[English Translation]
TOKIO MARINE HOLDINGS, INC.
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo, Japan
Securities Code 8766
June 7, 2022
Notice of Convocation of
the 20th Ordinary General Meeting of Shareholders

To our shareholders:
Notice is hereby given of the 20th Ordinary General Meeting of Shareholders of Tokio Marine Holdings,
Inc. (“Tokio Marine Holdings” or the “Company”) which will be held as described below. As a result ofcareful consideration of the situation regarding the spread of COVID-19, we have decided to hold themeeting upon implementation of the appropriate measures to prevent infection.
Date and Time:
Venue:

Items to bereported:

Proposals to beacted upon:

Monday, June 27, 2022 at 10:00 a.m. (reception opens at 8:45 a.m.)
The AOI Ballroom, second floor, Palace Hotel Tokyo located at 1-1,
Marunouchi 1-chome, Chiyoda-ku, Tokyo
If it becomes difficult to use the above venue due to any changes in thesituation regarding COVID-19, the venue might be changed.
In that case, we will promptly inform you of the change of venue on our
website (https://www.tokiomarinehd.com/), and we ask you to checkour website before your visit on the day.
1. Business report, consolidated financial statements and the audit
reports on consolidated financial statements prepared by the
independent auditor and the Audit & Supervisory Board, respectively,
for fiscal year 2021 (April 1, 2021 to March 31, 2022).
2. Non-consolidated financial statements for fiscal year 2021 (April 1,
2021 to March 31, 2022).
Item 1. Appropriation of Surplus
Item 2. Partial Amendments to the Articles of Incorporation
Item 3. Election of 14 Directors
Item 4. Election of 3 Audit & Supervisory Board Members

From the viewpoint of preventing the spread of COVID-19, we ask you to prudently consider attending
the venue this year and to exercise your voting rights either via the Internet or by completing andreturning the enclosed voting card. Please review the “Reference Materials regarding the General
Meeting of Shareholders” from pages 5 to 44 and exercise your voting rights by 5:00 p.m. on Friday,
June 24, 2022 (Japan Time).
Sincerely,
Satoru Komiya
President & Chief Executive Officer1

If any of the Reference Materials regarding the General Meeting of Shareholders, Business Report orconsolidated and non-consolidated financial statements need to be revised, the revisions shall be posted
on our website (https://www.tokiomarinehd.com/).
(This is an English translation of the notice given by the Company prepared pursuant to Section 5.6 of
the Deposit Agreement, amended as of July 30, 2007, by and among 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 one of the following methods.
In order to prevent the spread of COVID-19, we ask you to prudently consider attending the venue
this year and to exercise your voting rights either via the Internet or by posting mail. 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/) and indicate your approval ordisapproval by 5:00 p.m. on Friday, June 24, 2022 (Japan Time).
The exercise of your voting rights via the Internet contributes to global environment alsustainability.
We recommend the use of the Internet for the exercise of voting rights at the 20th
Ordinary General Meeting of Shareholders. By exercising voting rights via the Internet,
voting card postage costs can be reduced. We will donate the amount equivalent to thepostage 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 24, 2022 (Japan Time).

Please prudently consider attending themeeting this year.
If you do attend, please bring the enclosed
voting card to the reception desk on the
day of the meeting.

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)3

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

4

Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns on a
cash dividend basis, after providing sufficient capital to meet the business needs of Tokio Marine Group(the “Group”) and taking into consideration the business results and the expected future businessenvironment of the Company.
In accordance with the above policy, and considering various factors, the Company proposes to pay 135
yen per share of the Company as a year-end cash dividend. As 120 yen per share was paid as an interim
cash dividend (an ordinary dividend), the total amount of annual cash dividends (ordinary dividends)
will be 255 yen per share for fiscal year 2021. This is an increase of total annual cash dividends(ordinary dividends) of 55 yen per share from 200 yen per share paid for fiscal year of 2020.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 135 yen
Aggregate amount of cash dividends: 91,611,247,590 yen
2. Effective date of the distribution of dividends
June 28, 2022
Note: In addition to the ordinary dividends shown above, the Company has paid the following one -time
dividends for capital level adjustment:
Implementation period

Amount (per share)

Fiscal year 2018 interim

70 yenFiscal year 2019 interim

35 yenFiscal year 2020 interim

35 yen5

Item 2. Partial Amendments to the Articles of Incorporation
1. Reason for the amendments(1) The Insurance Business Act had formerly limited the scope of business that insurance holding companies
can operate to the management of subsidiaries and other incidental operations. However, the Act has beenrevised and the scope of its business was redefined. The Company proposes to amend Article 2 of thecurrent Articles of Incorporation, which concerns the objectives of the Company, as necessary inaccordance with this revision to the Act.
(2) The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will enter into force on September 1, 2022.
In order to prepare for the introduction of the system for electronic provision of materials for general
meetings of shareholders, the Company proposes to amend the current Articles of Incorporation as
follows:
1) The proposed Article 16, Paragraph 1 of the Articles of Incorporation stipulates that information
contained in the reference materials for the general meeting of shareholders, etc. shall be provided
electronically.
2) The proposed Article 16, Paragraph 2 of the Articles of Incorporation establishes a provision to limit
the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
3) The provisions related to the internet disclosure and deemed provision of the reference materials forthe general meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
4) In line with the above amendments, supplementary provisions related to the effective date and othermatters are established.
2. Details of the amendments
The details of the amendments are as shown in the comparison table below.
Comparison table(Amended sections are underlined)
Proposed Amendments

Current Articles of Incorporation(Objectives)(Objectives)

Article 2. (Omitted)

Article 2. (Unchanged)(1) (Omitted)(2) Any other business pertaining to the foregoing
item (1).
(Newly Established)(1) (Unchanged)(2) Any business pertaining to the foregoing item
(1).
(3) In addition to the forgoing items (1) and (2), anyother business that an insurance holding company
may conduct under the Insurance Business Act.

Articles 3 to 15

Articles 3 to 15(Omitted)(Unchanged)6Current Articles of Incorporation(Disclosure of reference materials for general meetingsof shareholders, etc. via the Internet and deemed
provision thereof)
Article 16. When convening a general meeting ofshareholders, the Company may be deemed tohave provided shareholders with necessary
information that is required to be described orpresented in reference materials for the general
meeting of shareholders, business reports, nonconsolidated and consolidated financial
statements, if it is disclosed via the Internet inaccordance with the Ministry of JusticeOrdinance.
(Newly established)

Proposed Amendments(Deleted)(Measures for electronic provision of information,
etc.)
Article 16. When convening a general meeting ofshareholders, the Company shall electronicallyprovide information contained in referencematerials for the general meeting ofshareholders, etc.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in the
Ministry of Justice Ordinance in paper-basedformat to be delivered to shareholders who haverequested it by the record date for vesting voting
rights.
Articles 17 to 40

Articles 17 to 40(Unchanged)(Omitted)

7

Current Articles of Incorporation(Newly established)

Proposed Amendments
Supplementary Provisions
1. The replacement to Article 16 of these Articles ofIncorporation shall come into effect on the dateof enforcement of the amended provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of the foregoingparagraph, Article 16 of the current Articles ofIncorporation (Disclosure of reference materials
for general meetings of shareholders, etc. via theInternet and deemed provision thereof) shallremain in force with respect to any general
meeting of shareholders held on a date within six
months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or three months from the date of the general
meeting of shareholders set forth in the foregoingparagraph, whichever is later.

8

Item 3. Election of 14 Directors
As the term of office of all 14 directors will expire at the close of this Meeting, the Company proposes
the election of 14 directors.
The candidates for directors are as follows:
No. Name
GenderTsuyoshi Nagano
Male
1 For reappointment

Present position and responsibilities
Chairman of the Board

2

Satoru Komiya
For reappointment

Male

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

Akira Harashima
For reappointment

Male

Executive Vice President

Head of International Insurance
Business
Co-Head of International BusinessIn charge of International Business
Development Dept. (management ofNorth America, except TMHCC andPure, management of Asia, except
China and East Asia)

4

Kenji Okada
For reappointment

Male

Senior Managing Director

Group CFO（Group Chief Financial
Officer）
In charge of Corporate Planning
Dept. (except CEO Office, BusinessSupport Group, Sustainability
Division), Corporate Accounting
Dept.

5

Yoichi Moriwaki
For reappointment

Male

Senior Managing Director

Group CSO (Group Chief Strategy
and Synergy Officer)
In charge of Corporate Planning
Dept.（CEO Office）, New Business
Strategy Dept., Healthcare Business
Dept.

6

Shinichi Hirose
For reappointment

Male

Director

Akio Mimura
For reappointment
Independent

Male

Outside Director

7

9

8

Masako Egawa
For reappointment
Independent

FemaleOutside Director

9

Takashi Mitachi
For reappointment
Independent

Male

Outside Director

Endo
10 Nobuhiro
For reappointment

Male

Outside Director

Male

Outside Director

FemaleOutside Director

MaleManaging Executive Officer

Group CLCO (Group Chief Legaland Compliance Officer)
In charge of Legal & ComplianceDept., Internal Audit Dept.

MaleManaging Executive Officer

Group COO (Group Chief Operating
Officer) and GroupCSUO (Group Chief Sustainability
Officer)
In charge of Corporate Planning
Dept. (Domestic Business Support
Group, Sustainability Division)

Independent
Shinya Katanozaka

11 For reappointment
Independent
Osono
12 EmiFor reappointment
IndependentIshii
13 Yoshinori
For new
appointment

Wada
14 Kiyoshi
For new
appointment

Note: The 6 people indicated ‘ Independent’ in the above table are candidates for outside directors.

10

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
29,900 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 Executive Vice President of Tokio Marine &NichidoJune 2012 Executive 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 (outside director) of Seiko Holdings Corporation
Vice Chair of KEIDANREN

No.

(Reason for nomination of candidate for director)
The reason for proposing Mr. Tsuyoshi Nagano as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising the execution of duties by other directors as a member of the Board, based on his

11wealth of experience and results he has achieved since joining Tokio Marine. This includes his
engagement with respect to domestic and overseas insurance underwriting, his work in corporate
planning and product planning and his terms in office as President & Chief Executive Officer andChairman of the Board of Tokio Marine & Nichido and the Company.
Notes: 1. Mr. Tsuyoshi Nagano is scheduled to be appointed as an outside director of Central Japan
Railway Company and as an outside director of FUJIFILM Holdings Corporation at therespective ordinary general meetings of shareholders for these companies to be held in June2022.
2. On page 41 also, notes related to him are provided as "Notes common to multiple
candidates."

12

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 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)(Major concurrent posts)
Chairman of the Board of Tokio Marine & Nichido

Number of theCompany’s
shares held
16,600 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Satoru Komiya as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. This includes his
engagement with respect to domestic insurance underwriting, human resources, sales planning, andmanagement of the group companies, his terms in office as head of international insurance businessas Executive Officer of the Company, and his current leadership role in the management of theGroup as a whole, as Group CEO.
Notes: On page 41, notes related to Mr. Satoru Komiya are provided as "Notes common to multiple
candidates."

13

No.
3.

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

Brief personal history, position, responsibilities
and major concurrent posts
April
April

1984 Joined Tokio Marine
2014 Executive Officer and General
Manager of Corporate Planning
Dept. of Tokio Marine Holdings
April 2015 Executive Officer of Tokio Marine
Holdings (Head of America)
April 2016 Managing Executive Officer of
Tokio Marine Holdings
April 2019 Senior Managing Executive
Officer of Tokio Marine Holdings
June 2019 Senior Managing Director of Tokio
Marine & Nichido
June 2019 Senior Managing Director of Tokio
Marine Holdings
April 2022 Executive Vice President of Tokio
Marine Holdings (to present)
April 2022 Executive Vice President of Tokio
Marine & Nichido (to present)(Responsibilities)
Head of International Insurance Business
Co-Head of International BusinessIn charge of International Business
Development Dept. (management of North
America except TMHCC and Pure,management of Asia except China and East
Asia)*“TMHCC” and “Pure,” headquartered in the
United States, are subsidiary companies of theCompany.
(Major concurrent posts)
Executive Vice President of Tokio Marine &NichidoNumber of theCompany’s
shares held
8,600 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Akira Harashima as a candidate for director is that he isexpected to fulfill his role adequately in deciding important matters regarding businessexecution and in supervising the execution of duties by other director s as a member of theBoard, based on his wealth of experience and results he has achieved since joining Tokio

14

Marine. This includes his engagement with respect to international insurance business andcorporate planning business, his term in office as Executive Officer of the Company incharge of international insurance business in the Americas, Asia and elsewhere, and his
current role as head of international insurance business as Executive Vice President of theCompany.
Notes: On page 41, notes related to Mr. Akira Harashima are provided as "Notes common to multiple
candidates."

15

No.
4.

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), Corporate
Accounting Dept.
(Major concurrent posts)
Senior Managing Director of Tokio Marine &NichidoNumber of theCompany’s
shares held
13,100 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Kenji Okada as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. This includes his
engagement with respect to financial planning, corporate planning business, and international
insurance business, his terms in office as Executive Officer of the Company being responsible forlegal & compliance and risk management, and his current role as head of capital strategy of theGroup as Senior Managing Director of the Company.
Notes: On page 41, notes related to Mr. Kenji Okada are provided as "Notes common to multiple
candidates."

16

No.
5.

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

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

1988
2018

Joined Tokio Marine
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 Corporate Planning Dept. （CEOOffice）, New Business Strategy Dept.,
Healthcare Business Dept.

Number of theCompany’s
shares held
4,900 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Yoichi Moriwaki as a candidate for director is that he is expected
to fulfill his role adequately in deciding important matters regarding business execution and insupervising the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. This includes his
engagement with respect to IT planning, human resources, accounting, his terms in office a s an
Executive Officer of the Company being responsible for the Group's business strategies,
synergies, and initiatives for sustainability, and his current role as head of the Group’s businessstrategies and synergies as a Senior Managing Director of the Company.
Note: On page 41, notes related to Mr. Yoichi Moriwaki are provided as "Notes common to multiple
candidates."

17

No.
6.

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

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

1982 Joined Tokio Marine
2013 Managing Director of Tokio Marine& Nichido Life Insurance Co., Ltd.
(“Tokio Marine & Nichido Life”)
April 2014 President & Chief Executive Officerof Tokio Marine & Nichido Life
June
2014 Director of Tokio Marine Holdings
March 2017 Resigned 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
21,175 shares(Reason for nomination of candidate for director)
The reason for proposing Mr. Shinichi Hirose as a candidate for director is that he isexpected to fulfill his role adequately in deciding important matters regarding businessexecution and in supervising the execution of duties by other directors as a member of theBoard, based on his wealth of experience and results he has achieved since joining Tokio
Marine. This includes his engagement with respect to product planning, sales planning, anddomestic life and non-life insurance businesses, his terms in office as President & Chief
Executive Officer of Tokio Marine & Nichido Life, and as Executive Officer of theCompany in charge of international insurance business, and his current leadership role inthe management of Tokio Marine & Nichido as President & Chief Executive Officer.

18Notes: On page 41, notes related to Mr. Shinichi Hirose are provided as "Notes common to multiple
candidates."

19

Name
(Date of birth)(Gender)
7.
Akio Mimura(November 2, 1940)(Male)For Reappointment
IndependentNo.

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

Joined Fuji Iron & Steel Co., Ltd.
Director of Nippon Steel Corporation
Managing Director of Nippon Steel Corporation
Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of
Nippon Steel Corporation
April 2008 Representative Director and Chairman of
Nippon Steel Corporation
June 2010 Director of Tokio Marine Holdings (outside
director, to present)
Oct. 2012 Director, Member of the Board and Senior
Advisor of Nippon Steel & Sumitomo Metal
Corporation
June 2013 Senior Advisor of Nippon Steel & Sumitomo
Metal Corporation
Nov. 2013 Senior Advisor, Honorary Chairman of Nippon
Steel & Sumitomo Metal Corporation
June 2018 Senior Advisor, Honorary Chairman of Nippon
Steel & Sumitomo Metal Corporation
April 2019 Senior Advisor, Honorary Chairman of Nippon
Steel Corporation (to present)(Major concurrent posts)
Senior Advisor, Honorary Chairman of Nippon SteelCorporation
Director of Development Bank of Japan Inc. (outside
director)
Chairman of The Japan Chamber of Commerce andIndustry
Chairman of The Tokyo Chamber of Commerce andIndustry

Number of theCompany’s
shares held
7,700 shares(Summary of roles he is expected to perform as outside director and reason for nomination of candidatefor outside director)
Mr. Akio Mimura is a candidate for outside director. As an outside director, he is expected to makerecommendations 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 based on his insight as a specialist in business management acquired throughmany years of experience in a management role since he was appointed as a director of the20Company.
(Independence)
1. Mr. Akio Mimura satisfies the requirements for “independent director/auditor” as specified by the
Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 44 of these reference materials.
3. He will have served as an outside director of the Company for 12 years at the close of thisMeeting. Since his appointment as a director, he has consistently fulfilled his role from an
independent standpoint. In addition, his long tenure as an outside director contributes to ensuring
diversity in relation to the tenure of other outside directors at the Board of Director of theCompany.
4. He concurrently serves as Senior Advisor, Honorary Chairman of Nippon Steel Corporation, whichholds shares of the Company, and Tokio Marine & Nichido, a subsidiary of the Company, holds
shares of Nippon Steel Corporation. However, the ratio of each of these shares to the total
number of issued shares is less than 1%.
5. He concurrently serves as Senior Advisor, Honorary Chairman of Nippon Steel Corporation,
which has no business transactions with the Company. Insurance subsidiaries of the Company
conduct insurance-related transactions with Nippon Steel Corporation; 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. Akio Mimura attended all 10 board of directors’ meetings held during fiscal year 2021.
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 management role. In addition, as the chair of the Nomination
Committee and the Compensation Committee, he has also contributed to the fulfillment ofsupervisory functions through nominations, performance evaluations and establishment ofappropriate compensation system of directors, etc.
Notes: 1. Mr. Akio Mimura is scheduled to resign as an outside director at the close of the ordinary general
meeting of shareholders held in June 2022 at JAPAN POST HOLDINGS Co., Ltd. and Nisshin
Seifun Group Inc., respectively.
2. On December 27, 2019, JAPAN POST HOLDINGS Co., Ltd., where he serves as an outside
director, received orders for the improvement of business management from the Minister of Internal
Affairs and Communications and from the Financial Services Agency. These orders were issued
because it was found that JAPAN POST HOLDINGS Co., Ltd., had deficiencies in its management
system given that, despite being aware of facts indicative of inappropriate sales practices at its
subsidiaries JAPAN POST INSURANCE Co., Ltd. and Japan Post Co., Ltd. had not instructed thesecompanies to fully identify the actual state of affairs nor to take countermeasures, etc. While he did
not have advance awareness of the facts in this matter, he has always made recommendations in hisrole at JAPAN POST HOLDINGS Co., Ltd. from the standpoint of importance of group governanceand internal control. Afterwards, he led a thorough investigation of the facts that had been
discovered, and suggested the implementation of measures to prevent recurrence of such incidents.
3. On page 41 also, notes related to him are provided as "Notes common to multiple
candidates."

21

No.
8.

Name
(Date of birth)(Gender)
Masako Egawa(September 7, 1956)(Female)For Reappointment
Independent

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

1980 Joined Citibank, N.A., Tokyo Branch1986 Joined Salomon Brothers Inc, New York
Head Office
June 1988 Joined Salomon Brothers Asia Limited,Tokyo Branch
Dec. 1993 Joined S.G. Warburg Securities, Tokyo
BranchNov. 2001 Executive Director, Japan Research Center,
Harvard Business School
April 2009 Executive Vice President, The Universityof Tokyo
March 2015 Resigned as Executive Vice President, The
University of Tokyo
June 2015 Director of Tokio Marine Holdings (outside
director, to present)
Sep. 2015 Professor, Graduate School of Commerceand Management, Hitotsubashi University
April 2018 Professor, Graduate School of Business
Administration, Hitotsubashi University
April 2020 Specially Appointed Professor, Graduate
School of Business Administration,
Hitotsubashi University
March 2022 Resigned as Specially Appointed Professor,
Graduate School of Business
Administration, Hitotsubashi University
April 2022 Chancellor, Seikei Gakuen (to present)(Major concurrent posts)
Chancellor, Seikei Gakuen
Director of MITSUI & CO., LTD. (outside director)

Number of theCompany’s
shares held
5,300 shares(Summary of roles she is expected to perform as outside director and reason for nomination ofcandidate for outside director)
Ms. Masako Egawa 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 based on her insight into corporate management, etc. acquired through many
years of experience in financial institutions, involvement in academic activities related tocorporate governance, and experience at The University of Tokyo as an Executive Vice President.
While she has not been involved in business management other than as an outside director or an22

outside audit & supervisory board member, based on her performance since assumption of her
office as a director of the Company, we believe that she will effectively perform her duties as an
outside director.
(Independence)
1. Ms. Masako Egawa satisfies the requirements for “independent director/auditor” as specified by
the Tokyo Stock Exchange, Inc.
2. She fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 44 of these referencematerials.
(Major activities)
1. Ms. Masako Egawa attended 9 of the 10 board of directors’ meetings held during fiscal year
2021.
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
years of experience in financial institutions, involvement in academic activities related tocorporate governance and experience at The University of Tokyo as an Executive Vice
President. In addition, as a member of the Nomination Committee and the Compensation
Committee, she has also contributed to the fulfillment of supervisory functions throughnominations, performance evaluations and establishment of appropriate compensation system of
directors etc.
Notes: 1.Ms. Masako Egawa will have served as an outside director of the Company for 7 years at the close ofthis Meeting.
2.On page 41 also, notes related to her are provided as "Notes common to multiple candidates."

23

No.
9.

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
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 DMG Mori Co., Ltd. (outside director)

Number of theCompany’s
shares held
1,600 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 based on his insight as a specialist in business management acquired throughmany years of experience in a consulting firm and a management role since he was appointed as adirector of the Company.
(Independence)
1. Mr. Takashi Mitachi satisfies the requirements for “independent director/auditor” as specified by
the Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 44 of these reference materials.
(Major activities)
1. Mr. Takashi Mitachi attended all 10 board of directors’ meetings held during fiscal year 2021.
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 member24

of 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 5 years at the closeof this Meeting.
2. He is scheduled to be appointed as an outside director of SUMITOMO CORPORATION at theordinary general meeting of shareholders for that company to be held in June 2022.
3. In page 41 also, notes related to him are provided as "Notes common to multiple candidates."

25

No.
10.

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

Brief personal history, position, responsibilities andmajor concurrent posts
April
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 (to present)
June 2019 Director of Tokio Marine Holdings(outside director, to present)(Major concurrent posts)
Chairman of the Board of NEC Corporation
Director of Sumitomo Pharma Co., Ltd. (outside
director)
Director of Japan Exchange Group, Inc. (outside
director)
Vice Chair of KEIDANREN
Vice Chairman of Japan Association of Corporate
Executives

Number of theCompany’s
shares held
1,700 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 based on his insight as a specialist in business management acquired throughmany years of experience in a management role since he was appointed as a director of theCompany.
(Independence)
1. Mr. Nobuhiro Endo satisfies the requirements for “independent director/auditor” as specified by
the Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory26

Board Members set by the Company, which are provided on page 44 of these referencematerials.
3. He concurrently serves as Chairman of the Board of NEC Corporation, which conducts
systems-related and other business transactions with the Company and insurance subsidiaries of
the Company; 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 2021.
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 3 years at
the close of this Meeting.
2. He serves as Chairman of the Board of NEC Corporation, and is scheduled to be appointed
as its Special Advisor on the date of the ordinary general meeting of shareholders to be heldin June 2022.
3. He is scheduled to be appointed as an outside director of Nisshin Seifun Group Inc. on thedate of the ordinary general meeting of shareholders for that company to be held in June
2022.
4. 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 to suspend its
business operations under the Insurance Business Act and an order to improve its business
operations. While Mr. Endo was not aware of the facts in this matter during his tenure, he
has always made recommendations in his role at JAPAN POST INSURANCE Co., Ltd.,
from the standpoint of legal compliance in order to ensure a thorough awareness ofcompliance.
5. Japan Exchange Group, Inc. (JPX), where Mr. Endo serves as an outside director, received abusiness improvement order from the Financial Services Agency of Japan (FSA) on
November 30, 2020 for an all-day suspension of all trading on the Tokyo Stock Exchange,
Inc. (TSE), caused by a failure that occurred on October 1, 2020 in the trading system
operated by the TSE, a subsidiary of JPX, which the FSA says substantially undermined thetrust of investors and other stakeholders in Japanese financial instruments exchanges. Evenprior 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 andreliability in market operation. After the incident occurred, he served as a member of theinvestigation committee established by JPX, evaluating and making recommendations on

27

issues such as the cause of the system failure, the appropriateness of response before andafter the incident occurred, and measures to prevent recurrence. He also reported to theBoard of Directors on the status and results of the committee’s investigation.
6. On page 41 also, notes related to him are provided as "Notes common to multiple
candidates."

28

No
.
11.

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.

29

Number of theCompany’s
shares held
600 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 based on his insight as a specialist in business management
acquired through many years of experience in a management role since he was appointed as adirector of the Company.
(Independence)
1. Mr. Shinya Katanozaka satisfies the requirements for “independent director/auditor” as
specified by the Tokyo Stock Exchange, Inc.
2. He fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 44 of these referencematerials.
3. He concurrently serves as Representative Director, Chairman of ANA HOLDINGS INC.,
which holds shares of the Company and Tokio Marine & Nichido, a subsidiary of theCompany, holds shares of ANA HOLDINGS INC. However the ratio of each of these shares tothe 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 year2021.
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 2 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 to
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 implementation30

of 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 41 also, notes related to him are provided as "Notes common to multiple
candidates."

31

No.
12.

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
1,600 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 an 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 since she wasappointed as a director of the Company, she has properly fulfilled this expected role based onher 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 director of the Company, we believe that she will effectively perform her duties as
an outside director.

32

(Independence)
1. Ms. Emi Osono satisfies the requirements for “independent director/auditor” as specified by the
Tokyo Stock Exchange, Inc.
2. She fulfills the Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members set by the Company, which are provided on page 44 of these reference materials.
(Major activities)
1. Ms. Emi Osono attended all 8 board of directors’ meetings held during fiscal year 2021 after
assuming the position of director.
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 1 year 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. On page 41 also, notes related to her are provided as "Notes common to multiple
candidates."

33

No.
13.

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

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 (to present)
April 2022 Managing Director of Tokio Marine& Nichido (to present)(Responsibilities)
Group CLCO (Group Chief Legal and Compliance
Officer)
In charge of Legal & Compliance Dept., Internal
Audit Dept.
(Major concurrent posts)
Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
6,200 shares(Reason for nomination as candidate for director)
The reason for proposing Mr. Yoshinori Ishii as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. This includes his
engagement with respect to legal & compliance affairs, human resources planning, and his
current role as head of legal & compliance affairs of the Group as Managing Executive Officerof the Company.
Note: On page 41, notes related to Mr. Yoshinori Ishii are provided as “Notes common to multiple
candidates.”

34

No.
14.

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

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 (to present)
April
2022 Managing Director of Tokio Marine& Nichido (to present)(Responsibilities)
Group COO (Chief Operating Officer) and GroupCSUO (Chief Sustainability Officer)
In charge of Corporate Planning Dept. (BusinessSupport Group, Sustainability Division)(Major concurrent posts)
Managing Director of Tokio Marine & Nichido

Number of theCompany’s
shares held
5,500 shares(Reason for nomination as candidate for director)
The reason for proposing Mr. Kiyoshi Wada as a candidate for director is that he is expected tofulfill his role adequately in deciding important matters regarding business execution and insupervising the execution of duties by other directors as a member of the Board, based on his
wealth of experience and results he has achieved since joining Tokio Marine. This includes his
engagement with respect to domestic and overseas insurance underwriting, his work in productplanning and corporate planning, and his current role as head of the Group’s operations andsustainability initiatives as Managing Executive Officer of the Company.
Note: On page 41, notes related to Mr. Kiyoshi Wada are provided as “Notes common to multiple
candidates.”

35

Item 4. Election of 3 Audit & Supervisory Board Members
The term of office of Mr. Shozo Mori, Mr. Akihiro Wani and Ms. Nana Otsuki, all of whom are audit &supervisory board members, will expire at the close of this Meeting. Accordingly, the election of 3 audit& supervisory board members is proposed as below.
The submission of this item has been approved by the Audit & Supervisory Board.
The candidates for audit & supervisory board members are as follows:

No.
1.

Name
(Date of birth)(Gender)
Akihiro Wani
(September 1, 1951)(Male)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April
May
Dec.
May

1979
1987
2004
2014

Admitted to Japanese Bar (to present)
Mitsui, Yasuda, Wani & Maeda
Linklaters
Ito & Mitomi (Morrison & Foerster
LLP)
June
2014
Audit & Supervisory Board Member of
Tokio Marine Holdings (outside audit& supervisory board member, topresent)
April
2020
Morrison & Foerster (Morrison &Foerster LLP)
(Major concurrent posts)
Attorney at law

Number of theCompany’s
shares held
0 shares(Reason for nomination as candidate for outside audit & supervisory board member)
Mr. Akihiro Wani is a candidate for outside audit & supervisory board member.
As an outside audit & supervisory board member, he is expected to play a role in exercising anappropriate audit function. The reason for proposing him as a candidate is that since he wasappointed as an audit & supervisory board member of the Company, he has properly fulfilled
this expected role based on his insight into corporate legal affairs which was acquired throughmany years of experience as an attorney-at-law. While he has not been involved in corporate
management other than as an outside director or an outside audit & supervisory board member,based on his performance since becoming an audit & supervisory board member of theCompany, we believe that he would effectively perform his duties as an outside audit &supervisory board member.
(Independence)
1. Mr. Akihiro Wani satisfies the requirements for “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 44 of these reference materials.

36

(Major activities)
1. Mr. Akihiro Wani attended all 10 board of directors’ meetings and all 10 audit & supervisory board
meetings held during fiscal year 2021.
2. He has fulfilled his audit functions by presenting inquiries and remarks at the board of directors’
meetings and audit & supervisory board meetings, based on his insight into corporate legal affairs
which was acquired through many years of experience as an attorney-at-law.
Notes: 1. Mr. Akihiro Wani will have served as an outside audit & supervisory board member for 8
years at the close of this Meeting.
2. On page 41 also, notes related to him are provided as “Notes common to multiple
candidates.”

37

No.
2.

Name
(Date of birth)(Gender)
Nana Otsuki(September 17,
1964)(Female)For reappointment
Independent

Brief personal history, position, responsibilities andmajor concurrent posts
April

1988

Joined The Mitsui Trust andBanking Co., Ltd.
June
1994
Joined Banque Nationale de Paris
March
1998
Joined HSBC Securities (Japan)
LimitedJan.
2000
Head of Japan and Korea Financial
Ratings of Standard & Poor’s
Ratings Japan K.K.
Dec.
2005
Managing Director of Research
Division, UBS Securities Japan
Co., Ltd
June
2011
Managing Director of Merrill
Lynch Japan Securities Co., Ltd.
Sep.
2015
Professor, Graduate School of
Division of Business
Administration, Nagoya Universityof Commerce & Business (topresent)
Jan.
2016
Executive Officer and Chief
Analyst of Monex, Inc.
April
2018
Visiting Professor, Faculty ofInternational Politics andEconomics, Nishogakusha
University
June
2018
Audit & Supervisory Board
Member of Tokio Marine Holdings(outside audit & supervisory board
member, to present)
Sep.
2019
Associate Director of
Nishogakusha (to present)
April
2021
Expert Director and Chief Analystof Monex, Inc. (to present)(Major concurrent posts)
Expert Director and Chief Analyst of Monex, Inc.
Professor, Graduate School of Division ofBusiness Administration, Nagoya University ofCommerce & BusinessDirector of Credit Saison Co., Ltd. (outside
director)
Director of Mochida Pharmaceutical Co., Ltd.
(outside director)

38

Number of theCompany’s
shares held
0 shares(Reason for nomination as candidate for outside audit & supervisory board member)
Ms. Nana Otsuki 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 her as a candidate is that since she wasappointed as an audit & supervisory board member of the Company, she has properly fulfilled
this expected role based on her insight into business management which was acquired throughmany years of experience as an analyst in financial institutions.
(Independence)
1. Ms. Nana Otsuki satisfies the requirements for “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 44 of these reference materials.
3. She concurrently serves as Expert Director and Chief Analyst of Monex, Inc., which has no
business transactions with the Company.
Monex, Inc. sells publicly offered investment trusts which are formed by financial subsidiaries of
the Company; however, these sales commissions constitute less than 1% of its operating revenue
and the Company’s consolidated ordinary income (which corresponds to consolidated net sales),respectively.
(Major activities)
1. Ms. Nana Otsuki attended all 10 board of directors’ meetings and all 10 audit & supervisory board
meetings held during fiscal year 2021.
2. She has fulfilled her audit functions by presenting inquiries and remarks at the board of directors’
meetings and audit & supervisory board meetings, based on her insight into business management
which was acquired through many years of experience as an analyst in financial institutions.
Notes: 1. Ms. Nana Otsuki will have served as an outside audit & supervisory board member for 4
years at the close of this Meeting.
2. On page 41 also, notes related to her are provided as “Notes common to multiple
candidates.”

39

Name
Number of theBrief personal history, position, responsibilities andNo. (Date of birth)Company’s
major concurrent posts(Gender)shares held
1981 Joined Tokio Marine
3. Takayuki Yuasa April
17,100 shares
June
2012
President&
Chief
Executive
Officerof
Tokio(May 5, 1958)
Marine & Nichido Financial Life Insurance Co.,
(Male)Ltd.
For New
Sep.
2014
Resigned from position as President & Chief
Appointment
Executive Officer of Tokio Marine & Nichido
Financial Life Insurance Co., Ltd.
Oct.
2014 Managing Executive Officer of Tokio Marine
Holdings
June2015 Managing Director of Tokio Marine & NichidoJune2015 Managing Director of Tokio Marine Holdings
April2018 Senior Managing Director of Tokio Marine
Holdings
April2018 Senior Managing Director of Tokio Marine &NichidoApril
2019 Executive Vice President of Tokio Marine Holdings(to present)
April2019 Executive Vice President of Tokio Marine &NichidoMarch 2022 Resigned as Executive Vice President of Tokio
Marine & Nichido(Reason for nomination as candidate for Audit & Supervisory Board Member)
The reason for proposing Mr. Takayuki Yuasa as a candidate for audit & supervisory board member
is that he is expected to fulfill an appropriate audit function, utilizing his wealth of experience andresults he has achieved since joining Tokio Marine. This includes his engagement with respect tocorporate planning, finance, accounting and domestic life and non-life insurance businesses, his
terms in office as Executive Officer of Tokio Marine & Nichido and the Company being responsible
for risk management, and his subsequent role as head of capital strategy of the Group.
Notes:1. Mr. Takayuki Yuasa is scheduled to retire from his position as Executive Vice President of
the Company at the close of this Meeting.
2. On page 41 also, notes related to him are provided as "Notes common to multiple
candidates."

40

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. Akio Mimura, Ms. Masako
Egawa, Mr. Takashi Mitachi, Mr. Nobuhiro Endo, Mr. Shinya Katanozaka, Ms.Emi Osono,
Mr.Akihiro Wani, and Ms.Nana Otsuki 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 4 25,
paragraph 1 of the Companies Act of Japan. The Company intends to maintain these
agreements with each of the candidates if they 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. The Company intends
to maintain this contract of which policy period is scheduled to be expired after thisMeeting.

41

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

Name

GenderTsuyoshi
NaganoMaleChairman of the
Board

SatoruKomiyaMale

President & Chief
Executive Officer

Akira
Harashima

Male

Kenji Okada

Corporate
Management

Finance &Economy✔

✔

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

✔

Executive Vice
President

Head of International
Business
Co-Head of International
Business✔

Male

Senior Managing
Director

Group CFO (Group Chief
Financial Officer)✔

✔

YoichiMoriwaki

Male

Senior Managing
Director

Group CSO (Group Chief
Strategy and Synergy
Officer)✔

✔

Yoshinori
Ishii

Male

Managing Director

Group CLCO (Group Chief
Legal and Compliance
Officer)

Kiyoshi
Wada

MaleManaging Director

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

Shinichi
HiroseMale

Director✔

✔

Akio Mimura

Male

Outside Director✔

✔

MasakoEgawa

Female Outside Director

✔

✔

✔

Takashi
MitachiMale

Outside Director

✔

✔

✔

Nobuhiro
Endo

Male

Outside Director✔

✔

ShinyaKatanozaka

Male

Outside Director✔

✔

Emi Osono

Female Outside Director

✔

✔

✔

Hirokazu
FujitaMale

Audit & Supervisory
Board Member(fulltime)✔

✔

Takayuki
Yuasa

Male

Audit & Supervisory
Board Member(fulltime)✔

✔

Akinari Horii

Male

Outside Audit &Supervisory Board
Member✔

✔

Akihiro Wani

Male

Outside Audit &Supervisory Board
Member✔

✔

Nana Otsuki

Outside Audit &Female Supervisory Board
Member

✔

✔

Accounting

Skills and experiences
Human
Resource
Strategies

Legal &
Environment
Compliance

✔

✔

✔

✔

✔

✔

✔

✔

GovernanceTechnology&RiskManagement✔

✔

Internationality

Insurance
Business

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

42

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

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 holding 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, with the tremendous technological innovation in recent years, and the increasingly vital
part played by “Technology” in business transformation, the importance of skills in this field are
becoming ever more important.
In addition, as the global environment and technological innovation are becoming an issue for society
as a whole in recent years, the importance of “environmental” and “technological” skills is increasing.
Furthermore, skills including “Internationality” and “Corporate Management” are expected, especiallyof Outside Directors. This is because 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” aredesignated as particularly important skills.
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.

43

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

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 revenue 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.

44

[English Translation]
TOKIO MARINE HOLDINGS, INC.
Attachment to the “Notice of Convocation of
the 20th Ordinary General Meeting of Shareholders”

Business Report for Fiscal Year 2021
(From April 1, 2021 to March 31, 2022)

1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group• During fiscal year 2021, the world economy experienced a recovery, primarily in personal
consumption, with the progress in vaccination for the novel coronavirus (COVID-19) in majorcountries. The Japanese economy was hampered by factors such as the impact of repeateddeclarations of a state of emergency, but then showed signs of an upturn with the subsequent
resumption of economic activity.
• This was the first year of “Tokio Marine Group Mid-Term Business Plan 2023 ~Adapt, Lead,
Innovate~” and the Group actively promoted its business under the aligned group management
structure headed by the Group CEO, in which the Chief Officers are responsible for each function
for the Group.
• The Group strived to fulfill the social infrastructure role that it has as an insurance group, andthoroughly respond to the changes in customer needs brought about by COVID-19, while
endeavoring to prevent the spread of the disease and ensure the safety of the Group’s employees.
• As to the consolidated fiscal year end, net income attributable to owners of the parent reached arecord high of 420.4 billion yen due to an increase in income in the domestic property and casualty
insurance business due to a decrease in incurred insurance amount related to domestic natural
disasters, etc. as well as an increase in income in the overseas insurance business due to favorable
insurance underwriting and asset management.

5,461.1
3,606.5
954.9

Fiscal year 2021
(this fiscal year)(Yen in billions)
5,863.7
3,887.8
996.2

266.7
161.8

567.4
420.4

Fiscal year 2020
(Yen in billions)
Ordinary income
Net premiums writtenLife insurance
premiums
Ordinary profit
Net income attributableto owners of the parent

45

Rate ofchange (%)
7.4
7.8
4.3
112.7
159.9

•

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
2021
2020
(this fiscal year)
2,760.9
2,850.0

Ordinary profit
Fiscal year
Fiscal year
2021
2020
(this fiscal year)
142.8
302.6

775.3

714.4

68.7

69.5

1,877.8

2,264.7

44.6

185.5

100.8

102.3

10.1

9.6

Domestic Property and Casualty Insurance Business
Net premiums written: 2,467.2 billion yen
Ordinary profit: 302.6 billion yen
Composition ratio of premiums written: 50.5%

•

•

•

•

Tokio Marine & Nichido responded to the earthquake off the coast of Fukushima Prefecture that
occurred in March 2022 by immediately establishing an emergency response headquarters
reporting directly to the President & CEO. Under its direction, employees from all across Japan
were dispatched to the affected area to strengthen systems for the payment of insurance claims.
Tokio Marine & Nichido also undertook a nationwide earthquake response, including thecooperation of offices across Japan in receiving notice of insurance accidents and paying insurance
claims, using the system platform it had prepared in advance for emergencies.
The provision of insurance claims services in general, not limited to the response to natural
disasters, is a crucial area where non-life insurance companies can achieve customer recognition
for their value. The Group as a whole will work as a team to respond with insurance claims
services, striving to bring a sense of security to customers as early as possible.
We have engaged in realizing the best mix of people and digitalization services through the active
utilization of unique digital tools to insurance claims services, as well as customer-focused
response by employees and agents. These efforts to redesign customer contact points and businessprocesses to be simpler and more user-friendly have been recognized, with Tokio Marine &Nichido awarded in the GOOD DESIGN AWARD 2021, organized by the Japan Institute of
Design Promotion.
With disaster prevention and mitigation becoming prominent social issues, Tokio Marine &Nichido launched the Disaster Prevention Consortium (CORE), a collaboration with a number ofcompanies from various industries, etc., with the same purpose aimed at building a resilient society
by engaging in the enhancement of four elements of disaster prevention and mitigation: grasping

46

•

•

the current situation, implementing countermeasures, evacuation, and rebuilding lives. To help
build a resilient society that will withstand disasters, the consortium combines “knowledge” and“innovative technologies” across industry boundaries to create solutions that contribute to disasterprevention and mitigation and implement these in society through collaboration between
companies, countries, and municipalities.
Amid rising expectations for the renewable energy business against the backdrop of global
warming and climate change, we supported renewable energy businesses in ways such as providing
products and services to give offshore wind power generation businesses total support fromconstruction through operation, as an initiative to “create new markets by contributing to solvingsocial issues.” In addition, we utilize the solution website “BUDDY+” to provide one-stop services
from related information to solutions, to support the endeavors of small and medium-sizedcompanies, the mainstay of the Japanese economy. We have established a system to offer proposals
of products and services optimized for each company, by utilizing technology to accurately grasp
each company’s needs.
We have engaged in “building a lean business operation,” including through digital transformation(DX), and “enhance profitability of insurance business” through measures such as revisingpremium rates for fire insurance, to enable us to continue the stable provision of products andservices to respond to any change in the environment, including more intense natural disasters.
<Results of Domestic Property and Casualty Insurance Business>

Domestic Life Insurance BusinessLife insurance premiums: 567.5 billion yen

Ordinary profit: 69.5 billion yen

Composition ratio of premiums written: 11.6 %••Tokio Marine & Nichido Life was founded in 1996 to be a “customer-oriented and innovative life
insurance business,” and marked its milestone 25th anniversary in August 2021. Since its founding,it has constantly engaged in developing and selling highly-original products based on an accurate
grasp of customer needs. As a result, it has received the support and patronage of many customers.
This has enabled it to maintain one of the top growth rates in the industry throughout its history.
In fiscal year 2021, we continued to promote the “Life Insurance Resolution 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. We actively promoted our business with the launch of new
products that were well received by customers. These included a pension and nursing care47

•insurance product “Anshin Nenkin Kaigo R” which enables customers to prepare for theunexpected situation while also providing them with health rebate payments at a predesignated age,and “Anshin Cancer Treatment Insurance,” which adds up to a maximum coverage of 100 million
yen to enable customers to receive the latest cancer treatments, etc., which are sometimes costly.
We promoted initiatives to reduce interest rate risk amid persistent low interest rates. In addition to
endeavoring to expand our range of protection-type products with low interest rate risk, we
continued to conduct asset management based on Asset Liability Management (ALM).
<Results of Domestic Life Insurance Business>

Overseas Insurance BusinessPremiums written: 1,849.3 billion yen

Ordinary profit: 185.5 billion yen
Composition ratio of premiums written: 37.9 %

•

•

•

The Group has actively expanded business in developed countries and emerging countries in abalanced manner working on both sustainable organic growth and strategic M&As with the aim ofachieving 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 continued
to implement a wide range of efforts toward the realization of synergies such as increasing
premium income, advancing investment management, raising business efficiency and othermeasures.
We aimed to achieve steady business growth at each of our offices around the world, and engaged
in improving and expanding our underwriting profit, including by raising insurance premium rates
based on the market environment. We were also able to achieve good results in terms of asset
management by accurately capturing the timing of the recovery in business conditions. As a result,many overseas Group companies performed strongly, led by the three core North Americancompanies, which recorded their highest ever profits. The overseas insurance business as a wholealso achieved its highest ever level of profit.
The main overseas Group companies continued to engage in “bolt-on” M&A activities tostrengthen their existing businesses as part of their growth strategy. The companies’ strong
performance in fiscal year 2021 was partly attributable to their past efforts in this area. In fiscal
year 2021, Delphi Financial Group acquired a United States insurance company with a distinctive
business model through its life insurance subsidiary.

48

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

Financial and Other Business
Ordinary income: 102.3 billion yen•

Ordinary profit: 9.6 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.

49

Contributing to a Sustainable Society
•

•

•

•

•

•

The Tokio Marine Group has grown sustainably over the long term by contributing to theresolution of various social issues specific to each era, based on the Group’s Purpose since the timeof its founding, “protecting customers and society in times of need.” Across its global operations,
the Group will continue working to benefit society, bring happiness to people, and protect the
global environment in order to help build a sustainable society and simultaneously enhance theGroup’s social value and economic value.
In April 2021, with the aim of accelerating the implementation of sustainability strategies acrossthe entire Group, we newly appointed a Chief Officer responsible for overseeing Groupsustainability, and established the Sustainability Committee, composed of the Group CEO, Chief
Officers, and others. We also established subcommittees under the Sustainability Committee toconsider specific sustainability issues in each field. In this way, we established a strong structure
for the promotion of sustainability strategy.
In September 2021, we added a clause to the policies regarding insurance underwriting andinvestment and financing set forth in “Tokio Marine: Our Climate Strategy,” stating that we would
not engage in transactions related to thermal coal mining projects. In December 2021, we went on
to establish our “Policy to Address Environmental and Social Risk,” enhancing our systems toappropriately ascertain and manage risks with a negative impact on the environment and society.
Based on the Paris Agreement, we established the following targets for fiscal year 2030: reducing
greenhouse gas emissions from the Group’s business activities by 60% (compared to fiscal year2015), and increasing the proportion of renewable energy for electricity consumed at major offices
to 100%. We expanded the use of renewable energy at our major offices in Japan, the UnitedStates, and Europe as the first step towards achieving these targets.
We have continuously engaged in mangrove planting activities in 9 countries in the Asia-Pacificregion, 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 8
consecutive years to fiscal year 2020, partly through the fixation of CO2 in these mangrove
plantations.
In December 2021, we were the first Japanese insurance company to join the Net-Zero Insurance
Alliance led by the United Nations. We are actively involved in international rule-making for the
insurance industry aiming to realize a society with net-zero greenhouse gas emissions and engaged
in initiatives to establish frameworks suited to each country’s conditions.

Disseminating Group Culture and Promoting D&I•

The Tokio Marine Group has grown as a global insurance group by increasing its partners throughinitiatives such as overseas M&A. In this context, the dissemination of Group culture is vital toenable Group companies around the world to build their sense of solidarity and strengthen
employee engagement worldwide. It is from this perspective that the Group CEO has been
appointed Chief Officer in charge of overseeing Group culture, actively engaging in direct dialogue

50

•

•

about the Tokio Marine Group’s Purpose and other issues with employees around the world, atforums such as town hall-style meetings. We carry out fixed-point observations through the culture
and value survey implemented at Group companies in Japan and overseas. The results of the survey
indicate steady progress in the dissemination of Group culture.
Diversity of human resources is the driver for growth. The Tokio Marine Group, based on its
Purpose, supports the initiatives and challenges of each individual employee with the aim ofencouraging employees to make even greater use of their creativity and expertise. Throughdiversity and inclusion (D&I), we are creating environments where new innovations can be born. In
April 2021, we appointed a Chief Officer to oversee D&I and established the Diversity Council tofurther accelerate these endeavors.
The elimination of the gender gap has become an important issue in Japan. Tokio Marine &Nichido is fully committed to resolving this issue. It has already achieved its target of increasing
the proportion of female employees in associate middle-management positions to 50% or more by
fiscal year 2023, ahead of schedule, and has established a new target of raising the proportion of
female managers and officers in middle management above to 30% or more by fiscal year 2030.

Reference: We were selected as "Health & Productivity Stock" (for the 7th consecutive year), as a result ofour promotion of health and productivity management under the Tokio Marine Group Wellness Charter,
centered around the Chief Officer responsible for Group health and productivity management.

Issues Facing the Group•••The world economy is forecast to continue a moderate recovery in fiscal year 2022, primarily in the
United States. However, with a sense of uncertainty over the renewed spread of COVID-19 and thesituation in Ukraine, there are also fears of the possible impact of high inflation and tightermonetary policy. In the Japanese economy, an upturn in personal consumption is expected due tothe normalization of economic activity, but concerns remain, including inflation rate rise andcooling consumer sentiment due to factors such as the situation in Ukraine.
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 2022, the second year of the plan “ Tokio
Marine Group Mid-term Business Plan 2023 ~Adapt, Lead, Innovate~,” we will actively promote a“2+1 growth strategy,” engaging in initiatives with a dual focus of “new markets x new
approaches” to respond accurately to rapidly-changing customer needs, and “enhance profitabilityof insurance business” with more efficient operations through the appropriate adjustment of
insurance premium rates and the use of digital technology, while investing in our businesses for the
next stage of growth, in order to achieve the mid-term business plan.
In order to realize a sustainable society, we will promote the dissemination of the Basic Policy on
Environment and Basic Policy on Human Rights across the entire Group, under the organizational
structure for promoting sustainability established in fiscal year 2021. We will also push ahead
vigorously with our sustainability strategies aimed at resolving social issues, through initiatives ineach business segment to put these into practice.

51

•

•

•

•

•

•

In the domestic property and casualty insurance business, Tokio Marine & Nichido will enhance its
function as a total solution provider to address the uncertainties and risks experienced bycustomers, not only through its main insurance business but also through working to prevent
accidents in advance and facilitate swift recovery and preventing recurrence after accidents haveoccurred. As one of these initiatives, in April 2022, we renewed our support structure for the
emergency hotline service attached to products such as cyber risk insurance to provide customers
with one-stop service from a specialist team, ranging from advice on the initial response to
cyberspace-related trouble to support for the establishment of response plans and making insurance
claims. We will continue to develop and provide a wide range of solutions.
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, and byraising appropriate premium rates in anticipation of future increases in insurance payment.
In addition, we will steadily grow U.S. company Pure, which has joined Tokio Marine Group in
recent years, and our joint venture company with a major state-owned banking group in Brazil. At
the same time, we will work to expand synergies in the overall overseas insurance business,
including the global development of competitive products and the 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.
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 shown52

after adjustments necessary to accurately reflect the actual situation, such as the exclusion ofdividend income from group companies, which is recorded in the non -consolidated financial
results of each subsidiary. Ordinary income and ordinary profit in ou r 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.

53

Reference: Disclosure Based on the TCFD Recommendations■ As a founding member of the TCFD, the Company provides support for its initiatives,
including engaging in discussions with those concerned in the public and private sectors in Japanand overseas, as well as establishing policy recommendations to encourage the disclosure of
information that will contributes to investment decision-making. The Company also discloses
climate-related financial information in its Sustainability Report(https://www.tokiomarinehd.com/en/sustainability/pdf/sustainability_web_2021_2 .pdf) in linewith the four pillars endorsed under the TCFD Recommendations: governance, strategies, risk
management, and metrics and targets.
(1) Governance
The Sustainability Committee is held quarterly to deliberate and monitor progress on matterssuch as the Group’s policies to respond to sustainability issues, including measures against
climate change. The Committee reports to the Board of Directors, which discusses these mattersand supervises their execution. The Company also utilizes the insight of Outside Directors andOutside Audit & Supervisory Board Members in promoting its sustainability strategies, throughinitiatives including the implementation of “Discussion on Corporate Strategy” on topics such as
management issues facing the Group, including measures against climate change.
(2) Strategies
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-related risks include physical risks arising fromclimate change, such as more frequent and widespread natural disast ers, and transition risks
arising from the transition to a decarbonized society, such as the effect that this transition may
have on the value of securities.
At the same time, the Group has identified the following business opportunities arising from
efforts to mitigate and adapt 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.
Within this framework, it appropriately manages climate-related risks, while considering factors
such as the impact of natural disasters on insurance underwriting, which may be exacerbated byclimate change.
(4) Metrics and Targets
In fiscal year 2021, the Tokio Marine Group established the following new metrics and targets
based on the Paris Agreement.

54

•
•

Aim to achieve net zero greenhouse gas emissions by the Tokio Marine Group including its investee
companies and financing recipients by fiscal year 2050.
Reduce greenhouse gas emissions from the Tokio Marine Group’s business activities to 60% of the
fiscal year 2015 level, and source 100% of the electricity used at the Group’s main businesslocations from renewable energy.

55

(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)
2018
2019
2020
2021
Ordinary income
5,476,720
5,465,432
5,461,195
5,863,770
Ordinary profit
416,330
363,945
266,735
567,413
Net income attributable to420,484
274,579
259,763
161,801
owners of the parent
Comprehensive income
42,871
2,737
465,071590,780
Net assets
3,603,741
3,426,675
3,722,780
4,072,625
Total assets
22,531,402 25,253,966 25,765,368 27,245,852
b. The Insurance Holding Company’s summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal year)
2018
2019
2020
2021
Operating income
299,837
207,867
189,917
307,028
Dividends received
280,386
183,163
168,245282,262
Insurance subsidiary277,624
180,386
164,658
276,622companies, etc.
Other subsidiary
2,762
2,776
3,587
5,639
companies, etc.
Net income
278,374
185,892
169,204
282,568
Net income per share of common
388.30264.59242.75412.25
share
yen
yen
yen
yen
Total assets
2,409,066
2,389,910
2,373,229
2,412,950
Share of insurance subsidiary2,313,910
2,316,646
2,303,410
2,292,311
companies, etc.
Share of other subsidiary
21,963
19,317
19,246
20,869companies, etc.

56

(3) The Group’s Principal Offices (As of March 31, 2022)
a. The Company
Location
Head Office2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Established as ofApril 2, 2002

Notes: 1.The date shown above is the date of incorporation.
2. As of May 2, 2022, head office of the Company has been relocated to 6-4, Otemachi 2-chome,
Chiyoda-ku, Tokyo, Japan.

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
2-1,
Marunouchi 1chome,
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. As of May 2, 2022, the head office of the Company has been relocated to 6-4, Otemachi 2-57

chome, Chiyoda-ku, Tokyo, Japan.

(4) The Group’s Employees
Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

As of March 31,
2021

As of March 31,
2022

Increase/Decrease

20,54020,447

△93

2,244

2,258

14

17,811
2,662
43,257

17,9362,407
43,048

125
△255
△209

(5) The Group’s Principal Lenders (As of March 31, 2022)
None.
(6) The Group’s Financing Activities
None.
(7) The Group’s Capital Investment Activities
a. Total investment in facilities
Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

Amount (Yen in millions)
66,725
8,932
28,125734
104,518

Notes: 1. “Amount” means the aggregate amount of investment in facilities for fiscal year of 2021.
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 21.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiary Companies, etc. (As of March 31, 2022)
a. Parent company
None.

58

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.

59

Tokio Marine Kiln Group London,
LimitedU.K.

Holding company

July 11, 1994

162

100.0%(100.0)-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company

Mar. 12, 1992

157,395

100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

3,257

85.7%
(85.7)-IFFCO-Tokio General
Insurance Co. Ltd.

New Delhi,
India

Property andcasualty
insurance

Sep. 8, 2000

4,516

49.0%
(49.0)-

Tokio Marine Seguradora Sao Paulo,
Property andJune 23, 1937
61,280
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
None.

60

2.Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2022)
Name

Position and responsibilities

Major concurrent posts

Other

Tsuyoshi Nagano

Chairman of the Board

Director (outside director) of Seiko Holdings
Corporation-

Satoru Komiya

Representative Director andPresident & Chief Executive
Officer

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

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

Managing Director of Tokio Marine & Nichido(Note 5)

Managing Director of Tokio Marine & Nichido(Note 6)

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

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

Akira Harashima

Representative Director andSenior Managing Director
Head of International
Insurance Business
Co-Head of International
Business
In charge of International
Business Development Dept.
(management of North
America except TMHCC
and Pure)

Kenji Okada

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

Yoshinari EndoManaging Director

61

Group CIO (Group Chief
Investment Officer)
In charge of Financial
Planning Dept. andCorporate Accounting Dept.
Yoichi Moriwaki

Managing Director-(Note 7)

Group CSSO (Group
Chief Strategy and
Synergy Officer), GroupCSUO (Group Chief
Sustainability Officer)
Shinichi Hirose

Director

President & Chief Executive Officer of Tokio
Marine & Nichido-

Akio Mimura

Director(outside director)

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

Masako Egawa

Director(outside director)

Specially Appointed Professor, Graduate
School of Business Administration,
Hitotsubashi University
Director of MITSUI & CO., LTD. (outside
director)(Note 8)

Takashi Mitachi

Director(outside director)

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

Nobuhiro Endo

Director(outside director)

Chairman of the Board of NEC Corporation
Director of Sumitomo Dainippon Pharma Co.,
Ltd. (outside director)
Director of Japan Exchange Group, Inc.
(outside director)
Vice Chairman of Japan Association of
Corporate Executives(Note 9)Shinya Katanozaka

Director(outside director)

Representative Director, President & Chief
Executive Officer, of ANA HOLDINGS INC.

(Note 10)62

Chairman of ALL NIPPON AIRWAYS CO.,LTD.
Vice Chairman of Japan Business Federation(Keidanren)
Emi Osono

Director(outside director)

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

Shozo Mori

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

Hirokazu Fujita

Audit & Supervisory Board
Member (full-time)-(Note 11)

Akinari Horii

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

Director and Special Advisor of The Canon
Institute for Global Studies(Note 12)

Akihiro Wani

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

Attorney-at-law(Note 13)

Nana Otsuki

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

Expert Director, Chief Analyst of Monex, Inc.
Professor, Graduate School of Division ofBusiness Administration, Nagoya University ofCommerce & BusinessDirector of Credit Saison Co., Ltd. (outside
director)
Director of Mochida Pharmaceutical Co., Ltd.
(outside director)(Note 14)

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 the Tokyo Stock Exchange, Inc.
3. Mr. Takayuki Yuasa resigned as Executive Vice President of Tokio Marine & Nichido on March 31, 2022.
4. Mr. Akira Harashima was appointed as Executive Vice President of the Company and Tokio Marine &Nichido on April 1, 2022.
5. Mr. Kenji Okada was appointed as Senior Managing Director of the Company and Tokio Marine &Nichido on April 1, 2022.
6. Mr. Yoshinari Endo resigned as Director of Tokio Marine & Nichido on March 31, 2022, and was
appointed as Managing Executive Officer of Tokio Marine & Nichido on April 1, 2022.
7. Mr. Yoichi Moriwaki was appointed as Senior Managing Director of the Company on April 1, 2022.
8. Ms. Masako Egawa was appointed as Chancellor of Seikei Gakuen on April 1, 2022. Also she resigned asSpecially Appointed Professor of Graduate School of Business Administration, Hitotsubashi University
on March 31, 2022.
9. Sumitomo Dainippon Pharma Co., Ltd., where Mr. Nobuhiro Endo serves as an outside director, changed
its company name to Sumitomo Pharma Co., Ltd., effective on April 1, 202 2.
10.Mr. Shinya Katanozaka was appointed as Representative Director, Chairman of ANA HOLDINGS INC.
on April 1, 2022. Also he resigned as Chairman of ALL NIPPON AIRWAYS CO., LTD. on March 31,
2022.

63

11.Mr. Hirokazu Fujita has experience as a director in charge of our Financial Planning Department andCorporate Accounting Department and has considerable knowledge of finance and accounting.
12.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 .
13.Mr. Akihiro Wani has many years of experience in his role as a corporate lawyer acting for financial
institutions on legal matters and has extensive insight regarding finance and accounting matters.
14.Ms. Nana Otsuki has many years of experience as an analyst in financial institutions and has extensive
insight regarding finance and accounting matters.

64

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

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

Number of
persons toreceiveremuneration,etc.

652 millionyen

330 million
yen

152 million
yen

169 millionyen

15 persons

Directors(excluding
OutsideDirectors)
OutsideDirectors

553 million
yen

251 million
yen

152 million
yen

149 million
yen

9 persons98 million
yen

78 million
yen―

20 million
yen

6 personsAudit &
Supervisory
Board
Members

123 million
yen

123 million
yen

―

―

5 persons72 million
yen

72 million
yen

―

―

2 persons

51 million
yen

51 million
yen

―

―

3 persons775 million
yen

453 million
yen

152 million
yen

169 million
yen

20 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 1 director who is not an outside director,
who resigned from this position on the close of the 19th Ordinary General Meeting of shareholders heldon June 28, 2021.
2. “Total amount of remuneration, etc.” and “Total amount of remuneration, etc. by type” include anamount paid to the 1 director referred to in Note 1 above.
3. Share compensation includes the amount to be posted as expenses relating to share warrants granted to
one director mentioned in 1. above as compensation for fiscal year 2021 and the amount to be posted as
expenses relating to points relating to share deliv ery trusts granted to other directors as compensation for65fiscal year of 2021. .
4. As a transitional measure in shifting from share compensation -type share options until June 2021 to ashare delivery trust, on September 13 2021, the Company extinguished t he share acquisition rights that
had been allocated as share compensation-type share options to the directors who were in office at theclose of the 19th Ordinary General Meeting of Shareholders held on June 28, 2021 (including those
granted as consideration for the execution of duties by the Company's executive officers), and also
granted the points of the share delivery trusts, which are equivalent to the number that had been
extinguished. .
5. Among the points in 4. above, 34 million yen (of which 3 million yen is for outside directors) related to5,700 points (of which 500 points are for outside directors) that were granted as remuneration from
April to June 2021 is included in the total amount of remuneration, etc. and the total amount by type in
the table above. In addition, as a transitional portion from share acquisition rights granted by the end of
March 2021, the Company granted a total of 116,900 points (including 12,600 points for outside
directors) to 13 directors (including 5 outside directo rs) as the portion corresponding to shareacquisition rights granted as compensation, etc. up until March 2021. Related expenses of 707 million
yen (including 76 million yen for outside directors) were recorded.

b. Composition of remuneration, etc.
The composition of remuneration etc. for fiscal year 2021 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.

66

Evaluation
periodItem

April 2019
~ March2020

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

April 2020
~ March2021

Composition
Ratio

60%
30%
10%
60%
30%
10%

TargetResult400.0
billion yen
10.4%
100%

286.7
billion yen
8.2%
106.4%

310.0
billion yen
9.4%
100%

299.1
billion yen
8.6%
91.3%

Period for
payment of thecorresponding
performancelinked
compensation
July 2020 ~June 2021

July 2021 ~June 2022

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
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 impact of
COVID-19 at the time of setting the targets, and the actual impact of COVID -19.

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. By the end of fiscal year of 2021, the Company shifted from share compensation typeshare options to share delivery trusts for the purpose of stable and efficient management of renumerationplans. The main contents of both plans are as follows.

67

● Share delivery trust
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 the
Trust
Other details

Three years commencing from July 2021 (hereinafter
the “Initial Plan Period”), and every 3-year period
commencing from the expiration of the Initial Plan
Period (hereinafter, together with the Initial Plan
Period, the “Plan Period”). For each Plan Period, theCompany establishes a trust (hereinafter “the Trust”)
with a trust period of 3 years or shall revise the trust
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 from theCompany (through the disposal of treasury shares)
Predetermined in accordance with rank and otherfactors (the number of points awarded will not
fluctuate due to performance, etc.)
After resignation
Voting rights shall not be exercised
Dividends shall be received by the Trust andallocated to fund the acquisition of shares of theCompany and the trust fees of the Trust.
To be determined by the Board of Directors● Share compensation-type share options
Allotment of share acquisition rights

Class and number of shares to be issued upon
exercise of the share acquisition rights

Upon allotment of share acquisition rights, theCompany plans to grant directors remuneration
claims in amounts equal to the amount payablefor the share acquisition rights, and the rights
to demand payment of payable amounts and the
remuneration claims will set off each other.
The maximum total number of shares to beissued upon exercise of the share acquisitionrights allotted within one year from the date of
the ordinary general meeting of shareholders
for each fiscal year shall be 50,000 commonshares (including 5,000 common shares foroutside directors).
The number of shares to be issued upon
exercise of each share acquisition right shall be
100. If the number of shares constituting one

68Value of the property to be contributed upon
exercise of the share acquisition rights

Other conditions for the exercise of the shareacquisition rights

unit is revised, however, the number of shares
to be issued upon exercise of each shareacquisition right shall be the revised number ofshares constituting one unit.
The value of the property to be contributed
upon exercise of each share acquisition rightshall be the amount obtained by multiplying theamount payable for any one share issued upon
exercise of the share acquisition rights, whichshall be 1 yen, by the number of shares to beissued upon exercise of each share acquisitionright.
As a general rule, any individual who has beenallotted share acquisition rights may continue
to exercise such rights after losing his or her
position as a director, audit & supervisoryboard member or executive officer of theCompany, and other conditions for the exerciseof the share acquisition rights shall be decided
by the Board of Directors of the Company.

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
Share
Total
Up to 210 million yen June 24, 201912compensation- amount per/ 1 years(4)
type shareyear(Up to 21 million yen /options
1 years)69

Audit &Supervisory
Board
Members

Maximum
total numberof rights
Total monthly amount

500 rights / 1 year
(50 rights / 1 year)

June 29, 201510
(3)

Up to 12 million yen

June 27, 2011

5

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 1 share of the Company. The maximum amountto be contributed to the trust will be applied for each period covered, and the maximum total number isapplied on each fiscal year basis.
4. As to share compensation type share options, the number of our shares per share option is 100 shares.
The aggregate annual amount and the maximum number of such annual share options are applicable foreach period of one (1) year from the date of each ordinary general meeting of shareholders. After shi ftingfrom share compensation type share options to share delivery trusts during fiscal year of 2021, no newshare options have been allocated as share compensation type share options.
5. In addition to the amounts presented in the table above, as a transitional measure in shifting from sharecompensation-type share options to a share delivery trust, the contribution of a maximum of 900 million
yen (including 100 million yen for outside directors) in cash, and the granting of a maximum of 130,000
points (including 14,000 points for outside directors) for 14 directors (including 6 outside directors), wasresolved at the 19 th Ordinary General Meeting of Shareholders held on June 28, 2021.

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 (whose chairman is an outside director and the majority of the Committee
members are outside directors), an advisory body to the Board of Directors.
Until June 2021, the Board of Directors delegated to the President & CEO (Satoru Komiya) the authority
to specifically determine the remuneration, etc. for each Director, within the framework approved by thegeneral meeting of shareholders and subject to the above-mentioned resolution of the Board of Directors,
in order to enable agile operation within a framework that ensures transparency, fairness, and objectivity.
From July 2021 onward, remuneration, etc. for each individual director has been determined by the
Board of Directors, within the framework approved by the general meeting of shareholders based on theabove-mentioned resolution by the board of directors and subject to the above-mentioned resolution of
the Board of Directors (the authority for making these determinations is not delegated to any of thedirectors or other third parties).
The remuneration, etc. for each individual Audit & Supervisory Board Member, was determined within
the limits approved by the general meeting of shareholders, through discussions 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. for70each individual Director and Audit & Supervisory Board Member as follows, based on the content of thereport by the Compensation Committee, an advisory body to the Board of Directors.
Since the contents of the remuneration, etc. for each individual Director and Audit & Supervisory Board
Member for fiscal year 2021 have been determined through the procedures described above in “(f)Method for determining remuneration, etc. for each individual Director and Audit & Supervisory Board
Member,” we conclude that they are in line with the policy for determining remunerations for eachindividual director and audit & supervisory board member in fiscal year of 2021.
(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.

71(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)
Endo Nobihiro (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.

b. Indemnity agreements
None.
(4) Directors and Officers Liability Insurance
Scope of insured persons
Directors, Audit & Supervisory Board Members
and Executive Officers of the Company and apart 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 forin 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 forthe execution of his or her duties or receives aclaim related to the pursuit of such liability. A
deductible amount is established under thecontract, and insured persons are required tocover damages up to a certain amount.

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Posts (As of March 31, 2022)
The other posts of outside directors and outside audit & supervisory board members are as describedabove in “2. Matters Concerning Directors and Audit & Supervisory Board Members (1) Directors andAudit & Supervisory Board Members”.

72

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 both 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.

11 years and9 months

Attended all 10 board of
directors' meetings held
during fiscal year 2021.

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.

6 years and 9 Attended 9 of the 10 board
monthsof directors' meetings held
during fiscal year 2021.

73

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 andthe Compensation Committee, she
has also contributed to thefulfillment of supervisory functions
through nominations, performance
evaluations and establishment ofappropriate compensation system

of directors, etc.
Takashi Mitachi(outside director)

Nobuhiro Endo(outside director)

Shinya Katanozaka(outside director)

4 years and 9monthsAttended all 10 board of
directors' meetings held
during fiscal year 2021.

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.

2 years and 9monthsAttended all 10 board of
directors' meetings held
during fiscal year 2021.

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.

1 year and 9monthsAttended all 10 board of
directors' meetings held
during fiscal year 2021.

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 appropriate

74

compensation system of directors,
etc.
Emi Osono(outside director)

9 months

Attended all 8 board of
directors’ meetings held
during fiscal year 2021
after her appointment as adirector.

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

10 years and9 months

Attended all 10 board of
directors' meetings and all
10 audit & supervisoryboard meetings held during
fiscal year 2021.

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

7 years and 9monthsAttended all 10 board of
directors' meetings and all
10 audit & supervisoryboard meetings held during
fiscal year 2021.

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

3 years and 9monthsAttended all 10 board of
directors' meetings and all
10 audit & supervisoryboard meetings held during
fiscal year 2021.

She has fulfilled her audit functions
by presenting inquiries andremarks, based on her insight as a
specialist in business management,
etc. acquired through many years ofexperience 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 is the length of the term held as of March 31, 20 22.
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 2021 were ordinary meetings. All 10 audit &supervisory board meetings held during fiscal year 20 21 were ordinary meetings.

75

(3) Remuneration , etc.

Total amount of
remuneration,

Number of persons toreceive remuneration,etc.

Remuneration, etc.
received from theinsurance holding
company (theCompany)

Remuneration, etc. received fromthe parent company, etc. of theinsurance holding company (theCompany)

9 persons

149 million yen

-

etc.

(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, 2022)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 680,000 thousand shares (including 1,398 thousand treasury
shares)(2) Total Number of Shareholders (As of March 31, 2022)
108,737(Composition ratio by type of shareholders)
Financial institutions:41.5%
Financial instruments firms:
6.0%
Other domestic companies:
5.7%
Foreign companies, etc.:
33.7%
Individuals and others:
12.9%
Treasury shares:
0.2%(3) Major Shareholders (As of March 31, 2022)
Capital contribution
to the Company

Shareholders

Number ofshares held

Ratio ofshares heldThousand shares%

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

125,947

18.6

Custody Bank of Japan, Ltd. (Trust Account)

49,971

7.4

Meiji Yasuda Life Insurance Company

14,201

2.1

Barclays Securities Japan Limited

12,581

1.9

76

SSBTC CLIENT OMNIBUS ACCOUNT

10,915

1.6

Moxley & Co. LLC.

10,829

1.6State Street Bank West Client - Treaty 505234

10,753

1.6

Tokai Nichido Employee Stock Ownership Plan

10,256

1.5

JP Morgan Chase Bank 385781

8,858

1.3

The Bank of New York Mellon Corporation 140044

8,638

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 1,398 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. 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 fiscal year:
Number ofshareacquisitionrights (as ofthe end of
fiscal year)
July 2011
Share
Acquisition
RightsJuly 2012
Share
Acquisition
RightsJuly 2013
Share
Acquisition
RightsJuly 2014
Share
Acquisition
RightsJuly 2015
Share
Acquisition
Rights6Class andnumber ofsharesunderlying
shareacquisitionrights (as ofthe end of
fiscal year)
600
commonsharesAmountpayable atissuance

Amount to be
paid upon
exercise ofshareacquisitionrightsExerciseperiod219,500 yen

17

1,700
commonshares181,900 yen

10

1,000
commonshares332,600 yen

8800
commonshares

310,800 yen

8800
commonshares500,800 yen

77

1 yen pershare

30 years fromthe allotmentof the shareacquisitionrightsJuly 2016
9900
337,700 yen
SharecommonAcquisition
SharesRightsJuly 2017
13
1,300
455,100 yen
SharecommonAcquisition
SharesRightsJuly 201811
1,100
500,700 yen
SharecommonAcquisition
SharesRightsJuly 201910
1,000
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.
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

1,700
commonsharesJuly 2013
Share
Acquisition
Rights10

1,000commonshares----1 person

10

July 2014
Share
Acquisition
Rights8800
commonshares----1 person

8

July 2015
Share
Acquisition
Rights8800
commonshares----1 person

8

July 2016
Share
Acquisition
Rights9900
commonshares---1 person

9

July 2017
Share
Acquisition
Rights13

1,300
commonshares---1 person

13

78

-

-

-

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

July 2018
Share
Acquisition
Rights11

1,100
commonshares----1 person

11

July 2019
Share
Acquisition
Rights10

1,000commonshares----1 person

10Note: As of March 31, 2022, one of the directors and audit & supervisory board members of the Company has been allotted
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.
6. Matters Concerning the Independent Auditor(1) Independent Auditor
Name

PricewaterhouseCoopers
Aarata LLC
Designated Limited
Liability Partners:

Remuneration, etc. for fiscal year 2021

Other matters

143 million yen

Non-audit services (i.e., services
other than those stipulated in
Article 2, paragraph 1 of theCertified Public Accountants Law)provided to the Company by the
independent auditor for a fee:accounting advisory service related
to International Financial ReportingStandards (IFRS), etc.

Masahiko Nara
Takaki Suzuki
Katsuki Kusachi

Notes: 1. The Audit & Supervisory Board of the Company has conducted necessary verification on the propernessof 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 inparagraph 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 for these services are practically inseparable.
3. The total amount of cash and other financial benefits payable to the independent auditor by the Company
and its subsidiaries is 962 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, based79

on the consent of all of Audit & Supervisory Board members. The Audit & Supervisory Board
comprehensively evaluates the professional knowledge, audit ability, audit quality, independenc e 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 n ot
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.
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 Policies for Internal Controls” below pursuant to the Companies
Act and the Ordinance for Enforcement of the Companies Act, and established a system to ensure
appropriate business operations (internal control system).
1. System for ensuring proper operations within the Tokio Marine Group (the "Group")(1)Based on the Tokio Marine Group corporate philosophy, the Company, as the holding company
controlling the businesses of the Group, by establishing both the Group's basic policies for 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 wit h 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

80

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 financial 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.
(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' satisfaction
and pride in their work and promoting fair and transparent personnel management linked with proper
performance evaluation.
2. System for ensuring the execution of professional duties in accordance with applicable laws,
regulations and the Articles of Incorporation(1)The Company shall establish the Group's basic policy for compliance and implement 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, regulations or internal
rules within any of the Managed Companies and, in addition to usual reporting routes, set up hotlines(internal whistle-blower systems) to an internal and 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 perform81

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 ofoperations 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 dut ies 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 o ther materials. The 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 of82

operations 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 Directo rs, have theright 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 2021, we conducted deliberations with external
experts and confirmed that there are no significant deficiencies in internal control acros s the wholeGroup.

83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, re gulations 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 2021.
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 approval
to business and other plans of major Group companies.
c. Efforts related to Compliance
The Group conducts training each year to inform directors and officers of laws, regulations and internal
rules that directors and officers are required to comply with.
The Group has also installed hotlines for directors and officers to report internally regarding potential
compliance issues and, as well as spreading awareness about the use of these hotlines and whistleblower
protection, etc. through training and other methods, the Group is responding to reports. In addition, theGroup installed a hotline that can handle internal reports in multiple languages from Japan and abroad.
In order to continuously enhance the compliance system across the whole Group, the Group, under theleadership of a chief officer who oversees legal affairs and compliance throughout the Group, is making
particular efforts to develop a system for fields that require global responses, such as the prevention ofbribery 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.
In recent years, while natural disasters have become more large scale and frequent, the risks surrounding
businesses, such as the novel coronavirus and cyber terrorism, have become more diverse. In the fiscal
year of 2021, we worked to strengthen our readiness to respond to scenarios such as an earthquake
making a direct hit on Tokyo and a volcanic eruption of Mt. Fuji by conducting large-scale simulation
drills together with domestic Group companies. From the standpoint of responding to cyber risks, we
worked to strengthen our global posture by establishing a system to conduct security management acrossthe Group.
In order to maintain credit ratings and forestall 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.

84

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 thr ough reports of theresults of their internal audits. In particular, for small and medium-sized Group companies, we takeaction such as collaboration initiatives with major Group companies to strengthen internal audit
functions and provide support for improving internal audit quality.

f. Efforts to Ensure Effective Audits by Audit & Supervisory Board Members
The Company provides information to Audit & Supervisory Board Members sufficient to ensure
effective audit by Audit & Supervisory Board Members such as by having them attend meetings of theBoard of Directors and other important meetings, as well as providing them access to important financial
reports, which allows them to evaluate directors’ execution of their duties.
The Company’s Internal Audit Department also collaborates with Audit & Supervisory Board Members
by providing information on the internal audit plan and the outcome of the internal audit.
In addition, the Company reports to Audit & Supervisory Board Members 4 times a year on theimplementation of the internal reporting hotline.
9. Items related to Specified Wholly-owned Subsidiary(1) Name and Address of the Specified Wholly-owned Subsidiary
Tokio Marine & Nichido Fire Insurance Co., Ltd.
2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan(2) The Total Book Value of Shares of the Specified Wholly-owned Subsidiary Owned by 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 Year2,412,950 million yen
10. Matters Concerning Transactions with the Parent Company
None.

85

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

86

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107

Copy of Independent Auditor’s Report on Consolidated Financial Statements
Independent Auditor’s Report(English Translation*)
May 18, 2022
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 the "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, 2021 to March 31, 2022.
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 acc epted 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 withthe consolidated financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

108

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 pre sentation 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 frommaterial 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 relat ed to going concern.
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 findings, 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 them
all relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.

109

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 requir ed 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.

110

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

May 18, 2022

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 20th fiscal year from April 1, 2021
to March 31, 2022.
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.

111

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 Schedul es
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,

112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 independenc e, 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.

113

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, 2021
and ended on March 31, 2022 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.

114

(c) Concerning the internal control over financial reporting, each audit & supervisory board mem ber
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 enumera ted 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 whenevernecessary.
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 2021.

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 control system, including the internal
control over the financial reporting.
(2) Results of the audit of the non-consolidated financial statements and the supplementary schedules
thereto115

We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Aarata LLC, to be appropriate.
(3) Results of the audit of the consolidated financial statement
We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Aarata LLC, to be appropriate.

May 19, 2022
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.
Shozo Mori, Audit & Supervisory Board Member (full-time)
Hirokazu Fujita, 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.

116

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 achieved a reduction of
116.9 billion yen in fiscal year 2021. This led to the reduction of 2.4 trillion yen in cumulative total
since our foundation year 2002 (on market value at the time of sale), and as of the end of March 2022,
the book value of domestic equities held for Business-relationship (hereinafter referred to as "Domestic
Business-Relationship Equities") decreased to 32% as compared to the end of March 2002.
We will further strengthen these reduction initiatives based on deep ening our careful dialogue withinvestees.
●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)

●Plans and actual amount of reduction of Domestic Business-Relationship Equities over the past fiveyears
Fiscal year
2017
2018
2019
2020
2021

Plan
100.0 billion yen or more per
year

117

Actual107.7 billion yen
107.4 billion yen
106.6 billion yen
106.0 billion yen
116.9 billion yen

● Status of holdings in fiscal year 2021
Number of issues(issuers)
Unlisted shares
811
Shares other than unlisted
1,059
sharesTotal book value(in millions of yen)
32,921
2,538,358● Shareholdings for which the number of shares decreased in fiscal year 2021
Total value of sales associated with
Number of issues
the reduction in the number of(issuers)
shares(in millions of yen)
Unlisted shares
17
778
Shares other than unlisted
97
116,784
shares[Verification 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 2021, the Company reviewed the economic
rationality as of the end of March 2021, 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.

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[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.
(Please see the overview of our stewardship activities for more details: https://www.tokiomarine nichido.co.jp/company/pdf/stewardship.pdf (in Japanese)).
Tokio Marine & Nichido pays close attention to the following items in exercising voting rights.
• Election or dismissal of directors (proposed by a company operating in deficit for a certain consecutive
period, by a company in which scandal has occurred, by a company focusing on the ESG issues, etc.)• Election or dismissal of audit & supervisory board members (proposed by a company in which scandal has
occurred, 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 in whichscandal 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 in which scandal has
occurred, etc.)• Issuance of new shares or share acquisition rights under favorable conditions• 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• Introduction of anti-takeover measures• Existence or nonexistence of outside directors• Attendance by outside directors and outside audit & supervisory board members to the board of directors’
meetings or audit & supervisory board meetings• 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.

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