Tokio Marine : Notice of Convocation (1.2MB) PDF

[English Translation]

TOKIO MARINE HOLDINGS, INC.

2-1, Marunouchi 1-chome,Chiyoda-ku, Tokyo, Japan

Securities Code 8766

June 2, 2021

Notice of Convocation of

the 19th Ordinary General Meeting of Shareholders

To our shareholders:

Notice is hereby given of the 19th Ordinary General Meeting of Shareholders of Tokio Marine Holdings, Inc. ("Tokio Marine Holdings" or the "Company") which will be held as described below. As a result of careful consideration of the situation regarding the spread of COVID-19, we have decided to hold the meeting upon implementation of the appropriate measures to prevent infection.

Date and Time:	Monday, June 28, 2021 at 10:00 a.m. (reception opens at 8:45 a.m.)
Venue:	The AOI Ballroom, second floor, Palace Hotel Tokyo located at 1-1,
	Marunouchi 1-chome,Chiyoda-ku, Tokyo
	If it becomes difficult to use the above venue due to any changes in the
	situation regarding COVID-19, the venue might be changed.
	In that case, we will promptly inform you of the change of venue on our
	website (https://www.tokiomarinehd.com/), and we ask you to check
	our website before your visit on the day.
Items to be	1. Business report, consolidated financial statements and the audit
reported:	reports on consolidated financial statements prepared by the
	independent auditor and the Audit & Supervisory Board, respectively,
	for fiscal year 2020 (April 1, 2020 to March 31, 2021).
	2. Non-consolidated financial statements for fiscal year 2020 (April 1,
	2020 to March 31, 2021).
Proposals to be	Item 1. Appropriation of Surplus
acted upon:	Item 2. Election of 14 Directors
	Item 3. Change in Remuneration, etc. for Directors

From the viewpoint of preventing the spread of COVID-19, we ask you to refrain from attending the venue this year unless it is truly necessary, and to exercise your voting rights either via the Internet or by completing and returning the enclosed voting card. Please review the "Reference Materials regarding the General Meeting of Shareholders" from pages 5 to 41 and exercise your voting rights by 5:00 p.m. on Friday, June 25, 2021 (Japan Time).

Sincerely,

Satoru Komiya

President & Chief Executive Officer

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If any of the Reference Materials regarding the General Meeting of Shareholders, Business Report or consolidated and non-consolidated financial statements need to be revised, the revisions shall be posted on our website (https://www.tokiomarinehd.com/).

(This is an English translation of the notice given by the Company prepared pursuant to Section 5.6 of the Deposit Agreement, amended as of July 30, 2007, by and among the Company, JPMorgan Chase Bank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder.)

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Information on Exercising Voting Rights

Notice to holders of American Depositary Receipts: Please note that the following instructions are intended for registered holders of ordinary shares. Holders of American Depositary Receipts should follow the instructions given by JPMorgan Chase Bank, N.A., Depositary, which are set forth in the ADR Voting Instructions Card enclosed herewith.

We ask you to exercise your voting rights by one of the following methods.

In order to prevent the spread of COVID-19, we ask you to refrain from attending the venue this year unless it is truly necessary, and to exercise your voting rights either via the Internet or by mail. We recommend the exercise of voting rights via the Internet.

Via Internet

Please access the website that has been designated by the Company as the website for exercising voting rights (https://evote.tr.mufg.jp/) and indicate your approval or disapproval by 5:00 p.m. on Friday, June 25, 2021 (Japan Time).

The exercise of your voting rights via the Internet contributes to global environmental sustainability.

We recommend the use of the Internet for the exercise of voting rights at the 19th Ordinary General Meeting of Shareholders. By exercising voting rights via the Internet, voting card postage costs can be reduced. We will donate the amount equivalent to the postage costs to NGOs which plant mangroves.

The Company has been working on the Mangrove Planting Project since 1999 and has planted more than 10,000 hectares in 9 countries so far. In 2019, we announced the Mangrove-based Value Co-Creation100-Year Declaration, which aims to create value by providing solutions to issues such as preventing global warming, preserving biodiversity, and preventing and mitigating disasters, etc., through planting mangroves together with shareholders and other stakeholders.

	Attending the Ordinary
By Mail	General Meeting of
	Shareholders
Please return the enclosed voting card	Please refrain from attending the
indicating your approval or disapproval so	meeting this year unless it is truly
that it is received by 5:00 p.m. on Friday,	necessary.
June 25, 2021 (Japan Time).	If you do attend, please bring the enclosed
	voting card to the reception desk on the
	day of the meeting.

For inquiries concerning website access

Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division Telephone: [phone](toll-free within Japan)

Hours: 9:00 a.m. - 9:00 p.m. (Japan Time)

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To Institutional Investors:

"Electronic Proxy Voting Platform" managed by ICJ, Inc., a method for exercising the voting rights, will be available for institutional investors.

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Reference Materials regarding the General Meeting of Shareholders

Proposals to be acted upon and matters for reference:

Item 1. Appropriation of Surplus

With respect to the appropriation of surplus, the Company seeks to improve shareholder returns on a cash dividend basis, after providing sufficient capital to meet t he business needs of Tokio Marine Group (the "Group") and taking into consideration the business results and the expected future business environment of the Company.

In accordance with the above policy, and considering various factors, the Company propose s to pay 100 yen per share of the Company as a year-end cash dividend. As 100 yen per share was paid as an interim cash dividend (an ordinary dividend), the total amount of annual cash dividends (ordinary dividends) will be 200 yen per share for fiscal year 2020. This is an increase of total annual cash dividends (ordinary dividends) of 10 yen per share from 190 yen per share paid for the previous fiscal year.

1. Matters regarding distribution of dividends and its aggregate amount Amount of cash dividend per common share of the Company: 100 yen Aggregate amount of cash dividends: 69,327,302,500 yen
2. Effective date of the distribution of dividends

June 29, 2021

Note: In addition to the ordinary dividends shown above, the Company has paid the following one-time dividends for capital level adjustment:

Fiscal year 2018 interim	70 yen per share
Fiscal year 2019 interim	35 yen per share
Fiscal year 2020 interim	35 yen per share

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