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General Meetings of Shareholders8766Tokio Marine Holdings,Inc.Financials (excluding banks)

Notice of Convocation of the 24th Ordinary General Meeting of Shareholders

9 proposals have been submitted to the 24th Annual General Meeting of Shareholders, to be held on 29 June 2026, covering the appropriation of surplus, a reduction in capital reserve, amendments to the Articles of Incorporation, the election of directors, directors' compensation and a stock compensation plan. If the proposal to amend the Articles of Incorporation is approved, the Company will transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee.

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Resolutions for the General Meeting of Shareholders

Annual (24th)
2026
Jun 29
Date and time(Monday), 10:00 a.m. (受付開始 9:00 a.m.)38 days from this disclosure to the meeting
Matters for resolution9 items
  1. Disposition of surplus

  2. Reduction in the amount of capital reserve

  3. Partial amendments to the Articles of Incorporation

  4. Election of 12 directors (excluding directors who are Audit and Supervisory Committee members)

  5. Election of 5 directors who are Audit and Supervisory Committee members

  6. Election of 1 substitute director who is an Audit and Supervisory Committee member

  7. Determination of the amount of compensation and other benefits for directors (excluding directors who are Audit and Supervisory Committee members)

  8. Determination of the amount of compensation and other benefits for directors who are Audit and Supervisory Committee members

  9. Determination of a stock compensation plan for directors (excluding directors who are Audit and Supervisory Committee members)

Shareholder Proposal

If none, state that there are none.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee18 candidates in total (12 director candidates, 5 candidates for directors who are Audit and Supervisory Committee members, and 1 substitute candidate). There are 16 new candidates and 9 outside director candidates (6 under Proposal No. 4 and 3 under Proposal No. 5; 10 outside candidates including the substitute candidate).
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (24th)
Date and time29 June 2026 (Monday), 10:00 a.m. (受付開始 9:00 a.m.)
Matters for resolutionProposal No. 1: Disposition of surplus, Proposal No. 2: Reduction in the amount of capital reserve, Proposal No. 3: Partial amendments to the Articles of Incorporation, Proposal No. 4: Election of 12 directors (excluding directors who are Audit and Supervisory Committee members), Proposal No. 5: Election of 5 directors who are Audit and Supervisory Committee members, Proposal No. 6: Election of 1 substitute director who is an Audit and Supervisory Committee member, Proposal No. 7: Determination of the amount of compensation and other benefits for directors (excluding directors who are Audit and Supervisory Committee members), Proposal No. 8: Determination of the amount of compensation and other benefits for directors who are Audit and Supervisory Committee members, Proposal No. 9: Determination of a stock compensation plan for directors (excluding directors who are Audit and Supervisory Committee members)
Shareholder ProposalIf none, state that there are none.
Director nominee18 candidates in total (12 director candidates, 5 candidates for directors who are Audit and Supervisory Committee members, and 1 substitute candidate). There are 16 new candidates and 9 outside director candidates (6 under Proposal No. 4 and 3 under Proposal No. 5; 10 outside candidates including the substitute candidate).
Items this document does not state (1)
Percentage voting in favor

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The stated reasons for transitioning to a company with an Audit and Supervisory Committee are to further strengthen corporate governance, substantially delegate authority from the Board of Directors to the executive function led by the Group CEO, enable faster business operations and strengthen the Board of Directors' supervisory function. The proposed revision to the compensation ceiling for outside directors takes into account the increased responsibilities and expected roles of outside directors. Limiting eligibility for the stock compensation plan is intended to strengthen the independence of directors who are Audit and Supervisory Committee members from management.

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Notice of Convocation of the 24th Ordinary General Meeting of Shareholders | Tokio Marine Holdings,Inc. (8766) timely disclosure | Komori