SUMMARY OF SCHEME
Proposed transfer of the entire business of the London Branch of Tokio Marine &Nichido Fire Insurance Co., Ltd.

1.

OVERVIEW

1.1

It is proposed that the entire business of the London Branch of Tokio Marine & Nichido
Fire Insurance Co., Ltd. (the "London Branch") will be transferred to NRG Victory
Reinsurance Limited ("NRG") under a scheme pursuant to Part VII of the Financial
Services and Markets Act 2000 (the "Act") (the "Proposed Transfer").

1.2

Tokio Marine & Nichido Fire Insurance Co., Ltd ("TMNF") is an insurance andreinsurance company incorporated in Japan. TMNF was formed by the merger of Tokio
Marine & Fire Insurance Co., Ltd ("TMF") and Nichido Fire & Marine Insurance Co.,Ltd ("NFM") in October 2004. The London Branch is authorised to carry out contracts
of insurance by the UK prudential regulator, the Prudential Regulation Authority("PRA").

1.3

NRG, is a non-life insurance and reinsurance company registered in England (withcompany number 00157508 and registered office at 4th Floor, 8 Fenchurch Place,London, EC3M 4AJ). NRG is affiliated with NICO, a US corporation, the ultimate
parent of which is Berkshire Hathaway Inc. NRG is authorised by the PRA to carry out
contracts of reinsurance.

1.4

TMNF's legacy portfolio of business is comprised of the run-off portfolios of all classesof non-life, marine and non-marine international business: (i) directly written by theformer International Reinsurance Department of TMF for 2000 and prior years; and (ii)written by the former Reinsurance Department and Marine Department of NFM for2003 and prior years, which was classified as reinsurance business when written andwhich excludes aviation business unless incidentally written (the "Legacy Portfolio").
The Legacy Portfolio was relocated to the London Branch with effect from 1 March
2021, with the exception of a limited number of policies1 (the "London BranchBusiness"). Under the terms of the Proposed Transfer, TMNF will transfer the London
Branch Business to NRG. The terms of the transferring policies will not otherwise beaffected as a result of the Proposed Transfer.

1.5On 31 December 2014, TMNF entered into a Loss Portfolio Transfer ("LPT")
reinsurance agreement with National Indemnity Company ("NICO"), pursuant towhich NICO agreed to provide reinsurance to TMNF in respect of the entirety of theLegacy Portfolio. In accordance with the terms of the LPT, NICO has also appointed
its UK/US affiliates, Resolute Management Inc. ("RMI") and Resolute Management
Services Limited ("RMSL") to conduct the day-to-day claims administration withrespect to the London Branch Business on behalf of TMNF. The LPT will also beincluded in the Proposed Transfer and RMI and RMSL will continue to conduct the1Policies in the Legacy Portfolio that were issued by TMNF to cedants located in North Korea; Cuba; Iran;
Syria and Venezuela were not relocated to the London Branch. Those policies remain with TMNF in Japanand are not included in the Proposed Transfer. In addition, policies issued to one cedant located in Russia arealso excluded from the Scheme and those policies will remain with TMNF in Japan.

9510722001

administration of claims after the Proposed Transfer takes effect. Therefore, the claims
administration process will continue as it is currently conducted following the ProposedTransfer.
2.

PROCESS

2.1

The Proposed Transfer will be effected under provisions contained in Part VII of, andSchedule 12 to, the Act. These provisions permit a business carried on by a company
that is authorised to carry out contracts of insurance in the UK to be transferred toanother insurance company. The details of such a transfer must be set out in a scheme(the "Scheme").

2.2

In order for the Scheme to become effective, the High Court of Justice of England andWales (the "Court") must approve the Scheme. TMNF made an application to theCourt for approval of the Proposed Transfer by a Claim Form issued on 4 April 2022.
The Court hearing is expected to take place on 7 July 2022. The Court will approve theScheme only if certain legal requirements are satisfied and, if in all the circumstancesof the case, the Court considers it appropriate to approve the Scheme. The application
to the Court was accompanied by a report on the terms of the Scheme in a form
approved by the PRA and made by a person appearing to the PRA to have the skills
necessary to make a proper report (the "Independent Expert's Report").

2.3

Any person who considers that they would be adversely affected by the carrying out ofthe Scheme is entitled to object (by sending written representations to the solicitors
named below and/or the Court or making oral representations to the solicitors namedbelow) or may appear at the time of that hearing in person or by Counsel, as may thePRA and the Financial Conduct Authority. Any person who intends to object orally orin writing or to appear is requested (but not obliged) to notify their objections and thereasons therefore as soon as possible, and preferably before 30 June 2022, to MayerBrown International LLP (the solicitors acting for TMNF) by: (i) emailing:
TMNFPart7Transfers@mayerbrown.com; (ii) by post to Mayer Brown International
LLP, 201 Bishopsgate, London, EC2M 3AF; and/or (iii) by telephoning 020 3130 3000,
in each case quoting reference 48520/20454/21680074.

2.4

Subject to the granting of an order of the Court sanctioning the Scheme, the Scheme isexpected to become effective at 11.59 pm on 20 July 2022 (the "Effective Date").

3.

SUMMARY OF THE SCHEME

3.1

Transfer of the London Branch Business to NRG
The insurance and reinsurance policies pursuant to which TMNF is the insurer orreinsurer and that make up the London Branch Business will be transferred to NRG inaccordance with the Scheme on the Effective Date. NRG will become the insurer orreinsurer under each transferring insurance and reinsurance policy for which TMNF is
currently the insurer or reinsurer.
The transfer will not affect the terms and conditions of the transferring policies otherthan as necessary to replace references to TMNF with NRG. Following the transfer,
policyholders will be entitled to the same rights against NRG as they had againstTMNF.

951072200

2

3.2

Transfer of the LPT Agreement
The Scheme will also transfer the LPT Agreement, and any other reinsurance contracts
protecting the London Branch Business, which will continue in force with thesubstitution of NRG in place of TMNF, as the reinsured party, on the terms that applied
before the Scheme took effect. The rights and obligations of the reinsurers, as reinsurer,
will remain unchanged but will, following the Scheme, be exercisable against or owed
to NRG for the benefit of the Legacy Portfolio.

3.3

Continuity of Proceedings
From the Effective Date any rights which a policyholder had against the TMNF under
their policy or any other agreements relating to the Legacy Portfolio shall have thosesame rights but against NRG and any proceedings which are pending, current orcontemplated by or against TMNF in respect of the transferring business will becontinued or (as the case may be) commenced by or against NRG.

3.4

Premiums, Mandates and other Instructions
All premiums, mandates and other instructions such as direct debits and standing orders
payable to TMNF will be payable from the Effective Date to NRG. No further action isrequired from policyholders in order to effect this.

3.5

Excluded Policies
The Court has a discretion to determine, for any reason, that a specific policy or policies
should not be transferred by virtue of the Scheme. However, TMNF has no reason tobelieve that the Court will exclude any policy or policies from the Proposed Transfer.

3.6

Effective Date
The Scheme shall become operative on 20 July 2022 or on the date that is specified
within the relevant court order that will be made available on the TMNF scheme
webpage. Should the Scheme not become effective on 20 July 2022 or on any otherdate that the court may order then the Scheme will lapse.

3.7

Personal Data
Any rights, liabilities and obligations that were applicable to TMNF with regards to thepersonal data of policyholders shall apply in the same way to NRG.

3.8

Modifications or Additions
TMNF and NRG can agree, on behalf of all persons concerned, modifications oradditions to the Scheme provided they seek the approval of the Court. Approval of theCourt is not required for some modifications or additions if agreed in writing between
TMNF and NRG if these are, for example, minor and/or technical amendments or which
are necessary to comply with an applicable law, rule or regulation.

3.9

Successors and Assigns
The Scheme will still bind any successors or assignees of TMNF or NRG.

951072200

3

3.10

Governing Law
The scheme document will be governed and construed in accordance with English law.

4.

COPIES OF DOCUMENTS RELATING TO THE PROPOSAL

4.1

Copies of (i) the Independent Expert's Report; (ii) a summary of the Independent Expert
Report; (iii) a Frequently Asked Questions document relating to the Proposed Transfer;(iv) the scheme document; and (v) this summary document are available on thefollowing webpage: https://www.tokiomarine-nichido.co.jp/en/news/2204_uk.html
and will also be provided, free of charge, upon request by Mayer Brown International
LLP solicitors for TMNF, whose details are given in section 2.3 of this document.

951072200

4