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    8766   JP3910660004

TOKIO MARINE HOLDINGS, INC.

(8766)
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Delayed Japan Exchange  -  02:00 2022-06-24 am EDT
7896.00 JPY   +0.47%
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Tokio Marine : Announcement regarding the Partial Amendments to the Articles of Incorporation (124KB)PDF

05/20/2022 | 03:15am EDT

May 20, 2022

Tokio Marine Holdings, Inc.

President & Group CEO

Satoru Komiya

Securities Code: 8766

Announcement regarding the Partial Amendments to the Articles of Incorporation

Tokio Marine Holdings, Inc. announced that, at the meeting of the Board of Directors held on May 20, 2022, it resolved to propose an Partial Amendments to the Articles of Incorporation for approval at the 20th Ordinary General Meeting of Shareholders to be held on June 27, 2022 as set forth below.

  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 been revised and the scope of its business was redefined. The Company proposes to amend Article 2 of the current Articles of Incorporation, which concerns the objectives of the Company, as necessary in accordance with this revision to the Act.
    2. 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 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 for the 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 other matters 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)

Current Articles of Incorporation

Proposed Amendments

(Objectives)

(Objectives)

Article 2. (Omitted)

Article 2. (Unchanged)

(1) (Omitted)

(1) (Unchanged)

(2) Any otherbusiness pertaining to the foregoing

(2) Any business pertaining to the foregoing item

item (1).

(1).

(Newly Established)

(3) In addition to the forgoing items (1) and (2), any

other business that an insurance holding company

may conduct under the Insurance Business Act.

Articles 3 to 15

Articles 3 to 15

(Omitted)

(Unchanged)

(Disclosure of reference materials for general meetings

(Deleted)

of shareholders, etc. via the Internet and deemed

provision thereof)

Article 16. When convening a general meeting of

shareholders, the Company may be deemed to

have provided shareholders with necessary

information that is required to be described or

presented in reference materials for the general

meeting of shareholders, business reports, non-

consolidated and consolidated financial

statements, if it is disclosed via the Internet in

accordance with the Ministry of Justice

Ordinance.

(Newly established)

(Measures for electronic provision of information,

etc.)

Article 16. When convening a general meeting of

shareholders, the Company shall electronically

provide information contained in reference

materials for the general meeting of

shareholders, etc.

2. Among the matters to be provided

electronically, the Company may choose not to

include all or part of the matters stipulated in the

Ministry of Justice Ordinance in paper-based

format to be delivered to shareholders who have

requested it by the record date for vesting voting

rights.

Current Articles of Incorporation

Proposed Amendments

Articles 17 to 40

Articles 17 to 40

(Omitted)

(Unchanged)

(Newly established)

Supplementary Provisions

1. The replacement to Article 16 of these Articles of

Incorporation shall come into effect on the date

of 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 of

2019) (the "Effective Date").

2. Notwithstanding the provisions of the foregoing

paragraph, Article 16 of the current Articles of

Incorporation (Disclosure of reference materials

for general meetings of shareholders, etc. via the

Internet and deemed provision thereof) shall

remain 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 foregoing

paragraph, whichever is later.

3. Schedule for the Amendment

The date of the 20th Ordinary General Meeting of Shareholders: June 27, 2022

Effective date of the amendment: June 27, 2022

Disclaimer

Tokio Marine Holdings Inc. published this content on 20 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2022 07:14:03 UTC.


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Net income 2022 395 B 2 927 M 2 927 M
Net Debt 2022 836 B 6 191 M 6 191 M
P/E ratio 2022 13,7x
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Mean consensus BUY
Number of Analysts 13
Last Close Price 7 896,00 JPY
Average target price 8 087,50 JPY
Spread / Average Target 2,43%
EPS Revisions
Managers and Directors
Satoru Komiya President, Group CEO & Representative Director
Tsuyoshi Nagano Chairman
Susumu Harada Managing Executive Officer & Head-Group IT
Kenji Okada MD, Head-Compliance & Legal Affairs
Akio Mimura Independent Outside Director
Sector and Competitors