[English Translation for reference purpose]
ARTICLES OF INCORPORATIONOFTOKIO MARINE HOLDINGS, INC.
Chapter I.

General Provisions(Trade name)
Article 1. The Company shall be named “Tokio Kaijo Holdings Kabushiki Kaisha”,
which in English shall be “Tokio Marine Holdings, Inc.”.
(Objectives)
Article 2.
The objectives of the Company shall be to engage in the following
businesses as an insurance holding company:(1)

Management of non-life insurance companies, life insurance companies,
specialized securities companies, foreign companies engaged in insurance
businesses and any other company which is or may become a subsidiary of theCompany in accordance with the provisions of the Insurance Business Law ofJapan; and(2)Any business pertaining to the foregoing item (1).

(3)

In addition to the forgoing items (1) and (2), any other business that aninsurance holding company may conduct under the Insurance Business Act.

(Location of Head Office)
Article 3.
The Company shall have its Head Office in Chiyoda-ku of theMetropolis of Tokyo.
(Organs)
Article 4.

The Company shall have the following organs:
1. Board of Directors;
2. Audit & Supervisory Board Members;
3. Audit & Supervisory Board; and4. Accounting Auditors.

(Method of giving public notices)
Article 5. The Company’s public notices shall be given by electronic means.
However, in the event that electronic public notices cannot be provided due to an accident orother unavoidable circumstances, public notices shall appear in the newspaper The Nihon
Keizai Shimbun, which is published in the Metropolis of Tokyo.
Chapter II.
1Shares(Total number of shares authorized to be issued)
Article 6. The total number of the shares authorized to be issued by the Company
shall be 8,000,000,000.
(Acquisition by the Company of its own shares)
Article 7. The Company may, by resolution of the Board of Directors, acquire its
own shares pursuant to Article 165, paragraph 2 of the Companies Act of Japan.
(Number of shares to constitute one unit)
Article 8. The number of shares to constitute one unit of shares of the Company
shall be 100 shares.
(Rights concerning less-than-one-unit shares)
Article 9. A shareholder of the Company cannot exercise any rights other than therights set forth below concerning less-than-one-unit shares held by the said shareholder:(1)

The rights stipulated in items of Article 189, paragraph 2 of the Companies
Act of Japan;(2)

The right to make requests in accordance with the provisions of Article 166,
paragraph 1 of the Companies Act of Japan;(3)

The right to receive allocations of shares and stock acquisition rights offered
to a shareholder in proportion to the number of shares held by the said
shareholder; and(4)The right to request for additional purchase of less-than-one-unit shares asprovided in the following Article.

(Additional purchase of less-than-one-unit shares by holders thereof)
Article 10. A shareholder of the Company may request the Company to sell to suchshareholder such number of less-than-one-unit shares which will, when added together withthe less-than-one-unit shares held by the shareholder, constitute one unit of shares.
2.
The Company may refuse a request made pursuant to the foregoingparagraph 1, if the Company does not hold the number of shares available for such sale.
(Share registrar)
Article 11.

The Company shall have a share registrar.

2.
The share registrar and its business office shall be appointed byresolution of the Board of Directors, and public notice shall be given thereof.
3.
The preparation and keeping of the register of shareholders and theregister of stock acquisition rights of the Company, and other businesses relating to the registerof shareholders and the register of stock acquisition rights, shall be delegated to the shareregistrar and shall not be handled by the Company.

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(Share Handling Regulations)
Article 12. The making of entries in the register of shareholders, sales andadditional purchases of less-than-one-unit shares and any other proceedings concerning theCompany’s shares, including the fees therefore, shall be governed by the Share Handling
Regulations adopted by the Board of Directors from time to time.
(Record date)
Article 13. Shareholders having voting rights who appear in the register ofshareholders, including those recorded by electronic means, as of the close of business on
March 31 in each year shall be treated by the Company as the shareholders entitled to exercise
rights at the ordinary general meeting of shareholders relating to the business year ending onthat March 31.
2.
In addition to the preceding paragraph, the Company may, by giving
prior public notice in accordance with a resolution of the Board of Directors, treat theshareholders or the registered pledgees on shares appearing in the register of shareholders,
including those recorded by electronic means, as of the close of business on a specified date as
the shareholders or the registered pledgees on shares entitled to exercise rights in respect ofspecified matters.
Chapter III.

General Meetings of Shareholders(Convocation)
Article 14. An ordinary general meeting of shareholders shall be convened within
three months after the end of each business year and an extraordinary general meeting ofshareholders shall be convened whenever the necessity arises.
2.
General meetings of shareholders shall be convened within any of thewards of the Metropolis of Tokyo.
(Chairmanship)
Article 15. Chairmanship of a general meeting of shareholders shall be assumedby the President. If the President is unable to act, one of the other Directors shall act as suchchairman in the order previously fixed by resolution of the Board of Directors. If all theDirectors are unable to act, the chairman shall be selected from among the shareholders
present.
(Measures for electronic provision of information, etc.)
Article 16. When convening a general meeting of shareholders, the Company shallelectronically provide information contained in reference materials for the general meeting ofshareholders, etc.
2.
Among the matters to be provided electronically, the Company may
choose not to include all or part of the matters stipulated in the Ministry of Justice Ordinancein paper-based format to be delivered to shareholders who have requested it by the record date
for vesting voting rights.
(Resolutions)3Article 17. Unless otherwise provided in laws or ordinances or in these Articles ofIncorporation, resolutions of a general meeting of shareholders shall be adopted by a majorityof voting rights of the shareholders present at the meeting who are entitled to vote.
2.
Resolutions to be adopted pursuant to Article 309, paragraph 2 of theCompanies Act of Japan shall be adopted by not less than two-thirds of the voting rights heldby shareholders present at the meeting who represent not less than one-third of the voting
rights of the shareholders who are entitled to vote.
(Exercise of voting rights by proxy)
Article 18. A shareholder or his/her legal representative may exercise his/her voting
rights through one proxy who shall be another shareholder of the Company entitled to vote.
Chapter IV. Directors and Board of Directors(Number of Directors)
Article 19.

The Company shall have not more than fifteen Directors.

(Election)
Article 20.

Directors shall be elected at a general meeting of shareholders.

2.
Resolutions for the election of Directors shall be adopted by a majorityof the voting rights held by shareholders present at the meeting who represent not less than
one-third of the voting rights of the shareholders who are entitled to vote.
3.

The election of Directors shall not be by cumulative voting.

(Term of office)
Article 21. The term of office of Directors shall expire at the close of the ordinary
general meeting of shareholders held in respect of the last business year that ends within one(1) year from their appointment.
(Remuneration, etc.)
Article 22. Remuneration, bonuses and any other financial interest provided to a
Director by the Company as consideration for his/her performance of duties (hereinafterreferred to as “remuneration, etc.”) shall be determined at a general meeting of shareholders.
(Representative Directors and Directors with specific titles)
Article 23. One or more Representative Directors shall be appointed by resolutionof the Board of Directors.
2.
The Board of Directors may, by its resolution, appoint one Chairman ofthe Board, one President and one or more Executive Vice Presidents, Senior Managing
Directors and Managing Directors.
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(Convocation)
Article 24. Notice for convening a meeting of the Board of Directors shall bedispatched to each Director and each Member of the Audit & Supervisory Board no later than
three days prior to the date of the meeting, except that such period may be shortened in caseof urgent necessity.
(Resolutions)
Article 25. Resolutions of the Board of Directors shall be adopted at its meeting atwhich more than one-half in number of Directors shall be present, by a majority of theDirectors so present.
2Notwithstanding the provision of the preceding paragraph 1., withrespect to matters to be resolved by the Board of Directors, if and when all of the Directors
express their approval of a certain matter in writing or by electronic means, it shall be deemed
as a valid resolution of the Board of Directors to approve such a matter. Provided, however,that this provision shall not apply when any Audit & Supervisory Board Member raises anobjection thereto.
(Regulations of the Board of Directors)
Article 26. Matters relating to the Board of Directors shall be governed by theRegulations of the Board of Directors established by the Board of Directors.
(Agreement with Outside Directors to limit liability)
Article 27. In accordance with the provisions of Article 427, paragraph 1 of theCompanies Act of Japan, the Company may enter into an agreement with its Outside Directorsto limit their liability provided for in Article 423, paragraph 1 of the Companies Act of Japan.
Provided, however, that the limitation of liability under such agreement shall be the higher ofeither the amount previously determined, which shall not be less than 10 million yen or theamount provided by laws and ordinances.
Chapter V.

Audit & Supervisory Board and its Members(Number of Audit & Supervisory Board Members)
Article 28. The Company shall have not more than six Audit & Supervisory BoardMembers.
(Election)
Article 29. Audit & Supervisory Board Members shall be elected at a general
meeting of shareholders.
2.
Resolutions for the election of Audit & Supervisory Board Members
shall be adopted by a majority of the voting rights held by shareholders present at the meeting
who represent not less than one-third of the voting rights of the shareholders who are entitledto vote.

5(Term of office)
Article 30. The term of office of Audit & Supervisory Board Members shall expire
at the close of the ordinary general meeting of shareholders held in respect of the last businessyear that ends within four (4) years from their appointment.
(Remuneration, etc.)
Article 31. Remuneration, etc. for Audit & Supervisory Board Members shall be
determined at a general meeting of shareholders.
(Audit & Supervisory Board Members (Full-time))
Article 32. One or more Audit & Supervisory Board Members (Full-time) shall beappointed by resolution of the Audit & Supervisory Board.
(Convocation)
Article 33. Notice for convening a meeting of the Audit & Supervisory Board shallbe dispatched to each Member of the Audit & Supervisory Board no later than three days prior
to the date of the meeting, except that such period may be shortened in case of urgent necessity.
(Resolutions)
Article 34. Except as otherwise provided in laws or ordinances, resolutions of theAudit & Supervisory Board shall be adopted at its meeting by a majority of the Audit &Supervisory Board Members.
(Regulations of the Audit & Supervisory Board)
Article 35. Matters relating to the Audit & Supervisory Board shall be governed by
the Regulations of the Audit & Supervisory Board established by the Board.
(Agreement with Outside Audit & Supervisory Board Members to limit liability)
Article 36. In accordance with the provisions of Article 427, paragraph 1 of theCompanies Act of Japan, the Company may enter into an agreement with its Outside Audit &Supervisory Board Members to limit their liability provided for in Article 423, paragraph 1 ofthe Companies Act of Japan. Provided, however, that the limitation of liability under suchagreement shall be the higher of either the amount previously determined, which shall not beless than 10 million yen or the amount provided by laws and ordinances.
Chapter VI.

Accounts(Business year)
Article 37. The business year of the Company shall commence on April 1 in eachyear and end on March 31 in the following year.

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(Distribution of surplus)
Article 38. Distribution of surplus shall be made to the shareholders or theregistered pledgees on shares appearing in the register of shareholders, including thoserecorded by electronic means, as of the close of business on March 31 of each year.
(Interim distribution of surplus)
Article 39. The Company may, by resolution of the Board of Directors, distributesurplus as provided for in Article 454, paragraph 5 of the Companies Act of Japan to theshareholders or the registered pledgees on shares appearing in the register of shareholders,
including those recorded by electronic means, as of the close of business on September 30 ofeach year.
(Period of limitations on dividends)
Article 40. In the event that distributed property is cash, if such property remains
unclaimed after the expiration of five full years from the date it became due and payable, theCompany shall be relieved of the obligation to pay such property.
2.

The cash set forth in the preceding paragraph shall bear no interest.
(Amended March 1, 2023)

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