Tokio Marine : Notice of Convocation (2025 Notice of Convocation e)

[English Translation]

Securities Code 8766

June 2, 2025

(Electronic Provision Measures Commencement Date: May 21, 2025)

Notice of Convocation of

the 23rd Ordinary General Meeting of Shareholders

To our shareholders:

Notice is hereby given of the 23rd Ordinary General Meeting of Shareholders of Tokio Marine Holdings, Inc. ("Tokio Marine Holdings" or the "Company") which will be held as described below.

If you are unable to attend on the day, you may exercise your voting rights either via the Internet or by mail as described in the "Information on Exercise on Voting Rights" on page 3. Please review the "Reference Materials for the General Meeting of Shareholders" and exercise your voting rights by 5:00

p.m. on Friday, June 20, 2025 (Japan Time).

Sincerely, Satoru Komiya

President & Chief Executive Officer

• If you attend on the day of the meeting, please submit the enclosed voting card to the reception desk.

• Regarding the matters subject to electronic provision measures, pursuant to laws and regulations as well as Article 16, paragraph 2 of the Company's Articles of Incorporation, the following are not included in the documents provided to shareholders who have requested written delivery.

  1. In the Business Report: "(2) Summary of Assets and Earnings of the Group and the Insurance Holding Company", "(3) The Group's Principal Offices", "(4) The Group's Employees", "(5) The Group's Principal Lenders", and "(10) Other Important Matters Concerning the Current State of the Group" from the section "1. Matters Concerning the Insurance Holding Company"; "(3) Liability Limitation Agreements and Indemnity Agreements" and "(4) Directors and Officers Liability Insurance" from the section "2. Matters Concerning Directors and Audit & Supervisory Board Members"; as well as the sections: "3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members"; "4. Matters Concerning Common Shares"; "5. Matters Concerning Share Acquisition Rights"; "6. Matters Concerning the Independent Auditor"; "7. Basic Policy Regarding Persons Who Control the Company's Decisions on Financial Matters and Business Policies"; "8. System to Assure Appropriate Business Operations"; "9. Items related to Specified Wholly-owned Subsidiary"; "10. Matters Concerning Transactions with the Parent Company"; "11. Matters Concerning Accounting Advisers (Kaikei Sanyo)" and "12. Other Matters"

  1. Consolidated Financial Statements

  2. Non-consolidated Financial Statements

  3. Copy of Independent Auditor's Report on Consolidated Financial Statements

  4. Copy of Independent Auditor's Report on Non-consolidated Financial Statements

  5. Copy of the Audit Report of the Audit & Supervisory Board

• The Audit & Supervisory Board Members have audited the Business Report that is included in the writing to be provided to shareholders who requested written delivery, and they have also audited the documents in items 1. through 3. above. The Independent Auditor has audited the documents in items 2. and 3. above.

• If any of the Reference Materials, etc. for the General Meeting of Shareholders (matters subject to electronic provision measures) need to be revised, the revisions shall be posted on the websites above.

(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.)

We ask you to exercise your voting rights by either of the following methods. We recommend the exercise of voting rights via the Internet.

For inquiries concerning website access

Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division Telephone: 0120-173-027 (toll-free within Japan)

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

To Institutional Investors:

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

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

In accordance with the above policy, and considering various factors, the Company proposes to pay a year-end cash dividend for fiscal year 2024 as follows.

1. Matters regarding distribution of dividends and its aggregate amount Amount of cash dividend per common share of the Company: 91 yen Aggregate amount of cash dividends: 175,164,128,412 yen

2. Effective date of the distribution of dividends June 24, 2025

As 81 yen per share was paid as an interim cash dividend, the total amount of the annual cash dividends for fiscal year 2024 will be 172 yen per share. This is an increase of 49 yen per share from 123 yen per share paid in annual cash dividends for fiscal year 2023.

The terms of office of all 15 directors will expire on the close of this Meeting. The Company thus proposes the election of the following 13 directors.

With the aim of further strengthening the Board's function, the Company will have a majority of the Board of Directors composed of outside directors, in order to further strengthen corporate governance.

The candidates for director are as follows.