Corporate Governance

Tokio Marine Holdings (the "Company") is committed to the continuous enhancement of corporate value by fulfilling its responsibilities to shareholders, customers, society, employees and other stakeholders as set forth in the "Tokio Marine Group Corporate Philosophy".

For this purpose, the Company hereby establishes a sound and transparent corporate governance system and, as a holding company, recognizes the importance of appropriate control over its Group companies and has formulated the "Tokio Marine Holdings Fundamental Corporate Governance Policy". In this Policy, the Company defines the rights of shareholders and securing fairness, and the responsibilities of the Board of Directors, etc.

Corporate Governance System

The Board of Directors is responsible for deciding on important matters relating to the execution of the Company's business such as determining the Group's business plan and various basic business policies, supervising the performance of individual Directors, and establishing an effective internal control system.
Under the Articles of Incorporation, the number of Directors shall not exceed 17, and, as a general rule, a majority of Directors shall be Outside Directors. In addition, Directors (excluding Directors who are Audit and Supervisory Committee Members) are appointed for a term of office of one year and may be re-appointed. In order to ensure the effectiveness of the Board of Directors, it shall be configured to balance diversity with an appropriate size. As of the end of June 2026, the Board of Directors consists of 17 Directors, including 9 Outside Directors.

The Audit and Supervisory Committee, as an independent body entrusted by shareholders, shall perform duties such as auditing the execution of duties by Directors, with the aim to ensure sound and fair management and accountability.
The number of Directors who are Audit and Supervisory Committee Members shall be no more than 5 under the Articles of Incorporation. Directors who are Audit and Supervisory Committee Members are appointed for a term of office of 2 years and may be re-appointed. As of the end of June 2026, the Audit and Supervisory Committee consists of 5 Directors who are Audit and Supervisory Committee Members, including 3 Outside Directors.

The Company has established the Nomination Committee and the Compensation Committee, which consist mainly of Outside Directors, to raise the transparency of the processes for selecting officers and determining officer compensation for the Company and principal business subsidiaries.
The Nomination Committee shall deliberate on the appointment and dismissal of the President & Chief Executive Officer, Directors and Executive Officers, the criteria for appointment and policy for dismissal, and report to the Board of Directors.
The Compensation Committee shall deliberate on the evaluation of the performance of the President & Chief Executive Officer, Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers, the compensation system and the level of compensation, and policy for determination of compensation for Officers, and report to the Board of Directors.
In principle, a majority of the members of each committee shall be outside members, and the chairperson of each committee shall be selected from among outside members. The status of the members is as follows.

Nomination Committee
Chairman	Shinya Katanozaka (Outside Director)
Members	Emi Osono (Outside Director)
	Kosei Shindo (Outside Director)
	Satoru Komiya (Chairman of the Board)
	Masahiro Koike (President & Chief Executive Officer)

Compensation Committee
Chairman	Nobuhiro Endo (Outside Director)
Members	Junko Shimizu (Outside Director)
	Robert Alan Feldman (Outside Director)
	Haruka Matsuyama (Outside Director)
	Masahiro Koike (President & Chief Executive Officer)

Framework Supporting the Corporate Governance System

Directors shall have a deep understanding of the Company's business type, possess a wide range of knowledge required for management, and as a member of the Board of Directors, have the ability to make decisions that are necessary to determine significant business execution matters and to supervise the execution of duties by Directors.
Directors who are Audit and Supervisory Committee Members shall meet the conditions for selection of Directors and shall have operational abilities and previous achievements and experience, etc., as Audit and Supervisory Committee Members, and through implementation of high quality audits, secure sound and continuous growth of the Company, contributing to the establishment of a superior corporate control system that can respond to societal trust.

The presence of Outside Directors ensures effective supervision of director performance by the Board of Directors. In addition, Outside Directors provide advice based on their insight in various fields, thus ensuring an organization that enables appropriate decisions on important matters relating to the execution of the Company's business.
The Company has established conditions for selection and Standards for determining independence (Tokio Marine Holdings Fundamental Corporate Governance Policy Exhibit) when selecting Outside Directors.
As of the end of June 2026, the Company has appointed 9 Outside Directors, and has determined their independence from the Company with reference to the above criteria. All 9 of the Outside Directors are independent of the Company, and thus the Company report them to the Tokyo Stock Exchange as independent directors.

Name	Reasons for Election	Attendance of board meetings etc.
Nobuhiro Endo (Outside Director)	As an Outside Director, he is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing him 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 a Director of the Company.	Attended all of the 12 Board of Directors' meetings held during fiscal year 2025.
Shinya Katanozaka (Outside Director)	As an Outside Director, he is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing him 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 a Director of the Company.	Attended all of the 12 Board of Directors' meetings held during fiscal year 2025.
Emi Osono (Outside Director)	As an Outside Director, she is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing her is that she has properly fulfilled this expected role based on her insight into corporate management, acquired through many years of research into corporate strategy, etc., since she was appointed as a Director of the Company.	Attended all of the 12 Board of Directors' meetings held during fiscal year 2025.
Robert Alan Feldman (Outside Director)	As an Outside Director, he is expected to make recommendations to Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing him is that he has properly fulfilled this expected role based on his insight acquired through many years of experience as an economist at financial institutions, since he was appointed as a Director of the Company.	Attended all of the 12 Board of Directors' meetings held during fiscal year 2025.
Junko Shimizu (Outside Director)	As an Outside Director, she is expected to make recommendations to the Board of Directors and to play a role in exercising supervisory function appropriately. The reason for proposing her as a candidate is that the Company judges that, based on the insight she has cultivated through many years of practical experience at financial institutions and through research into international finance, she will be able to appropriately fulfill this expected role.	Attended all of the 12 Board of Directors' meetings and all of the 12 Audit & Supervisory Board meetings held during fiscal year 2025.
Saima Hasan (Outside Director)	As an Outside Director, she is expected to make recommendations to the Board of Directors and to play a role in exercising supervisory function appropriately. The reason for proposing her as a candidate is that the Company judges that she will be able to properly fulfill this expected role, based on her insight into new business creation, technology and related areas, which she has acquired through her experience as a social entrepreneur supporting women's digital skills education in India, as a venture capitalist primarily focused on the technology sector, and as Co-Chair of Silicon Valley Japan Platform, an organization that aims to promote Japan-U.S. technological collaboration and innovation through collaboration between Japanese companies and entrepreneurs in Silicon Valley.	-
Kosei Shindo (Outside Director who is an Audit and Supervisory Committee Member)	As an Outside Director, he is expected to exercise supervisory function appropriately and, as a member of the Audit and Supervisory Committee, to fulfill audit functions appropriately. The reason for proposing him as a candidate is that the Company has determined that he can appropriately fulfill this expected role based on his insight as a specialist in business management acquired through many years of experience in corporate management.	Attended all of the 12 Board of Directors' meetings held during fiscal year 2025.
Haruka Matsuyama (Outside Director who is an Audit and Supervisory Committee Member)	As an Outside Director, she is expected to exercise supervisory function appropriately and, as a member of the Audit and Supervisory Committee, to fulfill audit functions appropriately. The reason for proposing her as a candidate is that the Company has determined that she can appropriately fulfill this expected role based on her insight into corporate legal affairs acquired through many years of experience as an attorney-at-law.	Attended all of the 12 Board of Directors' meetings held during fiscal year 2025.
Nana Otsuki (Outside Director who is an Audit and Supervisory Committee Member)	As an Outside Director, she is expected to exercise supervisory function appropriately and, as a member of the Audit and Supervisory Committee, to fulfill audit functions appropriately. The reason for proposing her as a candidate is that the Company has determined that she can appropriately fulfill this expected role based on her insight into corporate management and related matters acquired through many years of experience as an analyst at financial institutions.	Attended all of the 12 Board of Directors' meetings and all of the 12 Audit & Supervisory Board meetings held during fiscal year 2025.

(1) Methods of evaluating of the effectiveness of the Board of Directors

The Company evaluates the effectiveness of the Board of Directors once every year in order to further enhance the functionality of the Board of Directors. In fiscal year 2025, we conducted questionnaires with all directors and audit & supervisory board members regarding the operation of the Board of Directors and the fulfillment of its functions.
Based on the results, etc., the Board of Directors deliberated on the current status of the Board of Directors and future actions.
The main items of the questionnaires were as follows.

Status of the Board of Directors' functions
Board of Directors operations
Size, composition and diversity of the Board of Directors
Operations of the Nomination Committee, Compensation Committee and Group Audit Committee

We used a third-party to evaluate the effectiveness of the Board of Directors in fiscal year 2022, and will continue to do so in the future as necessary.

(2) Results of evaluations of the effectiveness of the Board of Directors

At the Board of Directors’ meetings, directors speak actively and engage in free, vigorous and constructive discussions. We evaluate that the Board of Directors is generally fulfilling its functions adequately.
As described below, the directors and audit & supervisory board members have also provided opinions on points for further improvement to effectiveness, and there are plans to take action to address these.

Summary of opinions	Future actions
More time should be secured for important issues to be discussed by the Board of Directors.	By streamlining the matters to be resolved and reported, the Company will further expand the time allocated to discussions on medium- to long-term or strategic themes.
There is a request to further expand opportunities for outside officers to gain a deeper understanding of the Tokio Marine Group.	The Company will continue to provide information to outside officers outside Board of Directors meetings. It will further expand opportunities such as observing important internal meetings, visiting Group company sites and holding dialogue sessions with employees of Group companies.

The Company provides opportunities for training, as necessary, to Directors and Executive Officers to allow them to appropriately fulfill duties required in each respective area.

(1) Total amount of remuneration, etc. for Directors and Audit & Supervisory Board Members

	Total amount of remuneration, etc.	Total amount of remuneration, etc. by type			Number of persons to receive remuneration, etc.
	Total amount of remuneration, etc.	Fixed compensation	Performance linked compensation	Share compensation	Number of persons to receive remuneration, etc.
Directors	982 million yen	442 million yen	263 million yen	276 million yen	16 persons
Directors (excluding Outside Directors)	834 million yen	328 million yen	263 million yen	242 million yen	9 persons
Outside Directors	148 million yen	114 million yen		33 million yen	7 persons
Audit & Supervisory Board Members	138 million yen	138 million yen			5 persons
Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members)	78 million yen	78 million yen			2 persons
Outside Audit & Supervisory Board Members	60 million yen	60 million yen			3 persons
Total	1,120 million yen	581 million yen	263 million yen	276 million yen	21 persons

Notes:
1.

"Number of recipients" includes 3 directors who are not outside directors, who resigned from these positions on the close of the 23rd Ordinary General Meeting of Shareholders held on June 23, 2025.
2.

"Total amount of remuneration, etc." and "Total amount of remuneration, etc. by type" include an amount paid to the 3 directors referred to in Note 1 above.
3.

"Share compensation" sets forth the amount recorded as expenses in relation to share delivery trust points granted as remuneration, etc..

(2) Policy on determination of remuneration for Directors and Executive Officers

The Company shall ensure "transparency," "fairness," and "objectivity" when determining compensation for Directors and Executive Officers.

Applicable personnel	Fixed compensation	Performance-linked compensation	Stock compensation
Directors (Full-Time)(excluding Directors who are Audit and Supervisory Committee Members), Executive Officers
Outside Directors(excluding Directors who are Audit and Supervisory Committee Members), Directors (Part-Time)(excluding Directors who are Audit and Supervisory Committee Members)
Directors who are Audit and Supervisory Committee Members

*1

With respect to the component ratios of each type of compensations within the base amount of compensation for Directors (Full-Time) (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers, in principle, the higher their positions, the greater the ratios of performance-linked compensation and stock compensation become.
*2

" Directors (Full-Time) (excluding Directors who are Audit and Supervisory Committee Members) " refers to the Chairman of the Board of Directors and Executive Directors.

The purpose of each type of compensation is as described below.

Compensation type	Purpose
Performance-linked compensation	Performance-linked compensation reflects the performance of an organization or an individual against the predetermined corporate and individual targets and is introduced to strengthen individuals’ incentives to raise the Company’s corporate value.
Stock compensation	Stock compensation is linked to the Company’s share price and is introduced to encourage the recipients to fulfill their accountability to shareholders by sharing returns on the Company’s shares with them.

*3

The Board of Directors shall set the level of compensation for each position held by Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers according to their responsibilities, while taking into consideration factors such as the business performance of the Company and the level of compensation in other companies.
*4

Of the different types of compensation for Directors (Full-Time) (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers, fixed compensation and performance-linked compensation shall be paid monthly, while stock compensation shall be delivered upon resignation.
*5

The Board of Directors shall determine the details of compensation to individual Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers and other important matters concerning compensation to Directors and Executive Officers. Decisions on any matter requiring consultations with the Compensation Committee shall be made after obtaining opinions of the said Committee.
*6

The details of compensation to individual Directors who are Audit and Supervisory Committee Members shall be determined through discussions among Directors who are Audit and Supervisory Committee Members.

Relations with Shareholders and Other Stakeholders

The Company shall maintain an environment in which voting rights at General Meetings of Shareholders can be appropriately executed. Specific initiatives include issuing the Notice of Convocation well in advance of the meeting, scheduling the meeting on days that are not crowded with the shareholder meetings of other companies, and using a website that allows shareholders to exercise their voting rights via the Internet. In addition, the Company shall handle the exercise of voting rights and dividend payments in a fair manner, based on the type and number of shares held.

The Company shall establish Executive Officers in charge of business execution to conduct overall management for dialogue with shareholders and investors, and establish a dedicated department to plan and implement these activities. Toward dialogue with shareholders and investors such as earnings announcements and presentation meetings for investors the dedicated department shall work with other relevant sections to provide accurate and balanced information to shareholders and investors.

The Company, pursuant to its "Insider Trading Prevention Regulations", shall exercise the utmost care with regard to unpublicized information, and shall communicate with shareholders and investors　without utilizing any significant unpublicized information.

Regarding the equities held by the Company for business-relationship other than unlisted shares and equity investments, etc. made through capital and business alliances,the Company, at the meetings of its Board of Directors held in May 2024, decided to eliminate such holdings, by the end of the fiscal year 2029, in order to review the Group’s risk portfolio, and allocate capital to solve social issues and toward growth fields, etc. Prior to this decision, the Company, at the meetings of its Board of Directors, had reviewed the appropriateness of the purposes for holding business-relationship equities, such as strengthening medium-to long term transaction relationships, and the economic rationality of these holdings.

In addition, in accordance with the standards for exercising the voting rights of business-related equities, if it is considered that a certain agenda may damage corporate value, the Company shall decide on whether to approve it through a careful examination.

The Company shall define the "Tokio Marine Group Corporate Philosophy", and respond to the trust of shareholders through global business expansion that incorporates profitability, growth and soundness, providing safety and security to customers, and establishing a corporate environment that encourages creativity from employees. Through contributing to the development of society on a wide scale, the Company shall work to perpetually enhance its corporate value.

Appropriate Information Disclosure and Securing of Transparency

The Company shall define the "Disclosure Policy of the Tokio Marine Group", and with the aim of securing transparency and fairness in management, shall conduct appropriate and timely disclosure regarding financial information such as business results, etc., and non-financial information such as corporate philosophy and business plans.