Tokio Marine : PDF (146.8KB)

[English Translation for reference purpose]

Tokio Marine Holdings, Inc.

Results of Exercise of Voting Rights at the 20th Ordinary General Meeting of Shareholders

1. Date when the meeting was held June 27, 2022.
2. Details of the resolutions

Item 1 : Appropriation of Surplus

Matters regarding distribution of dividends and its aggregate amount

Amount of cash dividend per common share of the Company: 135yen

Aggregate amount of cash dividends: 91,611,247,590yen

Item 2 : Partial Amendments to the Articles of Incorporation

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:
3. 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
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and other matters are established.

Item 3 : Election of Fourteen (14) Directors

Election of the following fourteen individuals as directors: Tsuyoshi Nagano, Satoru Komiya, Akira Harashima, Kenji Okada, Yoichi Moriwaki, Shinichi Hirose, Akio Mimura,

Masako Egawa, Takashi Mitachi, Nobuhiro Endo, Shinya Katanozaka, Emi Osono, Yoshinori Ishii and Kiyoshi Wada.

Item 4 : Election of Three (3) Audit & Supervisory Board Members

Election of the following three individuals as audit & supervisory board members: Akihiro Wani, Nana Otsuki and Takayuki Yuasa.

3. Number of shareholders in attendance and their voting rights
(i)	Number of shareholders able to exercise voting rights :	78,717
(ii)	Number of exercisable voting rights :	6,776,819
(iii) Number of shareholders in attendance :	29,082

1. Number of voting rights exercised by shareholders in attendance : 5,644,924

4. Numbers of affirmative votes, negative votes and abstentions to the items above, requirements for passing the items and the results of the resolutions

	Number of	Number of	Number of	Approval ratio	Result of the
	affirmative	negative votes	abstentions	(%)	resolution
	votes
Item 1	5,636,887	1,195	261	99.86	Approved
Item 2	5,635,791	1,557	995	99.84	Approved
Item 3
Tsuyoshi Nagano	4,790,897	846,063	1,173	84.87	Approved
Satoru Komiya	4,713,852	923,287	995	83.51	Approved
Akira Harashima	5,360,272	263,395	14,483	94.96	Approved
Kenji Okada	5,412,493	211,174	14,483	95.88	Approved
Yoichi Moriwaki	5,433,478	190,192	14,483	96.25	Approved
Shinichi Hirose	5,433,526	190,144	14,483	96.26	Approved
Akio Mimura	4,411,950	1,225,204	995	78.16	Approved
Masako Egawa	5,614,668	22,495	995	99.46	Approved
Takashi Mitachi	5,595,285	40,430	2,440	99.12	Approved
Nobuhiro Endo	5,592,652	43,063	2,440	99.07	Approved
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Shinya Katanozaka	5,147,755	489,220	1,173	91.19	Approved
Emi Osono	5,614,512	22,651	995	99.46	Approved
Yoshinori Ishii	5,431,684	191,986	14,483	96.22	Approved
Kiyoshi Wada	5,431,726	191,944	14,483	96.22	Approved
Item 4
Akihiro Wani	5,631,811	5,377	995	99.77	Approved
Nana Otsuki	5,631,286	5,902	995	99.76	Approved
Takayuki Yuasa	5,489,666	124,929	23,586	97.25	Approved

(Notes) 1. Requirements for passing the items for resolution are as follows:

1. Item 1: Affirmative votes amounting to a majority of the voting rights exercised by the shareholders in attendance.
2. Item 2: The attendance of one-third or more of the shareholders who can exercise voting rights and affirmative votes of two-thirds or more of those voting rights in attendance.
3. Item 3 and Item 4: The attendance of one-third or more of the shareholders who can exercise voting rights and affirmative votes of a majority of those voting rights in attendance.

2. The "approval ratio" column shows the ratio of votes that had been confirmed as approving the item by the time of voting to the number of voting rights of the shareholders in attendance.

5. Reason why some of the voting rights exercised by shareholders present at the meeting were not included in the number of voting rights:

We met the requirements for passing the items on the agenda by totaling the numbers of affirmative votes exercised by shareholders by the business day prior to the meeting and those exercised by shareholders at the meeting, and thus adopted the resolutions legally under the Companies Act of Japan. As a result, we have not included the number of the voting rights of shareholders present at the meeting which were not confirmed as affirmative, negative or an abstention.

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