[English Translation]
TOKIO MARINE HOLDINGS, INC.
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo, Japan

Securities Code 8766
June 1, 2023
(Electronic Provision Measures Commencement Date: May 22, 2023)
Notice of Convocation of
the 21st Ordinary General Meeting of Shareholders
To our shareholders:
Notice is hereby given of the 21st Ordinary General Meeting of Shareholders of Tokio Marine Holdings,
Inc. (“Tokio Marine Holdings” or the “Company”) which will be held as described below.
Date and Time:

Monday, June 26, 2023 at 10:00 a.m. (reception opens at 8:45 a.m.)

Venue:The AOI Ballroom, second floor, Palace Hotel Tokyo located at 1-1,
Marunouchi 1-chome, Chiyoda-ku, Tokyo

Items to bereported:

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 2022 (April 1, 2022 toMarch 31, 2023).
2. Non-consolidated financial statements for fiscal year 2022 (April 1, 2022 toMarch 31, 2023).

Proposals to beacted upon:

Item 1. Appropriation of Surplus
Item 2. Election of 15 Directors
Item 3. Election of 1 Audit & Supervisory Board Member

Electronic
provision
measures:

For the convocation of this General Meeting of Shareholders, the content of theReference Materials etc. for the General Meeting of Shareholders (matters subject
to electronic provision measures) are posted on the following websites (electronic
provision measures) to provide the relevant information electronically. Pleasecheck the websites for the information.

Our website:

https://www.tokiomarinehd.com/en/ir/event/meeting.html

Website of theTokyo Stock
Exchange(TSE Listed
Company
Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above URL, and enter the issue name “Tokio Marine Holdings”
or the securities code “8766”. Click on “Basic information” and then select“Documents for public inspection/PR information” to view the documents.

If you are unable to attend on the day, you may exercise your voting rights either via the Internet or by
mail as described in the “Information on Exercise on Voting Rights” on page 3. Please review the1

“Reference Materials for the General Meeting of Shareholders” and exercise your voting rights by 5:00
p.m. on Friday, June 23, 2023 (Japan Time).

Sincerely,
Satoru Komiya
President & Chief Executive Officer⚫

If you attend on the day of the meeting, please submit the enclosed voting card to the reception desk.

⚫

Regarding the matters subject to electronic provision measures, pursuant to laws and regulations aswell as Article 16, paragraph 2 of the Company’s Articles of Incorporation , the following are notincluded in the documents provided to shareholders who have requested written delivery.
1. In the Business Report: “(2) Summary of Assets and Earnings of the Group and the Insurance
Holding Company”, “(3) The Group’s Principal Offices”, “(4) The Group’s Employees”, “(5) The
Group’s Principal Lenders”, and “(10) Other Important Matters Concerning the Current State of t heGroup” from the section “1. Matters Concerning the Insurance Holding Company”; “(3) Liability
Limitation Agreements and Indemnity Agreements” and “(4) Directors and Officers Liability
Insurance” from the section “2. Matters Concerning Directors and Audit & Supervisory Board
Members”; as well as the sections: “3. Matters Concerning Outside Directors and Outside Audit &Supervisory Board Members”; “4. Matters Concerning Common Shares”; “5. Matters Concerning
Share Acquisition Rights”; “6. Matters Concerning the Independent Auditor”; “7. Basic Policy
Regarding Persons Who Control the Company’s Decisions on Financial Matters and Business
Policies”; “8. System to Assure Appropriate Business Operations”; “9. Items related to Specified
Wholly-owned Subsidiary”; “10. Matters Concerning Transactions with the Parent Company”; “11.
Matters Concerning Accounting Advisers (Kaikei Sanyo)” and “12. Other Matters”
2. Consolidated Financial Statements
3. Non-consolidated Financial Statements
4. Copy of Independent Auditor’s Report on Consolidated Financial Statements
5. Copy of Independent Auditor’s Report on Non-consolidated Financial Statements
6. Copy of the Audit Report of the Audit & Supervisory Board⚫

The Audit & Supervisory Board Members have audited the Business Report that is included in thewriting to be provided to shareholders who requested written delivery, and they have also audited
the documents in items 1. through 3. above. The Independent Auditor has audited the documents initems 2. and 3. above.

⚫

If any of the Reference Materials, etc. for the General Meeting of Shareholders (matters subject toelectronic provision measures) need to be revised, the revisions shall be posted on the websites
above.

(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 the Company, 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 Instruction s
Card enclosed herewith.
We ask you to exercise your voting rights by either of the following methods.
We recommend the exercise of voting rights via the Internet.

Via Internet
Please access the website that has been designated by the Company as the website forexercising voting rights (https://evote.tr.mufg.jp/ (in Japanese)) and indicate yourapproval or disapproval by 5:00 p.m. on Friday, June 23, 2023 (Japan Time).
The exercise of your voting rights via the Internet contributes to global enviro nmental
sustainability.
We recommend the use of the Internet for the exercise of voting rights. By exercising
voting rights via the Internet, voting card postage costs can be reduced. We will donate
the amount equivalent to the postage costs to NGOs which plant mangroves.
Tokio Marine Group has been working on the Mangrove Planting Project since 1999 andhas planted more than 10,000 hectares in 9 countries so far. In 2019, we announced theMangrove-based Value Co-Creation 100-Year Declaration, which aims to create value by
providing solutions to issues such as preventing global warming, preserving biodiversity,and preventing and mitigating disasters, etc., through planting mangroves together withshareholders and other stakeholders.

Attending the Ordinary
General Meeting of
Shareholders

By Posting Mail
Please return the enclosed voting card
indicating your approval or disapproval sothat it is received by 5:00 p.m. on Friday,
June 23, 2023 (Japan Time).

Please bring the enclosed voting card to
the reception desk on the day of themeeting. The meeting will be held at 10:00
a.m. on Monday, June 26, 2023 (Japan
Time).

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)

To Institutional Investors:“Electronic Voting Platform” managed by ICJ, Inc., a method for exercising the voting rights, will beavailable for institutional investors.

3

Reference Materials for 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, while 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 businessenvironment,etc. of the Company.
In accordance with the above policy, and considering various factors, the Company proposes to pay a
year-end cash dividend for fiscal year 2022 as follows.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 50 yen
Aggregate amount of cash dividends: 99,661,077,600 yen
2. Effective date of the distribution of dividends
June 27, 2023
As 50 yen per share was paid as an interim cash dividend, the total amount of the annual cash dividends
for fiscal year 2022 will be 100 yen per share. This is an increase of 15 yen per share from 85 yen per
share paid in annual cash dividends for fiscal year 2021.
Note: The Company conducted a 3-for-1 stock split on October 1, 2022. For dividends paid before thestock split, the amount per share equivalent after the stock split is shown (fractions less than 1 yen are
rounded to the nearest whole number) (the same applies in the next note).
Note: In addition to the ordinary dividends indicated above, the Company has paid the following one-time
dividends for capital level adjustment:
Implementation period

Amount (per share)

Fiscal year 2018 interim

23 yenFiscal year 2019 interim

12 yenFiscal year 2020 interim

12 yen4

Item 2. Election of 15 Directors
The terms of office of all 14 directors will expire at the close of this Meeting. The Company thus
proposes the election of 15 directors, increasing the number of outside directors by one in order tostrengthen the functions of the Board of Directors. The candidates for directors are as follows:
No. Name
Nagano1 Tsuyoshi
For reappointment

Present position and responsibilities
Chairman of the Board

2

Satoru Komiya
For reappointment

President & Chief Executive Group CEO (Group Chief Executive
Officer
Officer)Group CCO (Group Chief Culture
Officer)3

Kenji Okada
For reappointment

Senior Managing Director

4

Yoichi Moriwaki
For reappointment

Senior Managing Director Group CSO (Group Chief Strategy
and Synergy Officer)

5

Yoshinori Ishii
For reappointment

Managing Director

Group CLCO (Group Chief Legal andCompliance Officer)

6

Kiyoshi Wada
For reappointment

Managing Director

Group COO (Group Chief Operating
Officer)Group CSUO (Group Chief
Sustainability Officer)

7

Shinichi Hirose
For reappointment

Director

8

Takashi Mitachi
For reappointment
Independent

Outside Director

9Nobuhiro Endo
For reappointment
Independent

Outside Director

Shinya Katanozaka

Outside Director

10 For reappointment
Independent

5Group CFO（Group Chief Financial
Officer）

Osono
11 EmiFor reappointment

Outside Director

Independent
Shindo
12 Kosei
For new
appointment
Independent
Alan
13 Robert
Feldman
For new
appointment
Independent

14 Kichiichiro
Yamamoto

Senior Managing Executive
Officer

For new
appointment

Head of International Insurance
Business
Co-Head of International Business

Matsuyama
15 Haruka
For new
appointment
Independent

Note: The 7 people indicated ‘Independent’ in the above table are candidates for outside directors.

6

Name
Number of theBrief personal history, position, responsibilities and(Date of birth)Company’s
major concurrent posts(Gender)shares held
1. Tsuyoshi Nagano
April 1975 Joined Tokio Marine
91,900 shares(November 9, 1952) June 2003 Executive Officer and General Manager of(Male)
Nagoya Production Dept. III, Tokai Division of
For reappointment
Tokio Marine
Oct. 2004 Executive Officer and General Manager ofNagoya Production Dept. III of Tokio Marine &Nichido Fire Insurance Co., Ltd.（“Tokio
Marine & Nichido”）
June 2006 Managing Executive Officer of Tokio Marine &NichidoJune 2008 Managing Director of Tokio Marine & Nichido
June 2008 Director of Tokio Marine Holdings
June 2009 Resigned as Director of Tokio Marine Holdings
June 2010 Senior Managing Director of Tokio Marine &NichidoJune 2011 Senior Managing Director of Tokio Marine
Holdings
June 2012 Vice President of Tokio Marine & Nichido
June 2012 Vice President of Tokio Marine Holdings
June 2013 President & Chief Executive Officer of Tokio
Marine & Nichido
June 2013 President & Chief Executive Officer of Tokio
Marine Holdings
April 2016 Chairman of the Board of Tokio Marine &NichidoJune 2019 Resigned as Chairman of the Board of Tokio
Marine & Nichido
June 2019 Chairman of the Board of Tokio Marine
Holdings (to present)(Major concurrent posts)
Director of Central Japan Railway Company (outside director)
Director of FUJIFILM Holdings Corporation (outside director)
Vice Chair of KEIDANREN

No.

(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Tsuyoshi Nagano primarily engaged in domestic and overseas
insurance underwriting, corporate planning, and product planning, and he has since served as President& Chief Executive Officer and Chairman of the Board of Tokio Marine & Nichido and the Company.
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that we expect that he7

will leverage his abundant experience and achievements as mentioned above to fulfill a substantial
role in making important business execution decisions and supervising the executio n of duties byother directors as a member of the Board.
Note: On page 35, notes related to Mr. Tsuyoshi Nagano are provided as "Notes common to multiple
candidates."

8

No.
2.

Name
(Date of birth)(Gender)
Satoru Komiya(August 15, 1960)(Male)For reappointment

Brief personal history, position, responsibilities andmajor concurrent posts
April 1983 Joined Tokio Marine
June 2012 Member of the Board, Managing Director andExecutive Officer of Nisshin Fire & Marine
Insurance Co., Ltd. (“Nisshin Fire & Marine”)
March 2015 Resigned as Member of the Board, Managing
Director and Executive Officer of Nisshin
Fire & Marine
April 2015 Executive Officer and General Manager ofCorporate Planning Dept. 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
June 2019 Chairman of the Board of Tokio Marine &Nichido (to present)
June 2019 President & Chief Executive Officer of Tokio
Marine Holdings (to present)(Responsibilities)
Group CEO (Group Chief Executive Officer)
Group CCO (Group Chief Culture Officer)
In charge of Corporate Planning Dept. (CEO Office)(Major concurrent posts)
Chairman of the Board of Tokio Marine & Nichido

Number of theCompany’s
shares held
54,400 shares(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Satoru Komiya primarily engaged in domestic insurance
underwriting, human resources, sales planning, and management of the group companies, andsubsequently was responsible for the overseas insurance business as an Executive Officer of theCompany. He currently leads the management of the entire Tokio Marine Group as Group CEO. The
reason for proposing Mr. Satoru Komiya as a candidate for director is that we expect that he willleverage his abundant experience and achievements as mentioned above to fulfill a substantial rolein making important business execution decisions and supervising the execution of duties by otherdirectors as a member of the Board.

9Note: On page 35, notes related to Mr. Satoru Komiya are provided as "Notes common to multiple
candidates."

10

No.
3.

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
June 2019 Managing Director of Tokio Marine
Holdings
April 2022 Senior Managing Director of Tokio
Marine Holdings (to present)
April 2022 Senior Managing Director of Tokio
Marine & Nichido (to present)(Responsibilities)
Group CFO (Group Chief Financial Officer）
In charge of Corporate Planning Dept.
(except CEO Office, Business Support
Group, Sustainability Division), Global
Communications Dept., Corporate
Accounting Dept.
(Major concurrent posts)
Senior Managing Director of Tokio Marine &NichidoNumber of theCompany’s
shares held
43,600 shares(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Kenji Okada primarily engaged in financial planning,
corporate planning, and international insurance business, and subsequently was responsible
for legal & compliance and risk management as an Executive Officer of the Company.
Currently, he is responsible for the capital strategy of the Group as a Senior Managing
Director of the Company. The reason for proposing Mr. Kenji Okada as a candidate for director
is that we expect that he will leverage his abundant experience and achievements asmentioned above to fulfill a substantial role in making important business execution
decisions and supervising the execution of duties by other directors as a member of theBoard.
Note: On page 35, notes related to Mr. Kenji Okada are provided as "Notes common to multiple
candidates."

11

No.
4.

Name
(Date of birth)(Gender)
Yoichi Moriwaki(September 11,
1965)(Male)For reappointment

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

1988 Joined Tokio Marine
2018 Executive Officer and General
Manager of Corporate Accounting
Dept. of Tokio Marine Holdings
April2018 Executive Officer and General
Manager of Corporate Accounting
Dept. of Tokio Marine & Nichido
March 2020 Resigned as Executive Officer andGeneral Manager of Corporate
Accounting Dept. of Tokio Marine &NichidoApril
2020 Managing Executive Officer of
Tokio Marine Holdings
June2021 Managing Director of Tokio Marine
Holdings
April2022 Senior Managing Director of Tokio
Marine Holdings (to present)(Responsibilities)
Group CSO (Group Chief Strategy and Synergy
Officer)
In charge of New Business Strategy Dept.,
Healthcare Business Dept.

Number of theCompany’s
shares held
17,900 shares(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Yoichi Moriwaki primarily engaged in IT planning, humanresources planning, and accounting, and subsequently was responsible for the Group's businessstrategies, synergies, and initiatives for sustainability as an Executive Officer of the Company.
Currently, he is responsible for the Group’s business strategies and synergies as a Senior
Managing Director of the Company. The reason for proposing Mr. Yoichi Moriwaki as a
candidate for director is that we expect that he will leverage his abundant experience andachievements as mentioned above to fulfill a substantial role in making important businessexecution decisions and supervising the execution of duties by other directors as a member ofthe Board.
Note: On page 35, notes related to Mr. Yoichi Moriwaki are provided as "Notes common to multiple
candidates."

12

No.
5.

Name
(Date of birth)(Gender)
Yoshinori Ishii(June 2, 1961)(Male)For reappointment

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

1985 Joined Tokio Marine
2020 Executive Officer and General
Manager of Legal & ComplianceDept. of Tokio Marine Holdings
April 2020 Executive Officer and General
Manager of Legal Dept. of Tokio
Marine & Nichido
April 2022 Managing Executive Officer of Tokio
Marine Holdings
April 2022 Managing Director of Tokio Marine& Nichido (to present)June2022 Managing Director of Tokio Marine
Holdings (to present)(Responsibilities)
Group CLCO (Group Chief Legal and Compliance
Officer)
In charge of Legal & Compliance Dept.
(Major concurrent posts)
Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
21,800 shares(Reason for nomination as candidate for director)
Since joining Tokio Marine, Mr. Yoshinori Ishii primarily engaged in legal & compliance affairs
and human resources planning, and currently, he is responsible for the legal & complianceaffairs of the Group as a Managing Director of the Company. The reason for proposing Mr.
Yoshinori Ishii as a candidate for director is that we expect that he will leverage his abundant
experience and achievements as mentioned above to fulfill a substantial role in making
important business execution decisions and supervising the execution of duties by otherdirectors as a member of the Board.
Note: On page 35, notes related to Mr. Yoshinori Ishii are provided as "Notes common to multiple
candidates."

13

No.
6.

Name
(Date of birth)(Gender)
Kiyoshi Wada
(August 10, 1966)(Male)For reappointment

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

1990 Joined Tokio Marine
2020 Executive Officer and General
Manager, USA, Tokio Marine &NichidoApril
2022 Managing Executive Officer of Tokio
Marine Holdings
April2022 Managing Director of Tokio Marine& NichidoJune2022 Managing Director of Tokio Marine
Holdings (to present)
March 2023 Resigned as Managing Director of
Tokio Marine & Nichido(Responsibilities)
Group COO (Group Chief Operating Officer) andGroup CSUO (Group Chief Sustainability Officer)
In charge of Corporate Planning Dept. (BusinessSupport Group, Sustainability Division)

Number of theCompany’s
shares held
16,900 shares(Reason for nomination as candidate for director)
Since joining Tokio Marine, Mr. Kiyoshi Wada primarily engaged in domestic and overseas
insurance underwriting, product planning, and corporate planning, and currently, he is
responsible for the Group's operations and sustainability initiatives as a Managing Director of
the Company. The reason for proposing Mr. Kiyoshi Wada as a candidate for director is that we
expect that he will leverage his abundant experience and achievements as mentioned above tofulfill a substantial role in making important business execution decisions and supervising theexecution of duties by other directors as a member of the Board.
Note: On page 35, notes related to Mr. Kiyoshi Wada are provided as "Notes common to multiple
candidates."

14

No.
7.

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 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 as Senior Managing
Executive Officer of Tokio Marine
Holdings
April 2019 President & Chief Executive Officerof Tokio Marine & Nichido(to present)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
64,125 shares(Reason for nomination of candidate for director)
Since joining Tokio Marine, Mr. Shinichi Hirose primarily engaged in product planning,
sales planning, and domestic life and non-life insurance business, and subsequently served
as President of Tokio Marine & Nichido Life Insurance Co., Ltd. and Executive Officer of
the Company in charge of international insurance business. Currently, he leads the
management of Tokio Marine & Nichido as President & Chief Executive Officer. The
reason for proposing Mr. Shinichi Hirose as a candidate for director is that we expect that
he will leverage his abundant experience and achievements as mentioned above to fulfill asubstantial role in making important business execution decisions and supervising theexecution of duties by other directors as a member of the Board.

15

Note: On page 35, notes related to Mr. Shinichi Hirose are provided as "Notes common to multiple
candidates."

16

No.
8.

Name
(Date of birth)(Gender)
Takashi Mitachi(January 21, 1957)(Male)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April 1979
Oct. 1993
Jan. 1999
Jan. 2005

Joined Japan Airlines Co., Ltd.
Joined Boston Consulting Group
Vice President of Boston Consulting Group
Japan Co-Chairman and Senior Partner &Managing Director of Boston Consulting
Group
April 2013 Adjunct Professor, Graduate School ofManagement, Kyoto University
Jan. 2016 Senior Partner and Managing Director of
Boston Consulting Group
June 2017 Director of Tokio Marine Holdings (outside
director, to present)
Oct. 2017 Senior Advisor of Boston Consulting Group
April 2020 Professor, Graduate School of Management,
Kyoto University (to present)
Dec. 2021 Resigned as Senior Advisor of Boston
Consulting Group(Major concurrent posts)
Professor, Graduate School of Management, Kyoto
University
Director of Rakuten Group, Inc. (outside director)
Director of SUMITOMO CORPORATION (outside director)
Director of DMG Mori Co., Ltd. (outside director)

Number of theCompany’s
shares held
5,800 shares(Summary of roles he is expected to perform as outside director and reason for nomination of candidatefor outside director)
Mr. Takashi Mitachi is a candidate for outside director. As an outside director, he is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing him as a candidate is that he has properly fulfilled
this expected role since becoming a director of the Company, based on his insight as a specialist in
business management acquired through many years of experience in a consulting firm and amanagement role.
(Independence)
1. The Company plans to file a notification to the Tokyo Stock Exchange advising that Mr. Takashi
Mitachi is an “independent director/auditor” as specified by 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 38 of these reference materials.
(Major activities)
1. Mr. Takashi Mitachi attended all 10 board of directors’ meetings held during fiscal year 2022.

17

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 throughmany years of experience in a consulting firm and a management role. In addition, as a memberof the Nomination Committee and the Compensation Committee, he has also contributed to thefulfillment of supervisory functions through nominations, performance evaluations andestablishment of appropriate compensation system of directors etc.
Notes: 1. Mr. Takashi Mitachi will have served as an outside director of the Company for 6 years at the closeof this Meeting.
2. In page 35 also, notes related to him are provided as "Notes common to multiple candidates."

18

No.
9.

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

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

1981
2006

Joined NEC Corporation
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 Memberof the 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
June 2019 Director of Tokio Marine Holdings(outside director, to present)
June 2022 Executive Advisor of NEC
Corporation (to present)(Major concurrent posts)
Executive Advisor of NEC Corporation
Director of Sumitomo Pharma Co., Ltd. (outside
director)
Director of Nisshin Seifun Group Inc. (outside
director)
Director of Japan Exchange Group, Inc. (outside
director)
Vice Chair of KEIDANREN

Number of theCompany’s
shares held
7,400 shares(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Nobuhiro Endo is a candidate for outside director. As an outside director, he is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing him as a candidate is that he has properly fulfilled
this expected role since becoming a director of the Company, based on his insight as a specialistin business management acquired through many years of experience in a management role.
(Independence)
1. The Company plans to file a notification to the Tokyo Stock Exchange advising that Mr.

19

Nobuhiro Endo is an “independent director/auditor” as specified by 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 38 of these referencematerials.
3. He concurrently serves as Executive Advisor of NEC Corporation, which conducts systemsrelated and other business transactions with the Company and insurance subsidiaries of theCompany; however, these transactions constitute less than 1% of its consolidated revenue(which corresponds to consolidated net sales) and the Company’s consolidated ordinary income(which corresponds to consolidated net sales), respectively. Insurance subsidiaries of theCompany conduct insurance-related transactions with NEC Corporation; however, thesetransactions constitute less than 1% of its consolidated revenue and the Company’s
consolidated ordinary income, respectively.
(Major activities)
1. Mr. Nobuhiro Endo attended all 10 board of directors’ meetings held during fiscal year 2022.
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 of experience in a management role. In addition, as a member of theNomination Committee and the Compensation Committee, he has also contributed to thefulfillment of supervisory functions through nominations, performance evaluations andestablishment of appropriate compensation system of directors etc.
Notes: 1. Mr. Nobuhiro Endo will have served as an outside director of the Company for 4 years at
the close of this Meeting.
2. From July 2019, JAPAN POST INSURANCE Co., Ltd., where he had served 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 of Japan(FSA) to suspend its business operations under the Insurance Business Act and an order toimprove its business operations. While Mr. Endo was not aware of the facts in this matter
during his tenure, he has always made recommendations in his role at JAPAN POST
INSURANCE Co., Ltd., from the standpoint of legal compliance in order to ensure athorough awareness of compliance.
3. Japan Exchange Group, Inc. (JPX), where Mr. Endo serves as an outside director, received abusiness improvement order from the FSA on November 30, 2020 for an all-day suspensionof all trading on the Tokyo Stock Exchange, caused by a failure that occurred on October 1,
2020 in the trading system operated by Tokyo Stock Exchange, Inc., a subsidiary of JPX,
which the FSA says substantially undermined the trust of investors and other stakeholders
in Japanese financial instruments exchanges. Even prior to this incident, Mr. Endo had been
engaged in making appropriate recommendations at meetings of the Board of Directors,
regarding how to achieve a high level of stability and reliability in market operation. Afterthe incident occurred, he served as a member of the investigation committee established by
JPX, evaluating and making recommendations on issues such as the cause of the system
failure, the appropriateness of response before and after the incident occurred, andmeasures to prevent recurrence. He also reported to the Board of Directors on the status andresults of the committee’s investigation.

20

4. On page 35 also, notes related to him are provided as “Notes common to multiple
candidates.”

21

No.
10.

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

Brief personal history, position, responsibilities andmajor concurrent posts
April

1979

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
and Executive Vice President of ALL
NIPPON AIRWAYS CO., LTD.
June
2011 Executive Vice President (jomutorishimariyaku); Corporate
Executive Officer of ALL NIPPONAIRWAYS CO., LTD.
April
2012 Executive Vice President (senmu
torishimariyaku); Corporate
Executive Officer of ALL NIPPONAIRWAYS 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.
April
2015 Director of ALL NIPPON AIRWAYS
CO., LTD.
April
2017 Chairman of ALL NIPPONAIRWAYS CO., LTD.
June
2020 Director of Tokio Marine Holdings(outside director, to present)
March 2022 Resigned as Chairman of ALL
NIPPON AIRWAYS CO., LTD.
April
2022 Representative Director, Chairman of
ANA HOLDINGS INC. (to present)(Major concurrent posts)
Representative Director, Chairman of ANA
HOLDINGS INC.
Director of Kirin Holdings Company, Limited(outside director)

22

Number of theCompany’s
shares held
3,000 shares

(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Shinya Katanozaka is a candidate for outside director. As an outside director, he is expected
to make recommendations to our Board of Directors and to play a role in exercising anappropriate supervisory function. The reason for proposing him as a candidate is that he has
properly fulfilled this expected role since becoming a director of the Company, based on his
insight as a specialist in business management acquired through many years of experience in a
management role.
(Independence)
1. The Company plans to file a notification to the Tokyo Stock Exchange advising that Mr.
Shinya Katanozaka is an “independent director/auditor” as specified by 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 38 of these referencematerials.
3. He concurrently serves as Representative Director, Chairman of ANA HOLDINGS INC.,
which holds shares of the Company. Also, Tokio Marine & Nichido, a subsidiary of theCompany, holds shares of ANA HOLDINGS INC. However, the ratio of each of theseshareholdings to the respective total number of issued shares is less than 1%.
4. He concurrently serves as Representative Director, Chairman 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% of its consolidated net sales and the Company’s
consolidated ordinary income (which corresponds to consolidated net sales), respectively.
(Major activities)
1. Mr. Shinya Katanozaka attended all 10 board of directors’ meetings held during fiscal year2022.
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 of experience in a management role. In addition, as a member of theNomination Committee and the Compensation Committee, he has also contributed to thefulfillment of supervisory functions through nominations, performance evaluations andestablishment of appropriate compensation system of directors, etc.
Notes: 1. Mr. Shinya Katanozaka will have served as an outside director of the Company for 3 years
at the close of this Meeting.
2. All Nippon Airways Co., Ltd., where he serves as Chairman, had an inappropriate situation
reoccur when on November 7, 2019, despite having previously received administrative
guidance due to inappropriate situations concerning alcohol consumption among its flightcrew, there was an incident in which a captain had drunk alcohol resulting in interferencewith his flight duties. On May 1, 2020, All Nippon Airways Co., Ltd. received anadministrative order from the Ministry of Land, Infrastructure, Transport and Tourism to23

improve its business, based on a finding of impediments to transportation safety, convenientservice for users, and other public interests. Regarding the inappropriate situation, Mr.
Katanozaka has developed initiatives for the reform of group employees’ mindset andreinforcement and support of self-management of group employees, such as implementationof education programs on alcohol and counselling, in addition to making flight rules more
stringent and strengthening alcohol testing systems, etc. After recognizing the facts of thecase, he has promoted initiatives to ensure more thorough compliance, such as instilling andthoroughly implementing existing measures, as well as instructing on the development offurther measures to prevent reoccurrence of these issues.
3. On page 35 also, notes related to him are provided as "Notes common to multiple
candidates."

24

No.
11.

Name
(Date of birth)(Gender)Emi Osono(August 8, 1965)(Female)For reappointment
Independent

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

1988
1998

Joined The Sumitomo Bank, Limited
Visiting Professor (full-time),
Waseda Institute of Asia-PacificStudies
April 2000 Full-time lecturer, School ofInternational Corporate Strategy,
Hitotsubashi University Business
SchoolOct.
2002 Assistant Professor, School ofInternational Corporate Strategy,
Hitotsubashi University Business
SchoolApril 2010 Professor, School of International
Corporate Strategy, Hitotsubashi
University Business School
April 2018 Professor, School of Business
Administration, Hitotsubashi
University Business School (topresent)
June2021 Director of Tokio Marine Holdings(outside director, to present)(Major concurrent posts)
Professor, School of Business Administration,
Hitotsubashi University Business School

Number of theCompany’s
shares held
5,500 shares(Summary of roles she is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Ms. Emi Osono is a candidate for outside director. As an outside director, she is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing her as a candidate is that she has properly
fulfilled this expected role since becoming a director of the Company, based on her insight into
corporate management, acquired through many years of research into corporate strategy, etc.
While she has not been involved in business management other than as an outside director or an
outside audit & supervisory board member, based on her performance since becoming a directorof the Company, we believe that she will effectively perform her duties as an outside director.
(Independence)
1. The Company plans to file a notification to the Tokyo Stock Exchange advising that Ms. Emi
Osono is an “independent director/auditor” as specified by Tokyo Stock Exchange, Inc.

25

2. She fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 38 of these reference materials.
(Major activities)
1. Ms. Emi Osono attended all 10 board of directors’ meetings held during fiscal year 2022.
2. She has fulfilled her supervisory functions by presenting inquiries and remarks at the board of
directors’ meetings, based on her insight into corporate management acquired through many yearsof research into corporate strategy, etc. In addition, as a member of the Nomination Committee andthe Compensation Committee, she has also contributed to the fulfillment of supervisory functions
through nominations, performance evaluations and establishment of an appropriate compensation
system of directors, etc.
Notes: 1. Ms. Emi Osono will have served as an outside director of the Company for 2 years at theclose of this Meeting.
2. From June 2017 to June 2021, she served as an outside audit & supervisory board memberof Tokio Marine & Nichido, a subsidiary of the Company. She had also served as an outside
director of Nisshin Fire & Marine Insurance Co., Ltd, a subsidiary of the Company (whichbecame a subsidiary in September 2006), from June 2004 to June 2010.
3. She is scheduled to be appointed as an outside director of TOYOTA MOTORCORPORATION on the date of its ordinary general meeting of shareholders to be held in
June 2023.
4. On page 35 also, notes related to her are provided as "Notes common to multiple
candidates."

26

No.
12.

Name
(Date of birth)(Gender)
Kosei Shindo(September 14,
1949)(Male)For new
appointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April

1973

Joined NIPPON STEELCORPORATION
June 2005 Director (Member of the Board) and
General Manager, Corporate
Planning Division of NIPPON STEELCORPORATION
June 2006 Director (under the Executive
Management System) and General
Manager, Corporate Planning
Division of NIPPON STEELCORPORATION
April 2007 Director (under the Executive
Management System) and General
Manager, General Administration
Division of NIPPON STEELCORPORATION
April 2009 Executive Vice President (under the
Executive Management System) of
NIPPON STEEL CORPORATION
June 2009 Representative Director andExecutive Vice President of NIPPONSTEEL CORPORATION
Oct. 2012 Representative Director andExecutive Vice President of NIPPONSTEEL & SUMITOMO METALCORPORATION
April 2014 Representative Director andPresident of NIPPON STEEL &SUMITOMO METALCORPORATION
April 2019 Representative Director and Chairman
of NIPPON STEEL CORPORATION(to present)(Major concurrent posts)
Representative Director and Chairman of
NIPPON STEEL CORPORATION

27

Number of theCompany’s
shares held
10,000 shares

(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Kosei Shindo is a candidate for outside director. As an outside director, he is expected tomake recommendations to our Board of Directors and to play a role in exercising an appropriate
supervisory function. The reason for proposing Mr. Kosei Shindo as a candidate is that he isexpected to properly fulfill his role based on his insight as a specialist in business management
acquired through many years of experience in a management role.
(Independence)
1. The Company will file a notification to the Tokyo Stock Exchange advising that Mr. Kosei
Shindo is an “independent director/auditor” as specified by 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 38 of these referencematerials.
3. He concurrently serves as Representative Director and Chairman of NIPPON STEELCORPORATION, which holds shares of the Company. Also, Tokio Marine & Nichido, asubsidiary of the Company, holds shares of NIPPON STEEL CORPORATION. However, theratio of each of these shareholdings to the respective total number of issued shares is less than1%.
4. He concurrently serves as Representative Director and Chairman of NIPPON STEELCORPORATION, which has no business transactions with the Company. Insurance subsidiariesof the Company conduct insurance-related transactions with NIPPON STEEL CORPORATION;
however, these transactions constitute less than 1% of its consolidated net sales and theCompany’s consolidated ordinary income (which corresponds to consolidated net sales),respectively.
Notes: 1. Mr. Kosei Shindo is scheduled to be appointed as an outside director of JAPAN POSTHOLDINGS Co., Ltd. on the date of its ordinary general meeting of shareholders to be heldin June 2023.
2. On page 35 also , notes related to him are provided as "Notes common to multiple
candidates".

28

No.
13.

Name
(Date of birth)(Gender)
Robert Alan Feldman(June 12, 1953)(Male)For new appointment
Independent

Brief personal history, position,
responsibilities and major concurrent posts
Oct.

1983

Economist at theInternational Monetary
FundMay
1989 Chief Economist for Japanof Salomon Brothers Asia
Securities
Feb.
1998 Managing Director andChief Economist ofMorgan Stanley Japan
LimitedApril
2003 Managing Director, Headof Equity Research, andChief Economist ofMorgan Stanley Japan
LimitedDec.
2007 Managing Director andHead of Economic
Research of Morgan
Stanley Japan LimitedJuly2012 Managing Director, Chief
Economist, and Head of
Fixed Income Research of
Mitsubishi UFJ Morgan
Stanley Securities Co.,
Ltd.
March
2014 Managing Director andChief Economist of
Mitsubishi UFJ Morgan
Stanley Securities Co.,
Ltd.
Jan.
2017 Senior Advisor of
Mitsubishi UFJ Morgan
Stanley Securities Co.,
Ltd. (to present)(Major concurrent posts)
Senior Advisor of Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd.

29

Number of theCompany’s
shares held
0 share(Summary of roles he is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Mr. Robert Alan Feldman is a candidate for outside director. As an outside director, he is expected
to make recommendations to our Board of Directors and to play a role in exercising anappropriate supervisory function. The reason for proposing Mr. Robert Alan Feldman as a
candidate is that he is expected to properly fulfill his role based on his insight acquired throughmany years of experience as an economist at financial institutions.
(Independence)
1. The Company plans to file notification to the Tokyo Stock Exchange advising that Mr. Robert
Alan Feldman is an “independent director/auditor” as specified by 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 38 of these referencematerials.
3. He concurrently serves as Senior Advisor of Mitsubishi UFJ Morgan Stanley Securities Co.,
Ltd., which has no business transactions with the Company. In addition, there are no insurancerelated transactions between Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and insurance
subsidiaries of the Company.
Note: On page 35 , notes related to Mr. Robert Alan Feldman are provided as "Notes common tomultiple candidates".

30

No.
14.

Name
(Date of birth)(Gender)
Kichiichiro
Yamamoto(April 8, 1961)(Male)For new
appointment

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

1985
2015

March

2017

April

2017

April

2018

April

2020

April

2023

April

2023

Joined Tokio Marine
Executive Officer and Chief
Representative of Singapore of Tokio
Marine & Nichido
Resigned as Executive Officer andChief Representative of Singapore of
Tokio Marine & Nichido
Executive Officer and General
Manager of Corporate Planning Dept.
of Tokio Marine Holdings
Executive Officer of Tokio Marine
Holdings
Managing Executive Officer of Tokio
Marine Holdings
Senior Managing Executive Officer of
Tokio Marine Holdings (to present)
Senior Managing Director of Tokio
Marine & Nichido (to present)

Number of theCompany’s
shares held
26,800 shares(Responsibilities)
Head of International Insurance Business
Co-Head of International BusinessIn charge of International Business Development
Dept. (management of North America (Delphi))(Major concurrent posts)
Senior Managing Director of Tokio Marine &Nichido(Reason for nomination as candidate for director)
Since joining Tokio Marine, Mr. Kichiichiro Yamamoto primarily engaged in the international
insurance business and corporate planning, and subsequently served as Executive Officer of theCompany in charge of international insurance business such as oversea s M&A. Currently, he is
responsible for international insurance business as a Senior Managing Executive Officer. The reason
for proposing Mr. Kichiichiro Yamamoto as a candidate is that we expect that he will leverage hisabundant experience and achievements as mentioned above to fulfill a substantial role in making
important business execution decisions and supervising the execution of duties by other directors asa member of the Board.
Note: On page 35 , notes related to Mr. Kichiichiro Yamamoto are provided as "Notes common tomultiple candidates".

31

No.
15.

Name
(Date of birth)(Gender)
Haruka Matsuyama(August 22, 1967)(Female)For new
appointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April1995 Appointed as Assistant Judge at
Tokyo District Court
July
2000 Attorney-at-law (to present)
July
2000 Joined Hibiya Park Law Offices(Major concurrent posts)
Attorney-at-law
Outside Audit & Supervisory Board Member of
AGC Inc.

Number of theCompany’s
shares held
0 share(Summary of roles she is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Ms. Haruka Matsuyama is a candidate for outside director. As an outside director, she is expected
to make recommendations to our Board of Directors and to play a role in exercising anappropriate supervisory function. The reason for proposing Ms. Haruka Matsuyama as a candidate
is that she is expected to properly fulfill her role based on her insight into corporate legal affairs
which was acquired through many years of experience as an attorney-at-law. While she has notbeen involved in corporate management other than as an outside director or an outside audit &supervisory board member, based on the reasons described above, we believe that she would
effectively perform her duties as an outside director.
(Independence)
1. The Company plans to file notification to the Tokyo Stock Exchange advising that Ms. Haruka
Matsuyama is an “independent director/auditor” as specified by 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 38 of these referencematerials.
Notes: 1. Ms. Haruka Matsuyama is scheduled to be appointed as an outside director of Mitsubishi
Electric Corporation on the date of its ordinary general meeting of shareholders to be heldin June 2023.
2. On page 35 also , notes related to her are provided as “Notes common to multiple
candidates”.

32Item 3. Election of 1 Audit & Supervisory Board Member
The term of office of Mr. Akinari Horii, who is an audit & supervisory board member, will expire at theclose of this Meeting. Accordingly, the election of 1 audit & supervisory board member is proposed as
below.
The submission of this item has been approved by the Audit & Supervisory Board.
The candidate for audit & supervisory board member is as follows:
Name(Date of birth)(Gender)
Junko Shimizu(January 13, 1959)(Female)For new
appointment
Independent

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

1982
1984

Joined Chase Manhattan Bank
Joined The Industrial Bank of Japan,
LimitedSep.
1987 Joined Security Pacific National Bank
March 1991 Bank of America
Oct.
1994 Joined Morgan StanleyJune
1995 Research Collaborator of the ResearchCenter for Advanced Science andTechnology, the University of Tokyo
April
2004 Assistant at the Graduate School ofCommerce and Management,
Hitotsubashi University
April2005 COE Researcher at the Institute of
Economic Research, Hitotsubashi
University
April2006 Associate Professor at the Departmentof Economics, Meikai University
April2008 Associate Professor at the School ofCommerce, Senshu University
April2012 Professor of the Faculty at Economics,
Gakushuin University (to present)June2019 Outside Audit & Supervisory Board
Member of Tokio Marine & Nichido
Life (to present)(Major concurrent posts)
Professor of Faculty of Economics, Gakushuin
University

Number of theCompany’s
shares held
1,300 shares(Reason for nomination as candidate for outside audit & supervisory board member)
Ms. Junko Shimizu is a candidate for outside audit & supervisory board member.
As an outside audit & supervisory board member, she is expected to play a role in exercising anappropriate audit function. The reason for proposing Ms. Junko Shimizu as a candidate is that33

she is expected to properly fulfill her role based on her insight acquired through many years ofexperience working for financial institutions as well as researching international finance. Whileshe has not been involved in corporate management other than as an outside director or an
outside audit & supervisory board member, based on the reasons described above, we believethat she would effectively perform her duties as an outside audit & supervisory board member.
(Independence)
1. The Company plans to file notification to the Tokyo Stock Exchange advising that Ms. Junko
Shimizu is an “independent director/auditor” as specified by 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 38 of thesereference materials.
Notes: 1. Ms. Junko Shimizu currently serves as Outside Audit & Supervisory Board Member of
Tokio Marine & Nichido Life, and she is scheduled to resign as such at the close of its
ordinary general meeting of shareholders to be held in June 2023.
2. On page 35 also, notes related to her are provided as "Notes common to multiple
candidates".

34

Notes common to multiple candidates
1. There are no special relationships of interest between the Company and each candidate.
2. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act ofJapan, the Company has entered into agreements with Mr. Takashi Mitachi, Mr. NobuhiroEndo, Mr. Shinya Katanozaka, and Ms. Emi Osono, to limit their liability provided for in
Article 423, paragraph 1 of the Companies Act of Japan. The limitation of liability under
the agreements 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 limitation of liability shall
only apply if the person has acted in good faith and without gross negligence in theperformance of the duties that caused the liability. If the reappointment of each of
candidates is approved, the Company will continue such limitation of liability agreementwith each of them. The Company intends to enter into the same agreements as describedabove with each of Mr. Kosei Shindo, Mr. Robert Alan Feldman, Ms. Haruka Matsuyama,and Ms. Junko Shimizu, if said candidates are elected as proposed.
3. The Company has entered into a directors and officers liability insurance contract with aninsurance company provided for in Article 430-3, paragraph 1 of the Companies Act ofJapan, which insures the directors, audit & supervisory board members and executive
officers of the Company and its subsidiaries in Japan. The contract covers damages anddefense costs that may arise when the insured assumes liability for the execution of his or
her duties or receives a claim related to the pursuit of such liability. A deductible amount isestablished under the contract, and insured persons are required to cover damages anddefense costs up to a certain amount. The Company intends to maintain this contract ofwhich policy period is scheduled to be expired after this Meeting.

35

(Reference) Skills of Directors and Audit & Supervisory Board Members after this meeting (expected)
Position and major resposibilities
after this meeting (expected)

Legal ・
Compliance

Skills and experiences
Human
Resource
Strategies

Governance ・
RiskManagement

Name

GenderTsuyoshi Nagano

Male

Chairman of the
Board

Satoru Komiya

MalePresident & Chief
Executive Officer

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

Kenji Okada

Male

Senior Managing
Director

Group CFO (Group Chief
Financial Officer)✔

✔

Yoichi Moriwaki

Male

Senior Managing
Director

Group CSO (Group Chief
Strategy and Synergy
Officer)✔

✔

Kichiichiro
Yamamoto

Male

Senior Managing
Director

Head of International
Insurance Business
Co-Head of International
Business✔

✔

Yoshinori Ishii

MaleManaging Director

Group CLCO (Group Chief
Legal and Compliance
Officer)

Kiyoshi Wada

Male

Managing Director

Group COO (Group Chief
Operating Officer)
Group CSUO (Group Chief
Sustainability Officer)

Shinichi Hirose

Male

Director✔

✔

Takashi Mitachi

Male

Outside Director✔

✔

Nobuhiro Endo

Male

Outside Director✔

✔

ShinyaKatanozaka

Male

Outside Director✔

✔

Emi Osono

Female Outside Director✔

Kosei ShindoMaleOutside Director✔

✔

Robert Alan
FeldmanMale

Outside Director

✔

✔

✔

HarukaMatsuyama

Female Outside Director✔

✔

Hirokazu Fujita

Male

Audit & Supervisory
Board Member (fulltime)✔

✔

Takayuki Yuasa

Male

Audit & Supervisory
Board Member (fulltime)

✔

✔

✔

✔

Akihiro Wani

Male

Outside Audit &Supervisory Board
Member

✔

✔

✔

✔

✔

Nana Otsuki

Outside Audit &Female Supervisory Board
Member

✔

✔

✔

✔

✔

Junko Shimizu

Outside Audit &Female Supervisory Board
Member

✔

✔

✔

✔

✔

Corporate
Management

Finance &Economy

✔

✔

✔

✔

Accounting

Environment

✔

✔

✔

✔

✔

✔

✔

✔

✔

Internationality

Insurance
Business

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Technology

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

36

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

The Company's View Regarding the Skills of
Directors and Audit & Supervisory Board Members
1. The Tokio Marine Group conducts its businesses on a global scale as an insurance group. In thiscontext, the Company has established sound and highly transparent corporate governance and internal
control systems, and appropriately governs its group companies, as an insurance hol ding company
which oversees the group.
2. The Board of Directors of the Company, which is a company with an Audit & Supervisory Board, notonly decides on important matters of business execution, but also oversees the execution of duties byDirectors. In order for the Board of Directors to fulfill its role appropriately, it is necessary for the
Board as a whole to possess the necessary skills, based on factors such as the nature of Tokio Marine
Group's businesses, its business development, governance structure, etc. Moreover, the necessary
skills will change with the business environment.
3. In order to decide on and oversee important matters of its business execution of the Company, it isfirst necessary to gain a deep understanding of its businesses - in other words, to be closely familiar
with “Insurance Business.”
In addition, skills in the fields of “Finance・Economy,” “Accounting,” “Legal・Compliance,”“Human Resource Strategies,” “Governance・Risk Management” form the basis for judgment on all
matters.
Moreover, as the global environment and technological innovation are becoming an issue for society
as a whole in recent years, the importance of skills in “Environment” and “Technology” is increasing.
Furthermore, skills including “Internationality” and “Corporate Management” are expected. This isbecause an awareness of the global environment and insight into corporate management are extremely
useful for the Tokio Marine Group, which conducts its businesses on a global scale.
4. Regarding Audit & Supervisory Board Members, the Audit & Supervisory Board should also becomposed of Members collectively possessing the skills required of the Board of Directors above, inorder to appropriately audit the execution of duties by Directors. Among these, “Accounting” isdesignated as a particularly important skill.
5. The table on the previous page shows the Directors and Audit & Supervisory Board Members(expected) after this meeting, and the skills they possess. The Company considers that, collectively,
they possess the necessary skills.

37

Reference
Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members

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 past ten years;(iii) a party whose major client or supplier is the Company or a principal business subsidiary of theCompany (a party whose transactions with the Company or a principal business subsidiary of theCompany 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 theCompany (a party whose transactions with the Company or a principal business subsidiary of theCompany in the most recent fiscal year amount to 2% or more of consolidated ordinary income of theCompany), or an executive thereof;(v) a financial institution or other major creditor which the Company or a principal business subsidiaryof the Company 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 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 reven ue of such organization in the mostrecent 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 theCompany or a principal business subsidiary of the Company other than compensation for Directors,
Audit & Supervisory Board Members and Executive Officers of the Company or a principal businesssubsidiary 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 suchspecialist 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 endof the most recent fiscal year, or an executive thereof.

38

[English Translation]
TOKIO MARINE HOLDINGS, INC.

Business Report for Fiscal Year 2022
(From April 1, 2022 to March 31, 2023)

1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group• During fiscal year 2022, the world economy remained on the recovery path that started in fiscal
year 2021. The pace of recovery, however, slowed due to record price inflation caused by suchfactors as surging energy prices and supply constraints. The Japanese economy gradually
recovered, mainly driven by personal consumption, despite the impact of price inflation, due to thegradual relaxation of restrictions relating to the spread of the novel coronavirus (COVID-19) andthe ongoing normalization of economic activities.
• To achieve “Tokio Marine Group Mid-Term Business Plan 2023 ~Adapt, Lead, Innovate~” theGroup actively promoted its business under the aligned group management structure headed by theGroup CEO, in which the Chief Officers are responsible for each function axis of the Group.
• In terms of our consolidated financial results, while profits increased on the back of strong
underwriting in North America, net income attributable to owners of the parent was 376.4 billion
yen, a decrease of 44 billion yen from the previous fiscal year, due to an increase in insurance
claims arising from domestic natural disasters and the spread of the novel coronavirus, both
domestically and overseas.

5,863.7
3,887.8
996.2

Fiscal year 2022
(this fiscal year)(Yen in billions)
6,648.6
4,469.9
1,071.6

567.4
420.4

503.9
376.4

Fiscal year 2021
(Yen in billions)
Ordinary income
Net premiums writtenLife insurance
premiums
Ordinary profit
Net income attributableto owners of the parent

39

Rate ofchange (%)
13.4
15.0
7.6

△11.2
△10.5

•

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
2022
2021
(this fiscal year)
2,850.0
3,040.6

Ordinary profit
Fiscal year
Fiscal year
2022
2021
(this fiscal year)
302.6
284.5

714.4

699.6

69.5

51.7

2,264.7

2,964.7

185.5

159.5

102.3

100.7

9.6

8.0

Domestic Property and Casualty Insurance Business
Net premiums written: 2,560.0 billion yen
Ordinary profit: 284.5 billion yen
Composition ratio of premiums written: 46.2%

•

•

•

Tokio Marine & Nichido actively promoted its business by working on “creating new markets”,“providing products and services that meet the needs of customers”, “further strengthening of claim
service”, and “enhancing the profitability of the insurance business”, to achieve growth throughresolution of social issues.
As an initiative for “creating new markets” and “provision of products and services that meet theneeds of customers”, we utilized know-how in the space insurance field and developed “Lunar
Insurance”, an insurance product specialized for lunar exploration, in order to support the newchallenges of private entities conducting lunar exploration. Also, amid rising expectations for the
renewable energy business against the backdrop of global warming and climate change, wedeveloped insurance products for supporting the development of offshore wind power generation
businesses. These include insurance products for contractors of construction projects and parts
suppliers, and insurance products for power generation operators. Moreover, we developed aninsurance product that supports the treatment of diabetes, intended to help prevent its worsening.
Diabetes is now considered a national disease in Japan, with the number of diabetes patients
increasing each year. This insurance product offers daily health management as well as prevention
programs provided by healthcare professionals.
For “further strengthening of claim service”, we worked to enhance our capabilities to respond tonatural disasters making use of digital technologies. In order to swiftly ascertain the damage caused
by natural disasters and promptly pay insurance claims to our customers, Tokio Marine & Nichido
entered into an alliance with an overseas company with integrated technology to produce satellites
and to perform satellite imagery analyses, etc. We utilized technologies, which allow for high-40

•precision and high-frequency observation of the Earth regardless of the weather conditions or timeof the day, in our claims service. In addition, we provided information obtained with thesetechnologies to organizations conducting volunteering activities in disaster-affected areas andsupported these activities.
For “enhancing the profitability of the insurance business”, we attempted to improve operational
efficiency through DX (Digital Transformation), and expanded coverage and services forautomobile insurance, such as introducing a new compensation system for vehicle failures based onchanges in society such as the lengthening in the service life of cars. Also, we revised the coverageand premium rates for fire insurance in order to operate the fire insurance system with stability inthe face of increasingly frequent and severe natural disasters.
<Results of Domestic Property and Casualty Insurance Business>

Domestic Life Insurance BusinessLife insurance premiums: 513.4 billion yen

Ordinary profit: 51.7 billion yen

Composition ratio of premiums written: 9.3 %

•

•

•

Tokio Marine & Nichido Life is promoting the “Life Insurance Revolution to Protect One’s
Living” initiative, which provides coverage in fields such as inability to work and nursing care,while utilizing the key strength of the Group’s business model, integrating life insurance andproperty and casualty insurance.
“Anshin Cancer Treatment Insurance”, launched in February 2022 as part of the “Life Insurance
Revolution to Protect One’s Living” initiative, has been well received. This insurance allows
customers to add coverage of up to 100 million yen to receive the latest cancer treatments, etc.,
which are sometimes costly. We also released “Market Link Protect”, a new series of the variableinsurance product line “Market Link”, in August 2022. The new insurance will, while retaining thecoverage and asset building features of Market Link products. exempt the insured person frompaying insurance premiums after the person meets certain predetermined conditions due to theseverity of their illness. It will thus strongly support planned asset formation for a comfortable
retirement, which is a social issue in a longevity society.
As uncertainty over market and economic environments is increasing due to shifts in countries’monetary policy and other factors, we strived to properly control interest rate risk by continuously
conducting asset management based on Asset Liability Management (ALM).

41

<Results of Domestic Life Insurance Business>

Overseas Insurance BusinessPremiums written: 2,468.2 billion yen

Ordinary profit: 159.5 billion yen
Composition ratio of premiums written: 44.5 %

•

•

•

In the overseas insurance business, the Group works on both sustainable organic growth andstrategic 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 by Group
companies, the Group has implemented a wide range of efforts to realize synergies such asincreasing premium income, advancing investment management, raising business efficiency andother measures.
We aimed to achieve steady business growth at each of our offices around the world, and engaged
in expanding our underwriting profit, including by adding new insurance products and reviewing
insurance premium rates based on the market environment. We were also able to achieve goodresults in terms of asset management by accurately capturing the timing of interest rate hikes. As aresult, the three core North American companies recorded their highest ever profits for the second
year in a row.
The main overseas Group companies have engaged in “bolt-on” M&A activities to strengthen their
existing businesses as part of their growth strategy. In addition, we have continued to work on
divestitures of businesses in a disciplined manner. These past efforts contributed positively to theCompany’s consolidated performance in fiscal year 2022.

42

<Results of Three Core North American Companies>■Philadelphia■Delphi■ HCC

Financial and Other Business
Ordinary income: 100.7 billion yen•

Ordinary profit: 8.0 billion yen

In the financial and other businesses, the Group developed our financial services steadily with afocus on our asset management business, which offers a stable revenue base. Such businessincludes the management of pension funds and the management of investment trusts, and has beenhighly evaluated by customers.

43

Contributing to a Sustainable Society
•

•

•

•

The Tokio Marine Group has grown sustainably by contributing to the resolution of various social
issues specific to each era, based on the Group’s Purpose since the time of its founding, “protecting
our customers and society in times of need.” The Group will continue working to “promote climate
action”, “enhance disaster resilience (toughness & durability)”, “support people’s healthy andfulfilling lives”, and “promote and instill D&I (Diversity & Inclusion, leveraging diversity)”, asmajor issues in order to help build a sustainable society and simultaneously enhance the Group’ssocial value and economic value.
Established on a global basis, our Sustainability Committee takes the lead in promoting
sustainability strategies across the Group. Through measures such as the Group CEO himself
sending messages to employees both domestically and abroad, we instill sustainability strategies
and policies, thereby working to resolve social issues through business activities. We are pushing
forward our initiatives across the globe. For example, a Group company in South Africa hascontributed to strengthening the resilience of local communities through an initiative of selling fire
insurance and a fire alarm as a packaged product at affordable prices in collaboration with adisaster prevention company.
Toward achieving the Paris Agreement targets, we are engaging in measures such as dialogue withclient companies, which includes proposals for insurance and consulting services that contribute toresolving issues to support the decarbonization of society as a whole. Also, in September 2022, weadded a clause to the policies regarding insurance underwriting and investment and financing set
forth in “Tokio Marine: Our Climate Strategy”, stating that we will not engage in new transactions
regarding petroleum and gas extraction in the Arctic Circle nor regarding oil sands mining.
We have been engaged in mangrove planting activities to help preserve biodiversity in 9 countries
in the Asia-Pacific region, in collaboration with tree-planting NGOs, etc., since 1999. The Tokio
Marine Group has achieved carbon-neutral status for the greenhouse gas emissions from its
business activities for 9 consecutive years to fiscal year 2021, partly through the fixation of CO2 bymangroves.

Fostering an Inclusive Corporate Culture and Promoting D&I•

The Tokio Marine Group has grown as a global insurance group by increasing its good partners
through initiatives such as overseas M&A. In this context, the dissemination of Group culture isvital to enable Group companies around the world to build their sense of solidarity and strengthen
employee engagement (job satisfaction) worldwide. At the Tokio Marine Group, the Group CEO
himself takes charge as the Chief Officer, who oversees Group culture, actively engaging in direct
dialogue about the Tokio Marine Group’s Purpose and other issues with employees both
domestically and abroad around the world, at forums such as town hall-style meetings. We carryout fixed-point observations through the culture and value survey implemented at Group companies
in Japan and overseas. The results of the survey indicate the steady dissemination of Group culture.

44

•

The Tokio Marine Group positions D&I as a key strategy for sustainable growth into the future in
Japan and overseas. The promotion of D&I involves challenges that with respect to nationality,
gender, generation, and other factors, which vary by country, region, and group company, but thecommon challenge is to eliminate the gender gap. To achieve this, we will make further
improvement on raising the proportion of women in managerial or higher positions across theGroup, and we have set a target of raising the share of female Directors and Audit & Supervisory
Board Members in the Company to 30% or more by fiscal year 2027.

Reference: We were selected as "Health & Productivity Stock" (for the 8th consecutive year) which is jointly
selected by Ministry of Economy, Trade and Industry and Tokyo Stock Exchange, Inc. as outstanding
enterprises engaging in health and productivity management, as a result of our promotion of health andproductivity management under the Tokio Marine Group Wellness Charter as a code of conduct for our
employees, centered around the Chief Officer responsible for Group health and productivity management.

Issues Facing the Group•••In fiscal year 2023, the world economy faces increasing concern over a possible recession in the
United States and Europe due to factors such as the manifestation of the impact of previous
monetary tightening such as seen in the management failure of US financial institutions, in addition
to persistent high prices of goods. Although the Japanese economy is supported by thenormalization of economic activities and the government’s comprehensive economic stimulus
packages, it is expected to experience only on a modest recovery due to the impact of a slowdown
in the world economy.
The Tokio Marine Group will boldly and proactively take on new challenges to achieve our longterm vision “to be a global insurance group that delivers sustainable growth by providing safety
and security to customers worldwide.” In fiscal year 2023, the final year of the Group’s current
mid-term business plan, we will continue to work on a “2+1 growth strategy,” engaging ininitiatives with a dual focus of “new markets × new approaches” to respond accurately to rapidlychanging customer needs, and “enhance profitability of insurance business” by the revision of
product and insurance premium rates and by more efficient operations through the use of digitaltechnology, while investing in our businesses for the next stage of growth, in order to achieve the
mid-term business plan. We will also push ahead vigorously with our sustainability strategies
aimed at resolving social issues, through initiatives in each business segment to realize asustainable society.
In the domestic property and casualty insurance business, Tokio Marine & Nichido will enhance its
function as a total solution provider, not only through providing insurance, but also throughworking to prevent accidents in advance and to facilitate swift recovery and prevent reoccurrence
after accidents have occurred. As one of these initiatives, we have fully operationalized theDisaster Prevention Consortium (CORE), a collaboration with companies from various industries,
etc., with disaster prevention and mitigation becoming a major social issue. CORE is taking on thechallenge of enhancing the four elements of disaster prevention and mitigation: grasping thecurrent situation, implementing countermeasures, evacuation, and rebuilding lives. To help build aresilient society that will withstand disasters, the consortium will create solutions that contribute to

45

•

•

•

•

•

•

disaster prevention and mitigation and implement these in society through collaboration among
companies, countries, and municipalities.
In the domestic life insurance business, Tokio Marine & Nichido Life will focus on domains suchas seniors, healthcare, and asset formation. By providing unique products to customers throughoptimal sales channels in each domain, we will contribute to resolving social issues in the 100-year
lifespan era.
In the overseas insurance business, we will continuously and stably expand underwriting profits byincreasing premium income by leveraging advanced underwriting capabilities and expertise, byreviewing premium rates, and by other means. In addition, we will work to expand synergies in theoverall overseas insurance business, including the global development of competitive products andthe sophistication of asset management. We will also continue to conduct market trend surveys
aimed at executing strategic M&A, steadily capturing outstanding investment opportunities.
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 inJapan and overseas. In addition, we will endeavor to secure long-term stable investment income
and maintain a sound financial base by diversifying our asset portfolio as well as risks, whileclosely monitoring changes in the world economy and financial markets.
What supports these various businesses is people. The concept of human capital management—
which treats people as valuable assets and maximizes their potential to enhance corporate value
over the medium to long term—is attracting attention. People have been, are now, and willcontinue to be the source of competitiveness for the Tokio Marine Group, which operates aninsurance business that is a “People’s Business” (business based on people and their trust andcredibility). We will support our employees so each is able to actively participate with passion andeagerness in the position that suits them best. We will also invest in future human resources,
making Group-wide efforts to strengthen our human capital and people base, so that we cancontinue to protect customers and society in times of need going forward, including for the next
100 years.
The Group’s basic policy for shareholder returns is to distribute profit by payment of dividends.
Based on the idea that profit growth through business and dividend expansion should be consistent,
during the period of the current medium-term business plan, we will strive to realize continuous
dividend increases through strong profit growth and an increase in the dividend payout ratio.
Under our management philosophy to place “customer trust at the base of all its activities,” theentire Group will endeavor to achieve further growth as a corporate group, seeking development
characterized by high profitability and sustainability based on a sound and transparent governancestructure. We plan on building up a “Good Company” that is trusted widely by customers and thesociety. We would like to express our sincere appreciation to all shareholders of Tokio Marine
Holdings for their continued guidance and support.

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 shall apply 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 of46

dividend income from group companies, which is recorded in th e non-consolidated financial
results of each subsidiary. Ordinary income and ordinary profit in our consolidated statement ofincome are after making adjustments among account items for the total figures for each businesssegment.
3. “Premiums written” is the total of net premiums written and life insurance premiums.
4. The results of three core North American companies are shown on a local accounting basis.

47

Reference: Disclosure Based on the TCFD Recommendations■ The Company has endorsed the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD), and discloses information in line with the four pillars endorsed
under the TCFD Recommendations: governance, strategies, risk management, and metrics andtargets.
(1) Governance
The Sustainability Committee is held regularly to deliberate matters such as the Group’s policies
to respond to sustainability issues, including measures against climate change , and to monitor
progress on measures taken. The Committee reports to the Board of Directors, which discusses
these matters and properly supervises their execution.
Also, starting in fiscal year 2022, non-financial indicators related to sustainability strategies,
including measures against climate change, are incorporated into the Director’s performancebased compensation structure.
(2) Strategies
It is important to recognize risks, which serve as assumptions to base our strategies on. The
Tokio Marine Group forecasts the environmental changes that will be brought about by the
emergence of climate-related risks. By pinpointing these risks, it identifies and assesses theirimpact on the Group's businesses. Climate change risks include physical risks arising fromclimate change, such as more frequent and widespread natural disast ers, and transition risks
arising from the transition to decarbonization, such as the effect that this transition may have on
the corporate value of companies in which we invest or on the value of assets the Company
holds.
At the same time, the Group is developing and offering insurance products and services, having
identified the following points as business opportunities arising from efforts to mitigate andadapt to climate change.


Rapid increase in insurance needs for renewable energy projects
Growing public awareness toward natural disaster risk and improving fire insurance results
Growing needs for disaster prevention and mitigation for increasing resilience against disasters(3) Risk Management
The Tokio Marine Group manages risks throughout the Group based on enterprise risk
management (ERM), and strives to increase the level of sophistication of its risk management. It
appropriately manages climate change risks under the ERM framework, while consideringfactors such as the impact of natural disasters on insurance underwriting, which may be
exacerbated by climate change.
(4) Metrics and Targets
In May 2021, the Tokio Marine Group established the following metrics and targets based on the
Paris Agreement.

48

•
•

It aims to achieve net zero greenhouse gas emissions from its business activities by fiscal year 2050
(including its investee companies and financing recipients).
It will reduce greenhouse gas emissions from its business activities by 60% of the fiscal year 2015
level, and source 100% of the electricity used at its main business locations from renewable energy,
by fiscal year 2030.

49

(2) Summary of Assets and Earnings of the Group and the Insurance Holding Company
a. The Group’s summary of assets and earnings(Yen in millions)(Fiscal year)
2019
2020
2021
2022
Ordinary income
5,465,432
5,461,195
5,863,770
6,648,600
Ordinary profit
363,945
266,735
567,413503,907
Net income attributable to420,484
376,447
259,763
161,801
owners of the parent
Comprehensive income
590,780
2,737
465,071△116,412
Net assets
3,426,675
3,722,780
4,072,625
3,657,849
Total assets
25,253,966 25,765,368 27,245,852 27,699,816
Note: Comprehensive income in fiscal 2022 decreased from fiscal 2021 mainly due to a decrease in unrealized
gains on securities resulting from higher interest rates of overseas.

b. The Insurance Holding Company’s summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal year)
2019
2020
2021
2022
Operating income
207,867
189,917
307,028
291,561
Dividends received
183,163
168,245282,262
262,168
Insurance subsidiary
180,386
164,658
276,622
256,650
companies, etc.
Other subsidiary
2,776
3,587
5,639
5,518
companies, etc.
Net income
185,892
169,204
282,568
262,695
Net income per share of common
88.19
80.91
137.41130.72
share
yen
yen
yen
yen
Total assets
2,389,910
2,373,229
2,412,950
2,374,365
Share of insurance subsidiary2,316,646
2,303,410
2,292,311
2,285,310
companies, etc.
Share of other subsidiary
19,317
19,246
20,86920,946companies, etc.
Note: We conducted a three-for-one stock split on October 1, 2022. Net income per share has been calculated as if
this stock split had taken place at the beginning of fiscal 2019.

50

(3) The Group’s Principal Offices (As of March 31, 2023)
a. The Company
Location
Head Office
6-4, Otemachi 2-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
andcasualty
insurance
Nisshin Fire
Head Office& Marine

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 Office

Location
6-4, Otemachi
2-chome,
Chiyoda-ku,
Tokyo, Japan
3,
Kandasurugadai
2-chome,
Chiyoda-ku,
Tokyo, Japan
6-4, Otemachi
2-chome,
Chiyoda-ku,
Tokyo, Japan
Bala Cynwyd,
Pennsylvania,
U.S.A.

Established
as ofMarch 20,
1944
June 10,1908

August 6,
1996
July 6,
1981

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

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. The dates shown above are the respective dates of incorporation.

(4) The Group’s Employees
Business segment

As of March 31,

As of March 31,

51

Increase/Decrease

Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

2022

2023

20,447

20,141

△306

2,258

2,229

△29

17,9362,407
43,04818,3942,453
43,217458
46169(5) The Group’s Principal Lenders (As of March 31, 2023)
None.
(6) The Group’s Financing Activities
None.
(7) The Group’s Investment Activities in Facilities
a. Total investment in facilities
Business segment
Amount (Yen in millions)
Domestic property and
91,763casualty insurance
Domestic life insurance
6,967
Overseas insurance
27,653Financial and other
938
Total
127,323
Notes: 1. “Amount” means the aggregate amount of investment in facilities for fiscal year of 20 22.
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 20 22.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiary Companies, etc. (As of March 31, 2023)
a. Parent company
None.

52

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

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)-Delphi Financial Group,Inc.

Wilmington,
Delaware,
U.S.A.

Holding company

May 27, 19870

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

Holding company

Mar. 27, 1991

0

100.0%(100.0)-Privilege Underwriters,
Inc.

Holding company

Jan 5, 20060

100.0%(100.0)-Wilmington,
Delaware,
U.S.A.

53

Tokio Marine Kiln Group London,
LimitedU.K.

Holding company

July 11, 1994167

100.0%(100.0)-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company

Mar. 12, 1992

165,416100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

37,18490.4%(90.4)-IFFCO-Tokio General
Insurance Co. Ltd.

New Delhi,
India

Property andcasualty
insurance

Sep. 8, 2000

4,680

49.0%
(49.0)-

Tokio Marine Seguradora Sao Paulo,
Property andJune 23, 1937
62,592
98.5%
S.A.
Brazilcasualty insurance(98.5)
Notes: 1. This table sets forth major subsidiary companies, etc.
2. With regard to the amounts of capital of the company that holds capital in foreign currency, theamounts of capital shown above have been converted to yen based on the currency exchange rateon the closing date of the fiscal year of the Company.
3. 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 BusinessNone.
(10) Other Important Matters Concerning the Current State of the Group
These are posted on the Company’s website (https://www.tokiomarinehd.com/ir/event/meeting.html (inJapanese)) etc. on the Internet.

54

2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2023)
Name

Position and responsibilities

Major concurrent posts

Other

Tsuyoshi Nagano

Chairman of the Board

Director of Central Japan Railway Company(outside director)
Director of FUJIFILM Holdings Corporation(outside director)
Director of Seiko Holdings Corporation(outside director)
Vice Chair of KEIDANREN-

Satoru Komiya

Representative Director andPresident & Chief Executive
Officer

Chairman of the Board of Tokio Marine &Nichido-Vice President Director of Tokio Marine &Nichido(Note 3)

Senior Managing Director of Tokio Marine &Nichido---Group CEO (Group Chief
Executive Officer)
Group CCO (Group Chief
Culture Officer)

Akira Harashima

Vice President Director(Representative Director)
Head of International
Insurance Business
Co-Head of International
Business
In charge of International
Business Development Dept.
(management of North
America except HCC andPure, management of Asia
except China and East Asia)

Kenji Okada

Senior Managing Director(Representative Director)
Group CFO (Group Chief
Financial Officer)
In charge of Corporate
Planning Dept. (except CEO
Office, Business Support
Group, Sustainability
Division), Corporate
Accounting Dept.

Yoichi Moriwaki

Senior Managing Director
Group CSO (Group Chief

55

Strategy and Synergy
Officer),
In charge of Corporate
Planning Dept. (CEOOffice), New Business
Strategy Dept., Healthcare
Business Dept.
Yoshinori Ishii

Managing Director
Group CLCO (Group
Chief Legal andCompliance Officer)
In charge of Legal &Compliance Dept.,
Internal Audit Dept.

Kiyoshi Wada

Managing Director
Group COO (Chief
Operating Officer) andGroup CSUO (Chief
Sustainability Officer)
In charge of Corporate
Planning Dept. (BusinessSupport Group,
Sustainability Division)

Managing Director of Tokio Marine &Nichido-Managing Director of Tokio Marine &Nichido(Note 4)

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 Development Bank of Japan
Inc. (outside director)-

Masako Egawa

Director(outside director)

Chancellor, Seikei Gakuen
Director of MITSUI & CO., LTD. (outside
director)-

Takashi Mitachi

Director(outside director)

Professor, Graduate School of Management,
Kyoto University
Director of Rakuten Group, Inc. (outside
director)
Director of SUMITOMO CORPORATION(outside director)
Director of DMG Mori Co., Ltd. (outside
director)-

Nobuhiro Endo

Director(outside director)

Executive Advisor of NEC Corporation
Director of Sumitomo Pharma Co., Ltd.
(outside director)
Director of Nisshin Seifun Group Inc. (outside
director)(Note 5)56

Director of Japan Exchange Group, Inc.
(outside director)
Vice Chair of KEIDANREN
Vice Chairman of Japan Association of
Corporate Executives
Shinya Katanozaka

Director(outside director)

Representative Director, Chairman of ANA
HOLDINGS INC.
Director of Kirin Holdings Company, Limited(outside director)-

Emi Osono

Director(outside director)

Professor, School of Business Administration,
Hitotsubashi University Business School-

Hirokazu Fujita

Audit & Supervisory Board
Member (full-time)(Note 6)

Takayuki Yuasa

Audit & Supervisory Board
Member (full-time)(Note 7)

Akinari Horii

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

Director and Special Advisor of The Canon
Institute for Global Studies(Note 8)Akihiro Wani

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

Attorney-at-law(Note 9)Nana Otsuki

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

Professor, Graduate School of Division ofBusiness Administration, Nagoya University ofCommerce & Business
Senior Fellow of Pictet Asset Management(Japan) Ltd.
Director of Credit Saison Co., Ltd. (outside
director)
Director of Mochida Pharmaceutical Co., Ltd.
(outside director)(Note 10)Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside directors andoutside 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. Shinya
Katanozaka, Ms. Emi Osono, Mr. Akinari Horii, Mr. Akihiro Wani and Ms. Nana Otsuki are“independent directors/auditors” as specified by Tokyo Stock Exchange, Inc.
3. Mr. Akira Harashima resigned as Vice President Director of Tokio Marine & Nichido on March 31, 2023.
4. Mr. Kiyoshi Wada resigned as Managing Director of Tokio Marine & Nichido on March 31, 2023.
5. Mr.Nobuhiro Endo resigned as Vice Chairman of Japan Association of Corporate Executives on April

27, 2023.
6. Mr. Hirokazu Fujita has experience as a director in charge of our Financial Planning Department andCorporate Accounting Department and has extensive insight regarding finance and accounting matters.
7 Mr. Takayuki Yuasa has experience as a director in charge of our Corporate Planning Department and has
extensive insight regarding finance and accounting matters.

57

8. 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 .
9.Mr. Akihiro Wani has many years of experience in his role as a corpor ate lawyer acting for financial
institutions on legal matters and has extensive insight regarding finance and accounting matters.
10.Ms. Nana Otsuki has many years of experience as an analyst in financial institutions and has extensive
insight regarding finance and accounting matters.

58

(2) Remuneration, etc. for Directors and Audit & Supervisory Board Members
a. Total amount of remuneration, etc. for Directors and Audit & Supervisory Board Members
Total amountof
remuneration,etc.
Directors

Total amount of remuneration, etc. by type
Fixed
Performance- Sharecompensation linked
compensationcompensation

Number of
persons toreceiveremuneration,
etc.

836 million
yen

373 million
yen

292 million
yen

171 millionyen

16 persons

Directors(excluding
OutsideDirectors)
OutsideDirectors

736 million
yen

291 million
yen

292 million
yen

152 millionyen

10 persons

100 million
yen

81 million
yen―

19 million
yen

6 personsAudit &
Supervisory
Board
Members

123 million
yen

123 million
yen

―

―

6 persons72 million
yen

72 million
yen

―

―

3 persons

51 million
yen

51 million
yen

―

―

3 persons959 million
yen

496 million
yen

292 million
yen

171 millionyen

22 persons

Audit &
Supervisory
Board
Members(excluding
OutsideAudit &
Supervisory
Board
Members)
OutsideAudit &
Supervisory
Board
Members
Total

Notes: 1. “Number of persons to receive remuneration, etc.” includes 2 directors who are not outside directors and1 audit & supervisory board member who is not an outside audit & supervisory board member, who
resigned from these positions on the close of the 20th Ordinary General Meeting of shareholders held on
June 27, 2022.
2. “Total amount of remuneration, etc.” and “Total amount of remuneration, etc. by type” include anamount paid to the 2 directors and 1 audit & supervisory board member referred to in Note 1 above.
3. Share compensation includes the amount to be posted as expenses relating to points relating to sharedelivery trusts granted to other directors as compensation .

59

b. Composition of the base amount of remuneration, etc.
The composition of the base amount of remuneration etc. for fiscal year 2022 is as follows.

c. Performance-linked compensation
The Company has introduced performance-linked compensation to strengthen the incentives for
improvement of corporate value. This compensation is linked to “individual targets” and “the company
targets”. The results for the previous fiscal year are evaluated, and the performance-linked compensation
is paid in cash as consideration reflecting this evaluation (varying on a scale of 0% to 200% dependingon the evaluation).
● Individual targets
Performance-linked compensation for individual targets is determined at the beginning of the fiscal year,
based on the responsibilities of the individual director.
● Company targets
In principle, performance-linked compensation for company business targets is determined using thefollowing performance evaluation indicators. Those are the indicators that the Company considers asimportant management indicators.
Evaluation
periodItem

April 2020
~ March2021

Adjusted net
incomeAdjusted ROE
Improvement in
expected ROR
Adjusted net
incomeAdjusted ROE

April 2021
~ March2022

Composition
Ratio

60%
30%
10%
60%
40%

TargetResult310.0
billion yen
9.4%
100%

299.1
billion yen
8.6%
91.3%

424.0
billion yen
10.8%

578.3
billion yen
14.4%

Period for payment of
the corresponding
performance-linked
compensation
July 2021 ~June 2022

July 2022 ~June 2023

Notes: 1. Adjusted net income and adjusted ROE are management indicators of groupwide performance, ascalculated to include certain adjustments to financial accounting indicators, for purposes such as

60

promoting improvements in transparency as viewed from the market perspective.
2. Improvement in expected return on risk (ROR) is an indicator that expresses the year -on-year ratio of
improvement in the ROR in the plan for a given fiscal year. This indicator is derived by dividing the
ROR in the plan for the current fiscal year by the ROR in the plan for the previous fiscal year, andconverting the figure obtained into a percentage. The ROR in the plan for a given fiscal year is set inaccordance with the business environment and other factors.
3. Certain changes are made to the indicators used for calculating the performance -linked compensation of
Directors responsible for the international insurance business in order to reflect the result of thisbusiness.
4. The results for adjusted net income and adjusted ROE for the evaluation period from April 2020 to March
2021 were revised downwards, taking into account the difference, etc., between the estimated and actual
impact of COVID-19 at the time of setting the targets.

d. Share compensation
The Company has introduced share compensation with a view to encouraging Directors to fulfill theiraccountability responsibilities through sharing the returns from share price movements withshareholders. The main contents are as follows.
Plan period, etc.

Method used to acquire the Company’s
shares
Method used to calculate the number of
the Company’s shares, etc.
Timing of the delivery, etc. of theCompany’s shares, etc.
Voting rights associated with the shares of
the Company held within the Trust
Treatment of dividends pertaining toshares of the Company held within theTrust

The three year period commencing from July 2021, andevery 3-year period commencing from the expiration ofsuch period shall be the “Plan Period”. For each Plan
Period, the Company establishes a trust (hereinafter “theTrust”) with a trust period of 3 years or shall revise thetrust contract and make additional entrustment in order tocontinue the Trust. Directors who satisfy certain
requirements are the beneficiaries of the Trust.
Acquired through market transactions or acquired from theCompany (through the disposal of treasury shares)
Predetermined in accordance with rank and other factors(the number of points awarded will not fluctuate due toperformance, etc.)
After resignation
Voting rights shall not be exercised
Dividends shall be received by the Trust and allocated tofund the acquisition of shares of the Company and thetrust fees of the Trust.

61

Provision restrictions and claim forrefundOther details

If any illegal acts, etc., such as serious violation of duties
or internal rules, as defined by the Company are foundprior to the vesting date, the Company shall neitherdeliver its shares nor pay proceeds from selling them(malus clause). In addition, if any such illegal acts, etc.
are found after the vesting date, the Company may claim
for refund of an amount equivalent to the delivery(clawback clause).
To be determined by the Board of Directors

e. Matters concerning resolutions by General Meetings of Shareholders on remuneration, etc. for
Directors and Audit & Supervisory Board Members
Content of remuneration, etc.
Date of
Number ofshareholders
eligiblemeeting
persons
approval
Directors
Total monthly amountUp to 75 million yen June 28, 2021
14
(Up to 10 million yen)
(6)
Share
Maximum
630 million yen / 3compensation amount ofyears(sharecash(84 million yen / 3
delivery trust) contribution
years)
to the trust
Maximum
50,000 points / 1 year
total number (6,500 points / 1 year)of points
Audit &
Total monthly amountUp to 12 million yen June 27, 2011
5
Supervisory
Board
Members
Notes: 1. “Number of eligible persons” is the number at the close of the general meeting of shareholders at which
the content of remuneration, etc. was approved.
2. The bracketed text sets forth the content of remuneration, etc. for outside directors and the number of
eligible persons who are outside directors.
3. As to the share delivery trust, each point corresponds to 3 shares of the Company (reflecting the stock
split of October 1, 2022). The maximum amount to be contributed to the trust will be applied for eachperiod covered, and the maximum total number is to be applied each fiscal year.

f. Method for determining remuneration, etc. for each individual Director and Audit & Supervisory
Board Member
The Board of Directors has passed resolution on the compensation system, level of compensation,
evaluation of individual performance (distribution) and company performance based on the report fromthe Compensation Committee.
The remuneration, etc. for each individual director is determined by a resolution of the Board of62

Directors based on the above.
The remuneration, etc. for each individual Audit & Supervisory Board Member, was determined throughdiscussions by Audit & Supervisory Board Members pursuant to Article 387, Paragraph 2 of the Companies
Act.
g. Policy on determination of remuneration for Directors and Audit & Supervisory Board Members
The Board of Directors has determined the policy for determining the content of remuneration, etc. foreach individual Director and Audit & Supervisory Board Member as follows, based on the content of thereport by the Compensation Committee.
(Policy on determination of remuneration for Directors and Audit & Supervisory Board Members)
1. The Company shall ensure “transparency,” “fairness,” and “objectivity” when determining compensation
for Directors and Audit & Supervisory Board Members.
2. The following structure shall apply to compensation for Directors and Audit & Supervisory Board
Members.
Applicable
Fixed compensation
Performance-linked
Share compensation
personnel
compensation〇〇〇
Directors (Full-Time)〇〇
Outside Directors,―
Directors (Part-Time)〇
Audit & Supervisory――
Board Members*With respect to the composition ratios of each type of compensation within the base amount ofcompensation for Directors, in principle, the higher their positions, the greater the ratios of
performance-linked compensation and share compensation.
3. The purpose of each type of compensation is as described below.
Compensation type
Purpose
Performance-linked
Performance-linked compensation reflects the performance of ancompensation
organization or an individual against the predetermined company andindividual targets and is introduced to strengthen individuals’
incentives to raise the Company’s corporate value.
Share compensation
Share compensation is linked to the Company’s share price and isintroduced to encourage the recipients to fulfill their accountability toshareholders by sharing returns on the Company’s shares with them.
4. The Board of Directors shall set the level of compensation according to the responsibilities of each Director,
after setting the standard amount for each position held by Directors taking into consideration factors suchas the business performance of the Company and the level of compensation in other companies.
5. Of the different types of compensation for Directors, fixed compensation and performance-linked
compensation shall be paid monthly, while share compensation shall be delivered upon resignation.
6. The Board of Directors shall determine the contents of compensation to individual Directors and otherimportant matters concerning compensation to Directors and Audit & Supervisory Board Members.
Decisions on any matter requiring consultations with the Compensation Committee shall be made after
obtaining opinions of the said Committee.

63

h. Reasons the Board of Directors determined that the content of remuneration, etc. to individual
Directors is in line with the policy
The Compensation Committee, where an Outside Director serves as chair and Outside Directors
constitute a majority of the members, reports to the Board of Directors on the content of remu neration,etc. to individual Directors, and the Board of Directors determines the content based on the report.
Therefore, the content is considered to be in line with the policy, which includes ensuring transparency,
fairness, and objectivity.
(3) Liability Limitation Agreements and Indemnity Agreementsa. Liability limitation agreements
Name

Outline of the contract to limit liability

Akio Mimura (outside director)
Masako Egawa (outside director)
Takashi Mitachi (outside director)
Nobuhiro Endo (outside director)
Shinya Katanozaka (outside director)
Emi Osono (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. Furthermore,this limitation of liability shall only apply if the person has
acted in good faith and without gross negligence in theperformance of the duties that caused the liability.

b. Indemnity agreements
None.
(4) Directors and Officers Liability Insurance
Scope of insured persons
Directors, Audit & Supervisory Board
Members and Executive Officers of theCompany and a part of our domestic
subsidiaries

Outline of the contents of directors and officers
liability insurance
The Company has entered into a directors andofficers liability insurance contract provided for in
Article 430-3, paragraph 1 of the Companies Act
of Japan with an insurance company. The contract
covers damages and defense costs that may arise
when the insured assumes liability for the
execution of his or her duties or receives a claim
related to the pursuit of such liability. A deductible
amount is established under the contract, andinsured persons are required to cover damages anddefense costs up to a certain amount.

64

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Posts (As of March 31, 2023)
The other posts of outside directors and outside audit & supervisory board members are as described in“2. Matters Concerning Directors and Audit & Supervisory Board Members (1) Directors and Audit &Supervisory Board Members”.
Of the entities at which outside directors and outside audit & supervisory board members have otherposts, Japan Post Holdings Co., Ltd., where Mr. Akio Mimura serves as outside director, has a subsidiary
operating in the life insurance industry. Rakuten Group, 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 which companies
indicated above.
(2) Principal Activities
Name
Akio Mimura(outside director)

Masako Egawa(outside director)

Current term
in officeAttendance of board
meetings, etc.

Major activities including theremarks made at board meetings, etc.

12 years and9 months

Attended 9 of the 10 boardof directors' meetings held
during fiscal year 2022.

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 throughmany years of experience in a
management role. In addition, as
the chair of the Nomination
Committee and the Compensation
Committee, he has also contributed
to the fulfillment of supervisory
functions through nominations,performance evaluations andestablishment of appropriatecompensation system of directors,
etc.

7 years and 9 Attended all 10 board ofmonthsdirectors' meetings held
during fiscal year 2022.

65

She has fulfilled her supervisory
functions by presenting inquiries
and remarks at the board of
directors’ meetings, based on her
insight into corporate management
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. In addition, as a memberof the Nomination Committee andthe Compensation Committee, she
has also contributed to thefulfillment of supervisory functions
through nominations, performance
evaluations and establishment ofappropriate compensation systemof directors, etc.
Takashi Mitachi(outside director)

Nobuhiro Endo(outside director)

Shinya Katanozaka(outside director)

5 years and 9monthsAttended all 10 board of
directors' meetings held
during fiscal year 2022.

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 throughmany years of experience in a
consulting firm and a managementrole. In addition, as a member of
the Nomination Committee and theCompensation Committee, he has
also contributed to the fulfillmentof supervisory functions throughnominations, performance
evaluations and establishment ofappropriate compensation systemof directors, etc.

3 years and 9monthsAttended all 10 board of
directors' meetings held
during fiscal year 2022.

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 throughmany years of experience in a
management role. In addition, as amember of the Nomination
Committee and the Compensation
Committee, he has also contributed
to the fulfillment of supervisory
functions through nominations,performance evaluations andestablishment of appropriatecompensation system of directors,
etc.

2 years and 9monthsAttended all 10 board of
directors' meetings held
during fiscal year 2022.

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 throughmany years of experience in a
management role. In addition, as amember of the Nomination

66

Committee and the Compensation
Committee, he has also contributed
to the fulfillment of supervisory
functions through nominations,performance evaluations andestablishment of appropriatecompensation system of directors,
etc.
Emi Osono(outside director)

1 year and 9monthsAttended all 10 board of
directors' meetings held
during fiscal year 2022.

She has fulfilled her supervisory
functions by presenting inquiries andremarks at the board of directors’
meetings, based on her insight into
corporate management acquired
through many years of research into
corporate strategy, etc. In addition, asa member of the Nomination
Committee and the Compensation
Committee, she has also contributed
to the fulfillment of supervisory
functions through nominations,performance evaluations andestablishment of an appropriatecompensation system of directors,
etc.

Akinari Horii

11 years and9 months

Attended all 10 board of
directors' meetings and all
10 audit & supervisoryboard meetings held during
fiscal year 2022.

He has fulfilled his audit functions
by presenting inquiries and remarks,
based on his insight acquired throughmany years of experience in his roleas an executive or a regular
employee of the Bank of Japan.

8 years and 9monthsAttended all 10 board of
directors' meetings and all
10 audit & supervisoryboard meetings held during
fiscal year 2022.

He has fulfilled his audit functions
by presenting inquiries and remarks,
based on his insight acquired throughmany years of experience in his roleas an attorney-at-law.

4 years and 9monthsAttended all 10 board of
directors' meetings and all
10 audit & supervisoryboard meetings held during
fiscal year 2022.

She has fulfilled her audit functions
by presenting inquiries and remarks,
based on her insight acquired
through many years of experience inher role as an analyst in financial
institutions.

(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 of each of the members is as of March 31, 2023.
2. Description in the "Attendance of board meetings etc." and "Major activities including the remarks madeat board meetings etc." includes attendance of audit & supervisory board meetings and major activities
including the remarks made at audit & supervisory board meetings of outside audit & supervisory board
members.
3. All 10 board of directors' meetings held during fiscal year 2022 were ordinary meetings. All 10 audit &supervisory board meetings held during fiscal year 20 22 were ordinary meetings.

67

(3) Remuneration , etc.

Total amount of
remuneration, etc.

Number of persons toreceive remuneration, etc.

Remuneration, etc.
received from theinsurance holding
company (the Company)

Remuneration, etc. received
from the parent company, etc.
of the insurance holding
company (the Company)

9 persons

151 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, 2023)
Total number of shares authorized to be issued: 8,000,000 thousand shares
Total number of the issued shares: 2,002,500 thousand shares (including 9,278 thousand treasury
shares)(2) Total Number of Shareholders
185,541(Composition ratio by type of shareholders)
Financial institutions:39.5%
Financial instruments firms:
6.5%
Other domestic companies:
5.7%
Foreign companies, etc.:
33.6%
Individuals and others:
14.1%
Treasury shares:
0.5%(3) Major Shareholders (As of March 31, 2023)
Capital contribution
to the Company

Shareholders

Number ofshares held

Ratio ofshares heldThousand shares%

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

366,477

18.4

Custody Bank of Japan, Ltd. (Trust Account)

153,222

7.7

Meiji Yasuda Life Insurance Company

42,604

2.1

State Street Bank West Client - Treaty 505234

33,869

1.7

JP Morgan Securities Japan Co., Ltd.

32,4401.668Tokai Nichido Employee Stock Ownership Plan

30,5891.5

SSBTC CLIENT OMNIBUS ACCOUNT

27,862

1.4

JP Morgan Chase Bank 385632

26,844

1.3

Moxley & Co. LLC.

26,839

1.3

JP Morgan Chase Bank 385781

26,512

1.3

Notes: 1. Moxley & Co. LLC. is the registered holder of shares deposited pursuant to ADR issuance.
2. The ratio of shares held is calculated after deducting 9,278 thousand treasury shares held by the Company.

(4) Common Shares Allotted to Directors and Audit and Supervisory Board Members during the Fiscal
Year
None.
(5) Other Important Matters Concerning Common Shares
On October 1, 2022, the Company conducted a three-for-one stock split. In connection with the stock split,
the total number of shares authorized for issuance was changed from 3.3 billion shares to 8 billion shares.

69

5. Matters Concerning Share Acquisition Rights
The following table sets forth the status and outlines of the share acquisition rights issued by the Company todirectors, 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 their respective duties asof the end of the fiscal year:
Number ofshareacquisitionrights (as ofthe end of the
fiscal year)

Class andnumber ofsharesunderlying
shareacquisitionrights (as ofthe end of the
fiscal year)
1,800
commonsharesAmountpayable atissuance

Amount to be
paid upon
exercise ofshareacquisitionrightsExerciseperiodJuly 2011
6
219,500 yen
Share
Acquisition
RightsJuly 2012
17
5,100
181,900 yen
SharecommonAcquisition
sharesRights
30 years from
July 2013
10
3,000
332,600 yen
the allotment
Sharecommonof the share
Acquisition
shares1 yen peracquisition
RightsrightsJuly 2014
8
2,400
310,800 yen share
SharecommonAcquisition
sharesRightsJuly 2015
8
2,400
500,800 yen
SharecommonAcquisition
sharesRightsJuly 2016
92,700
337,700 yen
SharecommonAcquisition
sharesRightsJuly 2017
13
3,900
455,100 yen
SharecommonAcquisition
sharesRightsJuly 201811
3,300
500,700 yen
SharecommonAcquisition
sharesRightsJuly 201910
3,000
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 andParagraph 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 are consideration for execution of duties at therespective company.

70

3. Company Officers, etc. that are holders of share acquisition rights may only exercise share acquisitionrights 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 Members of 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
acquisitionacquisitionrightsrights-

Outside Directors
Number of
persons
holdingshareacquisitionrights-Number ofshareacquisitionrightsJuly 2012
Share
Acquisition
Rights17

5,100
commonsharesJuly 2013
Share
Acquisition
Rights10

3,000commonshares----1 person

10

July 2014
Share
Acquisition
Rights82,400
commonshares----1 person

8

July 2015
Share
Acquisition
Rights82,400
commonshares----1 person

8

July 2016
Share
Acquisition
Rights92,700
commonshares---1 person

9

July 2017
Share
Acquisition
Rights13

3,900
commonshares----1 person

13

July 2018
Share
Acquisition
Rights11

3,300
commonshares----1 person

11

July 2019
Share
Acquisition
Rights10

3,000commonshares----1 person

10--

Audit & Supervisory
Board Members
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights1 person17

Note: As of the end of the fiscal year, one of the directors and audit & supervisory board members of the Company has beenallotted the share acquisition rights set forth in this table, which were granted as remuneration for the performance of
his duties while he was a director, and other share acquisition rights as described below, which were granted asremuneration for the performance of his duties as an executive officer of the Company at the time of issuance of shareacquisition rights.
The July 2011 Share Acquisition Rights: 6(2) Share Acquisition Rights Allotted to Employees, etc. during the Fiscal Year
None.

71

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

PricewaterhouseCoopers
Aarata LLC
Designated Limited
Liability Partners:

Remuneration, etc. for fiscal year 2022

Other matters

142 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).

Masahiko Nara
Takaki Suzuki
Katsuki Kusachi

Notes: 1. The Audit & Supervisory Board has conducted necessary verification on the properness of the auditor’s
audit plan, the performance of the audit and the grounds for the auditor’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 notclearly distinguish between the remuneration, etc. for audit services required by the Companies Act ofJapan and the remuneration, etc. for a part of audit services required by the Financial Instruments andExchange Act of Japan, and also these services are practically inseparable. Therefore, remuneration, etc.
for fiscal year 2022 in the table above shows the aggregate amount of these remu nerations.
3. The total amount of cash and other financial benefits payable to the independent auditor by the Company
and its subsidiaries is 953 million yen.

(2) Liability Limitation Agreements and Indemnity Agreements
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 isdeemed to fall under any of the items of Article 340, paragraph 1 of the Companies Act of Japan, basedon the consent of all of Audit & Supervisory Board members. The Audit & Supervisory Board
comprehensively evaluates the professional knowledge, audit ability, audit quality, indepen dence fromthe 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 problem s in
the qualification of an independent auditor or otherwise considers it appropriate to dismiss or not
reappoint the independent auditor, the Audit & Supervisory Board shall, by resolution, submit to thegeneral 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 conductedby 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 themember firms of PricewaterhouseCoopers which is affiliated with PricewaterhouseCoopers Aarata LLC.

72

7. Basic Policy Regarding Persons Who Control the Company's Decisions on Financial Matters andBusiness 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 Policy for Internal Control” below by a resolution of the Boardof Directors, and established a system to ensure appropriate business operations (internal control
system).
Basic Policy for Internal Control
Tokio Marine Holdings, Inc. (the "Company") shall establish a basic policy for internal control inaccordance with the Companies Act of Japan and its Ordinance for Enforcement, as follows:
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 theadministration of Group companies and a system of reporting to the Board of 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 with them and throughother means.
(a) The Company shall provide Managed Companies with the Group's basic policies that form thefundamentals 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, bemade 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, and 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 reportingand implement systems for ensuring the appropriateness and reliability of fina ncial reporting.
(5)The Company shall establish the Group's basic policy for disclosure and implement systems fordisclosing information on corporate activities in a timely and proper manner.

73

(6)The Company shall establish the Group's basic policy for IT governance and implement systems forachieving IT governance.
(7)The Company shall establish the Group's basic policy for personnel matters with a view to enhancing
productivity and corporate value through comprehensive efforts to enhance employees' sati sfaction
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 compliancesystems.
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 in all phasesof the Group's business activities.
c. The Company shall have Managed Companies prepare compliance manuals and widely promotecompliance within the Group by means of training on laws, regulations, internal rules and othermatters 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, regulat ions 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 external organization and keep all directors andemployees of the Group well informed as to the use of 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 and implement
systems for efficient and effective internal audits within the Company and Group 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 outcomes through 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 and perform
quantitative risk management across the entire Group to maintain credit ratings and prevent
bankruptcies.
(3)The Company shall establish the Group's basic policy for crisis management and implement 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 an appropriateorganizational structure for achieving its business purposes in order to realize efficient execution of74

operations through a proper division of responsibilities and a chain of command.
(3)The Company shall formulate rules for and establish a "Management Meeting ," composed of
directors, executive officers and other relevant persons, that shall discuss and report on importantmanagement 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 theGroup 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' duties
The Company shall establish rules for the preservation of documents and other materials. Th e minutesof important meetings and documents containing material information regarding the execution ofduties by the directors and the executive officers shall be preserved and managed appropriately inaccordance 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 direct control of
the Audit & Supervisory Board members for the purpose of supporting them in the performance of
their duties. Upon request of the Audit & Supervisory Board members, the Company shall assign full time employees having sufficient knowledge and ability to support 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 for proceeding with audits, and such
employees shall have the right to collect information necessary for audit purposes.
(3)Performance evaluations, personnel transfers and disciplinary action concerning such employees shallbe 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 other matters. In the event thatthey detect a material violation of laws, regulations or internal rules concerning the execution ofoperations of the Company or a Group company or a fact likely to cause significant damage to theCompany 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 from them, in the event that theydetect a material violation of laws, regulations or internal rules concerning the execution ofoperations of the Company or a Group company, or a fact likely to cause considerable damage to theCompany or the Group.
(3)The Company shall establish systems necessary to ensure that directors and employees who report thematters 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 matters such as
how the hotlines (the internal whistle-blower system) are used and reports and consultations made.
8. Other systems for ensuring effective audits by the Audit & Supervisory Board members(1)The Audit & Supervisory Board members shall attend meetings of the Board of Directors, have the75right to attend Management Meetings and other important meetings and committees, and express theiropinions.
(2)The Audit & Supervisory Board members shall have the right to inspect at any time the minutes ofimportant meetings and other important documents relating to decisions approved by directors andexecutive 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 that such expenses are notnecessary.
9. Amendment and Repeal
This Policy may be amended or repealed by the Board of Directors of the Company. Notwithstanding
the foregoing, the General Manager of the Corporate Planning Department may approve minor
amendments to the Policy.

Amended on April 1, 2021

(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 accordance with 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 whileraising 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 fiscal year of 2022 as well, we have continued to confirm that there
are no significant deficiencies in internal control across the whole Group.
b. Efforts related to Management Control of Group Companies
The Company has formulated various basic policies that the Group is required to comply with in order toensure proper Group operations and to ensure compliance with laws, regulations and the Articles ofIncorporation of the Company. The Company also reviews the policies each year to determine whether
any new policies or revisions to existing policies are necessary and the Company has revised a part ofsuch basic policies fiscal year of 2022.
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 theCompany is required are identified. In accordance with these policies, the Company gives prior approval76

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 and the Group is responding to reports. The Company’s hotline can respond to internalreports in multiple languages from Japan and abroad. And in order to improve the effectiveness of thesystem, the Group is also working to disseminate information on matters such as the use of the systemand protection of whistleblowers through training, etc.
In order to continuously enhance the compliance system across the whole Group, the Group, under theleadership of a chief officer who oversees legal affairs and compliance throughout the Group, isparticularly focused on working to develop a system for fields that require global responses, such as
economic sanctions, bribery, and the protection of personal information.
d. Efforts related to Risk Management
The Company identifies risks that may have material effect on the financial soundness and continuity ofoperations of the Company, establishes countermeasures against such risks, deliberates on theimplementation of such countermeasures at the Internal Control Committee and confirms theireffectiveness at board of directors’ meetings.
Companies face increasingly diverse and complex risks, which include rising tensions in i nternational
affairs, more frequent and severe natural disasters, and more sophisticated cyberattacks. In fiscal year
2022, the Company worked to strengthen its response readiness, such as by holding meetings to discuss
measures, at which the business continuity plan (BCP) is checked and revised, and by conducting
simulation drills, based on international situations, as well as the latest predictions and assumptions incase of a volcanic eruption of Mt. Fuji in conjunction with a Nankai Trough earthquake. The Company
also strengthened its global capability to respond to cyber risks by, for example, conducting additional
studies and implementing additional measures across Group companies to make its cyber security more
effective.
In order to maintain credit ratings and prevent bankruptcy, the Board of Directors conducts a multifaceted investigation to confirm that the Group’s real net assets are at a sufficient level compared to therisks the Group faces and confirms that financial soundness is maintained.
e. Efforts related to Internal Audits
In order to achieve management objectives effectively, the Company conducts internal audits of theoperations of each department, and offers recommendations regarding improvements for any issues thatare identified. In addition, we request Group companies to conduct efficient and effective internal auditsin 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 theresults of their internal audits. In particular, for small and medium-sized Group companies, we areworking on such as collaboration initiatives with major Group companies to strengthen internal audit

77

functions and provide support for improving internal audit quality.

f. Efforts to Ensure Effective Audits by Audit & Supervisory Board Members
The Company assigns dedicated employees to assist the operations of Audit & Supervisory Board
Members. The Company also has a system in place for reporting to Audit & Supervisory Board
Members, as well as a system to ensure effective audits by Audit & Supervisory Board Members.
Under these systems, Audit & Supervisory Board Members audit the execution of duties by Directors byattending meetings of the Board of Directors and other important meetings, inspecting important
approval documents, interviewing officers and employees in executive units, an d conducting onsite
audits of offices.
The Internal Audit Department collaborates with Audit & Supervisory Board Members by providingthem with information on the internal audit plan and the outcome of the internal audit.
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.
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo, Japan(2) The Total Book Value of Shares of the Specified Wholly-owned Subsidiary Owned by theCompany 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 the Company’s
Current Fiscal Year2,374,365 million yen
10. Matters Concerning Transactions with the Parent Company
None.
11. Matters Concerning Accounting Advisers (Kaikei Sanyo)
None.
12. Other Matters
None.

78

Consolidated Balance Sheet(Yen in millions)
As of March 31, 2023
Assets871,993
999
1,863,824
8,000
18,489,522
2,576,446
399,817
132,547
204,194
4,919
58,155
1,165,860
224,927
428,601
512,330
2,262,950
3,717
77,8001,759(22,876)
27,699,816

Cash and bank deposits
Receivables under resale agreements
Monetary receivables bought
Money trusts
Securities
Loans
Tangible fixed assets
Land
Buildings
Construction in progress
Other tangible fixed assets
Intangible fixed assets
Software
Goodwill
Other intangible fixed assets
Other assets
Net defined benefit assets
Deferred tax assets
Customers' liabilities under acceptances and guarantees
Allowance for doubtful accounts
Total assets
Liabilities

20,807,869
4,287,286
16,520,582
222,8112,376,340
461,324
1,915,015
255,437
97,5593,401
132,394
132,394
137,746
6,645
1,759
24,041,966

Insurance liabilities
Outstanding claims
Underwriting reserves
Corporate bonds
Other liabilities
Payables under securities lending transactions
Other liabilities
Net defined benefit liabilities
Provision for employees' bonus
Provision for share awards
Reserves under special laws
Reserve for price fluctuation
Deferred tax liabilities
Negative goodwill
Acceptances and guarantees
Total liabilities
Net assets

150,000
2,042,054(28,056)
2,163,998
954,650(8,755)535,662(14,471)
1,467,085
33
26,731
3,657,849
27,699,816

Share capital
Retained earnings
Treasury stock
Total shareholders' equity
Unrealized gains (losses) on available-for-sale securities
Deferred gains (losses) on hedge transactions
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Stock acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

79Consolidated Statement of Income(Yen in millions)Fiscal year 2022
(April 1, 2022 to March 31, 2023)

6,648,600
5,634,811
4,469,989
50,48032,893
1,071,645
9,802
875,494
690,474
293
184,521
2,932
30,164(32,893)138,295
1,807
136,487
6,144,693
4,666,080
2,293,251
171,018
850,155
153,4722
521,666
297,831373,599
5,081
203,996
4,578
63,483
15,816
1,292
92,197
2,369
24,2591,135,646
138,970
13,953
11,646394
104,887
8,088
503,907

Ordinary income
Underwriting income
Net premiums written
Deposit premiums from policyholders
Investment income on deposit premiums
Life insurance premiums
Other underwriting income
Investment income
Interest and dividends
Gains on money trusts
Gains on sales of securities
Gains on redemption of securities
Other investment income
Transfer of investment income on deposit premiums
Other ordinary income
Amortization of negative goodwill
Other ordinary income
Ordinary expenses
Underwriting expenses
Net claims paid
Loss adjustment expenses
Agency commissions and brokerage
Maturity refunds to policyholders
Dividends to policyholders
Life insurance claims
Provision for outstanding claims
Provision for underwriting reserves
Other underwriting expenses
Investment expenses
Losses on trading securities
Losses on sales of securities
Impairment losses on securities
Losses on redemption of securities
Losses on derivatives
Investment losses on separate accounts
Other investment expenses
Operating and general administrative expenses
Other ordinary expenses
Interest expenses
Increase in allowance for doubtful accounts
Losses on bad debts
Equity in losses of affiliates
Other ordinary expenses
Ordinary profit

80

(Yen in millions)Fiscal year 2022
(April 1, 2022 to March 31, 2023)

34,035
7,840
5,936
5,936
20,258
8,584
4,616
3,740
228
529,358
176,548
3,179
179,727
349,630(26,817)
376,447

Extraordinary gains
Gains on disposal of fixed assets
Reversal of reserves under special laws
Reversal of reserve for price fluctuation
Other extraordinary gains
Extraordinary losses
Losses on disposal of fixed assets
Impairment losses on fixed assets
Other extraordinary losses
Income before income taxes and non-controlling interests
Income taxes - current
Income taxes - deferred
Total income taxes
Net income
Net income (loss) attributable to non-controlling interests
Net income attributable to owners of the parent

81Consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2022 (April 1, 2022 to March 31, 2023)(Yen in millions)Shareholders' equity
Retainedearnings

Share capital
Beginning balance

150,000

1,954,445

Treasury stock

Total
shareholders'equity(13,179)

2,091,265

Changes during the year
Dividends(192,151)(192,151)

Net income attributable toowners of the parent

376,447

376,447(111,691)(111,691)

0

688

688

(96,126)

96,126−

Purchases of treasury stock
Disposal of treasury stock
Cancellation of treasury stock
Changes in equity resulted
from increase in capital of
consolidated subsidiaries

(49)

(49)

Others

(509)

(509)

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

87,609(14,876)

72,732150,000

2,042,054(28,056)

2,163,998

Accumulated other comprehensive income
Unrealized gains
Deferred gains Foreign currency Remeasurements(losses) on(losses) on hedgetranslationof defined
available-for-saletransactions
adjustments
benefit planssecurities
Beginning balance

1,835,605(1,551)

110,335(15,011)Stockacquisitionrights33

Non-controlling
Total net assetsinterests

51,9494,072,625

Changes during the year
Dividends(192,151)

Net income attributable toowners of the parent

376,447

Purchases of treasury stock(111,691)

Disposal of treasury stock

688

Cancellation of treasury stock−

Changes in equity resulted
from increase in capital of
consolidated subsidiaries(49)

Others(509)

Net changes in items otherthan shareholders' equity(880,954)(7,203)425,326

540−(25,217)(487,508)

Total changes during the year

(880,954)(7,203)425,326

540−(25,217)(414,775)

Ending balance

954,650(8,755)535,662(14,471)

33

26,731

3,657,849

82

Notes to Consolidated Financial Statements
Significant Accounting Policies
1. Scope of consolidation(1) Number of consolidated subsidiaries: 172 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.
Delphi Financial Group, Inc.
HCC Insurance Holdings, Inc.
Privilege Underwriters, Inc.
Tokio Marine Kiln Group Limited
Tokio Marine Asia Pte. Ltd.
Tokio Marine Life Insurance Singapore Ltd.
Tokio Marine Seguradora S. A.
Standard Security Life Insurance Company of New York and four other companies are included in the scope of consolidation from the fiscal year 2022 dueto the acquisition of shares, etc.
Chestnut Investors IV, Inc. and two other companies are excluded from the scope of consolidation from the fiscal year 2022 due to the liquidation, etc.
(2) Names of major non-consolidated subsidiaries
Names of major non-consolidated subsidiaries:
Tokio Marine & Nichido Adjusting Service Co., Ltd.
Tokio Marine Life Insurance (Thailand) Public Company Limited
Reason for exclusion from the scope of consolidation:
Each non-consolidated subsidiary is small in scale in terms of total assets, sales, net income or loss and retained earnings. As such non-consolidated
subsidiaries are not considered to materially affect any reasonable determination as to the Group's financial condition and results of operations, thesecompanies are excluded from the consolidation.
2. Application of the equity method(1) Number of non-consolidated subsidiaries and affiliates accounted for by the equity method: 9 companies
Names of major affiliates accounted for by the equity method:IFFCO-Tokio General Insurance Company Limited
Newa Insurance (Cambodia) Plc. is included in the application of the equity method from the fiscal year 2022 due to the capital increase to Tokio
Marine Newa Insurance Co., Ltd.
(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.) are not accounted for by the equity method because these companies have an
immaterial effect on the Company's consolidated net income or loss as well as consolidated retained earnings.
(3) The Company owns 30.1% of the total voting rights of Japan Earthquake Reinsurance Co., Ltd. through Tokio Marine & Nichido and Nisshin Fire.
However, the Company does not consider Japan Earthquake Reinsurance Co., Ltd. to be its affiliate since it cannot exert a significant influence on any
decision making of its policies given the highly public nature of their business.
(4) When a company accounted for by the equity method has a different closing date from that of the Company, in principle, the financial statements preparedat its closing date are used for presentation in the consolidated financial results.

83

3. Balance sheet date of consolidated subsidiaries
There are one domestic subsidiary and 162 overseas subsidiaries whose balance sheet dates are December 31. The consolidated financial statements incorporate
the results of these subsidiaries for the period ended December 31. Necessary adjustments for the consolidation are made for material transactions that occur
during the three-month lag between the balance sheet dates of these subsidiaries and the consolidated balance sheet date.
4. Accounting policies(1) Accounting for insurance contracts
Accounting for insurance contracts such as insurance premiums, outstanding claims and underwriting reserves of domestic consolidated insurance
subsidiaries is stipulated under Insurance Business Act and other laws and regulations.
(2) Valuation of securities
a. Trading securities are measured at fair value, with the costs of their sales being calculated based on the moving-average method.
b. Bonds held to maturity are recorded at amortized cost based on the moving-average method (straight-line method).
c. Bonds earmarked for underwriting reserves are stated at amortized cost under the straight-line 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 Japanese Institute of Certified Public Accountants (the "JICPA"), November 16, 2000).
The following is a summary of the risk management policy concerning bonds earmarked for underwriting reserves.
In order to adequately manage interest rate risk related to assets and liabilities, Tokio Marine & Nichido Life has established "part of underwriting
reserve for individual insurance policies (non-participating or participating)" as an underwriting reserve subgroup. Tokio Marine & Nichido Life's
policy is to match the duration of the underwriting reserve in the subgroup with the same or similar duration of bonds that are earmarked forunderwriting reserves.
d. Available-for-sale securities (except for securities without a market price) are measured at fair value. Unrealized gains/losses on available-for-salesecurities are included in net assets, and the costs of sales are calculated using the moving-average method.
e. Securities without a market price in available-for-sale securities are stated at original cost by the moving-average method.
f. Securities held in individually managed money trusts that are mainly invested in securities for trading are measured at fair value.
(3) Valuation of derivative transactions
Derivative financial instruments are measured at fair value.
(4) Depreciation method for tangible fixed assets
Depreciation of tangible fixed assets is calculated using the straight-line method.
(5) Depreciation method for intangible fixed assets
Intangible fixed assets recognized in acquisitions of overseas subsidiaries are amortized over the estimated useful life reflecting the pattern of the assets'
future economic benefits.
(6) Accounting policies for significant reserves and allowancesa. Allowance for doubtful accounts
In order to prepare for the losses from bad debts, allowances are provided pursuant to the rules of asset self-assessment and the rules of asset write-off.
Allowances are provided by major domestic consolidated subsidiaries as follows.
For receivables from any debtor who has legally, or in practice, become insolvent (due to bankruptcy, special liquidation or suspension oftransactions with banks based on the rules governing clearing houses, etc.) and for receivables from any debtor who has substantially become insolvent,allowances are provided based on the amount of any such receivables deducting the amount expected to be collectible calculated based on the disposalof collateral or execution of guarantees.
For receivables from any debtor who is likely to become insolvent in the near future, allowances are provided based on the amount of any suchreceivables deducting the amount expected to be collectible through the disposal of collateral or execution of guarantees and the overall solvency
assessment of the relevant debtor.
For receivables other than those described above, allowances are the amount of receivables multiplied by the default rate, which is calculated basedon historical default experience in certain previous periods.
In addition, all receivables are assessed by the asset accounting department and the asset management department in accordance with the rules ofasset self-assessment. Subsequently, the asset auditing departments, which are independent from other asset-related departments, conduct audits of theassessment results of the other asset-related departments. Allowances are provided based on such assessment results as stated above.
b. Provision for employees' bonus
To provide for payment of bonuses to employees, the Company and its major consolidated domestic subsidiaries recognize Provisions for employees'
bonus based on the expected amount to be paid.
c. Provision for share awards
To provide the Company's shares to Directors and Executive Officers pursuant to the share delivery rules, the Company recognizes Provision for shareawards based on the expected amount of obligation as of the end of the fiscal year 2022.
d. Reserve for price fluctuation
Domestic consolidated insurance subsidiaries recognize reserves in accordance with Article 115 of the Insurance Business Act in order to provide forpossible losses or damages arising from fluctuation of share prices, etc.

84(7) Accounting methods for retirement benefitsa. The method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, the method of attributing expected retirement benefits to periods is based on the benefit formula basis.
b. The method of amortization of actuarial gains and losses and past service costs
Actuarial gains and losses for each fiscal year are amortized proportionally from the following fiscal year using the straight-line method over a certain
number of years (5 to 13 years) within the average remaining work period of employees at the time of occurrence.
Past service costs are amortized by the straight-line method over a certain number of years (7 to 13 years) within the average remaining work
period of employees at the time of occurrence.
(8) Consumption taxes
For the Company and its domestic consolidated subsidiaries, consumption taxes are accounted for by the tax-excluded method except for costs such as
Operating and general administrative expenses incurred by domestic consolidated insurance subsidiaries which are accounted for by the tax-included
method.
In addition, any non-deductible consumption taxes, in respect of assets, are included in Other assets and are amortized over five years using thestraight-line method.
(9) Hedge accounting
a. Interest rate
To mitigate interest rate fluctuation risks associated with long-term insurance policies, Tokio Marine & Nichido and Tokio Marine & Nichido Life
conduct Asset Liability Management ("ALM") to control such risks by evaluating and analyzing financial assets and insurance liabilities
simultaneously.
As for interest rate swaps that are used to manage such risks, Tokio Marine & Nichido and Tokio Marine & Nichido Life apply deferred hedge
accounting to the swaps based upon the Industry Committee Practical Guideline No. 26, "Accounting and Auditing Treatments related to Application of
Accounting for Financial Instruments in the Insurance Industry" (issued by the JICPA, March 17, 2022).
Assessment of hedge effectiveness is omitted because the companies group hedged insurance liabilities with the interest rate swaps that are thehedging instruments, based on the period remaining for the instruments, and the hedge is highly effective.
b. Foreign exchange
Major domestic consolidated insurance subsidiaries apply fair value hedge accounting, deferred hedge accounting or assignment accounting for certain
foreign exchange forwards and certain currency swaps used to reduce future currency risk such as in assets denominated in foreign currency.
Assessment of hedge effectiveness is omitted because the principal terms of the hedging instruments and the hedged items are identical and the hedge ishighly effective.
(10) Methods and periods of amortization of goodwill
Regarding goodwill recognized as an asset on the consolidated balance sheet, goodwill in connection with Philadelphia Consolidated Holding Corp. isamortized over 20 years using the straight-line method. Goodwill in connection with HCC Insurance Holdings, Inc. is amortized over 10 years using thestraight-line method. Goodwill in connection with Privilege Underwriters, Inc. is amortized over 15 years using the straight-line method. Other goodwill isamortized over 5 to 15 years using the straight-line method. Other goodwill in small amounts is amortized immediately.
Negative goodwill incurred before March 31, 2010 and recognized as a liability on the consolidated balance sheet is amortized over 20 years using thestraight-line method.

85

Significant Accounting Estimates
Items including accounting estimates that could have a significant impact on the financial condition or results of operations of the Company and its consolidated
subsidiaries are as follows:
1. Outstanding claims(1) The carrying amount shown on the consolidated balance sheet as of March 31, 2023
Outstanding claims
4,287,286 million yen(2) Information on the significant accounting estimatesa. Calculation method
Outstanding claims is estimated as the amount of claims, refunds and other benefits (hereinafter referred to as "Claims") deemed tohave resulted in an obligation under an insurance contract that have not yet been paid.
b. Key assumptions used in the calculations
Outstanding claims is estimated based on the ultimate settlement of Claims by using the assumptions calculated mainly from
historical payment experience.
c. Impact on the consolidated financial statements for the following fiscal year
Due to the revision of laws and regulations or court decisions, etc., the ultimate settlement of Insurance Claims may change fromthe initial estimate, and the amount recorded for outstanding claims may increase or decrease.
2. Impairment of goodwill(1) The carrying amount shown on the consolidated balance sheet as of March 31, 2023
Goodwill
428,601 million yen(2) Information on the significant accounting estimatesa. Calculation method
Impairment of goodwill is recognized mainly in accordance with the procedures for identifying indications of impairment, assessing
the recognition of an impairment loss and measuring an impairment loss for each unit to which goodwill is attributed (hereinafterreferred to as "Reporting unit") whose performance is reported independently for the Company's management purpose.
First, for each Reporting unit, the Company assesses if indications of impairment are identified, such as deterioration in thelatest operating results and future prospects, a significant negative deviation compared to the business plan at the time ofacquisition, or significant adverse changes in the business environment including market conditions. For Reporting units for whichindications of impairment were identified, an impairment loss is recognized if the total amount of undiscounted future cash flows is
less than the book value of goodwill. For Reporting units for which recognition of an impairment loss is deemed necessary, thebook value of goodwill shall be reduced to the recoverable amount which is calculated by discounting future cash flows, andrecognizes the reduced amount as impairment loss.
b. Key assumptions for the calculations
Future cash flows and discount rates are used to calculate impairment loss on goodwill.
Future cash flows are estimated based on the latest rational business plan, taking into account the growth, etc., based on thebusiness environment of each Reporting unit.
The discount rate is the pre-tax interest rate, which is the cost of capital plus necessary adjustments such as interest rate
differentials.
c. Impact on the consolidated financial statements for the following fiscal year
An impairment loss may be incurred if undiscounted future cash flows significantly decline due to, for example, a significant
deterioration in profitability from the assumption at the time of acquisition and a significant downward deviation from the businessplan.
3. Market value evaluation of financial instruments(1) The carrying amount shown on the consolidated balance sheet as of March 31, 2023
Please refer to "Information on Financial Instruments".
(2) Information on significant accounting estimatesa. Calculation method and Key assumptions for the calculations
With regards to the calculation method of the fair value of financial instruments and key assumptions for the calculations, please refer to "Information
on Financial Instruments-2. Fair value of financial instruments and breakdown by input level (Note 1)".
b. Impact on the consolidated financial statements for the following fiscal year
Key assumptions may change due to changes in the market environment, and the fair value of financial instruments may increase or decrease.

Changes in Accounting Policies
The Company has applied "Implementation Guidance on Accounting Standard for Fair Value Measurement" (ASBJ Guidance No.31, June 17, 2021) (hereinafterreferred to as "Guidance for Application of Fair Value Measurement") from the beginning of the fiscal year 2022.
In accordance with the transitional treatment set forth in Paragraph 27-2 of Guidance for Application of Fair Value Measurement, the Company has prospectively
applied a new accounting policy prescribed by Guidance for Application of Fair Value Measurement.
The effect of applying Guidance for Application of Fair Value Measurement on consolidated financial statements is immaterial.

86Additional Information
The Company and its major domestic consolidated subsidiaries have adopted a structure called Board Incentive Plan Trust (hereinafter, the "BIP Trust") as astock-based compensation system (hereinafter, the "System") for its Directors and Executive Officers (hereinafter, the "Directors, etc."). The Company and its
major domestic consolidated subsidiaries have applied the "Practical Solution on Transactions of Delivering the Company's Own Stock to Employees etc. throughTrusts" (Practical Solution Report No. 30, March 26, 2015) to the accounting treatment for the System.
Under the System, the Company and its major domestic consolidated subsidiaries entrust with the trustee the monies to pay for the Company's stock-based
compensation to acquire the Company's shares through the trust. The Eligible Directors, etc. who meet certain beneficiary requirements will receive, after theirresignation, the Company's shares in the number that is equivalent to a certain ratio of the granted points accumulated pursuant to the share delivery rules andmoney corresponding to the conversion value of the Company's shares through the trust.
The Company's shares remaining in the trust are recorded as treasury stock in shareholders' equity. The book value of such treasury stock is 4,272 million yen, andthe number of shares is 2,117,000 shares as of the end of the fiscal year 2022.

87Notes to Consolidated Balance Sheet
1. Accumulated depreciation of tangible fixed assets is 406,178 million yen and advanced depreciation of tangible fixed assets is 17,313 million yen, both
deducted from acquisition costs.
2. The amount recognized as Securities (equity) of non-consolidated subsidiaries and affiliates is 174,645 million yen and the amount recognized as Securities(partnership) of non-consolidated subsidiaries and affiliates is 26,229 million yen.
3. The total amount of bankrupt or de facto bankrupt assets, doubtful assets, loans past due for three months or more, and restructured loans among the assets
under the Insurance Business Acts is 140,589 million yen.
Major components are as follows:(1) The amount of bankrupt or de facto bankrupt assets is 8,553 million yen.
Bankrupt or de facto bankrupt assets are receivables from any debtor who has become insolvent due to the commencement of bankruptcy proceedings,
reorganization proceedings or rehabilitation proceedings and receivables equivalent to them.
(2) The amount of doubtful assets is 130,647 million yen.
Doubtful assets are receivables from any debtor who has not become insolvent, but which the principal or interest according to the contract are
unlikely to be collected due to deterioration in the financial condition and business performance of the debtor. Assets classified as bankrupt or de facto
bankrupt assets are excluded.
(3) The amount of loans past due for three months or more is 0 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 fromthe date following the due date. Loans classified as bankrupt or de facto bankrupt assets and doubtful assets are excluded.
(4) The amount of restructured loans is 1,388 million yen.
Restructured loans are loans on which concessions (e.g. reduction of the stated interest rate, deferral of interest payment, extension of the maturity
date, forgiveness of debt) are granted to borrowers in financial difficulties to assist them in their corporate restructuring or financial recovery by improving
their ability to repay creditors. Restructured loans do not include loans classified as bankrupt or de facto bankrupt assets, doubtful assets, or loans past due
for three months or more.
4. The value of assets pledged as collateral totals 58,414 million yen in Bank deposits, 34,309 million yen in Monetary receivables bought, 822,209 million yen in
Securities, and 394,719 million yen in Loans.
The value of collateralized corresponding debt obligations totals 223,584 million yen in Outstanding claims, 284,953 million yen in Underwriting reserves,and 271,147 million yen in Other liabilities (payables under repurchase agreements, etc.).
5. The fair value of commercial paper received under resale agreements which the Company has the right to dispose of by sale and rehypothecation is 999 million
yen. They are wholly held by the Company.
6. Securities lent under loan agreements are 939,517 million yen.
7. The outstanding balance of undrawn loan commitments is as follows:(Yen in millions)
Total loan commitments
1,702,132
Balance of drawn loan commitments
1,285,057
Undrawn loan commitments

417,075

8. The amounts of assets and liabilities in separate accounts as prescribed in Article 118 of the Insurance Business Act are both 211,546 million yen.
9. Tokio Marine & Nichido guarantees the liabilities of the following subsidiary.
Tokio Marine Compania de Seguros, S.A. de C.V.
8,098 million yen
10. Subordinated term loans, included in Other liabilities, of which the repayment is subordinated to other obligations, are 100,000 million yen.

88

Notes to Consolidated Statement of Income
1. Major components of business expenses are as follows:(Yen in millions)
Agency commissions, etc.
687,846
Salaries
379,631
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. Other extraordinary gains are primarily attributable to 18,145 million yen of Gains on sales of shares of subsidiaries and affiliates.
3. The Company recognized impairment losses on the following assets:
Purpose of use

Category

Properties for business use(Other business(nursing care business))
Idle properties or properties
planned for sale

Location

Impairment loss (Yen in millions)
Land

Building

OthersTotal

3 properties, including
Land and buildings

Land and buildings

buildings in Setagaya-ku,
Tokyo
15 properties, including
buildings in Kawachi-county,
Tochigi

Total

160

77

36

275

2,295

1,169

−

3,464

2,456

1,247

36

3,740

Properties are classified as follows: (a) properties for use in insurance business are grouped by each consolidated company and (b) other properties including
properties for rent, idle properties, or properties planned for sale and properties for business use in other business (nursing care business) are grouped on an
individual basis.
The total amount of projected future cash flows generated from other business (nursing care business) fell below the book values of the properties used
for this business. Consequently, the Company wrote off the excess of the book values of such properties over the recoverable amounts and recognized such
write-offs as impairment losses in Extraordinary losses. The recoverable amount is primarily the net sales price of each property. Net sales price is the appraisal
value by real estate.
The Company wrote off the excess of the book values over the recoverable amount for certain idle properties or properties planned for sale, mainly due
to the decision to sell the properties, and recognized any such write-offs as impairment losses in Extraordinary losses. The recoverable amount is the net sales
price of each property. Net sales price is the appraisal value by real estate appraisers less anticipated expenses for disposal of the relevant property.

89Notes to Consolidated Statement of Changes in Shareholders' Equity
1. Type and number of issued stock and treasury stock(Unit: thousand shares)
Number of shares
as of April 1, 2022

Increase during
the fiscal year 2022

Decrease during
the fiscal year 2022

Number of shares
as of March 31, 2023

Issued stock
Common stock
Total

680,000
680,000

1,360,000
1,360,000

37,50037,5002,002,500
2,002,500

2,217
2,217

46,85646,85637,67837,678

11,396
11,396

Treasury stock
Common stock
Total

Note: 1. The Company implemented a stock split by a ratio of three shares per share with an effective date of October 1, 2022.
2. The number of shares of common stock at the beginning and the end of the fiscal year 2022 respectively include 819 thousand and 2,117 thousand sharesof treasury stock held by Board Incentive Plan Trust (hereinafter, the "BIP Trust").
3. The increase of 1,360,000 thousand shares of common stock is entirely attributable to the stock split.
4. The decrease of 37,500 thousand shares of common stock is entirely attributable to the cancellation of treasury stock.
5. The increase of 46,856 thousand shares of common stock is primarily attributable to the acquisition of 25,914 thousand shares of treasury stock conductedbased on resolution by the Board of Directors and 20,934 thousand shares of the stock split.
6. The decrease of 37,678 thousand shares of common stock is primarily attributable to the cancellation of 37,500 thousand shares of treasury stock and thesale of 177 thousand shares of treasury stock by BIP Trust.
2. Stock acquisition rights (including those owned by the Company)
Category
The Company (parent company)

Nature of stock acquisition rights
Stock acquisition rights as stock options

Amount as of March 31, 2023 (Yen in millions)33

3. Dividends(1) Amount of dividends
Resolution

Type of stock

Amount ofdividends paid
(Yen in millions)

Dividends
per share(Yen)

Record date

Effective dateOrdinary General Meeting
Commonof Shareholders held on
March 31, 2022
June 28, 2022
91,611135.00stock
June 27, 2022
Meeting of the Board of
CommonDirectors held on
September 30, 2022
December 12, 2022
100,540150.00stock
November 18, 2022
Note: 1. For dividends resolved at the ordinary general meeting of shareholders held on June 27, 2022, the amount of dividends paid includes dividends fortreasury stock held by BIP Trust of 110 million yen.
2. For dividends resolved at the meeting of the Board of Directors held on November 18, 2022, the amount of dividends paid includes dividends for treasury
stock held by BIP Trust of 110 million yen.
3. The Company implemented a stock split by a ratio of three shares per share with an effective date of October 1, 2022, but the amount of dividends per
share is before the stock split.
(2) Dividends of which the record date falls within the fiscal year 2022, and the effective date falls after March 31, 2023
The Company intends to obtain approval for the following dividend payment at the 21st Ordinary General Meeting of Shareholders to be held on June 26,
2023.
Resolution

Type of stock

Amount ofdividends paid
(Yen in millions)

Source ofdividends

Dividends
per share(Yen)

Ordinary General Meeting
CommonRetainedof Shareholders held on
99,66150.00
stockearnings
June 26, 2023
Note: The amount of dividends paid includes dividends for treasury stock held by BIP Trust of 105 million yen.

90

Record date

Effective date

March 31, 2023

June 27, 2023

Information on Financial Instruments
1. Qualitative information on financial instruments
The core operation of the Company is its insurance business, and it invests utilizing the cash inflows mainly arising from insurance premiums. Therefore, theCompany seeks to appropriately control risks based on the characteristics of insurance products primarily through ALM. The Company thereby aim to ensurestable, long-term earnings while realizing efficient management of liquidity.
Specifically, our approach entails controlling interest rate risks associated with insurance liabilities while assuming a certain degree of credit risks byinvesting in bonds with high credit ratings. At the same time, the Company endeavor to ensure medium-to-long-term earnings by diversifying risks and asset
management approaches in Japan and overseas through the utilization of a wide range of products including foreign securities. Foreign exchange forwards andother derivative transactions are used to mitigate risks associated with the Company's asset portfolio.
In order to manage these investment risks, in major consolidated subsidiaries, risk management departments which are independent of trading departments
control market risk, credit risk and other risks related to financial instruments both quantitatively and qualitatively.
Through these approaches, the Company aims to increase investment income in order to maximize net asset value in the medium-to-long-term andmaintain financial soundness.
2. Fair value of financial instruments and breakdown by input level
The tables below show carrying amounts shown on the consolidated balance sheet, fair value, differences of financial instruments, and fair value breakdown by
input level as of March 31, 2023.
Securities without a market price, and investments in partnerships are not included below. (Refer to Note 2.)
The fair values of financial instruments are classified into the following three levels depending on the observability and significance of the input used in
the fair value calculation:
Level 1: Fair value measured by the market price of the asset or liability in active markets among the observable inputs
Level 2: Fair value measured by the observable inputs other than the Level 1 inputs
Level 3: Fair value measured by unobservable inputs
If multiple inputs are used with a significant impact on the fair value measurement, the fair value measurement is categorized in its entirety in the samelevel of the fair value hierarchy as the lowest level input.
(1) Financial instruments recorded at fair value on the consolidated balance sheet(Yen in millions)
Carrying amount shown on the consolidated balance sheet
Level 1
Monetary receivables bought

Level 2

Level 3

Total−

1,592,732

271,091

1,863,824

103,999

479,147

10,347593,494

4,920,572

5,157,840

151,727

10,230,139−−

20,274

20,274

Securities
Trading securities
Available-for-sale securities
Loans

6,491

87,4786,494

100,465

5,031,063

7,317,198

459,935

12,808,198

Derivative transactions

200

114,835

9,367

124,403

Liabilities

200

114,835

9,367

124,403

Derivative transactions
Assets91

(2) Financial instruments which are not recorded at fair value on the consolidated balance sheet
Cash and bank deposits, Receivables under resale agreements and Payables under securities lending transactions are omitted since they are mainly scheduled
to be settled in a short period of time and the fair value approximates the book value.
(Yen in millions)
Fair value
Level 3

Total

Carrying amountshown on the
consolidatedbalance sheet

Difference

Level 1

Level 2

Bonds held to maturity

3,780,595

1,437,539−

5,218,135

5,116,287

101,848

Bonds earmarked forunderwriting reserves

1,035,122

675,540−

1,710,663

2,104,656(393,993)−−

2,538,764

2,538,764

2,554,213(15,448)

4,815,718

2,113,080

2,538,764

9,467,563

9,775,156(307,593)

Corporate bonds−

210,939−

210,939

222,811(11,871)

Liabilities−

210,939−

210,939

222,811(11,871)

Securities

Loans (*)
Assets(*) Carrying amount shown on the consolidated balance sheet is the loans after the deduction of Allowance for doubtful accounts earmarked for loans of 1,958
million yen.
(Note 1) Description of the valuation techniques and inputs used in the fair value measurement.
Monetary receivables bought
The fair value of Monetary receivables bought is measured using valuation techniques such as discounted cash flow and matrix pricing. These valuation
techniques include the inputs such as yield curves, prepayment rates and market prices of similar type of securities.
The fair value is categorized within Level 2 if unobservable inputs are either not included or not significant in the valuation techniques. It is categorized
within Level 3 if unobservable inputs are significant in the valuation techniques.
Securities
The fair value of securities which is measured using quoted prices in active markets is categorized within Level 1. The fair value of securities which is basedon quoted prices in inactive markets is categorized within Level 2.
If quoted prices in markets are not available, the fair value of securities is measured using valuation techniques such as discounted cash flow and matrix
pricing. These valuation techniques include the inputs such as yield curves, credit spreads and market prices of similar type of securities.
The fair value is categorized within Level 2 if unobservable inputs are either not included or not significant in the valuation techniques. It is categorized
within Level 3 if unobservable inputs are significant in the valuation techniques.
The fair value of major investment trusts for which quoted prices in markets are not available is based on net asset value because there is no significant
restriction on cancellation. It is categorized within Level 2.
Loans
With regard to floating rate loans, fair value is measured using the book value and is categorized within Level 3 as long as there are no significant changes in
the credit status of the borrowers, since the fair value is considered to approximate the book value as the changes in interest rates are reflected in a timely
manner in the future cash flows.
With regard to fixed rate loans, the fair value is measured using valuation techniques such as discounted cash flow. These valuation techniques include
the inputs such as yield curves and credit spreads. The fair value of fixed rate loans is categorized within Level 3.
With regard to loans of which borrowers are insolvent or in bankruptcy proceedings, the fair value approximates the amount after deducting theestimated uncollectible debts from the carrying amount. Therefore, the fair value is measured with such amount and is categorized within Level 3.
Corporate bonds
The fair value of Corporate bonds is measured using quoted prices in markets and others and categorized within Level 2.
Derivative transactions
With regard to exchange-traded derivative transactions, the fair value is measured using the closing prices at exchanges and others. For over-the-counter
derivative transactions, the fair value is measured using valuation techniques such as the Black-Scholes model and the discounted cash flow, using the inputs
such as swap rates, forward rates, volatilities and basis swap spreads.
The fair value of derivative transactions which is measured using closing prices at exchanges and others is categorized within Level 1. It is categorized
within Level 2 if unobservable inputs are either not included or not significant in the valuation techniques. It is categorized within Level 3 if unobservable
inputs are significant in the valuation techniques.

92

(Note 2) The amounts of securities without a market price, and investments in partnerships on the consolidated balance sheet(Yen in millions)
Securities without a market price (*1)

241,530

Investments in partnerships (*2)

199,802

Total

441,333(*1) Securities without a market price include unlisted stocks and others. These are not subject to fair value disclosure in accordance with Paragraph 5 of
"Implementation Guidance on Disclosures about Fair value of Financial Instruments" (ASBJ Guidance No. 19, March 31, 2020).
(*2) Investments in partnerships are not subject to fair value disclosure in accordance with Paragraph 24-16 of "Guidance for Application of Fair Value
Measurement".

Investment Property
1. Some consolidated subsidiaries own office buildings and land mainly in Tokyo, Osaka and Nagoya, of which some properties are leased.
2. Fair value of investment property(Yen in millions)
Carrying amount shown on balance sheet

Fair value

84,954

148,785

Note: 1. Carrying amount is the acquisition cost after the deduction of accumulated depreciation and accumulated impairment losses.
2. Fair value at the end of the fiscal year is primarily based on appraisals by qualified independent valuers.

Per Share Information
Net assets per share
Net income per share

1,823.65 yen
187.33 yen

Note: The Company implemented a stock split by a ratio of three shares per share with an effective date of October 1, 2022. Net assets per share and Net
income per share are calculated based on the assumption that the stock split was implemented at the beginning of the fiscal year 2022.

93Non-consolidated Balance Sheet(Yen in millions)
As of March 31, 2023
Assets64,005
7,123
55
56,232593
2,310,360
63
49
14
2,557
2,556
0
2,307,739
2,306,256
1,366
116
2,374,365

Current assets:
Cash and bank deposits
Prepaid expenses
Accounts receivable
OthersNon-current assets:
Tangible fixed assets
VehiclesTools, furniture and fixtures
Intangible fixed assets
SoftwareTelephone subscription right
Investments and other assets
Shares of subsidiaries and affiliates
Deferred tax assets
OthersTotal assets
Liabilities

7,750
2,584
2,606
401
19
558
53
1,156
370
3,727
326
3,401
11,478Current liabilities:
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office tax
Accrued consumption taxes
Deposits received
Provision for employees' bonus
OthersNon-current liabilities:
Provision for retirement benefits
Provision for share awards
Total liabilities
Net assets

2,362,852
150,000
1,511,485
1,511,485
729,423
729,423
332,275
397,147(28,056)33
2,362,886
2,374,365

Shareholders' equity:
Share capital
Capital surplus
Additional paid-in capital
Retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Treasury stock
Stock acquisition rights
Total net assets
Total liabilities and net assets

94Non-consolidated Statement of Income(Yen in millions)Fiscal year 2022
(April 1, 2022 to March 31, 2023)
Operating revenue:

262,168
28,282
1,110

Dividends from subsidiaries and affiliates
Fees from subsidiaries and affiliates
System use charge received from subsidiaries and affiliates

291,561

Operating expenses:

28,440

Selling and general administrative expenses
Operating profit

28,440263,121

Non-operating revenue:

0
98
23
120

Interest income
Gains on forfeiture of unclaimed dividends
Administrative service fee income
Others242

Non-operating expenses:

280Commissions for purchases of treasury stock
Miscellaneous expenses
Ordinary profit

28
263,335

Extraordinary gains:

1

Gains on sales of fixed assets

1

Extraordinary losses:

175
9
35

Impairment losses on shares of subsidiaries and affiliates
Losses on sales of fixed assets
Losses on retirement of fixed assets
Income before income taxes

538
(117)

Income taxes - current
Income taxes - deferred
Net income

95

219
263,117421
262,695

Non-consolidated Statement of Changes in Shareholders' Equity
Fiscal year 2022 (April 1, 2022 to March 31, 2023)(Yen in millions)Shareholders' equity
Capital surplus

Beginning balance

Retained earnings
Other retained earnings

Share capital

Additional
paid-in capital

Other capitalsurplus150,000

1,511,485−

Retained
General reserve earnings carriedforward332,275

422,730

Treasurystock(13,179)

Total
shareholders'equity2,403,312

Changes during the year
Dividends(192,151)

Net income

262,695

Purchases of treasury stock(192,151)
262,695(111,691)(111,691)

Disposal of treasury stock

0

688

688

Cancellation of treasury stock(96,126)

96,126−

Transfer from retained
earnings to capital surplus

96,126(96,126)−

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

−

−

−

−

(25,582)(14,876)(40,459)

150,000

1,511,485−

332,275

397,147(28,056)

2,362,852

StockacquisitionrightsBeginning balance

33

Total net
assets2,403,346

Changes during the year
Dividends(192,151)

Net income

262,695

Purchases of treasury stock(111,691)

Disposal of treasury stock

688

Cancellation of treasury stock−

Transfer from retained
earnings to capital surplus−

Net changes in items otherthan shareholders' equity−−

Total changes during the year−

(40,459)

Ending balance33

2,362,886

96

Notes to Non-consolidated Financial Statements
Significant Accounting Policies
1. Valuation of securities
Investments in subsidiaries and affiliates are stated at original cost by the moving-average method.
2. Depreciation method for fixed assets(1) Depreciation of tangible fixed assets is calculated using the straight-line method.
The principal useful lives are as follows:
Furniture and fixtures

3 to 15 years(2) Depreciation of intangible fixed assets is calculated using the straight-line method.
The principal useful lives are as follows:
Software for internal use

5 years

3. Accounting policies for reserves and allowance(1) To provide for payment of bonus to employees, the Company recognizes Provision for employees' bonus based on the expected amount to be paid.
(2) To provide for payment of employees' retirement benefits, the Company recognizes the amount deemed to have incurred as of the end of the fiscal year
2022 as Provision for retirement benefits.
(3) To provide the Company's shares to Directors and Executive Officers pursuant to the share delivery rules, the Company recognizes Provision for shareawards based on the expected amount of obligation as of the end of the fiscal year 2022.

Additional Information
The Company has adopted a structure called Board Incentive Plan Trust as a stock-based compensation system (hereinafter, the "System") for its Directors andExecutive Officers (hereinafter, the "Directors, etc."). The Company has applied the "Practical Solution on Transactions of Delivering the Company's Own Stockto Employees etc. through Trusts" (Practical Solution Report No. 30, March 26, 2015) to the accounting treatment for the System.
Under the System, the Company entrusts with the trustee the monies to pay for the Company's stock-based compensation to acquire the Company's shares throughthe trust. The Eligible Directors, etc. who meet certain beneficiary requirements will receive, after their resignation, the Company's shares in the number that isequivalent to a certain ratio of the granted points accumulated pursuant to the share delivery rules and money corresponding to the conversion value of theCompany's shares through the trust.
The Company's shares remaining in the trust are recorded as treasury stock in shareholders' equity. The book value of such treasury stock is 4,272 million yen, andthe number of shares is 2,117,000 shares as of the end of fiscal year 2022.

Notes to Non-Consolidated Balance Sheet
1. Accumulated depreciation of tangible fixed assets

80 million yen

2. Monetary receivables and payables owed to subsidiaries and affiliates:(Yen in millions)Short-term monetary receivables

2,145

Short-term monetary payables

906

Notes to Non-Consolidated Statement of Income
Transactions with subsidiaries and affiliates:
Operating transactions
Operating revenue
Operating expenses
Transactions other than operating transactions(Yen in millions)
291,561
3,418
45

Notes to Non-Consolidated Statement of Changes in Shareholders' Equity
Type and number of treasury stock as of March 31, 2023:
Common stock
11,396,327 shares
Note: The Company implemented a stock split by a ratio of three shares per share with an effective date of October 1, 2022.

97Deferred Tax Accounting
Major components of deferred tax assets:
Deferred tax assets(Yen in millions)

Impairment losses on shares of subsidiaries and affiliates

42,488Others2,105

Subtotal

44,594

Valuation allowance(43,227)

Total deferred tax assets

1,366

Net deferred tax assets

1,366

Note: The Company has adopted the Group Tax Sharing System from the fiscal year 2022. Therefore, the Company has applied the "Practical Solution on the
Accounting and Disclosure Under Group Tax Sharing System" (Practical Solution No. 42, August 12, 2021) to the accounting treatment for corporate tax
and local corporate tax, or the accounting treatment and disclosure of deferred tax accounting related to them from the beginning of the fiscal year 2022.

Per Share Information
Net assets per share
1,186.70 yen
Net income per share
130.72 yen
Note: The Company implemented a stock split by a ratio of three shares per share with an effective date of October 1, 2022. Net assets per share and Net
income per share are calculated based on the assumption that the stock split was implemented at the beginning of the fiscal year 2022.

98Copy of Independent Auditor’s Report on Consolidated Financial Statements
Independent Auditor’s Report(English Translation*)
May 17, 2023
To the Board of Directors of Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Tokyo office
Masahiko Nara, CPA
Designated limited liability Partner
Engagement Partner
Takaki Suzuki, CPA
Designated limited liability Partner
Engagement Partner
Katsuki Kusachi, CPA
Designated limited liability Partner
Engagement Partner
OpinionWe have audited, pursuant to Article 444 (4) of the Companies Act of Japan, the accompanying consolidated
financial statements of Tokio Marine Holdings, Inc. and its subsidiaries (hereinafter referred to as th e "Group"),which comprise the consolidated balance sheet, consolidated statement of income, consolidated statement ofchanges in shareholders’ equity and notes to the consolidated financial statements for the fiscal year from April
1, 2022 to March 31, 2023.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the consolidated financial position and its financial performance for the period covered by the consolidated
financial statements in accordance 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 those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we havefulfilled our other ethical responsibilities in accordance with these requirements . We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The other information comprises the business report and supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. In addition, Audit & Supervisory
Board Members and the Audit & Supervisory Board are responsible for overseeing the Group’s reporting
process of the information.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent with99

the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management, Audit & Supervisory Board members and the Audit & Supervisory Board for
the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free fro mmaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern and disclosing, as applicable, matters related to going c oncern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing theGroup’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, while the purpose of the consolidated financial statement audit is not to express an
opinion on the effectiveness of the Group’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.
 Evaluate whether the presentation and disclosures of the consolidated financial statements are in accordance withaccounting principles generally accepted in Japan, the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the consolidated financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit find ings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that
we have complied with relevant ethical requirements regarding independence, and to communicate with them100all relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
* Notes to the Readers of Independent Auditor’s Report
This is an English translation of the Independent Auditor’s Report as required by the Companies Act of Japanfor the conveniences of the reader.

101

Copy of Independent Auditor’s Report on Non-consolidated Financial Statements
Independent Auditor’s Report(English Translation*)

May 17, 2023

To the Board of Directors of Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata LLC
Tokyo office
Masahiko Nara, CPA
Designated limited liability Partner
Engagement Partner
Takaki Suzuki, CPA
Designated limited liability Partner
Engagement Partner
Katsuki Kusachi, CPA
Designated limited liability Partner
Engagement Partner
OpinionWe have audited, pursuant to Article 436 (2) (i) of the Companies Act of Japan, the accompanying
financial statements of Tokio Marine Holdings, Inc. (hereinafter referred to as the "Company"), which
comprise the balance sheet, statement of income, statement of changes in shareholders’ equity and notes
to the financial statements, and the supplementary schedules for the 21st fiscal year from April 1, 2022
to March 31, 2023.
In our opinion, the financial statements and the supplementary schedules referred to above present fairly,
in all material respects, the financial position and its financial performance for the period covered by thefinancial statements and the supplementary schedules in accordance 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 those standards are further described in the Auditor’s Responsibilities for the Auditof the Financial Statements and the Supplementary Schedules section of our report. We are independentof the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements and the supplementary schedules in Japan, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Other Information

The other information comprises the business report and supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. In addition, Audit & Supervisory
Board Members and the Audit & Supervisory Board are responsible for overseeing the Company’s
reporting process of the other information.
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

102

In connection with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management, Audit & Supervisory Board members and the Audit & Supervisory
Board for the Financial Statements and the Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the
supplementary schedules in accordance with accounting principles generally accepted in Japan, and forsuch internal control as management determines is necessary to enable the preparation of the financial
statements and the supplementary schedules that are free from material misstatement, whether due tofraud or error.
In preparing the financial statements and the supplementary schedules, management is responsible forassessing the Company’s ability to continue as a going concern and disclosing, as applicable, mattersrelated to going concern in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing
the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and the Supplementary Schedules
Our objectives are to obtain reasonable assurance about whether the financial statements and the
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial statements and the
supplementary schedules.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements and the supplementaryschedules, whether due to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, while the purpose of the financial statement audit is not to express an
opinion on the effectiveness of the Company’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in thefinancial statements and the supplementary schedules or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
 Evaluate whether the presentation and disclosures of the financial statements and the supplementary schedules
are in accordance with accounting principles generally accepted in Japan, the overall presentation, structure
and content of the financial statements and the supplementary schedules, including the disclosures, andwhether the financial statements and the supplementary schedules represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant audit findings,

103

including any significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements regarding independence, and tocommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
* Notes to the Readers of Independent Auditor’s Report
This is an English translation of the Independent Auditor’s Report as required by the Companies Act ofJapan for the conveniences of the reader.

104

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, 2022
and ended on March 31, 2023 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 audi ting schedules andrelated matters, received from each audit & supervisory board member audit reports detailing theirperformance of the audits 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 theperformance of their duties 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 good communications
with directors, the internal audit department and other employees; committed himself or herself togathering information and improving the circumstances of the audit; and conduct ed the audits basedon the methods described below.
(a) Each audit & supervisory board member attended meetings of the Board of Directors and otherimportant meetings; received reports detailing the performance of their duties from directors andother employees; asked for further explanations whenever necessary and inspected important
decision-making documents and thereby investigated the Company's business activities andfinancial position. As for subsidiaries of the Company, each audit & supervisory boar d 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 the business activities of the subsidiaries whenever necessary.
(b) Pursuant to the auditing standards set by the Audit & Supervisory Board for audit of the internal
control system, each audit & supervisory board member examined the details of the resolution of
the meeting of the Board of Directors concerning (i) a governance framework to ensure that thedirectors' performance of their duties are carried out in conformity with the laws and the Articles
of Incorporation; and (ii) any other governance framework to ensure appropriate business
operations of the company group comprised of a joint stock company and its subsidiaries, as set
forth in Article 100, paragraphs 1 and 3 of the Enforcement Regulations of the Companies Act ofJapan. Each audit & supervisory board member also monitored and examined the governanceframework (internal control system) which was implemented by the Board of Directors based on
the aforementioned resolution.

105

(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.
(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 a notice from theCompany's independent auditor stating that "a framework to ensure that independent auditors'
performance of duties are carried out properly" (consisting of matters 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 whenev ernecessary.
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 ofincome, statement of changes in shareholders' equity and notes thereto) and the supplementaryschedules thereto, and the consolidated financial statements (balance sheet, statement of income,statement of changes in shareholders' equity and notes thereto) for fiscal year 20 22.

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 theCompany in accordance with applicable laws and regulations and the Articles of Incorporation of
the Company.
(b) In connection with the performance by directors of their duties, we found no dishonest act ormaterial fact of violation of applicable laws, regulations or the Articles of Incorporation of theCompany.
(c) We found the resolution of the meeting of the Board of Directors with respect to the internal
control system to be appropriate. In addition, we have nothing to report on the directors'
performance of their duties in connection with the internal contr ol system, including the internal
control over the financial reporting.
(2) Results of the audit of the non-consolidated financial statements and the supplementary schedules
thereto106

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 18, 2023
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.
Hirokazu Fujita, Audit & Supervisory Board Member (full-time)
Takayuki Yuasa, 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 & supervisoryboard members, fulfilling the position prescribed by Article 2, item 16 of the Companies Act ofJapan.

107

Reference
Policy, etc. regarding equities held for Business-relationshipThe equities held in the purpose of Business-relationship will be reduced to review the Company's risk
portfolio and allocate capital to resolving social issues and to growth fields and so on.
Reduction initiatives by Tokio Marine & Nichido
It is the policy of Tokio Marine & Nichido to engage in the continuing reduction of equities held forBusiness-relationship, continuously selling more than 100.0 billion yen or more per year during the termof the mid-term business plan from fiscal year 2021. Tokio Marine & Nichido has strengthened its
initiatives still further, and achieved a reduction of 116.9 billion yen in fiscal year 2021 and 129.7
billion yen in fiscal year 2022, which are reductions at levels that surpass the policy . This led to the
reduction of 2.5 trillion yen in cumulative total since our foundation year 2002 (on market value at thetime of sale), and as of the end of March 2023, the book value of domestic equities held for Businessrelationship (hereinafter referred to as "Domestic Business-Relationship Equities") decreased to 30% ascompared to the end of March 2002.
Starting in fiscal 2023, we plan to accelerate the pace of reduction, aiming for a cumulative reduction of
more than 600.0 billion yen over 4 years. (Under IFRS standards, the ratio of Domestic BusinessRelationship Equities to net assets is expected to be around 30% at the end of the next m id-term businessplan period (the end of March 2027).) We will deepen our attentive dialogue with investees and, with a
20% ratio as one milestone to aim towards, move forward with initiatives for still greater reductions.
●Changes in the book value of Domestic Business-Relationship Equities (with the book-value as at theend of March 2002 as a base of comparison = 100)

108

●Plans and actual amount of reduction of Domestic Business-Relationship Equities over the past fiveyears
Fiscal year
Plan
Actual2018
100.0 billion yen or more per year
107.4 billion yen
2019106.6 billion yen
2020
106.0 billion yen
2021
116.9 billion yen
2022
129.7 billion yen● Status of holdings in fiscal year 2022
Number of issues(issuers)
Unlisted shares
789
Shares other than unlisted
1,003
sharesTotal book value(in millions of yen)
40,2502,415,766● Shareholdings for which the number of shares decreased in fiscal year 2022
Total value of sales associated with
Number of issues
the reduction in the number of(issuers)
shares(in millions of yen)
Unlisted shares
38
5,554
Shares other than unlisted
137
126,021
sharesVerification of economic rationality
The Company, at the meetings of its Board of Directors, confirms the appropriateness of the purposes forholding the shares of domestic listed companies that domestic insurance subsidiaries of the Company
hold as Business-relationship equities, such as strengthening medium-to-long term transaction
relationships, and reviews risks and returns associated with holding such shares on an individual basis as
well as the portfolio as a whole. Through these initiatives, the Company confirms the economic
rationality of holding the Business-relationship equities. The economic rationality is determined bycomparing ROR (Return On Risk) calculated from risks and returns of both insurance transactions andequity investments with the Company’s cost of capital.
At the meeting of its Board of Directors held in October 2022, the Company reviewed the economic
rationality as of the end of March 2022, and confirmed that ROR of the whole portfolio is above the costof capital. As for each company with ROR less than the cost of capital, the Company works to improve
returns from these companies through discussion regarding their business policies, and improvement andnew proposals of their insurance programs.

109

Views on the exercise of voting rights by Tokio Marine & Nichido
Tokio Marine & Nichido endorses the Principles for Responsible Institutional Investors ≪Japan’s
Stewardship Code≫ and has declared its adoption of the Code.
Tokio Marine & Nichido believes that promoting the improvement of investee companies’ corporate
value and their sustainable growth through constructive “purpose driven dialogue” based on in-depth
understanding of the investee companies and their business environment, etc. will lead to theenhancement of Tokio Marine & Nichido’s asset value and the interests of insurance policyholders andinsured persons, etc. in the medium to long term, and on exercising its voting rights, it makes decisions
comprehensively in consideration of the contents of such dialogue and objective indicators (ROE, total
return ratio, etc.). Tokio Marine & Nichido also fully consider initiatives toward sustainability including
environmental problems, social contributions, and corporate governance.
Tokio Marine & Nichido discloses examples of dialogues with investee companies (including the resultsof exercise of voting rights and reasons for the votes for or against the proposals), agenda items which
Tokio Marine & Nichido voted against and reasons for its decision, and aggregate results of the exercise
of voting rights, due to the importance of enhancing the transparency of Tokio Marine & Nichido’s
stewardship activities and in order to encourage the understanding of the contents of such activities.
Tokio Marine & Nichido pays close attention to the following items , among others, in exercising voting
rights.
• Election or dismissal of directors (proposed by a company operating in deficit for a certain consecutive
period, by a company whose ROE or operating margins are low for a certain consecutive period, by acompany having an insufficient number of independent outside directors, by a company in which scandal
has occurred, by a company focusing on the ESG issues; proposed re-election of an outside director whose
rate of attendance to meetings of the board of directors is low; etc.)• Election or dismissal of audit & supervisory board members (proposed by a company in which scandal has
occurred; proposed re-election of an outside audit & supervisory board member whose rate of attendance tomeetings of the board of directors or the audit & supervisory board is low; etc.)• Election of independent auditors (independent auditors involved in scandals and audit errors)• Awarding of retirement allowance to directors, executive officers and audit & supervisory board members(proposed by a company operating in deficit for a certain consecutive period, by a company whose ROE or
operating margins are low for a certain consecutive period, by a company whose dividend payout ratio is
low for a certain consecutive period, by a company in which scandal has occurred, etc.)• Increase of remuneration of directors, executive officers and audit & supervisory board members (proposedby a company operating in deficit for a certain consecutive period, by a company whose ROE or operating
margins are low for a certain consecutive period, by a company whose dividend payout ratio is low for acertain consecutive period, by a company in which scandal has occurred, etc.)• Issuance of new shares or share acquisition rights• Corporate reorganization, including a merger, acquisition, or sales and purchase of business• Acquisition of treasury shares (from specific shareholders at the price higher than fair value, etc.)• Introduction or renewal of anti-takeover measures (proposed by a company whose ROE or operating
margins are low for a certain consecutive period, etc.)• Appropriation of surplus (proposed by a company whose dividend payout ratio is low for a certain
consecutive period)• Amendment to the articles of incorporation (cases in which the addition of requirements for resolutions on
the election or dismissal of directors is not found to be reasonable)

110

•

Proposals from shareholders (cases in which there is a risk of conflict with the common interest ofshareholders, etc.)
In the case of agenda that breach laws or regulations or constitute antisocial activities, Tokio Marine &Nichido opposes them regardless of the circumstances.
(Please see the overview of our stewardship activities etc.: https://www.tokiomarinenichido.co.jp/company/about/policy/stewardship.html (in Japanese)).

111