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, by
distributing steadily growing dividends on its common share and other ways after taking into consideration
the business results and expected future environment of the Company, subject to the Company having
provided sufficient capital to meet the business needs of Tokio Marine Group.
In accordance with the above policy, and considering various factors, the Company proposes to pay 27.50
yen per share of the Company as a year-end cash dividend. As 27.50 yen per share was paid as an interim
cash dividend, the total amount of annual cash dividends will be 55 yen per share for the fiscal year ended
March 31, 2013. This is an increase of total annual cash dividends of 5 yen per share from 50 yen per sharepaid for the previous fiscal year.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 27.50 yen
Aggregate amount of cash dividends: 21,093,439,675 yen
2. Effective date of the distribution of dividends
June 25, 2013

Item 2. Election of Ten (10) Directors
The term of office of all 10 directors will expire at the close of this Meeting.
election of the following 10 directors is proposed.

4For the next term, theThe candidates for directors are as follows:
Name(Date of birth)01.

Shuzo Sumi
(July 11, 1947)

Brief personal history, position, responsibilities andother major occupations
AprilJune

Number of theCompany’sshares held
21,005 shares1970 Joined Tokio Marine
2000 Director and Chief Representative in London,
Overseas Division of Tokio Marine
June
2002 Managing Director of Tokio Marine
Oct.
2004 Managing Director of Tokio Marine & NichidoJune2005 Senior Managing Director of Tokio Marine &NichidoJune2007 President of Tokio Marine & Nichido (to present)June2007 President of Tokio Marine Holdings (to present)(Other major occupations)
President of Tokio Marine & Nichido
02.
Takaaki Tamai
April 1975 Joined Tokio Marine
17,850 shares(July 5, 1950)
June
2003 Executive Officer and General Manager, Overseas
Division of Tokio Marine
Oct.
2004 Executive Officer and General Manager in chargeof Asia region of Tokio Marine & Nichido
June2006 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &Nichido
June2006 Director of Tokio Marine HoldingsJune2008 Managing Director of Tokio Marine & NichidoJune2008 Retired from his position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &NichidoJune2011 Senior Managing Director of Tokio Marine
Holdings
June2012 Retired from his position as Senior Managing
Director of Tokio Marine & NichidoJune2012 Executive Vice President of Tokio MarineHoldings (to present)(Responsibilities)
In charge of Domestic Business Development Dept.,
Corporate Planning Dept., Personnel Planning Dept. and Legal
Dept.
03. Tsuyoshi Nagano April 1975 Joined Tokio Marine
17,200 shares(November 9, 1952) June
2003 Executive Officer and General Manager of Nagoya
Production Dept. III, Tokai Division of Tokio
MarineOct.
2004 Executive Officer and General Manager of Nagoya

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Production Dept. III of Tokio Marine & Nichido
June2006 Managing Executive Officer of Tokio Marine &NichidoJune2008 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune2008 Director of Tokio Marine HoldingsJune2009 Retired from his position as Director of Tokio
Marine HoldingsJune
2010 Senior Managing Director of Tokio Marine &NichidoJune2011 Senior Managing Director of Tokio MarineHoldingsFeb.
2012 Senior Managing Director and General Manager ofInternational Business Development Dept. ofTokio Marine HoldingsJune2012 Executive Vice President of Tokio Marine &Nichido (to present)June2012 Executive Vice President and General Manager ofInternational Business Development Dept. ofTokio Marine Holdings (to present)(Responsibilities)
Overall supervision of overseas insurance business; in chargeof International Business Development Dept. (management ofNorth America, Latin America and European regions andreinsurance operations)(Other major occupations)Executive Vice President of Tokio Marine & Nichido
04.
Masashi Oba
April 1978 Joined Tokio Marine(February 13, 1955) June2007 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &NichidoJune2009 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio MarineHoldingsJune2010 Managing Director of Tokio Marine & Nichido (topresent)June2010 Managing Director of Tokio Marine Holdings (topresent)(Responsibilities)
In charge of Financial Planning Dept. and IT Planning Dept.
05.
Hirokazu Fujita
April 1980 Joined Tokio Marine(May 12, 1956)
June 2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio Marine &68,400 shares

7,600 shares

Nichido
June 2011 Executive Officer and General Manager ofCorporate Accounting Dept. of Tokio MarineHoldings
June 2012 Managing Director and General Manager ofCorporate Accounting Dept. of Tokio Marine &Nichido (to present)
June 2012 Managing Director and General Manager ofCorporate Accounting Dept. of Tokio Marine
Holdings (to present)(Responsibilities)
In charge of Corporate Accounting Dept., Internal Control
Dept., Risk Management Dept., and Internal Audit Dept.
(Other major occupations)Managing Director of Tokio Marine & Nichido
06.
Kunio ItoApril 1980 Assistant Professor, Faculty of Commerce and(December 13, 1951)
Management, Hitotsubashi University
April1984 Associate Professor, Faculty of Commerce andManagement, Hitotsubashi University
April 1992 Professor, Faculty of Commerce and Management,Hitotsubashi University
Aug. 2002 Dean, Graduate School of Commerce andManagement/Faculty of Commerce andManagement, Hitotsubashi University
June2004 Audit & Supervisory Board Member of Tokio
Marine (outside audit & supervisory boardmember)Oct.
2004 Audit & Supervisory Board Member of Tokio
Marine & Nichido (outside audit & supervisoryboard member)
Dec. 2004 Board Member/Executive Vice President ofHitotsubashi University
Dec. 2006 Professor, Graduate School of Commerce andManagement, Hitotsubashi University (to present)June2009 Retired from his position as Audit & Supervisory
Board Member of Tokio Marine & Nichido(outside audit & supervisory board member)June2009 Director of Tokio Marine Holdings(outside director) (to present)(Other major occupations)
Professor, Graduate School of Commerce andManagement, Hitotsubashi University
Director of Mitsubishi Corporation (outside director)
Director of Sumitomo Chemical Company, Limited (outside74,200 sharesdirector)
Director of Akebono Brake Industry Co., Ltd.
(outside director)
07.
Akio Mimura
April 1963 Joined Fuji Iron and Steel Co., Ltd.
2,800 shares(November 2, 1940) June
1993 Director of Nippon Steel Corporation
April 1997 Managing Director of Nippon Steel Corporation
April 2000 Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel CorporationJune
2010 Director of Tokio Marine Holdings(outside director) (to present)Oct.
2012 Director, Member of the Board and Senior Advisorof Nippon Steel & Sumitomo Metal Corporation (topresent)(Other major occupations)
Director, Member of the Board and Senior Advisor of Nippon
Steel & Sumitomo Metal Corporation
Director of Development Bank of Japan Inc. (outside director)
Director of the Innovation Network Corporation of Japan(outside director)
Director of Nisshin Seifun Group Inc. (outside director)
08. Toshifumi Kitazawa April 1977 Joined Tokio Marine
11,350 shares(November 18, 1953) June2008 Managing Director and General Manager ofCorporate Planning and Management Dept. of
Tokio Marine & Nichido Life
June
2009 Senior Managing Director and General Managerof Corporate Planning and Management Dept. ofTokio Marine & Nichido Life
July
2009 Senior Managing Director of Tokio Marine &Nichido Life
June
2010 President of Tokio Marine & Nichido Life(to present)June2010 Director of Tokio Marine Holdings (to present)(Other major occupations)
President of Tokio Marine & Nichido Life09.
Mikio Sasaki
April 1960 Joined Mitsubishi Corporation
900 shares
1992 Director of Mitsubishi Corporation(October 8, 1937) June
June
1994 Managing Director of Mitsubishi Corporation
April 1998 President of Mitsubishi Corporation
April 2004 Chairman of the Board of Mitsubishi Corporation8June

10.

Takashi Ito(*)(May 19, 1957)

2010 Director and Senior Corporate Advisor ofMitsubishi CorporationJune
2011 Senior Corporate Advisor of Mitsubishi
Corporation (to present)June2011 Director of Tokio Marine Holdings (outsidedirector) (to present)(Other major occupations)
Senior Corporate Advisor of Mitsubishi Corporation
Director of Mitsubishi Motors Corporation(outside director)
Director of Mitsubishi Electric Corporation(outside director)
Director of Mitsubishi Research Institute, Inc.
(outside director)
April 1980 Joined Tokio Marine
June
2011 Executive Officer and General Manager ofCorporate Planning Dept. of Tokio MarineHoldings (to present)

800 shares

Notes: 1. Dr. Kunio Ito, Mr. Akio Mimura and Mr. Mikio Sasaki are candidates for outside directors.
2. Dr. Kunio Ito, Mr. Akio Mimura and Mr. Mikio Sasaki are “independent directors/auditors” asspecified by the Tokyo Stock Exchange, Inc. and other stock exchanges in Japan. Mr. Akio
Mimura concurrently serves as Director, Member of the Board and Senior Advisor of Nippon
Steel & Sumitomo Metal Corporation (“NSSMC”), which has no business transaction with theCompany. Insurance subsidiaries of the Company conduct insurance-related transactions withNSSMC; however, these transactions constitute less than 1 percent of the Company’s
consolidated ordinary income. Mr. Mikio Sasaki concurrently serves as Senior Corporate
Advisor of Mitsubishi Corporation, which has no business transaction with the Company.
Insurance subsidiaries of the Company conduct insurance-related transactions with Mitsubishi
Corporation; however, these transactions constitute less than 1 percent of the Company’s
consolidated ordinary income.
3. The reason for proposing Dr. Kunio Ito as a candidate for outside director is that he would be
expected to fulfill his supervisory functions and provide valuable advice based on his insight asa specialist in business management, acquired through many years of involvement in academic
activities. While Dr. Kunio Ito has not been involved in corporate management other than as
an outside director or an outside audit & supervisory board member, we believe that he would
effectively perform his duty as an outside director for the reasons set forth above. The reasonfor proposing Mr. Akio Mimura as a candidate for outside director is that he would be expected
to fulfill his supervisory functions and provide valuable advice based on his insight as acompany manager, acquired through many years of experience in a management role. The
reason for proposing Mr. Mikio Sasaki as a candidate for outside director is that he would beexpected to fulfill his supervisory functions and provide valuable advice based on his insight asa company manager, acquired through many years of experience in a management role.
4. Mr. Mikio Sasaki concurrently serves as an outside director of Mitsubishi Motors Corporation(“Mitsubishi Motors”). Mitsubishi Motors determined that, in November 2008 and March92012, during Mr. Sasaki's term as an outside director, it had been processing equipment that use
insulation oil possibly containing polychlorinated biphenyl (“PCB”) in a manner not incompliance with PCB waste processing requirements prescribed by environmental protection
laws and regulations. In March 2011, also during Mr. Sasaki’s term as an outside director,
Mitsubishi Motors determined that it had been using certain equipment at its plants without
filing reports required by environmental protection laws, regulations and municipal ordinances.
Although Mr. Sasaki was unaware of the problems until they were discovered, prior to theincidents he had consistently urged the enhancement of compliance measures and called further
attention to the importance of compliance. After the discovery, Mr. Sasaki led a thoroughinvestigation into the incidents and implementation of measures to prevent a recurrence of such
incidents.
Mr. Mikio Sasaki also concurrently serves as an outside director of Mitsubishi Electric
Corporation (“Mitsubishi Electric”). Mitsubishi Electric determined that, from January toMarch 2012, during Mr. Sasaki's term, it had been overcharging or otherwise inappropriately
charging in relation to certain contracts for electronics system projects with the Ministry ofDefense, the Ministry of Internal Affairs and Communications and other institutions, each ofwhich subsequently suspended Mitsubishi Electric from participating in bidding on publicprojects. In November 2012, during Mr. Sasaki's term, Mitsubishi Electric also received acease and desist order and surcharge payment order from the Japan Fair Trade Commission forviolation of the Antimonopoly Act with regard to domestic sales of certain automotivecomponents. Although Mr. Sasaki was unaware of the problems until they were discovered,prior to the incidents he had consistently urged the enhancement of compliance measures andcalled further attention to the importance of compliance. After the discovery, Mr. Sasaki led athorough investigation into the incidents and further enhancement of Mitsubishi Electric'scompliance system to prevent a recurrence of such incidents.
5. Dr. Kunio Ito will have served as an outside director for 4 years at the close of this Meeting.
Mr. Akio Mimura will have served as an outside director for 3 years at the close of this Meeting.
Mr. Mikio Sasaki will have served as an outside director for 2 years at the close of this Meeting.
6. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with Dr. Kunio Ito, Mr. Akio Mimura and Mr.
Mikio Sasaki to limit their liability provided for in Article 423, paragraph 1 of the Companies
Act of Japan. The limitation of liability under the agreement shall be the higher of either 10
million yen or the amount provided in Article 425, paragraph 1 of the Companies Act of Japan.
The Company intends to maintain the agreement if Dr. Ito, Mr. Mimura and Mr. Sasaki areelected as proposed.
7. Mr. Shuzo Sumi is expected to assume his position as the Chairman of the Board of Tokio
Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine& Nichido scheduled for June 2013.
8. Mr. Takaaki Tamai is expected to assume his position as an Executive Vice President of Tokio
Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine& Nichido scheduled for June 2013.
9. Mr. Tsuyoshi Nagano is expected to assume his position as the President of Tokio Marine &Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine & Nichido
scheduled for June 2013.

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10. Mr. Masashi Oba is expected to retire from his position as a Managing Director of Tokio
Marine & Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine& Nichido scheduled for June 2013.
11. Dr. Kunio Ito is expected to retire from his position as a Director of Sharp Corporation at theclose of the ordinary general meeting of shareholders of Sharp Corporation scheduled for June
2013. Dr. Kunio Ito is expected to assume his position as an outside director of KobayashiPharmaceutical Co., Ltd. at the close of the ordinary general meeting of shareholders ofKobayashi Pharmaceutical Co., Ltd. scheduled for June 2013.
12. Mr. Akio Mimura is expected to assume his position as a Senior Advisor of Nippon Steel &Sumitomo Metal Corporation at the close of the ordinary general meeting of shareholders of
Nippon Steel & Sumitomo Metal Corporation scheduled for June 2013.
13. Mr. Takashi Ito is expected to assume his position as a Managing Director of Tokio Marine &Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine & Nichido
scheduled for June 2013.
14. A “*” indicates that the candidate is a newly appointed candidate who is not currently serving
as a director.

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