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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

To transition from a Company with an Audit & Supervisory Board to a Company with an Audit and Supervisory Committee, the company is proposing amendments to its Articles of Incorporation and a new board structure including Directors who are Audit and Supervisory Committee Members. In addition, it will increase the maximum remuneration for Outside Directors and limit eligibility for the stock-based remuneration plan to Directors who are not Audit and Supervisory Committee Members.

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Resolutions for the General Meeting of Shareholders

Annual (24th)
2026
Jun 29
Date and time18 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

No

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee29 candidates in total (12 under Proposal No. 4, 5 under Proposal No. 5, and 1 under Proposal No. 6; 18 candidates in total on the proposals, including overlap between Proposals No. 4 and No. 5; 4 new candidates and 6 Outside Directors under Proposal No. 4; 5 new candidates and 3 Outside Directors under Proposal No. 5)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (24th)
Date and time10:00 a.m. on Monday, 29 June 2026
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 ProposalNo
Director nominee29 candidates in total (12 under Proposal No. 4, 5 under Proposal No. 5, and 1 under Proposal No. 6; 18 candidates in total on the proposals, including overlap between Proposals No. 4 and No. 5; 4 new candidates and 6 Outside Directors under Proposal No. 4; 5 new candidates and 3 Outside Directors under Proposal No. 5)
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.

Further strengthening of corporate governance, faster business operations through the delegation of authority to make decisions on important business execution, the increased responsibilities and expected roles of Outside Directors, and stronger independence of the 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