Tokio Marine : Introduction of Stock Compensation Plan through Restricted Stock Units (RSUs) (22KB

May 20, 2024

Tokio Marine Holdings, Inc.

President: Satoru Komiya

Securities Code: 8766

Introduction of Stock Compensation Plan through Restricted Stock Units (RSUs)

Tokio Marine Holdings, Inc. (the "Company") hereby announces that its Board of Directors has resolved today to introduce a stock compensation plan, whereby shares of its common stock are delivered after the vesting of restricted stock units (RSUs) (the "Plan"), as detailed below.

1. Purpose of Introduction of the Plan

The Company aims to build and enhance a unique strength in "Globally Integrated Group Management," which aims to continuously improve the quality, certainty, and speed of management decisions. The introduction of this plan seeks to further evolve "Globally Integrated Group Management" by heightening the awareness of the Plan's recipients towards "Integrated Group Management," and thereby further strengthening their dedication to the mid to long-term enhancement of the corporate value of Tokio Marine Group.

2. Overview of the Plan (1)Recipients under the Plan

The recipients under the Plan are executives (CEOs or those in equivalent positions) of both domestic and international subsidiaries. The directors and auditors of the Company are not included.

(2)Outline of the RSU

Under the Plan, the Company will grant the recipients a predefined number of RSUs, subject to certain conditions such as the recipients maintaining their positions within the period predefined by the Company, and will deliver an equivalent number of the Company's common shares. Additionally, in the event of an increase or decrease in the total number of issued shares of the Company due to stock consolidation or split (including free distribution of shares), the number of shares to be delivered will be adjusted by applying the consolidation or split ratio.

(3)The Method and Timing of Delivery of Shares

Upon vesting, the Company will deliver its common shares to the recipients at the timing determined by the Company, in exchange for a contribution in kind of the monetary compensation claims against the Company provided to the recipients. The per-share payment amount for shares issued or transferred under the Plan will be determined by the Company based on the closing price of the Company's shares in the regular trading on the Tokyo Stock Exchange on the business day immediately preceding the decision by the Board of Directors, and within a range that does not confer a particular advantage to the recipients and complies with applicable laws and regulations.

3. First Granting of RSUs

(1)Number of recipients and the number of RSUs to be granted (planned) Executives of the Company's subsidiaries: 20 individuals (equivalent to 20,040 RSUs) (2)Method of vesting of RSUs

The RSUs will vest on the condition that the recipients continue to hold their positions until the designated day, three years from the date of granting of the RSUs (if the designated day falls on a holiday for the Company, the following business day will apply).

4. Grant Date of RSUs July 1, 2024 (planned)