Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns on a cash
dividend basis, after providing sufficient capital to meet the business needs of Tokio Marine Group andtaking into consideration the business results and the expected future business environment of the Company.
In accordance with the above policy, and considering various factors, the Company proposes to pay 57.50
yen per share of the Company as a year-end cash dividend. As 52.50 yen per share was paid as an interim
cash dividend, the total amount of annual cash dividends will be 110 yen per share for the fiscal year ended
March 31, 2016. This is an increase of total annual cash dividends of 15 yen per share from 95 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: 57.50 yen
Aggregate amount of cash dividends: 43,394,364,098 yen
2. Effective date of the distribution of dividends
June 28, 2016

Item 2. Election of Twelve (12) Directors
The term of office of all ten (10) directors will expire at the close of this Meeting. For the next term, theCompany proposes to increase the number of directors by two (2) in order to strengthen the functions of theBoard, and elects the following twelve (12) directors.

4

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

Shuzo Sumi
(July 11, 1947)

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

1970 Joined Tokio Marine
2000 Director and Chief Representative in London,
Overseas Division of Tokio Marine
June
2002 Managing Director of Tokio Marine
Oct.
2004 Managing Director of Tokio Marine & NichidoJune2005 Senior Managing Director of Tokio Marine &NichidoJune
2007 President & Chief Executive Officer of Tokio
Marine & NichidoJune2007 President & Chief Executive Officer of Tokio
Marine HoldingsJune2013 Chairman of the Board of Tokio Marine & NichidoJune2013 Chairman of the Board of Tokio Marine Holdings(to present)
April 2016 Counsellor of Tokio Marine & Nichido (to present)(Other major occupations)Counsellor of Tokio Marine & Nichido
Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (outside
director)
Director of Toyota Industries Corporation (outside director)
Vice Chairman of Japan Association of Corporate Executives

Number of theCompany’s
shares held
25,005 shares(Reason for proposing him/her as a candidate for Director)
The reason for proposing Mr. Shuzo Sumi as a candidate for director is that he would be expected to fulfill
his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in productplanning and domestic insurance underwriting and his terms in office as Director and Chief Representativein London, President & Chief Executive Officer, and Chairman of the Board.
Note: There are no special conflicts of interest between the Company and Mr. Shuzo Sumi.

5

Name
(Date of birth)02.

Brief personal history, position, responsibilities andother major occupations

Tsuyoshi Nagano April(November 9, 1952) June

1975 Joined Tokio Marine
2003 Executive Officer and General Manager of Nagoya
Production Dept. III, Tokai Division of Tokio
MarineOct.
2004 Executive Officer and General Manager of Nagoya
Production Dept. III of Tokio Marine & Nichido
June2006 Managing Executive Officer of Tokio Marine &NichidoJune2008 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune2008 Director of Tokio Marine HoldingsJune2009 Resigned from position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &NichidoJune
2011 Senior Managing Director of Tokio Marine
Holdings
Feb.
2012 Senior Managing Director and General Manager ofInternational Business Development Dept. of
Tokio Marine HoldingsJune2012 Executive Vice President of Tokio Marine &NichidoJune
2012 Executive Vice President and General Manager ofInternational Business Development Dept. of
Tokio Marine HoldingsJune2013 President & Chief Executive Officer of Tokio
Marine & NichidoJune2013 President & Chief Executive Officer of Tokio
Marine Holdings(to present)
April 2016 Chairman of the Board of Tokio Marine & Nichido(to present)(Responsibilities)
Group CEO (Group Chief Executive Officer)(Other major occupations)
Chairman of the Board of Tokio Marine & Nichido

Number of theCompany’s
shares held
20,200 shares(Reason for proposing him/her as a candidate for Director)
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that he would be expected to6

fulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in domestic
and overseas insurance underwriting, his work in corporate planning and product planning, his terms in
office as President & Chief Executive Officer of Tokio Marine & Nichido, and his current leadership role inthe management of the Tokio Marine Group as Group CEO.
Note: There are no special conflicts of interest between the Company and Mr. Tsuyoshi Nagano.

7

Name
(Date of birth)
03.

Ichiro Ishii(June 15, 1955)

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

1978 Joined Tokio Marine
2010 Executive Officer and General Manager ofInternational Business Development Dept. of Tokio
Marine HoldingsJune2013 Managing Executive Officer of Tokio Marine &NichidoJune
2013 Managing Executive Officer of Tokio Marine
Holdings
Dec. 2013 Resigned from position as Managing Executive
Officer of Tokio Marine & Nichido
April 2015 Senior Managing Executive Officer of Tokio
Marine HoldingsJune2015 Senior Managing Director of Tokio Marine &Nichido (to present)June2015 Senior Managing Director of Tokio Marine
Holdings (to present)(Responsibilities)
Head of international insurance businessIn charge of International Business Development Dept.
(management of North America (HCC), Asia (excluding China
and East Asia) and Oceania)(Other major occupations)
Senior Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
7,100 shares(Reason for proposing him/her as a candidate for Director)
The reason for proposing Mr. Ichiro Ishii as a candidate for director is that he would be expected to fulfill
his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of global experienceand results he has achieved since joining Tokio Marine. These include his involvement in productplanning and overseas insurance businesses in Asia, the U.S., and elsewhere and his term in office as Senior
Managing Director of Tokio Marine & Nichido and the Company being responsible for international
insurance business.
Note: There are no special conflicts of interest between the Company and Mr. Ichiro Ishii.

8

Name
(Date of birth)04.

Hirokazu Fujita(May 12, 1956)

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

1980 Joined Tokio Marine
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune
2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
June2012 Managing Director and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune
2012 Managing Director and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings
July
2013 Managing Director of Tokio Marine & Nichido (topresent)
July
2013 Managing Director of Tokio Marine Holdings (topresent)(Responsibilities)
Group CIO (Group Chief Investment Officer)
In charge of Financial Planning Dept. and Corporate Accounting
Dept.
(Other major occupations)Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
10,950 shares(Reason for proposing him/her as a candidate for Director)
The reason for proposing Mr. Hirokazu Fujita as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in accounting
and his terms in office as Managing Director of Tokio Marine & Nichido and the Company in charge of the
Corporate Accounting Dept. and Financial Planning Dept.
Note: There are no special conflicts of interest between the Company and Mr. Hirokazu Fujita.

9

Name
(Date of birth)05.

Takayuki Yuasa(May 5, 1958)

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

1981 Joined Tokio Marine
2012 President & Chief Executive Officer of Tokio
Marine & Nichido Financial Life
Sep.
2014 Resigned from position as President & Chief
Executive Officer of Tokio Marine & Nichido
Financial Life
Oct.
2014 Managing Executive Officer of Tokio Marine
Holdings
June2015 Managing Director of Tokio Marine & Nichido (topresent)
June2015 Managing Director of Tokio Marine Holdings (topresent)(Responsibilities)
Group CRO (Group Chief Risk Officer)
In charge of Risk Management Dept., Legal Dept., Internal
Control Dept. and Internal Audit Dept.
(Other major occupations)Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
9,400 shares(Reason for proposing him/her as a candidate for Director)
The reason for proposing Mr. Takayuki Yuasa as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his involvement in corporate planning,finance, accounting, and the domestic life insurance and property and casualty insurance businesses, and his
term in office as Managing Director of Tokio Marine & Nichido and the Company being responsible forrisk management departments.
Note: There are no special conflicts of interest between the Company and Mr. Takayuki Yuasa.

10

Name
(Date of birth)06.

Brief personal history, position, responsibilities andother major occupations

Shinichi Hirose
April(December 7, 1959) June

1982 Joined Tokio Marine
2013 Managing Director of Tokio Marine & Nichido
Life
April 2014 President & Chief Executive Officer of Tokio
Marine & Nichido Life (to present)June2014 Director of Tokio Marine Holdings (to present)(Other major occupations)
President & Chief Executive Officer of Tokio Marine & Nichido
Life

Number of theCompany’s
shares held
6,475 shares(Reason for proposing him/her as a candidate for Director)
The reason for proposing Mr. Shinichi Hirose as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in productplanning, marketing planning and the domestic life insurance and property and casualty insurance
businesses, and his current leadership role in the management of Tokio Marine & Nichido Life as President& Chief Executive Officer.
Note: There are no special conflicts of interest between the Company and Mr. Shinichi Hirose.

11

Name
(Date of birth)07.

Brief personal history, position, responsibilities andother major occupations

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

1963
1993
1997
2000

Joined Fuji Iron and Steel Co., Ltd.
Director of Nippon Steel Corporation
Managing Director of Nippon Steel Corporation
Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel CorporationJune
2010 Director of Tokio Marine Holdings (outside
director, to present)Oct.
2012 Director, Member of the Board and Senior Advisorof Nippon Steel & Sumitomo Metal CorporationJune
2013 Senior Advisor of Nippon Steel & Sumitomo Metal
Corporation
Nov. 2013 Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation (to present)(Other major occupations)
Senior Advisor, Honorary Chairman of Nippon Steel &Sumitomo Metal Corporation
Director of Japan Post Holdings Co., Ltd. (outside director)
Director of Development Bank of Japan Inc. (outside director)
Director of Innovation Network Corporation of Japan (outside
director)
Director of Nisshin Seifun Group Inc. (outside director)
Chairman of The Japan Chamber of Commerce and Industry
Chairman of The Tokyo Chamber of Commerce and Industry

Number of theCompany’s
shares held
4,800 shares(Reason for proposing him/her as a candidate for Director)
Mr. Akio Mimura is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he would be expected to fulfill his supervisory functions and provide valuable advice
based on his insight as a company manager, acquired through many years of experience in a management
role.
(His/Her independence)
1. Mr. Akio Mimura is “independent directors/auditors” as specified by the Tokyo Stock Exchange, Inc.
2. He fulfills the Standards for independence for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 21 of this reference material.
(Major activities)
1. Mr. Akio Mimura attended 11 of the 12 board of directors’ meetings held during the fiscal year ended
March 31, 2016.

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2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which has
been acquired through many years of experience in a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Akio Mimura.
2. He will have served as an outside director for 6 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.

13

Name
(Date of birth)08.

Mikio Sasaki(October 8, 1937)

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

1960
1992
1994
1998
2004
2010

Joined Mitsubishi Corporation
Director of Mitsubishi Corporation
Managing Director of Mitsubishi Corporation
President of Mitsubishi Corporation
Chairman of the Board of Mitsubishi Corporation
Director and Senior Corporate Advisor(Soudanyaku) of Mitsubishi CorporationJune
2011 Senior Corporate Advisor (Soudanyaku) of
Mitsubishi CorporationJune
2011 Director of Tokio Marine Holdings(outside director, to present)
April 2016 Senior Corporate Advisor (Tokubetsukomon) of
Mitsubishi Corporation (to present)(Other major occupations)
Senior Corporate Advisor (Tokubetsukomon) of Mitsubishi
Corporation
Director of Mitsubishi Research Institute, Inc. (outside director)

Number of theCompany’s
shares held
1,900 shares(Reason for proposing him/her as a candidate for Director)
Mr. Mikio Sasaki is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he would be expected to fulfill his supervisory functions and provide valuable advice
based on his insight as a company manager, acquired through many years of experience in a management
role.
(His/Her independence)
1. Mr. Mikio Sasaki is “independent directors/auditors” as specified by the Tokyo Stock Exchange, Inc.
2. He fulfills the Standards for independence for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 21 of this reference material.
(Major activities)
1. Mr. Mikio Sasaki attended all 12 board of directors’ meetings held during the fiscal year ended March 31,
2016.
2. He has fulfilled his supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on his insight as a company manager which has
been acquired through many years of experience in a management role.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Mikio Sasaki.
2. He will have served as an outside director for 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 him to limit his liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under theagreement shall be the higher of either 10 million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain the agreement
if he is elected as proposed.
4. He concurrently serves as an outside director of Mitsubishi Electric Corporation (“Mitsubishi

14Electric”). Mitsubishi Electric announced that, from January to March 2012, during his term
as an outside director, it had been overcharging or otherwise inappropriately charging the
Ministry of Defense, the Ministry of Internal Affairs and Communications and other institutions
in relation to certain contracts for electronics system projects, each of which subsequently
suspended Mitsubishi Electric from participating in bidding on public projects. Although he
was unaware of the problems until they were discovered, prior to the incidents he had
consistently urged the enhancement of compliance measures and called for further attention to
the importance of compliance. After the discovery, he led a thorough investigation into theincidents and further enhancement of Mitsubishi Electric’s compliance system to prevent a
recurrence of such incidents. He also concurrently serves as an outside director of Mitsubishi
Motors Corporation (“Mitsubishi Motors”). In March 2012, during his term as an outside
director, Mitsubishi Motors announced that it had not been processing equipment that uses
insulation oil possibly containing polychlorinated biphenyl (“PCB”) in compliance with PCB
waste processing requirements prescribed by environmental protection laws and regulations.
Following April 2016, it was also discovered that, during his term as an outside director,
Mitsubishi Motors, in connection with the certification process for the manufacture of its cars,
was conducting tests improperly to present better fuel consumption rates than the actual rates
and was using a testing method that was different from the one required by Japanese law, etc.
Although he was unaware of the problems until these were discovered, prior to the incidents hehad consistently urged the board to enhance compliance measures and called for further
attention to the importance of compliance. After the discovery, he led a thorough investigationof the incidents and implementation of measures to prevent recurrence of such incidents.
5. He is expected to resign from his positions as an outside director of Mitsubishi Electric and
Mitsubishi Motors at the close of each company’s ordinary general meeting of shareholders
scheduled for June 2016.

15

Name
(Date of birth)09.

Brief personal history, position, responsibilities andother major occupations

Masako Egawa
April(September 7, 1956) Sep.

1980 Joined Citibank, N.A., Tokyo Branch1986 Joined Salomon Brothers Inc, New York Head
OfficeJune
1988 Joined Salomon Brothers Asia Limited, Tokyo
BranchDec. 1993 Joined S.G. Warburg Securities, Tokyo Branch
Nov. 2001 Executive Director, Japan Research Center,
Harvard Business School
April 2009 Executive Vice President, The University of Tokyo
March 2015 Resigned from position as Executive Vice
President, The University of Tokyo
June
2015 Director of Tokio Marine Holdings (outside
director, to present)
Sep.
2015 Professor, Graduate School of Commerce andManagement, Hitotsubashi University (to present)(Other major occupations)
Professor, Graduate School of Commerce and Management,
Hitotsubashi University
Director of Mitsui Fudosan Co., Ltd. (outside director)
Director of Asahi Glass Company, Limited (outside director)

Number of theCompany’s
shares held
300 shares(Reason for proposing him/her as a candidate for Director)
Ms. Masako Egawa is a candidate for outside director. The reason for proposing her as a candidate foroutside director is that she would be expected to fulfill her supervisory functions and provide valuableadvice based on her insight as a specialist in business management, acquired through many years ofexperience in financial institutions, involvement in academic activities related to corporate governance andexperience at The University of Tokyo as an Executive Vice President. While she has not been involved inbusiness management other than as an outside director or an outside audit & supervisory board member, we
believe that she would effectively perform her duty as an outside director for the reasons set forth above.
(His/Her independence)
1. Ms. Masako Egawa is “independent directors/auditors” as specified by the Tokyo Stock Exchange, Inc.
2. She fulfills the Standards for independence for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 21 of this reference material.
(Major activities)
1. After assuming the position, Ms. Masako Egawa attended all 10 board of directors’ meetings held during
the fiscal year ended March 31, 2016.
2. She has fulfilled her supervisory functions by asking for detailed explanations and making remarks on atimely basis at the board of directors’ meetings, based on her insight as a specialist in business
management, acquired through many years of experience in financial institutions, involvement inacademic activities related to corporate governance and experience at The University of Tokyo as an

16

Executive Vice President.
Notes: 1. There are no special conflicts of interest between the Company and Ms. Masako Egawa.
2. She will have served as an outside director for 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 her to limit her 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 she is elected as proposed.

17

Name
(Date of birth)

Brief personal history, position, responsibilities andother major occupations

10. Toshifumi Kitazawa April(*) (November 18, 1953) June

1977 Joined Tokio Marine
2008 Managing Director and General Manager ofCorporate Planning and Management Dept. of
Tokio Marine & Nichido Life
June 2009 Senior Managing Director and General Manager ofCorporate Planning and Management Dept. of
Tokio Marine & Nichido Life
July
2009 Senior Managing Director of Tokio Marine &Nichido Life
June 2010 President & Chief Executive Officer of Tokio
Marine & Nichido Life
June 2010 Director of Tokio Marine Holdings
March 2014 Resigned from position as President & Chief
Executive Officer of Tokio Marine & Nichido Life
April 2014 Executive Vice President of Tokio Marine &NichidoJune 2014 Vice President Executive Officer of Tokio Marine
Holdings
March 2016 Resigned from position as Vice President Executive
Officer of Tokio Marine Holdings
April 2016 President & Chief Executive Officer of Tokio
Marine & Nichido (to present)(Other major occupations)
President & Chief Executive Officer of Tokio Marine & Nichido

Number of theCompany’s
shares held
31,150 shares(Reason for proposing him/her as a candidate for Director)
The reason for proposing Mr. Toshifumi Kitazawa as a candidate for director is that he would be expected
to fulfill his role adequately in deciding important matters regarding business execution and supervision of
the execution of duties by other directors as a member of the Board, based on his wealth of experience andresults he has achieved since joining Tokio Marine. These include his intensive involvement in productplanning, domestic insurance underwriting and management of group companies, and his terms in office as
President & Chief Executive Officer of Tokio Marine & Nichido Life, and his current leadership role in the
management of Tokio Marine & Nichido as President & Chief Executive Officer.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Toshifumi Kitazawa.
2. A “*” indicates that the candidate is a newly appointed candidate who is not currently serving asa director.

18

Name
(Date of birth)
11.
(*)

Kunihiko Fujii(June 18, 1955)

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

1978 Joined Tokio Marine
2009 Executive Officer and General Manager,
International Business Development Dept. of Tokio
Marine HoldingsJune2012 Managing Executive Officer of Tokio Marine
Holdings
June2014 Managing Director of Tokio Marine & NichidoJune2014 Managing Director of Tokio Marine Holdings
April 2015 Senior Managing Director of Tokio Marine
Holdings
April 2015 Senior Managing Director of Tokio Marine &NichidoJune2015 Resigned from position as Senior Managing
Director of Tokio Marine & NichidoJune2015 Senior Managing Executive Officer of Tokio
Marine Holdings (to present)(Responsibilities)
In charge of International Business Development Dept.
(international business strategies (M&A, ERM (Enterprise Risk
Management), etc.))

Number of theCompany’s
shares held
10,400 shares(Reason for proposing him/her as a candidate for Director)
The reason for proposing Mr. Kunihiko Fujii as a candidate for director is that he would be expected tofulfill his role adequately in deciding important matters regarding business execution and supervision of theexecution of duties by other directors as a member of the Board, based on his wealth of global experienceand results he has achieved since joining Tokio Marine. These include his intensive involvement infinancial planning and overseas insurance business and his terms in office as Senior Managing Executive
Officer of the Company in charge of international business strategies with a focus on M&A andinternational ERM (Enterprise Risk Management).
Notes: 1. There are no special conflicts of interest between the Company and Mr. Kunihiko Fujii.
2. He is expected to assume his position as a Senior Managing Director of Tokio Marine &Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine & Nichido
scheduled for June 2016.
3. A “*” indicates that the candidate is a newly appointed candidate who is not currently serving asa director.

19

Name
(Date of birth)

Brief personal history, position, responsibilities andother major occupations

12. Yasuyuki Higuchi April(*) (November 28, 1957) April
July
July
Oct.

1980
1992
1994
1997
2000

Joined Matsushita Electric Industrial Co., Ltd.
Joined The Boston Consulting Group K.K.
Joined Apple Japan, Inc.
Joined Compaq Computer K.K.
Board member and Director of Consumer Groupof Compaq Computer K.K.
Nov. 2002 Executive Officer of Hewlett-Packard Japan, Ltd.
May 2003 President and Chief Operating Officer of HewlettPackard Japan, Ltd.
May 2004 President and Chief Executive Officer of HewlettPackard Japan, Ltd.
May 2005 President and Chief Operating Officer of The Daiei,
Inc.
March 2007 COO of Microsoft Japan Co., Ltd.
April 2008 President and CEO of Microsoft Japan Co., Ltd.
April 2008 Corporate Vice President of Microsoft Corporation(to present)
July
2015 Chairman of Microsoft Japan Co., Ltd. (to present)(Other major occupations)
Chairman of Microsoft Japan Co., Ltd.
Corporate Vice President of Microsoft Corporation
Director of ASKUL Corporation (outside director)
Director of Faith, Inc. (outside director)

Number of theCompany’s
shares held-

(Reason for proposing him/her as a candidate for Director)
Mr. Yasuyuki Higuchi is a candidate for outside director. The reason for proposing him as a candidate foroutside director is that he would be expected to fulfill his supervisory functions and provide valuable advice
based on his insight as a company manager, acquired through many years of experience in a management
role.
(His/Her independence)
1. Mr. Yasuyuki Higuchi is “independent directors/auditors” as specified by the Tokyo Stock Exchange, Inc.
2. He fulfills the Standards for independence for Outside Directors and Outside Audit & Supervisory Board
Members set by the Company, which are provided on page 21 of this reference material.
Notes: 1. There are no special conflicts of interest between the Company and Mr. Yasuyuki Higuchi.
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. A “*” indicates that the candidate is a newly appointed candidate who is not currently serving asa director.

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ReferenceStandards for independence for Outside Directors and Outside Audit & Supervisory Board Members
Exhibit(Article 16 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 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(a party whose transactions with the Company or a principal business subsidiary of the Company in the mostrecent fiscal year amount to 2% or more of its consolidated net sales), or an executive thereof;(iv) a party who is a major client or supplier of the Company or a principal business subsidiary of the Company(a party whose transactions with the Company or a principal business subsidiary of the Company in the mostrecent fiscal year amount to 2% or more of consolidated ordinary income of the Company), or an executive
thereof;(v) a financial institution or other major creditor which the Company or a principal business subsidiary of theCompany relies on to the extent that it is an indispensable funding source that cannot be replaced, or an
executive thereof;(vi) an executive of a corporation or 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 affiliate of the Company;(viii) a consultant, accountant, lawyer, or other specialist who receives compensation from the Company or aprincipal business subsidiary of the Company other than compensation for Directors, Audit & Supervisory
Board Members and Executive Officers of the Company or a principal business subsidiary of the Company inexcess of a certain amount in the most recent fiscal year (10 million yen or 2% of the total revenue of acorporation or association or any other organization to which such specialist belongs in the most recent fiscal
year, whichever is larger); or(ix) a party who holds 10% or more of the voting rights of all shareholders of the Company at the end of themost recent fiscal year, or an executive thereof.

21