第一生命ホールディングス（8750） – Convocation Notice of the Annual General Meeting of Shareholders for the 12th Fiscal Year

Note: This Convocation Notice is a translation of the Japanese language original for convenience purposes only, and in the event of any discrepancy, the Japanese language original shall prevail. Dai-ichi Life Holdings, Inc. (Securities Code: 8750) Convocation Notice of the Annual General Meeting of Shareholders for the 12th Fiscal Year Date and Time: 13:00 (1:00 p.m.) on Monday, June 20, 2022 (Reception scheduled to open at 12:00 p.m.) Please note that the time of the Meeting is different from the previous year. Venue: Heian Room on the 1st floor of The Okura Prestige Tower The Okura Tokyo 2-10-4 Toranomon, Minato-ku, Tokyo Matters to be Resolved: Proposal 1: Appropriation of Surplus Proposal 2: Partial Amendments to the Articles of Incorporation Proposal 3: Election of Ten (10) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members) Proposal 4: Election of Five (5) Directors Serving as Audit & Supervisory Committee Members Proposal 5: Election of One (1) Substitute Director Serving as Audit & Supervisory Committee Proposal 6: Establishment of Remuneration related to Performance-linked Stock-based Remuneration for Directors (Excluding Directors Serving as Audit & Supervisory Proposal 7: Revision of Amount of Remuneration for Directors (Excluding Directors Serving as Committee Members and Outside Directors) Audit & Supervisory Committee Members) Proposal 8: Approval of Contract for the Transfer of All Shares of a Subsidiary (Contribution in Member Kind) Since the number of seats at the Meeting is limited in order to ensure social distancing, we ask shareholders to exercise their voting rights in advance in writing or via the Internet, etc. wherever possible, and watch the Meeting by live streaming on the Internet. To Our Shareholders I would like to take this opportunity to thank you, our shareholders, for your support of Dai-ichi Life Holdings, Inc. In fiscal 2021, the first year of our medium-term management plan “Re-connect 2023,” we expanded our business domain to four experiential values (protection, asset formation and succession, health promotion, and enhancing connections) to realize our group vision “Protect and improve the well-being of all,” and actively worked to ensure the sustainability of communities and society, which is the fundamental premise of our business. However, the environment surrounding us is changing drastically. The turmoil in world affairs triggered by Russia’s invasion of Ukraine and the decrease in human interaction due to the prolonged spread of COVID-19 have led to widespread social anxiety, and surveys have shown a decline in people’s well-being. In addition, while the Internet and social media have made it easier to collect and disseminate information and diversified values, they have also accelerated the division between people with different opinions. In order to meet the needs of each customer in this changing environment, we believe it is necessary to further pursue the Group’s brand message of “People First.” In order to become a company that can demonstrate its significance permanently, we believe that it is crucial to foster a corporate culture that takes on the challenges to reform, rather than staying with conventional approaches, and to contribute to solving social issues through the four experiential values that the Group provides. In the age of a 100-year life society, we will fulfill our responsibility as a lifelong partner to our customers by providing financial support through comprehensive value provision consulting that includes not only “protection” to compensate for the negative but also “asset formation and succession” to further enhance the positive, as well as “health promotion” that is becoming increasingly important to improve “well-being,” and emotional support such as a support for “enhancing connections.” – 1 – Sustainability has become a common value for all generations all over the world. By playing a part in resolving important issues related to the sustainability of communities and society, such as protecting the global environment and eliminating intergenerational economic inequities, and by contributing to the “well-being” of all people, we aim to realize a society where people can lead wealthy and healthy lives filled with peace of mind for generations to come. We look forward to your ongoing support. May 2022 ∎ ∎ President and Representative Director Dai-ichi Life Holdings, Inc. – 2 – Table of Contents P. 4 Convocation Notice of the Annual General Meeting of Shareholders for the 12th Fiscal Year P. 9 Guidance on the Exercise of Voting Rights P. 11 Reference Materials for the General Meeting of Shareholders P. 11 Proposal 1: Appropriation of Surplus P. 13 Proposal 2: Partial Amendments to the Articles of Incorporation P. 21 Proposal 3: Election of Ten (10) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members) P. 32 Proposal 4: Election of Five (5) Directors Serving as Audit & Supervisory Committee P. 42 Proposal 5: Election of One (1) Substitute Director Serving as Audit & Supervisory Members Committee Member P. 49 Proposal 6: Establishment of Remuneration related to Performance-linked Stock-based Remuneration for Directors (Excluding Directors Serving as Audit & Supervisory Committee Members and Outside Directors) P. 57 Proposal 7: Revision of Amount of Remuneration for Directors (Excluding Directors Serving as Audit & Supervisory Committee Members) P. 61 Proposal 8: Approval of Contract for the Transfer of All Shares of a Subsidiary (Contribution in Kind) P. 66 Reference: Initiatives for Corporate Governance P. 72 Fiscal 2021 Business Report P. 105 Consolidated Financial Statements, etc. P. 105 Consolidated Financial Statements P. 107 Non-Consolidated Financial Statements P. 109 Audit Reports P. 117 Reference：Q&A Streaming on the Internet P. 123 Information regarding Submitting Questions in Advance via the Internet and Live – 3 – To our shareholders (Securities Code: 8750) May 30, 2022 President and Representative Director Seiji Inagaki Dai-ichi Life Holdings, Inc. 13-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo Convocation Notice of the Annual General Meeting of Shareholders for the 12th Fiscal Year I would like to take this opportunity to thank you, our shareholders, for your support of Dai-ichi Life Holdings, Inc. (the “Company”). Notice is hereby given that the Annual General Meeting of Shareholders for the 12th Fiscal Year (the “Meeting”) of the Company will be held as set forth below. Since the number of seats at the Meeting is limited in order to ensure social distancing, we ask shareholders to exercise their voting rights in advance in writing or via the Internet, etc. wherever possible, and watch the Meeting by live streaming on the Internet. With regard to voting rights, please review the Reference Materials for the Meeting described below (pages 11 through 65), and exercise your voting rights in accordance with the “Guidance on the Exercise of Voting Rights” (pages 9 through 10) no later than 17:00 (5:00 p.m.) on Friday, June 17, 2022. – 4 – ▍Disclosures on the Company’s website From among the documents required to be attached hereto, the following matters are posted on the Company’s website pursuant to the provisions of laws and regulations, and the provisions under Article 20 of the Articles of Incorporation of the Company. (1) Assets and Income of the Corporate Group and Insurance Holding Company, Principal Offices of the Corporate Group, Employees of the Corporate Group, Matters regarding Stock Acquisition Rights, etc., Independent Auditor (excluding indemnity agreements), Basic Policy on the Composition of Persons to Control Decision-Making over the Financial and Business Policies, System for Ensuring Appropriate Operations, Specified Wholly Owned Subsidiaries, Transactions with the Parent Company, Accounting Advisor and Others of the Business Report (2) Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements (3) Non-Consolidated Statement of Changes in Net Assets and Notes to Non-Consolidated Financial Statements The Audit & Supervisory Committee has audited the above matters (1), (2), and (3), in addition to the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements, which are stated in the attachments to this notice. The Independent Auditor has audited the above matters (2) and (3), in addition to the Consolidated Financial Statements and Non-Consolidated Financial Statements, which are stated in the attachment to this notice. The Company’s website: https://www.dai-ichi-life-hd.com/investor/share/meeting/index.html – 5 – 1 Date and Time: 2 Venue: 3 Purpose of the Meeting: Matters to be Reported: Report on the Business Report, Consolidated Financial Matters to be Resolved: Proposal 1: Appropriation of Surplus Particulars 13:00 (1:00 p.m.) on Monday, June 20, 2022 (Reception scheduled to open at 12:00) Please note that the time of the Meeting is different from the previous year. Heian Room on the 1st floor of The Okura Prestige Tower The Okura Tokyo 2-10-4 Toranomon, Minato-ku, Tokyo Statements and Non-Consolidated Financial Statements, and the Audit Results of the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Committee for the Fiscal Year ended March 31, 2022 (from April 1, 2021 to March 31, 2022) Proposal 2: Partial Amendments to the Articles of Incorporation Proposal 3: Election of Ten (10) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members) Proposal 4: Election of Five (5) Directors Serving as Audit & Supervisory Committee Members Proposal 5: Election of One (1) Substitute Director Serving as Audit & Supervisory Committee Member Proposal 6: Establishment of Remuneration related to Performance-linked Stock-based Remuneration for Directors (Excluding Directors Serving as Audit & Supervisory Committee Members and Outside Directors) Proposal 7: Revision of Amount of Remuneration for Directors (Excluding Directors Serving as Audit & Supervisory Committee Members) Proposal 8: Approval of Contract for the Transfer of All Shares of a Subsidiary (Contribution in Kind) The Meeting will be streamed live on the Internet. Please see page 8 for details. ▍The enclosed Voting Right Exercise Form will be required to attend the Meeting in person. ▍A document certifying the authority of proxy and the Voting Right Exercise Form will be required to attend the Meeting by proxy. The proxy shall be limited to one other shareholder who has the voting right at the Meeting. ▍Body temperature measurements will be taken near the entrance to the venue, and persons who have a fever or who appear to be of ill health may be refused admission. ▍Shareholders attending the Meeting should wear a mask. Shareholders who don’t wear a mask ▍Corrections, if any, to the Reference Materials for the Meeting or the attachments will be may be refused admission. posted on the Company’s website The Company’s website: https://www.dai-ichi-life-hd.com/investor/share/meeting/index.html – 6 – Flow of Events Leading Up to the Meeting Before the Meeting The following contents are available on the Company’s website for your reference for the Meeting. ■ View disclosure documents of the Company’s website. ■ Watch business report video 30, 2022. ■ Ask questions in advance Disclosure documents are available on the “Investor Relations” and “Sustainability” sections We will release a video titled “Business Report Video – Initiatives in FY2021” on Monday, May We will accept questions related to the purpose of the Meeting and respond to frequently asked questions during the deliberations on the day of the Meeting or after the Meeting on the following website. Please see “Information regarding Submitting Questions in Advance” on page 123 for details. The Company’s website https://www.dai-ichi-life-hd.com/investor/share/meeting/index.html When viewing the live stream Exercise your voting rights in advance 17:00 (5:00 p.m.) on Friday, June 17, 2022 Please see pages 9 through 10 for details. Deadline: When attending the Meeting in person Prepare the Voting Right Exercise Form and this notice * In order to conserve paper resources, please bring this notice with you. – 7 – Day of the Meeting Monday, June 20, 2022 When viewing the live stream ▍Information regarding Live Streaming on the Internet The Meeting will be streamed live on the Internet so that the Meeting can be viewed outside ofthe venue. Please access the live streaming website via the following URL or QR code* and watch the live streaming by entering your ID and password. As this live stream is for viewing only, weask you to exercise your voting rights in advance in writing or via the Internet, etc. Date and Time: 13:00 (1:00 p.m.) on Monday, June 20, 2022 Live Streaming URL: https://www.dai-ichi-life-hd.com/sc/in2022/ Password: ID: ● The stream may not be watchable depending on the Internet connection environment or traffic, etc. the shareholder. ● Telecommunication fees and other costs incurred for watching the stream are to be borne by ● We will not be able to accept questions or comments from shareholders watching the livestream. If you have any questions, please send them to us in advance by following the instruction provided on page 7 by 17:00 (5:00 p.m.) on Wednesday, June 15. ● Please do not film or make audio and video recordings of the stream. ● Providing the ID and password to a third party is strictly prohibited. * It is required for your device to be equipped with a function or an application to scan the QRcode. (QR code is a registered trademark of DENSO WAVE INCORPORATED.) When attending the Meeting in person ▍Venue of the Meeting Heian Room on the 1st floor of The Okura Prestige Tower The Okura Tokyo 2-10-4 Toranomon, Minato-ku, Tokyo Toranomon Hills Station (Hibiya Line) Exit A2, 5 min. walk Toranomon Station (Ginza Line) Exit 3, 10 min. walk Tameike-sanno Station (Ginza Line and Namboku Line) Exit 14, 10 min. walk * Please refrain from coming by car as parking is not available. * No souvenirs will be provided for shareholders. After the Meeting The following content will be posted on the Company’s website in sequence. ■ Materials of the President’s presentation ■ Notice of results of the exercise of voting rights ■ Answers to the questions received in advance – 8 – Guidance on the Exercise of Voting Rights Via the Internet ▍Smart Voting Please use a smartphone or other devices to scan the QR code on the enclosed Guidance on “Smart Voting” (available in Japanese version only) and enter your approval or disapproval no later than the deadline. Deadline: Please have the Guidance on “Smart Voting” ready. Procedures for exercising your voting rights 1. Scan the QR code and access the website. 17:00 (5:00 p.m.) on Friday, June 17, 2022 Please use a smartphone or other devices to scan the QR code on the enclosed Guidance on “Smart Voting.” 2. Select a method for exercising voting rights. Two methods for exercising voting rights are available. 3. To cast your vote separately for each proposal, enter your approval or disapproval to each 4. proposal by following the on-screen instructions. If everything appears fine on the confirmation screen, press the “ こ の 内 容 で 行 使 す る (Exercise voting rights with these details)” button to complete the process. If you want to change your votes after exercising your voting rights, you will need to scan the QR code again and enter the “Voting Right Exercise Code and Password” printed on the Voting Right Exercise Form. (Information) By “Smart Voting,” You Can Contribute to Research and Treatment of the Novel Coronavirus When voting rights are exercised by “Smart Voting,” this allows us to curb mailing expenses. In addition to donating the mailing expenses that will be curbed through the use of “Smart Voting” to the National Center for Global Health and Medicine as in the past, we will also donate them to the National Center of Neurology and Psychiatry. The National Center for Global Health and Medicine is a research institute that conducts research and treatment of infectious diseases, including the novel coronavirus, and other illnesses such as diabetes and hepatitis, and the National Center of Neurology and Psychiatry is a research institute that is working on mental health care against the novel coronavirus and overcoming brain and mental illnesses through cutting-edge medical care and research. Results at the Annual General Meeting of Shareholders for the 11th Fiscal Year Number of shareholders who used “Smart Voting”: Amount donated to National Center for Global Health and Medicine: 63,543 4,957,000 yen – 9 – ▍Voting by Entering the “Voting Right Exercise Code and Password” Please visit the website for the exercise of voting rights (https://soukai.mizuho-tb.co.jp/) and enter your approval or disapproval by following the on-screen instructions no later than the deadline. Deadline: 17:00 (5:00 p.m.) on Friday, June 17, 2022 Reference for exercising voting rights via the Internet (including Smart Voting) Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.: Phone number: 0120-768-524 (available from 9:00 to 21:00 (9:00 p.m.) Japan time) Mailing the Voting Right Exercise Form ▍Voting by Mail Please indicate your vote(s) for or against each proposal on the enclosed Voting Right Exercise Form and return the form so that it arrives by the deadline. Deadline: *Please post the Form at least four days before the deadline to ensure arrival by the deadline, based on the fact that the Postal Act provides that postal items in principle will be delivered within three days from the date of posting them in Japan. [Instructions on filling in the Voting Right Exercise Form] Please detach and mail the left part of the form, indicating your vote for or against each proposal. Delivery by 17:00 (5:00 p.m.) on Friday, June 17, 2022 Proposals 1, 2, 5, 6, 7, and 8 (cid:31) To approve: Circle the “賛” box. (cid:31) To disapprove : Circle the “否” box. * To approve or disapprove specific candidates, please fill in the numbers of the candidates. Proposals 3* and 4* (cid:31) To approve all candidates: Circle the “賛” box. (cid:31) To disapprove all candidates: Circle the “否” box. If you present the Voting Right Exercise Form without indicating approval or disapproval for any proposal, you will be deemed to have approved the proposal. Please note that if you attend the Meeting in person, you will be deemed to have revoked any votes you have exercised before the Meeting. For institutional investors Management trust banks and other nominee shareholders (including standing proxies) may use the “Electronic Voting Platform for Institutional Investors” managed by ICJ Inc. if they send in applications to use the platform in advance. Handling of your votes when you exercise your voting rights in duplicate: ● If you exercise your voting rights both in writing and via the Internet (including Smart Voting), only the votes cast via the Internet shall be deemed valid. ● If you exercise your voting rights via the Internet (including Smart Voting) more than once, only your most recently cast votes shall be deemed to be vali – 10 – Reference Materials for the General Meeting of Shareholders Proposals and Reference Matters Proposal 1: Appropriation of Surplus With regard to the appropriation of surplus, the Company keeps a balance between securing the necessary internal reserves for the Group in order to ensure sound financial standing in case of future changes in the business environment or to take advantage of growth investments and appropriately distributing profits to shareholders by taking into account cost of capital. Considering the above, the Company proposes that the appropriation of surplus be as follows. Matters relating to year-end dividends 1. Type of dividend property Cash 2. Matters related to allotment of dividend property to shareholders and total amount thereof Dividends per share of common share 83 yen Total amount 85,354,050,399 yen 3. Effective date of distribution of surplus June 21, 2022 * Figures adjusted to reflect the effect of share split – 11 – (Reference) Basic Policy on Shareholder Return under Re-connect 2023, Medium-Term Management Plan Covering FY2021 to FY2023 Basic Policy on Shareholder Return ● Stable cash dividends based on group adjusted profit (realistic profit indicator) ■ Dividend Payout Ratio: 30% or more each fiscal year Basically no reduction in dividends per share (Note) Dividend payout ratio is calculated based on the historical three-year averages of group adjusted profit ● Consider additional payouts through share repurchases, etc. considering the economic solvency ratio (ESR), cash-flow and strategic investment opportunities ■ Total payout ratio (estimate): Medium-term average of 50% – 12 – Proposal 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the proposal (1) Amendments related to business purpose With the revisions of the Insurance Business Act pursuant to the “Act Partially Amending the Banking Act, etc. for Ensuring Reinforcement and Stability of Financial Functions in Response to Socioeconomic Changes due to the Impact of the COVID-19 Infection” (Act No. 46 of 2021),* an insurance holding company can now perform common and overlapping business operations within its group. The Company therefore proposes to partially amend the business purposes stipulated in Article 2 of the current Articles of Incorporation in order to enhance efficiency of, and further develop, its group management by consolidating common business operations within the Group as permitted by laws and regulations. (2) Amendments related to general meetings of shareholders without a designated location (so-called virtual-only shareholder meetings) Pursuant to the “Act for Partially Amending the Act on Strengthening Industrial Competitiveness and Other Related Acts” (Act No. 70 of 2021), listed companies now have the option of holding general meetings of shareholders without a designated location (including general meetings of class shareholders; hereinafter the same) by so specifying in their articles of incorporation, subject to certain requirements in light of consideration for, among other things, ensuring the interests of its shareholders. The Company therefore proposes to establish new provisions under Article 18, Paragraph 2 of the proposed amendments and also to make necessary changes to Article 23, Paragraph 1 of the current Articles of Incorporation to enable a general meeting of shareholders to be held without a designated location in the event that its Board of Directors decides, in light of the interests of its shareholders, that it is inappropriate to hold a general meeting of shareholders at a designated location due to reasons such as the spread of infectious diseases or the occurrence of a natural disaster. (3) Amendments related to the introduction of measures for electronic provision of reference documents and other materials for general meetings of shareholders. 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 come into effect on September 1, 2022. To prepare for the introduction of measures for electronic provision of reference documents and other materials for general meetings of shareholders, the Company will make the following necessary amendments to its Articles of Incorporation. (i) The proposed amendment to Article 20, Paragraph 1 stipulates that the Company takes measures for electronic provision of information to be contained in the reference documents and other materials for general meetings of shareholders. (ii) The purpose of the proposed amendment to Article 20, Paragraph 2 is to establish provisions to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested its delivery. (iii) The provisions on the disclosure of reference documents and other materials for general meetings of shareholders via the Internet and deemed delivery (Article 20 of the current Articles of Incorporation) will become unnecessary and shall therefore be amended. (iv) In line with the above amendments, supplementary provisions related to the effective date, etc. shall be established. – 13 – (4) Amendments related to the number of Directors For the purpose of realizing prompt and accurate decision-making in corporate management and further reinforcing supervisory functions as a holding company, Article 24, Paragraph 1 of the current Articles of Incorporation shall be amended to change the maximum number of Directors (excluding Directors serving as Audit & Supervisory Committee members) from fifteen (15) or less to eleven (11) or less. (5) Amendments related to the election of the President To facilitate the agile establishment of the optimum management framework, Article 28 of the current Articles of Incorporation shall be amended to enable the President to be elected not only from among the Directors but also from among the Executive Officers. In connection with this proposed amendment, provisions of Article 19 of the current Articles of Incorporation prescribing the convener and chairman of the general meetings of shareholders shall be amended as necessary, and new provisions shall be established on the election, etc. of Executives Officers as provided in Article 28, Paragraph 4 of the proposed amendments. (6) Amendments related to the convener and chairman of the meetings of the Board of Directors To maintain and enhance the Board of Directors’ independent and objective supervisory function over management, Article 29 of the current Articles of Incorporation which prescribes that the Director who serves as Chairman and Director (Kaichou) shall act as the chairman of the meetings of the Board of Directors shall be amended to enable other Directors to act as the chairman. *In order to enable financial institutions such as banks and insurance companies to fulfill the expected roles in Japan’s post pandemic society and economy, revisions of laws and regulations to revise the regulations on the scope of business operations and other matters were made. With these revisions, in addition to “management and administration of the insurance holding company group and operations incidental thereto,” which were the primary tasks of an insurance holding company, it has been allowed for an insurance holding company to conduct certain business operations that are categorized as common and overlapping operations within the group. The revisions also enabled more efficient consolidation of group companies’ operations with respect to the operations that were already permitted to consolidate before such revisions, by lifting the requirement that insurance companies shall monitor the appropriate execution of outsourced operations on the condition that the insurance holding company takes measures to ensure appropriate management and admininstration of such operations within the group. 2. Details of amendments Current Articles of Incorporation Proposed Amendments Chapter 1 General Provisions Chapter 1 General Provisions (Amended parts are underlined.) Article 1 (Omitted) Article 1 (Unchanged) (Purpose) (Purpose) Article 2 The purpose of the Company shall be to Article 2 The purpose of the Company shall be to engage in the following businesses: engage in the following businesses: (1) Business administration of life insurance (1) Business administration of life insurance companies, non-life insurance companies, and companies, non-life insurance companies, and other companies operating as the Company’s other companies operating as the Company’s subsidiaries, pursuant to the provisions of the subsidiaries, pursuant to the provisions of the – 14 – Current Articles of Incorporation Proposed Amendments Insurance Business Act; and Insurance Business Act; (2) Other business activities incidental to the (2) Business activities incidental to the business listed business listed in the preceding item. in the preceding item; and (Newly stipulated) (3) In addition to the business listed in the preceding two items, business activities that are permitted to be performed by an insurance holding company under the Insurance Business Act. Article 3 to Article 17 (Omitted) Article 3 to Article 17 (Unchanged) Chapter 4 General Meeting of Shareholders Chapter 4 General Meeting of Shareholders (Convocation) (Convocation and Method for Holding the Meeting) Article 18 An ordinary general meeting of Article 18 An ordinary general meeting of shareholders of the Company shall be convened shareholders of the Company shall be convened within three (3) months from the last day of each within three (3) months from the last day of each fiscal year and an extraordinary general meeting of fiscal year and an extraordinary general meeting of shareholders shall be convened whenever shareholders shall be convened whenever necessary. necessary. (Newly stipulated) 2. The Company may hold a general meeting of shareholders without a designated location in the event that its Board of Directors decides, in light of the interests of its shareholders, that it is inappropriate to hold a general meeting of shareholders with a designated location due to reasons such as the spread of infectious diseases or the occurrence of a natural disaster. (Convener and Chairman) (Convener and Chairman) Article 19 The President and Director shall Article 19 A Director shall convene general convene general meetings of shareholders and act meetings of shareholders in accordance with the as the chairman. order previously determined by a resolution of the (Newly stipulated) 2. The Chairman or the President shall act as the Board of Directors. chairman of the general meetings of shareholders in accordance with the order previously determined by a resolution of the Board of Directors. – 15 – Current Articles of Incorporation Proposed Amendments 2. If the President and Director is unable to act as 3. If the Chairman and the President are unable to act such due to an accident, one of the other Directors as such due to an accident, one of the other shall convene the general meeting of shareholders Directors shall act as the chairman in accordance and act as the chairman in accordance with the with the order previously determined by a order previously determined by the Board of resolution of the Board of Directors. (Disclosure of Reference Documents for General (Measures for Electronic Provision, etc.) Directors. Meetings of Shareholders, etc. via Internet and Deemed Delivery) Article 20 Upon convening a general meeting of Article 20 The Company shall, when convening a shareholders, the Company may deem that the general meeting of shareholders, take measures information required to be described or presented for the electronic provision with respect to in the reference documents for the general information contained in the reference documents meeting of shareholders, business reports, and other materials for general meetings of financial statements, and consolidated financial shareholders. statements have been provided to the shareholders when such information is disclosed, pursuant to the Ordinance of the Ministry of Justice, through a method that uses the Internet. (Newly stipulated) 2. Among the matters for which measures for the electronic provision are to be taken, the Company shall not be required to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested its delivery by the record date for voting rights. – 16 – Current Articles of Incorporation Proposed Amendments Article 21 to Article 22 (Omitted) Article 21 to Article 22 (Unchanged) (General Meeting of Class Shareholders) (General Meeting of Class Shareholders) Article 23 The provisions of Article 19, 20 and 22 Article 23 The provisions of Article 18, Paragraph of these Articles of Incorporation shall apply 2, Article 19, 20 and 22 of these Articles of mutatis mutandis to general meetings of class Incorporation shall apply mutatis mutandis to shareholders. general meetings of class shareholders. 2. The provision of Article 21, Paragraph 1 of these 2. The provision of Article 21, Paragraph 1 of these Articles of Incorporation shall apply mutatis Articles of Incorporation shall apply mutatis mutandis to the resolutions of general meetings of mutandis to the resolutions of general meetings of class shareholders made pursuant to Article 324, class shareholders made pursuant to Article 324, Paragraph 1 of the Companies Act. Paragraph 1 of the Companies Act. 3. The provision of Article 21, Paragraph 2 of these 3. The provision of Article 21, Paragraph 2 of these Articles of Incorporation shall apply mutatis Articles of Incorporation shall apply mutatis mutandis to the resolutions of general meetings of mutandis to the resolutions of general meetings of class shareholders made pursuant to Article 324, class shareholders made pursuant to Article 324, Paragraph 2 of the Companies Act. Paragraph 2 of the Companies Act. 4. Unless otherwise provided by applicable laws and 4. Unless otherwise provided by applicable laws and regulations, resolutions of general unless regulations, resolutions of general unless otherwise provided by applicable laws and otherwise provided by applicable laws and regulations, resolutions of general meetings of regulations, resolutions of general meetings of Class A Preferred Shareholders shall not be Class A Preferred Shareholders shall not be required in the case meetings of Class A Preferred required in the case meetings of Class A Preferred Shareholders shall not be required in the case that Shareholders shall not be required in the case that the hat the Company performs an act provided for the hat the Company performs an act provided for in each item of Article 322, Paragraph 1 of the in each item of Article 322, Paragraph 1 of the Company performs an act provided for in each Company performs an act provided for in each item of Article 322, Paragraph 1 of the Companies item of Article 322, Paragraph 1 of the Companies Act. Act. Chapter 5 Directors and Board of Directors Chapter 5 Directors and Board of Directors (Number of Directors) (Number of Directors) Article 24 The number of Directors (excluding Article 24 The number of Directors (excluding Directors serving as Audit & Supervisory Directors serving as Audit & Supervisory Committee members) of the Company shall be Committee members) of the Company shall be fifteen (15) or less. eleven (11) or less. – 17 – Current Articles of Incorporation Proposed Amendments 2. The number of Directors serving as Audit & 2. The number of Directors serving as Audit & Supervisory Committee members of the Company Supervisory Committee members of the Company shall be five (5) or less. shall be five (5) or less. Article 25 to Article 27 (Omitted) Article 25 to Article 27 (Unchanged) Titles) (Representative Directors and Directors with Specific (Representative Directors, etc.) Article 28 The Board of Directors shall, by its Article 28 The Board of Directors shall, by its resolution, elect Representative Directors from resolution, elect Representative Directors from among the Directors (excluding Directors serving among the Directors (excluding Directors serving as Audit & Supervisory Committee members). as Audit & Supervisory Committee members). (Newly stipulated) 2. The Board of Directors shall, by its resolution, elect one (1) President from among the Directors (excluding Directors serving as Audit & Supervisory Committee members) or from among the Executive Officers. 2. The Board of Directors may, by its resolution, 3. The Board of Directors may, by its resolution, appoint one (1) Chairman and Director, one (1) select one (1) Chairman and several Vice President and Director and several Vice Chairmen Chairmen from among the Directors (excluding and Directors from among the Directors (excluding Directors serving as Audit & Supervisory Directors serving as Audit & Supervisory Committee members). Committee members). (Newly stipulated) 4. The Board of Directors may, by its resolution, elect Executive Officers and assign the execution of a portion of the Company’s operations to them. (Convener and Chairman of Meeting of Board of (Convener and Chairman of Meeting of Board of Directors) Directors) Article 29 Unless otherwise provided by applicable Article 29 Unless otherwise provided by applicable laws and regulations, the Chairman and Director laws and regulations, a Director selected by a shall convene the meetings of the Board of resolution of the Board of Directors shall convene Directors and act as the chairman. the meetings of the Board of Directors and act as the chairman. – 18 – Current Articles of Incorporation Proposed Amendments 2. If the Chairman and Director is unable to act as 2. If the Director prescribed in the preceding such due to a vacancy or an accident, one of the paragraph is unable to act as such due to a other Directors, in accordance with the order vacancy or an accident, one of the other Directors, previously determined by the Board of Directors, in accordance with the order previously determined shall convene the meetings of the Board of by a resolution of the Board of Directors, shall Directors and act as the chairman. convene the meetings of the Board of Directors and act as the chairman. 3. Notwithstanding the preceding two paragraphs, 3. Notwithstanding the preceding two paragraphs, Audit & Supervisory Committee members elected Audit & Supervisory Committee members elected by the Audit & Supervisory Committee may by the Audit & Supervisory Committee may convene the meetings of the Board of Directors. convene the meetings of the Board of Directors. Article 30 to Article 48 (Omitted) Article 30 to Article 48 (Unchanged) Supplementary Provisions Supplementary Provisions Article 1 (Omitted) Article 1 (Unchanged) (Newly stipulated) (Transitional Measures Relating to Measures for Electronic Provision, etc.) Article 2. The amendment of Article 20 (Measures for Electronic Provision, etc.) by a resolution of the Annual General Meeting of Shareholders for the 12th Fiscal Year shall come into effect on September 1, 2022, the date of enforcement of 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) (hereinafter, the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 20 (Disclosure of Reference Documents for General Meetings of Shareholders, etc. via Internet and Deemed Delivery) of the Articles of Incorporation before the amendments pursuant to the provisions of the preceding paragraph shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. – 19 – Current Articles of Incorporation Proposed Amendments 3. The provisions of this Article shall be deleted after six months from the Effective Date or three months from the date of the general meeting of shareholders provided for in the preceding paragraph, whichever is later. – 20 – Proposal 3: Election of Ten (10) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members) The terms of office of all eleven (11) directors (excluding directors serving as Audit & Supervisory Committee members) will expire at the conclusion of the Meeting. Accordingly, the Company proposes the election of ten (10) directors (excluding directors serving as Audit & Supervisory Committee members). The candidates for directors (excluding directors serving as Audit & Supervisory Committee members) are as follows. The Company determined the candidates at the Board of Directors meeting after deliberation at the Nominations Advisory Committee, which composes a majority of outside committee members. No. Position Name/Age 1 2 4 5 6 Reappointment Reappointment Reappointment Reappointment Director and Chairman of the Board Representative Director and President (Chief Executive Officer) Representative Director and Senior Managing Executive Officer (Chief Financial Officer) Director and Managing Executive Officer Director and Managing Executive Officer Director and Managing Executive Officer 3 Reappointment Tetsuya Kikuta Reappointment Hiroshi Shoji 7 Reappointment Director Koichi Maeda Koichiro Watanabe Seiji Inagaki Mamoru Akashi Toshiaki Sumino Yasushi Shingai Bruce Miller 9 Reappointment Director 10 New appointment – 8 Reappointment Director Yuriko Inoue 59 Female Board of Directors meetings attended 100% (12/12) 100% (12/12) 100% (12/12) 100% (9/9) 100% (9/9) 100% (9/9) 100% (12/12) 100% (12/12) 100% (12/12) – 69 Male 59 Male 57 Male 58 Male 57 Male 52 Male 70 Male 66 Male 61 Male Outside Director Independent Director Outside Director Independent Director Outside Director Independent Director Outside Director Independent Director (Note) The ages of the candidates are as of the conclusion of the Meeting. – 21 – No. Name (Date of birth) Brief personal history, position, responsibilities, and significant concurrent positions Number of shares of the Company held Apr. 1976 Joined The Dai-ichi Mutual Life Insurance Company Jul. 2001 Director Apr. 2004 Managing Director Jul. 2004 Managing Executive Officer Jul. 2007 Director and Managing Executive Officer Apr. 2008 Director and Senior Managing Executive Officer Apr. 2010 Representative Director and Koichiro Watanabe (Apr. 16, 1953) Board of Directors meetings attended: (12/12) President, The Dai-ichi Life Insurance Company, Limited Oct. 2016 Representative Director and President, Dai-ichi Life Holdings, Inc. Apr. 2017 Representative Director and Chairman of the Board Jun. 2020 Director and Chairman of the Board (to present) 1 Common stock 137,781 shares [Significant Concurrent Positions] Director and Chairman of the Board, The Dai-ichi Life Insurance Company, Limited [Reasons for Selecting the Candidate for Director] His experiences as a member of the Group have covered a wide range of engagements in the Company’s businesses, including corporate planning, personnel management, public relations and government relations, and he has deep experience and knowledge in the life insurance business. He has duly performed his duties as a member of the Board of Directors since July 2001 and as a Chairman of the Board of Directors meetings since April 2017 by making use of his abundant experience and insight. The Company believes he is qualified to be a director of the board of the Company, and therefore proposes him as a candidate for director. – 22 – No. Name (Date of birth) Brief personal history, position, responsibilities, and significant concurrent positions Number of shares of the Company held Apr. 1986 Joined The Dai-ichi Mutual Life Insurance Company Apr. 2012 Executive Officer, The Dai-ichi Life Insurance Company, Limited Apr. 2015 Managing Executive Officer Jun. 2016 Director and Managing Executive Officer Oct. 2016 Director and Managing Executive Officer, Dai-ichi Life Holdings, Inc. Apr. 2017 Representative Director and President Apr. 2022 Representative Director and President (Chief Executive Officer) (to present) [Significant Concurrent Positions] Representative Director and President, The Dai-ichi Life Insurance Company, Limited 2 Seiji Inagaki (May 10, 1963) Board of Directors meetings attended: (12/12) Common stock 100,110 shares [Reasons for Selecting the Candidate for Director] His experiences as a member of the Group have covered a wide range of engagements in the Company’s businesses, including corporate planning and investment planning, and he has deep experience and knowledge in the life insurance business. He played a central role in the demutualization of the Company in 2010 and led the development of a system to implement the Group’s growth strategy. In addition, he has duly performed his duties as a member of the Board of Directors since June 2016 and as a representative director and president since April 2017. He has developed a growth strategy to further strengthen and expand the Group’s business foundation. The Company believes he is qualified to be a director of the board of the Company, and therefore proposes him as a candidate for director. – 23 – No. Name (Date of birth) Brief personal history, position, responsibilities, and significant concurrent positions Number of shares of the Company held Apr. 1987 Joined The Dai-ichi Mutual Life Insurance Company Jun. 2014 Executive Officer, Oct. 2016 Executive Officer, The Dai-ichi Life Insurance Company, Limited* The Dai-ichi Life Insurance Company, Limited* Apr. 2017 Managing Executive Officer Apr. 2018 Managing Executive Officer, Dai-ichi Life Holdings, Inc. Jun. 2020 Director and Managing Executive Officer Apr. 2021 Representative Director and Senior Managing Executive Officer Apr. 2022 Representative Director and Senior Managing Executive Officer (Chief Financial Officer) (to present) * Due to the shift to a holding company structure on October 1, 2016, The Dai-ichi Life Insurance Company, Limited until September 30, 2016 and that from October 1, 2016 are different companies. [Responsibilities] 3 Tetsuya Kikuta (Oct. 14, 1964) Board of Directors meetings attended: (12/12) Common stock 33,816 shares Corporate Planning Unit, Financial Planning Unit, Retirement, Savings and Asset Management Business Unit [Reasons for Selecting the Candidate for Director] His experiences as a member of the Group have covered a wide range of engagements in the Company’s businesses, including asset management business, and he has deep experience and knowledge in the life insurance business. In addition, he has duly performed his duties in overseas life insurance companies as a member of the Board of Directors of Dai-ichi Life Vietnam and Tower (presently TAL), and as a member of the Board of Directors of the Company since June 2020. The Company believes he is qualified to be a director of the board of the Company, and therefore proposes him as a candidate for director. – 24 – No. Name (Date of birth) Brief personal history, position, responsibilities, and significant concurrent positions Number of shares of the Company held Apr. 1988 Joined The Dai-ichi Mutual Life Insurance Company Apr. 2015 Executive Officer, The Dai-ichi Life Insurance Company, Limited Oct. 2016 Executive Officer, Apr. 2017 Managing Executive Officer Jun. 2021 Director and Managing Executive Dai-ichi Life Holdings, Inc. Officer (to present) [Responsibilities] Actuarial and Accounting Unit Common stock 36,167 shares 4 Hiroshi Shoji (Apr. 26, 1964) Board of Directors meetings attended: (9/9) [Reasons for Selecting the Candidate for Director] His experiences as a member of the Group have covered a wide range of engagements in the Company’s businesses, including profit management and financial planning and actuarial accounting, and he has deep experience and knowledge in the life insurance business. In addition, he has duly performed his duties as a member of the Board of Directors of the Company since June 2021. The Company believes he is qualified to be a director of the board of the Company, and therefore proposes him as a candidate for director. – 25 – No. Name (Date of birth) Brief personal history, position, responsibilities, and significant concurrent positions Number of shares of the Company held Apr. 1988 Joined The Dai-ichi Mutual Life Insurance Company Apr. 2013 Director, The Dai-ichi Frontier Life Insurance Co., Ltd. Apr. 2015 Director and Managing Executive Apr. 2016 Representative Director and Vice Officer President Apr. 2020 Managing Executive Officer, Jun. 2021 Director and Managing Executive Dai-ichi Life Holdings, Inc. Officer (to present) [Responsibilities] Protection Business and CX Planning Unit, the matters regarding CX Design Strategy 5 Mamoru Akashi (Oct. 9, 1964) Board of Directors meetings attended: (9/9) Common stock 28,386 shares [Reasons for Selecting the Candidate for Director] His experiences as a member of the Group have covered a wide range of engagements in the Company’s businesses, including marketing planning and over-the-counter sales, and he has deep experience and knowledge in the life insurance business. In addition, he has duly performed his duties as a member of the Board of Directors of The Dai-ichi Frontier Life Insurance Co., Ltd. since April 2013 and as a member of the Board of Directors of the Company since June 2021. The Company believes he is qualified to be a director of the board of the Company, and therefore proposes him as a candidate for director. – 26 – No. Name (Date of birth) Brief personal history, position, responsibilities, and significant concurrent positions Number of shares of the Company held Apr. 1992 Joined The Dai-ichi Mutual Life Insurance Company Oct. 2016 Executive Officer, Apr. 2020 Managing Executive Officer Jun. 2021 Director and Managing Executive Dai-ichi Life Holdings, Inc. Officer (to present) [Responsibilities] International Life Insurance Business Unit (the matters regarding the international life insurance business in general) Common stock 19,398 shares Toshiaki Sumino (Oct. 26, 1969) Board of Directors meetings attended: (9/9) 6 [Reasons for Selecting the Candidate for Director] His experiences as a member of the Group have covered a wide range of engagements in the Company’s businesses, including corporate planning and investment planning, and he has deep experience and knowledge in the life insurance business. In addition, he has duly performed his duties in corporate management of overseas life insurance companies as a member of the Board of Directors of Protective Life Corporation and as a CEO of DLI NORTH AMERICA INC., and in corporate management as a member of the Board of Directors of the Company since June 2021. The Company believes he is qualified to be a director of the board of the Company, and therefore proposes him as a candidate for director. – 27 – No. Name (Date of birth) Brief personal history, position, responsibilities, and significant concurrent positions Number of shares of the Company held Koichi Maeda (Jul. 8, 1951) Term of office as outside director (to be reached at the conclusion of the Meeting): 5 years and 9 months Board of Directors meetings attended: (12/12) 7 Apr. 1975 Joined Nippon Telegraph and Telephone Public Corporation Jul. 1999 General Manager, Kagoshima Jul. 2000 General Manager, Planning Branch, NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION Department, Consumer & Office Division, NTT Communications Corporation Jun. 2002 General Manager, Consumer & Office Division Jun. 2004 Director and Senior Vice President, Aug. 2006 Director and Senior Vice President, General Manager, Consumer & Office Division Deputy General Manager, Net Business Division Jun. 2008 Director and Executive Vice President, Deputy General Manager, Net Business Division Jun. 2009 Representative Director and Senior Executive Vice President, General Manager, Consumer Business Promotion Division, NIPPON TELEGRAPH AND TELEPHONE EAST CORPORATION ; Representative Director and President, NTT EAST PROPERTIES, INC. Jun. 2012 Representative Director and President, NTT FINANCE CORPORATION (retired in June 2016) Jun. 2016 Director and Chief Executive Counselor (retired in June 2017) Oct. 2016 Outside Director, Dai-ichi Life Holdings, Inc. (to present) Jul. 2017 Chief Executive Counselor, NTT FINANCE CORPORATION Jul. 2018 Advisor Jul. 2020 Advisor, NTT FACILITIES, INC. (to present) Common stock 7,521 shares [Reasons for Selecting the Candidate for Outside Director / Roles Expected to Be Fulfilled] He has deep experience and insight gained through acting as business executive of highly public enterprises. He has also brought significant benefits to the Company by supervising and advising on various matters of corporate management based on his global and objective viewpoint at the Board of Directors meetings and other occasions. The Company expects that he will continuously share his experience and expertise on oversight of management of the Group as before, and therefore proposes him as a candidate for outside director. [Grounds for Independence] He served as an executive responsible for the operations of NTT FINANCE CORPORATION until June 2016. The Group conducts transactions with the NTT FINANCE Group, but the total amount of the transactions was less than 1% of the consolidated net sales of each group. We therefore judge there to be no concern regarding his independence. In addition, we have filed his name with Tokyo Stock Exchange as an independent director who has no conflict of interest with general shareholders pursuant to the rule of said Exchange. – 28 – No. Name (Date of birth) Number of shares of the Company held Brief personal history, position, responsibilities, and significant concurrent positions Nov. 1993 Lecturer, The University of Tokyo Graduate Schools for Law and Politics Apr. 1995 Associate Professor, University of Tsukuba Graduate School of Business Administration & Public Policy Apr. 2001 Associate Professor, University of Tsukuba Graduate School of Business Sciences Sep. 2002 Associate Professor, Kobe University Graduate School of Law Apr. 2004 Professor Oct. 2010 Professor, Hitotsubashi University Graduate School of International Corporate Strategy Apr. 2018 Professor, Business Law Department of Graduate School of Law (to present) Jun. 2018 Outside Director, Dai-ichi Life Holdings, Inc. (to present) [Significant Concurrent Positions] Outside Director, NIPPON SIGNAL CO., LTD. Yuriko Inoue (May 29, 1963) Term of office as outside director (to be reached at the conclusion of the Meeting): 4 years Board of Directors meetings attended: (12/12) 8 Common stock 6,001 shares [Reasons for Selecting the Candidate for Outside Director / Roles Expected to Be Fulfilled] She is an experienced and trusted professor specialized in intellectual property laws, and she has had a wide range of knowledge about IT-related systems and policies backed by her expertise. She has also brought significant benefits to the Company by supervising management and advising on various legal matters and data governance in IT strategies of the Company based on her objective viewpoint at the Board of Directors meetings and other occasions. The Company expects that she will continuously share her experience and expertise on oversight of management of the Group as before, and therefore proposes her as a candidate for outside director. Although she has never been engaged in corporate management except as an outside director, she is expected to duly perform her duties as an outside director for the abovementioned reasons. [Grounds for Independence] Until May 2018, she served as a member of the Company’s Advisory Board, a body established by the Company for the purpose of further reinforcing and enhancing its corporate governance by obtaining extensive advice regarding management matters in general. The Company conducted transactions with her for the payment of remunerations for an Advisory Board member, but the amount of remuneration was 2 million yen per year. We therefore judge there to be no concern regarding her independence. In addition, we have filed her name with Tokyo Stock Exchange as an independent director who has no conflict of interest with general shareholders pursuant to the rule of said Exchange. – 29 – No. Name (Date of birth) Number of shares of the Company held Brief personal history, position, responsibilities, and significant concurrent positions Apr. 1980 Joined the Japan Tobacco and Salt Public Corporation (presently Japan Tobacco Inc.) Jul. 2001 Vice President, Finance Planning Division Jul. 2004 Senior Vice President, Chief Financial Officer Jun. 2005 Member of the Board, Senior Vice President, and Chief Financial Officer Jun. 2006 Member of the Board of Japan Tobacco Inc., Executive Vice President, JT International S.A. Jun. 2011 Representative Director and Executive Vice President, Japan Tobacco Inc. (retired in January 2018) Jan. 2018 Member of the Board Jun. 2019 Outside Director, (retired in March 2018) Dai-ichi Life Holdings, Inc. (to present) [Significant Concurrent Positions] Representative Director, Shingai Management Institute Co., Ltd. Outside Director, ExaWizards Inc. Member of the Board of Directors (Outside Director), Mitsubishi UFJ Financial Group, Inc. Yasushi Shingai (Jan. 11, 1956) Term of office as outside director (to be reached at the conclusion of the Meeting): 3 years Board of Directors meetings attended: (12/12) 9 Common stock 300 shares [Reasons for Selecting the Candidate for Outside Director / Roles Expected to Be Fulfilled] In addition to his deep experience and insight gained through acting as business executive of a global company, he has rich experience and sophisticated and expert knowledge of corporate finance and mergers & acquisitions as the finance officer. He has also brought significant benefits to the Company by supervising management and advising on various matters of corporate management based on his global and objective viewpoint at the Board of Directors meetings and other occasions. The Company expects that he will continuously share his experience and expertise on oversight of management of the Group as before, and therefore proposes him as a candidate for outside director. [Grounds for Independence] He served as an executive responsible for the operations of Japan Tobacco Inc. until January 2018. The Group conducts transactions with Japan Tobacco Inc., but the total amount of the transactions was less than 1% of the consolidated net sales of each party. In addition, until June 2017, he served as a member of the Company’s Advisory Board, a body established by the Company for the purpose of further reinforcing and enhancing its corporate governance by obtaining extensive advice regarding management matters in general. The Company conducted transactions with him for the payment of remunerations for an Advisory Board member, but the amount of remuneration was 2 million yen per year. We therefore judge there to be no concern regarding his independence. In addition, we have filed his name with Tokyo Stock Exchange as an independent director who has no conflict of interest with general shareholders pursuant to the rule of said Exchange. – 30 – No. Name (Date of birth) Number of shares of the Company held Common stock 0 shares Brief personal history, position, responsibilities, and significant concurrent positions Feb. 1986 Joined the Australian Government Department of Foreign Affairs and Trade Jan. 2001 Assistant Secretary, Strategic Policy Branch Apr. 2003 Assistant Secretary, North East Asia Branch Aug. 2004 Minister-Counsellor (Political), Australian Embassy Tokyo May 2009 Deputy Director-General, Australian Government Office of National Assessments Aug. 2011 Australian Ambassador to Japan Jan. 2017 Director-General, Australian Government Office of National Assessments Sep. 2018 Professor Emeritus, Australian National University Aug. 2020 Chair, Australia-Japan Foundation (to present) Bruce Miller (Mar. 6, 1961) 10 [Reasons for Selecting the Candidate for Outside Director / Roles Expected to Be Fulfilled] He is a specialist in global politics and economy and has rich experience and deep insight into the life insurance business as a Non-Executive Director of TAL, a subsidiary of the Company. The Company expects that he will actively provide opinions regarding overall management from a global and objective viewpoint and share his experience and expertise on oversight of management of the Group, and therefore proposes him as a candidate for outside director. Although he has never been engaged in corporate management except as a non-executive director, he is expected to duly perform his duties as an outside dir