assets
Telephone right
Investments and other assets
Investments in subsidiaries and affiliates
Deferred tax assets
OthersTotal assets
Liabilities
Current liabilities:
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office taxes
Accrued consumption taxes
Deposits received
Provision for employees' bonus
Fixed liabilities:
Reserve for retirement benefit
Total liabilities
Net assets
Shareholders' equity:
Share capital
Capital surplus
Additional paid-in capital
Retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Treasury shares
Share acquisition rights
Total net assets
Total liabilities and net assets

79

51,75913,32247
38,36821
2,338,150
250
136
64
49
0
0
2,337,899
2,335,963
1,715
220
2,389,910
5,334
2,626
1,042
602
15
440
7
600
325
325
5,659
2,381,704
150,000
1,511,485
1,511,485
743,429
743,429
332,275
411,153(23,210)2,545
2,384,250
2,389,910

Non-consolidated Statement of Income for fiscal year 2019
(Yen in millions)Year ended March 31, 2020
(April 1, 2019 to March 31, 2020)
Operating income:
Dividends received from subsidiaries and affiliates

183,163

Fees received from subsidiaries and affiliates

20,733

System use charge received from subsidiaries and affiliates

3,970

207,867

22,23022,230Operating expenses:
Operating and general administrative expenses
Operating profit

185,637

Non-operating income:Interest income

0Gains on forfeiture of unclaimed dividends

54

Office work fee

18

Other non-operating income

1992

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

34

Miscellaneous expenses

1

Ordinary profit

36
185,693

Extraordinary gains:
Gains on sales of fixed assets

00Extraordinary losses:
Losses on sales of fixed assets

2

Losses on disposal of fixed assets

0

Income before income taxes

2
185,691

Income taxes-current

1,514

Income taxes-deferred(1,715)(200)
185,892

Net income80Non-consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2019 (April 1, 2019 to March 31, 2020)(Yen in millions)Shareholders' equity
Capital surplus

Retained earnings
Other retained earnings

Beginning balance

Share capital

Additional
paid-in capital

150,000

1,511,485

Retainedearnings
carriedGeneral reserve
forward

Others-332,275

425,428

Treasuryshares(18,299)

Total
shareholders'equity2,400,889

Changes during the year
Dividends(154,882)(154,882)

Net income

185,892

185,892

Purchase of treasury shares(50,940)(50,940)

Disposal of treasury shares

(321)

1,066

744

Retirement of treasury shares(44,962)

44,962-

Transfer from retained earnings tocapital surplus

45,284(45,284)-

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

-

-

-

-

(14,274)(4,910)(19,185)

150,000

1,511,485-

332,275

411,153(23,210)

2,381,704

ShareacquisitionrightsBeginning balance

2,479

Total net
assets2,403,369

Changes during the year
Dividends(154,882)

Net income

185,892

Purchase of treasury shares(50,490)

Disposal of treasury shares

744

Retirement of treasury shares-

Transfer from retained earnings tocapital surplus-

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

66

66

66

(19,118)

2,545

2,384,250

81

Notes to Non-consolidated Financial Statements
Significant accounting policies
1. Valuation of securities
Investments in subsidiaries are stated at cost determined by the moving-average method.
2. Depreciation for fixed assets
Depreciation of tangible fixed assets is computed using the straight-line method.
The principal useful lives are as follows:
Fixtures attached to buildings

8 to 18 years

Equipment and furniture

3 to 15 years

3. Reserve(1) To provide for payment of bonus to employees, the Company maintains a reserve for
employees’ bonus based on the expected amount to be paid.
(2) To provide for employees’ retirement benefit payment, the Company maintains a reserve for
employee's retirement benefits equal to the amount deemed to have incurred as of the end of
fiscal year 2019.
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:

393 million yen

2. Monetary claims against and debts owed to affiliates:
Short-term monetary claims receivable

2,083 million yen
574 million yen

Short-term debts payable

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

207,867 million yen

Operating expenses

2,333 million yen

82Transactions other than operating transactions

35 million yen

Notes to the statement of changes in shareholders' equity
Class and number of treasury shares held by the Company as of March 31, 2020:
Common share
4,129,635 shares

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

42,434 million yen

Others2,222 million yen

Subtotal

44,657 million yen

Valuation allowance(42,942) million yen

Total deferred tax assets

1,715 million yen

Net deferred tax assets

1,715 million yen

Per share information
Net assets per share

3,412.81 yen

Net income per share

264.59 yen

83

Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
May 18, 2020
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Tokyo Office
Masahiko Nara, CPA
Designated Limited Liability Partner
and Engagement Partner
Takashi Idesawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Yuko Harada, CPA
Designated Limited Liability Partner
and Engagement Partner
Audit opinion
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, 2019 and ended on March 31, 2020. These financial statements
consist of a consolidated balance sheet, a consolidated statement of income, a consolidated
statement of changes in shareholders' equity and notes to consolidated financial statements.
In our opinion, the consolidated financial statements referred to above present fairly, in allmaterial respects, the financial position and results of operations of the Company and its
consolidated subsidiaries for the periods to which they relate, in conformity with accounting
principles generally accepted in Japan.
Basis for opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Our responsibilities under the auditing standards are further described in the "Responsibilities of
the auditor in auditing consolidated financial statements" section of this report. We are
independent of the Company and its consolidated subsidiaries and fulfill our other ethicalresponsibilities in accordance with the provisions on professional ethics in Japan. We believethat the audit evidence that we have obtained is sufficient and appropriate to provide a basis forour opinion.
Responsibilities of Management, the Audit & Supervisory Board members, and the Audit &Supervisory Board for the consolidated financial statements
Management is responsible for the preparation and fair presentation of consolidated financial
statements in accordance with accounting principles generally accepted in Japan. This includes
establishing and implementing such internal control as management determines is necessary forthe preparation and fair presentation of consolidated financial statements that are free ofmaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for evaluating84

whether it is appropriate to use the going concern basis of accounting to prepare theconsolidated financial statements, and for disclosing matters related to going concern when it isnecessary to do so in accordance with accounting principles generally accepted in Japan.
The Audit & Supervisory Board members and the Audit & Supervisory Board are responsible
for overseeing the directors' execution of their duties in the establishment and implementation offinancial reporting processes.
Responsibilities of the auditors in auditing the consolidated financial statements
The auditors are responsible for, based on an audit performed by the auditors, obtaining
reasonable assurance about whether the consolidated financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and issuing an auditor’s report that
expresses the auditors’ independent opinion on the consolidated financial statements.
Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to affect the decision-making of users of theconsolidated financial statements.
In accordance with auditing standards generally accepted in Japan, the auditors exercise
professional judgment throughout the audit process and maintain professional skepticism, in
performing the following:・ Identify and evaluate the risks of material misstatement due to fraud or error. Design andimplement audit procedures to address these risks. The selection and application of audit
procedures is based on the judgment of the auditors. In addition, obtain audit evidence that is
sufficient and appropriate to provide a basis for the opinion.
・ The audit of the consolidated financial statements is not for the purpose of expressing an
opinion on the effectiveness of the entity's internal control. However, in making the risk
assessments, the auditors consider internal control insofar as it is relevant to the audit in order todesign audit procedures that are appropriate in the circumstances.
・ Evaluate the appropriateness of the accounting policies adopted and the application thereof bymanagement, and the reasonableness of the accounting estimates and the related notes made bymanagement.
・ Conclude on whether it is appropriate for management to use the going concern basis ofaccounting to prepare the consolidated financial statements, and whether, based on the audit
evidence obtained, material uncertainty exists with respect to events or conditions that may castsignificant doubt on the use of the going concern basis of accounting for the enterprise. If theauditors conclude that material uncertainty exists, they are required to bring attention in theauditor’s report to the notes to the consolidated financial statements, or if the notes to theconsolidated financial statements regarding material uncertainty are not appropriate, the auditors
are required to modify their opinion. The auditors’ conclusions are based on the audit evidence
obtained up to the date of the auditor’s report. However, future events or conditions may cause
the enterprise to cease to continue as a going concern.
・ Evaluate whether the representations and notes in the consolidated financial statements arepresented in accordance with accounting principles generally accepted in Japan, and whether the
representations, structure, and content of the consolidated financial statements, including therelated notes, and the transactions and accounting events on which the consolidated financial
statements are based are fairly presented.
・ Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries to express an opinion on the consolidated financial
statements. The auditors are responsible for the direction, supervision, and implementation of
the audit of the consolidated financial statements. The auditors are solely responsible for theaudit opinion.
The auditors report to the Audit & Supervisory Board members and the Audit & Supervisory85

Board regarding the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control identified during the audit, and othermatters required by the audit standards.
The auditors report to the Audit & Supervisory Board members and the Audit & Supervisory
Board the fact that they have complied with the provisions on professional ethics in Japan
regarding independence, matters that may reasonably be thought to bear on the independence of
the auditors, and if safeguards are implemented to eliminate or mitigate threats to independence,the content thereof.
Conflict of interest
Our firm and engagement partners do not have any interest in the Company or any of its
consolidated subsidiaries that is required to be disclosed pursuant to the provisions of theCertified Public Accountants Law of Japan.

86Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
May 18, 2020
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Tokyo Office
Masahiko Nara, CPA
Designated Limited Liability Partner
and Engagement Partner
Takashi Idesawa, CPA
Designated Limited Liability Partner
and Engagement Partner
Yuko Harada, CPA
Designated Limited Liability Partner
and Engagement Partner
We have audited, in accordance with Article 436, paragraph 2, item 1 of the Companies Act ofJapan, the non-consolidated financial statements of Tokio Marine Holdings, Inc. (the"Company") for its 18th fiscal year that began on April 1, 2019 and ended on March 31, 2020.
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 (non-consolidated financial
statements, etc.).
In our opinion, the non-consolidated financial statements, etc. referred to above present fairly, inall material respects, the financial position and results of operations of the Company for theperiods to which they relate, in conformity with accounting principles generally accepted inJapan.
Basis for opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Our responsibilities under the auditing standards are further described in the "Responsibilities of
the auditor in auditing non-consolidated financial statements, etc." section of this report. We are
independent of the Company and fulfill our other ethical responsibilities in accordance with theprovisions on professional ethics in Japan. We believe that the audit evidence that we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management, the Audit & Supervisory Board members, and the Audit &Supervisory Board for the non-consolidated financial statements, etc.
Management is responsible for the preparation and fair presentation of non-consolidated
financial statements, etc. in accordance with accounting principles generally accepted in Japan.
This includes establishing and implementing such internal control as management determines isnecessary for the preparation and fair presentation of non-consolidated financial statements, etc.
that are free of material misstatement, whether due to fraud or error.
In preparing the non-consolidated financial statements, etc., management is responsible for
evaluating whether it is appropriate to use the going concern basis of accounting to prepare thenon-consolidated financial statements, etc., and for disclosing matters related to going concern
87when it is necessary to do so in accordance with accounting principles generally accepted inJapan.
The Audit & Supervisory Board members and the Audit & Supervisory Board are responsible
for overseeing the directors' execution of their duties in the establishment and implementation offinancial reporting processes.
Responsibilities of the auditors in auditing the non-consolidated financial statements, etc.
The auditors are responsible for, based on an audit performed by the auditors, obtaining
reasonable assurance about whether the non-consolidated financial statements, etc. as a whole
are free from material misstatement, whether due to fraud or error, and issuing an auditor’sreport that expresses the auditors’ independent opinion on the non-consolidated financial
statements, etc. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to affect thedecision-making of users of the non-consolidated financial statements, etc.
In accordance with auditing standards generally accepted in Japan, the auditors exercise
professional judgment throughout the audit process and maintain professional skepticism, in
performing the following:・ Identify and evaluate the risks of material misstatement due to fraud or error. Design andimplement audit procedures to address these risks. The selection and application of audit
procedures is based on the judgment of the auditors. In addition, obtain audit evidence that is
sufficient and appropriate to provide a basis for the opinion.
・ The audit of the non-consolidated financial statements, etc. is not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control. However, in making
the risk assessments, the auditors consider internal control insofar as it is relevant to the audit inorder to design audit procedures that are appropriate in the circumstances.
・ Evaluate the appropriateness of the accounting policies adopted and the application thereof bymanagement, and the reasonableness of the accounting estimates and the related notes made bymanagement.
・ Conclude on whether it is appropriate for management to use the going concern basis ofaccounting to prepare the non-consolidated financial statements, etc. and whether, based on theaudit evidence obtained, material uncertainty exists with respect to events or conditions that
may cast significant doubt on the use of the going concern basis of accounting for the enterprise.
If the auditors conclude that material uncertainty exists, they are required to bring attention in
the auditor’s report to the notes to the non-consolidated financial statements, etc., or if the notes
to the non-consolidated financial statements, etc. regarding material uncertainty are notappropriate, the auditors are required to modify their opinion. The auditors’ conclusions are
based on the audit evidence obtained up to the date of the auditor’s report. However, future
events or conditions may cause the enterprise to cease to continue as a going concern.
・ Evaluate whether the representations and notes in the non-consolidated financial statements,
etc. are presented in accordance with accounting principles generally accepted in Japan, andwhether the representations, structure, and content of the non-consolidated financial statements,
etc., including the related notes, and the transactions and accounting events on which the
non-consolidated financial statements, etc. are based are fairly presented.
The auditors report to the Audit & Supervisory Board members and the Audit & Supervisory
Board regarding the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control identified during the audit, and othermatters required by the audit standards.
The auditors report to the Audit & Supervisory Board members and the Audit & Supervisory
Board the fact that they have complied with the provisions on professional ethics in Japan
regarding independence, matters that may reasonably be thought to bear on the independence of88

the auditors, and if safeguards are implemented to eliminate or mitigate threats to independence,the content thereof.
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.

89

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, 2019 and ended on March 31, 2020 and after consultations amongst our members, we,the undersigned Audit & Supervisory Board, report as follows:
1. Details of the Methodology of the Audit Performed by Audit & Supervisory Board Members(1) The Audit & Supervisory Board, which has set the auditing policies, the auditing schedules
and related matters, received from each audit & supervisory board member audit reports
detailing their performance of the audits and the results thereof and the results
thereof. The Audit & Supervisory Board also received from each of the Company's
directors and the Company's independent auditor reports detailing the performance of theirduties and asked for further explanation whenever necessary.
(2) Each audit & supervisory board member, pursuant to the auditing standards, the auditing
policies and the auditing schedules set by the Audit & Supervisory Board, maintained goodcommunications with directors, the internal audit department and other employees;committed himself or herself to gathering information and improving the circumstances of
the audit; and conducted the audits based on the methods described below.
(a) Each audit & supervisory board member attended meetings of the Board of Directors andother important meetings; received reports detailing the performance of their duties fromdirectors and other employees; asked for further explanations whenever necessary andinspected important decision-making documents and thereby investigated the Company's
business activities and financial position. As for subsidiaries of the Company, each audit& supervisory board member maintained good communications and facilitated
information sharing with directors, audit & supervisory board members, the internal audit
department and other employees of the subsidiaries and received reports regarding thebusiness activities of the subsidiaries whenever necessary.
(b) Pursuant to the auditing standards set by the Audit & Supervisory Board for audit of theinternal control system, each audit & supervisory board member examined the details of
the resolution of the meeting of the Board of Directors concerning (i) a governanceframework to ensure that the directors' performance of their duties are carried out in
conformity with the laws and the Articles of Incorporation; and (ii) any other governanceframework to ensure appropriate business operations of the company group comprised ofa joint stock company and its subsidiaries, as set forth in Article 100, paragraphs 1 and 3of the Enforcement Regulations of the Companies Act of Japan. Each audit & supervisoryboard member also monitored and examined the governance framework (internal control
system) which was implemented by the Board of Directors based on the aforementioned
resolution.
(c) Concerning the internal control over financial reporting, each audit & supervisory board
member received from directors and PricewaterhouseCoopers Aarata LLC reports
regarding the results of the assessment and audit of the internal control over financial
reporting and asked for further explanations whenever necessary.
90

(d) Each audit & supervisory board member monitored and examined the independent auditor
regarding whether it was maintaining its independence and appropriately performing
audits; received reports detailing the performance of its duties; and asked for further
explanations whenever necessary. Each audit & supervisory board member received anotice from the Company's independent auditor stating that "a framework to ensure thatindependent auditors' performance of duties are carried out properly" (consisting ofmatters enumerated in the items of Article 131 of 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 whenever necessary.
Based on the methodology of the audit described above, we examined the business report
and the supplementary schedules, the non-consolidated financial statements (balance sheet,statement of income, statement of changes in shareholders' equity and notes thereto) and the
supplementary schedules thereto, and the consolidated financial statements (balance sheet,statement of income, statement of changes in shareholders' equity and notes thereto) for
fiscal year 2018.

2. Results of Audit(1) Results of the audit of the business report and other matters(a) We found the business report and the supplementary schedules to present fairly the state of
the Company in accordance with applicable laws and regulations and the Articles ofIncorporation of the Company.
(b) In connection with the performance by directors of their duties, we found no dishonest
act or material fact of violation of applicable laws, regulations or the Articles ofIncorporation of the Company.
(c) We found the resolution of the meeting of the Board of Directors with respect to theinternal control system to be appropriate. In addition, we have nothing to report on the
directors' performance of their duties in connection with the internal control system,
including the internal control over the financial reporting.
(2) Results of the audit of the non-consolidated financial statements and the supplementaryschedules thereto
We found the methodologies and the results of the audit conducted by the independent
auditors, PricewaterhouseCoopers Aarata LLC, to be appropriate.
(3) Results of the audit of the consolidated financial statement
We found the methodologies and the results of the audit conducted by the independent
auditors, PricewaterhouseCoopers Aarata LLC, to be appropriate.

May 19 2020
91

Audit & Supervisory Board,
Tokio Marine Holdings, Inc.
Takashi Ito, Audit & Supervisory Board Member (full-time)
Shozo Mori, Audit & Supervisory Board Member (full-time)
Akinari Horii, Audit & Supervisory Board Member
Akihiro Wani, Audit & Supervisory Board Member
Nana Otsuki, Audit & Supervisory Board Member
Note: Mr. Akinari Horii, Mr. Akihiro Wani and Ms.Nana Otsuki are the outside audit &supervisory board members, fulfilling the position prescribed by Article 2, item 16 of
the Companies Act of Japan.

92