第一生命ホールディングス（8750） – Disclosures on the Company’s website with the 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. Disclosures on the Company’s website with the Convocation Notice of the Annual General Meeting of Shareholders for the 12th Fiscal Year (from April 1, 2021 to March 31, 2022)Dai-ichi Life Holdings, Inc. Table of Contents Business Report Assets and Income of the Corporate Group and Insurance Holding Company (the Company) …………………………………………………………….. 2 Principal Offices of the Corporate Group …………………………………….. 4 Employees of the Corporate Group ……………………………………………… 4 Stock Acquisition Rights, etc. ……………………………………………………… 5 Independent Auditor …………………………………………………………………… 8 Basic Policy on the Composition of Persons to Control Decision-Making over the Financial and Business Policies …………………………. 8 System for Ensuring Appropriate Operations ………………………………. 9 Specified Wholly Owned Subsidiaries …………………………………………16 Transactions with the Parent Company ……………………………………….16 Accounting Advisor ……………………………………………………………………16 Others ………………………………………………………………………………………..16 Consolidated Financial Statements Consolidated Statement of Changes in Net Assets ………………………17 Notes to Consolidated Financial Statements ………………………………..19 Non-Consolidated Financial Statements Non-Consolidated Statement of Changes in Net Assets ……………….49 Notes to Non-Consolidated Financial Statements ………………………..50 The matters mentioned above are posted on the Company’s website (https://www.dai-ichi-life-hd.com/investor/share/meeting/index.html) 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 (the Company) (1) Assets and income of the corporate group Category Fiscal 2018 Fiscal 2019 Fiscal 2020 Fiscal 2021 (Current fiscal year) millions of yen Consolidated ordinary revenues Consolidated ordinary profit Net Income attributable to shareholders of parent company Consolidated comprehensive income Consolidated total net assets Consolidated total assets 7,184,093 7,114,099 7,827,806 8,209,708 432,945 218,380 552,861 590,897 225,035 32,433 363,777 409,353 72,613 167,564 1,143,981 (130,395) 3,713,592 3,776,918 4,807,129 4,408,507 55,941,261 60,011,999 63,593,705 65,881,161 (Note) In fiscal 2020, consolidated ordinary revenues increased compared to the previous fiscal year, due mainly to an increase in investment income, including the foreign exchange gains at The Dai-ichi Frontier Life. Consolidated ordinary profit and net income attributable to shareholders of parent company increased compared to the previous fiscal year due mainly to reversal of policy reserves for market value adjustments (MVA) at Dai-ichi Frontier Life resulting from higher overseas interest rates. Consolidated comprehensive income increased compared to the previous fiscal year due mainly to an increase in unrealized gains of securities at The Dai-ichi Life, reflecting the effects of changes in the economic environment and other factors. In fiscal 2021, consolidated comprehensive income decreased compared to the previous fiscal year due mainly to a decrease in unrealized gains of securities at The Dai-ichi Life, reflecting the effects of changes in the economic environment and other factors. – 2 – (2) Assets and income of the Insurance Holding Company Category Fiscal 2018 Fiscal 2019 Fiscal 2020 Fiscal 2021 (Current fiscal year) millions of yen 157,816 148,467 185,846 175,519 190,425 180,347 205,479 193,794 139,613 167,173 172,114 187,318 8,853 144,494 ¥124.84 8,346 87,126 ¥76.65 8,232 6,475 216,513 ¥193.80 167,237 ¥156.53 millions of yen 1,708,202 1,698,789 1,896,259 1,868,818 1,515,267 1,469,122 1,301,162 1,230,769 Operating revenues Dividend income Subsidiaries, etc. engaging in insurance business Other subsidiaries, etc. Net income for the year Net income per share Total assets Shares, etc. of subsidiaries, etc. engaging in insurance business Shares, etc. of other subsidiaries, etc. 123,263 65,774 356,815 526,815 (Note) Dai-ichi Life International Holdings LLC, which was established in fiscal 2020, is included in “other subsidiaries, etc.,” as it does not fall under “subsidiaries, etc. engaging in insurance business.” – 3 – Principal Offices of the Corporate Group [The Company] Company name Office name Location Head Office Chiyoda-ku, Tokyo Dai-ichi Life Holdings, Inc. [Subsidiaries, etc.] Sector Company name Office name Location Domestic life insurance business Overseas insurance business The Dai-ichi Life Insurance Company, Limited The Dai-ichi Frontier Life Insurance Co., Ltd. The Neo First Life Insurance Company, Limited Head Office Head Office Head Office Protective Life Corporation Head Office Chiyoda-ku, Tokyo Shinagawa -ku, Tokyo Shinagawa-ku, Tokyo Birmingham, U.S.A. TAL Dai-ichi Life Australia Pty Ltd Dai-ichi Life Insurance Company of Vietnam, Limited Dai-ichi Life Insurance (Cambodia) PLC. Dai-ichi Life Insurance Myanmar Ltd. Dai-ichi Life Reinsurance Bermuda Ltd. Head Office Sydney, Australia Head Office Head Office Head Office Head Office Ho Chi Minh, Vietnam Phnom Penh, Cambodia Yangon, Myanmar British Overseas Territory, Bermuda Date of establishment September 15, 1902 Date of establishment April 1, 2016 December 1, 2006 April 23, 1999 July 24, 1907 March 25, 2011 January 18, 2007 March 14, 2018 May 17, 2019 September 25, 2020 (Note 1) The above table includes the Company and its major consolidated subsidiaries, etc. (Note 2) The “Date of establishment” represents the dates on which the companies were founded. Employees of the Corporate Group Sector Domestic life insurance business Overseas insurance business Other businesses Total Previous fiscal Current fiscal year-end year-end 56,502 7,595 726 64,823 53,177 8,304 815 62,296 (Note) The above table includes the Company and its consolidated subsidiaries, etc. Change Number of persons (3,325) 709 89 (2,527) – 4 – Stock Acquisition Rights, etc. (1) Stock Acquisition Rights, etc. of the Insurance Holding Company Held by the Directors and the Audit & Supervisory Committee Members of the Insurance Holding Company at the Current Fiscal Year-End Classification Series rights shares to be Exercise period Number of holders Number of stock acquisition Class and number of (payment issued upon amount per exercise share) Value of assets to be contributed upon exercise 1st Series of Stock Acquisition Rights of The Dai-ichi Life 190 32,000 shares of common Insurance Company, (¥88,521) (100 shares per The Dai-ichi Life 434 Insurance Company, (¥76,638) (100 shares per The Dai-ichi Life 255 Insurance Company, (¥130,030) (100 shares per From August 17, 2011 to August 16, 2 persons 2041 From August 17, 2012 to August 16, 3 persons 2042 From August 17, 2013 to August 16, 3 persons 2043 The Dai-ichi Life 281 Insurance Company, (¥136,600) (100 shares per ¥1 per share 2014 to August 18, 4 persons From August 19, 2044 The Dai-ichi Life 207 Insurance Company, (¥231,800) (100 shares per From August 18, 2015 to August 17, 5 persons 2045 (¥134,400) (100 shares per 195 181 (¥156,800) (100 shares per acquisition right) From October 19, 2016 to October 18, 5 persons 2046 From August 25, 2017 to August 24, 4 persons 2047 Limited Issued in August 2011 2nd Series of Stock Acquisition Rights of Limited Issued in August 2012 3rd Series of Stock Acquisition Rights of Limited Issued in August 2013 4th Series of Stock Acquisition Rights of Limited Issued in August 2014 5th Series of Stock Acquisition Rights of Limited Issued in August 2015 1st Series of Stock Acquisition Rights of Dai-ichi Life Holdings, Inc. Issued in October 2016 2nd Series of Stock Acquisition Rights of Dai-ichi Life Holdings, Inc. Issued in August 2017 Directors (excluding directors serving as Audit & Supervisory Committee members and Outside Directors) acquisition right) 67,100 shares of common acquisition right) 39,400 shares of common acquisition right) 42,600 shares of common acquisition right) 31,600 shares of common acquisition right) 31,600 shares of common acquisition right) 25,800 shares of common stock stock stock stock stock stock stock stock stock stock stock stock stock stock – 5 – Classification Series rights shares to be Exercise period Number of holders Number of stock acquisition Class and number of (payment issued upon amount per exercise Value of assets to be contributed upon exercise 1st Series of Stock Acquisition Rights of The Dai-ichi Life Insurance Company, Limited Issued in August 2011 2nd Series of Stock Acquisition Rights of The Dai-ichi Life Insurance Company, Limited Issued in August 2012 3rd Series of Stock Acquisition Rights of The Dai-ichi Life Insurance Company, Limited Issued in August 2013 4th Series of Stock Acquisition Rights of The Dai-ichi Life Insurance Company, Limited Issued in August 2014 5th Series of Stock Acquisition Rights of The Dai-ichi Life Insurance Company, Limited Issued in August 2015 share) 48 (¥88,521) 88 (¥76,638) 63 (¥130,030) 60 (¥136,600) 34 (¥231,800) 4,800 shares of common stock (100 shares per stock acquisition right) 8,800 shares of common stock (100 shares per stock acquisition right) 6,300 shares of common stock (100 shares per stock acquisition right) 6,000 shares of common stock (100 shares per stock acquisition right) 3,400 shares of common stock (100 shares per stock acquisition right) ¥1 per share 1 person From August 17, 2013 to August 16, 2043 From August 17, 2011 to August 16, 2041 1 person From August 17, 2012 to August 16, 2042 1 person From August 19, 2014 to August 18, 2044 1 person From August 18, 2015 to August 17, 2045 1 person – – – – – – Directors serving as Audit & Supervisory Committee members Outside Directors (excluding directors serving as Audit & Supervisory Committee members) (Note 1) A person to whom stock acquisition rights are allotted (“Allottee”) may exercise stock acquisition rights only within 10 days from the day immediately following the date on which he/she loses status as both a director (except Audit & Supervisory Committee members) and an executive officer of the Company, as both a director and an executive officer of The Dai-ichi Life Insurance Company, Limited, as both a director and an executive officer of The Dai-ichi Frontier Life Insurance Co., Ltd., and as both a director and an executive officer of The Neo First Life Insurance Company, Limited. Upon the death of an Allottee, the heir(s) of such Allottee may succeed to and exercise any stock acquisition rights which have not been exercised as of the date of occurrence of any event constituting grounds for inheritance. However, matters such as conditions for the exercise of stock acquisition rights and the procedure for such exercise will be in accordance with the provisions of the stock acquisition right allotment agreement executed between the Company and each Allottee pursuant to any relevant resolution of the Board of Directors of the Company. Each Allottee must collectively exercise all of the stock acquisition rights allotted to the Allottee (or, if the Allottee has relinquished any stock acquisition right, then the stock acquisition rights remaining after such relinquishment) and may not exercise only a part thereof. An Allottee may not partly exercise any single stock acquisition right. Other conditions for the exercise of stock acquisition rights shall be stipulated in a stock acquisition rights allotment agreement to be concluded between the Company and the Allottee, based on resolutions of the Board of Directors of the Company. (Note 2) With regard to the number of stock acquisition rights, etc. for directors serving as Audit & Supervisory Committee members, all of the stock acquisition rights were allotted to the directors of the former Dai-ichi Life before the shift to a holding company structure. – 6 – (2) Stock Acquisition Rights, etc. of the Insurance Holding Company Allotted to Employees during theCurrent Fiscal YearNot applicable- 7 -Independent Auditor (1) Independent AuditorKPMG AZSA LLC Yutaka Terasawa, Designated Limited Liability Partner Takanobu Miwa, Designated Limited Liability Partner Hatsumi Fujiwara, Designated Limited Liability Partner Name Remuneration for the current fiscal year Other ¥88 million- Based on the “Practical Guidance forCooperation with Accounting Auditors” publishedby the Japan Audit and Supervisory BoardMembers Association, the Audit & SupervisoryCommittee has duly examined whether or not thecontents of the Independent Auditor’s auditingplans, the status of the performance of dutiesregarding accounting audits, the basis forcalculating the estimated remuneration, etc. areappropriate, and has given its consent to theamount of remuneration for the IndependentAuditor as set forth in Article 399, Paragraph 1 ofthe Companies Act.- Services other than those provided in Article 2,Paragraph 1 of the Certified Public AccountantsAct (non-auditing services) include “advisoryservice relating to accounting standards,” etc.(Note 1) Given that the audit engagement agreement between the Company and the Independent Auditor does not clearly differentiate the amount of audit fees payable under the Companies Act from the amount of audit fees payable under the Financial Instruments and Exchange Act, remuneration for the current fiscal year is an aggregate of both amounts. (Note 2) The total amount of monetary and other financial benefits payable to the Independent Auditor by the Company and its subsidiaries, etc. was 335 million yen. (2) Liability Limitation Agreement and Indemnity AgreementNot applicable(3) Other Matters concerning Independent Auditor(i)(ii)(Policy for Determining the Dismissal or Non-reappointment of the Independent Auditor) If any of thecauses provided in the Items of Article 340, Paragraph 1 of the Companies Act shall occur and all Audit &Supervisory Committee members approve, the Audit & Supervisory Committee may dismiss theIndependent Auditor. Further, if the Audit & Supervisory Committee has checked the eligibility of theIndependent Auditor, the appropriateness of the auditing plans, and the status of the implementation ofaudits, etc. in accordance with the policy for determining the election or dismissal of Independent Auditorstipulated by the Audit & Supervisory Committee, and has accordingly deemed that it would be difficult forthe Independent Auditor to perform its duties in a fair and appropriate manner, or has otherwise judgedthere to be appropriate reasons, the Audit & Supervisory Committee will resolve the content of a proposalfor the dismissal or non-reappointment of the Independent Auditor to be submitted to the general meetingof shareholders.The following companies (significant subsidiaries of the Company, etc.) are audited by audit corporationsother than the Independent Auditor of the Company: Protective Life Corporation and the subsidiaries, etc.affiliated therewith; TAL Dai-ichi Life Australia Pty Ltd and subsidiaries, etc. affiliated therewith; Dai-ichiLife Insurance Company of Vietnam, Limited and subsidiaries, etc. affiliated therewith; Dai-ichi LifeInsurance (Cambodia) PLC.; Dai-ichi Life Insurance Myanmar Ltd.; and Dai-ichi Life Reinsurance BermudaLtd.Basic Policy on the Composition of Persons to Control Decision-Making over the Financial and Business Policies Not applicable – 8 – System for Ensuring Appropriate Operations As a step to develop the Group’s system for ensuring appropriate operations, the Board of Directors adopted a resolution to institute the Internal Control Policy for the Dai-ichi Life Group as of April 1, 2021, a summary of which is given below along with the implementation status of the internal control system. Dai-ichi Life Holdings, Inc. (hereinafter “the Company”) shall establish Internal Control Policy for the Dai-ichi Life Group (comprising the Company and all of its subsidiaries and associated companies; “the Group”) to define the general principle for establishment and operation of internal control system and framework of the Group in order to ensure effectiveness and efficiency of operation, and maintain and enhance its Group value. 1. System for Ensuring Proper Operations within the Group The Company shall implement and manage systems for ensuring proper operations within the Group. (1) The Company shall conduct business supervision of the Group companies in principle, based on the supervision category stipulated in the Business Supervision Regulations, according to individual Group companies’ business specifics, size and importance in the Group’s management strategy. (2) The Company shall establish basic policies for maintaining and operating the Group internal control system, make these policies known to the Group companies and shall have each Group company establish its own basic policies conforming to its business characteristics. (3) The Company shall establish rules for prior approval by the Company and reporting of the Group companies’ important matters which affect the Group as a whole to the Company. (4) The Company shall establish the Group’s basic policies for management of intra-group transactions, collaborative operations and the equivalent and implement their management. 2. System for Ensuring Execution of Professional Duties in Accordance with Applicable Laws, Regulations and the Articles of Incorporation The Company shall implement and manage systems for ensuring the execution of professional duties in accordance with applicable laws, regulations and the Articles of Incorporation, etc. (1) The Company shall establish a department supervising the Group compliance. (2) The Company shall establish the Group’s basic policies and implement systems for Group compliance. (3) The Company shall have each Group company implement compliance systems and shall establish rules for prior approval by the Company and reporting of important compliance systems and misconducts by the Group companies to the Company. (4) The Company shall report the operation status of the Group’s compliance systems to the board of directors or equivalent organization to the board of directors. (5) The Company shall establish the Group’s basic policies for conflict of interest management and (6) The Company shall establish the Group’s basic policies and implement systems for the protection of implement systems for such transactions. information assets. (7) The Company shall establish a department managing Group’s actions against anti-social forces. (8) The Company shall establish the Group’s basic policies for actions against anti-social forces and implement systems for such actions, and act as an organization against anti-social forces to break relationships with anti-social forces and take proper action towards unreasonable request from anti-social forces, collaborating with outside specialist bodies – 9 – 3. System for Risk Management The Company shall implement and manage systems to conduct Group’s risk management. (1) The Company shall establish a department supervising the Group’s risk management and comprehensively assess and measure various risks to be controlled. (2) The Company shall establish the Group’s basic policies and implement systems for risk management. (3) The Company shall have each Group company implement risk management systems and shall establish rules for prior approval by the Company and reporting for important risk management systems and risk events by the Group companies to the Company. (4) The Company shall report the operation status of the Group’s risk management systems to the board of directors or equivalent organization to Board of Directors. (5) The Company shall establish the Group’s basic policies and implement systems for crisis management. 4. System for Ensuring Efficient Execution of Professional Duties The Company shall implement systems for ensuring efficient execution of professional duties. (1) The Company shall formulate a medium-term management plan of the Group and evaluate its progress appropriately. (2) The Company shall construct an appropriate organizational structure, regulate division of responsibilities and authorities, and appropriately use and control its IT systems. (3) The Company shall establish an Executive Management Board which discusses important management and executive issues. 5. System for Ensuring Appropriateness and Reliability of Financial Reporting The Company shall formulate the Internal Control over Financial Reporting Policy for the Dai-ichi Life Group and implement systems for ensuring the appropriateness and reliability of consolidated financial reporting. 6. System for Preserving and Managing Information Concerning Execution of Directors’ and Executive Officers’ Duties To preserve and manage information concerning the execution of directors’ and executive officers’ duties, the Company shall establish systems necessary for preserving information relating the execution of duties by the directors and executive officers, such as minutes of important meetings and written approvals containing material information. 7. Systems for Ensuring Effective Internal Audits The Company shall establish a department, independent from other business operations, to supervise the Group’s internal audits, and establish basic policies and implement systems for the Group’s internal audits. 8. Systems for the Execution of Duties of the Audit & Supervisory Committee (1) The Company shall establish systems concerning directors and employees with duties to assist the Audit & Supervisory Committee as set out below. a. An office of the Audit & Supervisory Committee shall be set up and employees with duties to assist it shall be appointed. b. With respect to personnel transfer, evaluation and others for these employees, their independence from directors shall be ensured through deliberations with the Audit & Supervisory Committee. c. These employees shall engage in duties that they have been instructed to perform by the Audit & Supervisory Committee and in assist with work that is necessary for audits. They are authorized to collect necessary information. – 10 – (2) The Company shall establish systems for reporting to the Audit & Supervisory Committee as set out below. a. In the event of any act that violates any law, ordinance, the Articles of Incorporation or other rules or any event that causes or may cause severe damage to the Company, any director, executive officer or employee shall deliver a timely and appropriate report to the Audit & Supervisory Committee. b. In the event of any act that violates any law, ordinance, the Articles of Incorporation or other rules at any Group company or any event that causes or may cause severe damage to the Group company, any director, Audit & Supervisory Board member, executive officer or employee of the Group company or anyone notified by any of them shall deliver a timely and appropriate report to the Audit & Supervisory Committee. c. The Company shall establish a system that prevents the delivery of any report to the Audit & Supervisory Committee pursuant to a. or b. from receiving any disadvantageous treatment for reason of the report. (3) The Company, upon request from the Audit & Supervisory Committee, shall establish systems for ensuring effectiveness of audits conducted by the Audit & Supervisory Committee, based on Audit & Supervision Policy and Audit & Supervisory Committee Regulation as set out below. a. Directors, executive officers and employees shall establish a system for ensuring close cooperation between the Audit & Supervisory Committee and the department in charge of internal audit or the departments in charge of internal control within the Company as well as auditors and the departments in charge of internal audit or the departments in charge of internal control of the Group companies. b. Directors, executive officers and employees shall establish a system under which a member of the Audit & Supervisory Committee may attend and make comments at any Board of Directors meeting or other important meeting of a Group company. c. Directors, executive officers and employees shall establish a system that allows Audit & Supervisory Committee member to have access to the minutes of any important meeting at a Group company or any decision document on which directors and executive officers have made a decision or any equivalent document. d. Directors, executive officers and employees shall report the matters relating to business execution and establish a system for proper reporting from any director, Audit & Supervisory Board member, executive officer or employee of a Group company to the Audit & Supervisory Committee. e. The Company may not reject any claim for predetermined expenses requisite for any member of the Audit & Supervisory Committee to carry out his or her duties except where the expenses associated with the claim are deemed unnecessary to the execution of duties of the member of the Audit & Supervisory Committee. This Basic Policy shall be established and revised for each fiscal year by the Board of Directors. It shall be appropriately revised in accordance with environmental changes and other events. However, if the revision is minor, the executive officer in charge of the Corporate Planning Unit shall make 9. Establishment and Revision the decision. – 11 – Items 1. Internal Control in General 2. System for Ensuring Proper Operations within the Group Execution of Professional Duties in Accordance with Applicable Laws, Regulations and the Articles of Incorporation Implementation Status of Internal Control System Dai-ichi Life Holdings, Inc. (hereinafter “the Company”) has established the Internal Control Policy for the Dai-ichi Life Group and works on the establishment and operation of internal control system and framework of the Group in order to ensure effectiveness and efficiency of operation, and maintain and enhance its Group value. In order to ensure appropriate operations within the Group, the Company has set the supervision category for Group companies according to individual Group companies’ business specifics, size and importance in the Group’s management strategy. It conducts business supervision pursuant to global services agreements, etc. concluded with each of the Group companies. The Company has established basic policies for the Dai-ichi Life Group for important matters such as compliance and risk management in order to maintain and operate the Group internal control system, and makes these policies known to the Group companies. In addition, the Company has established and operated rules for prior approval by the Company of the Group companies’ important matters which affect the Group as a whole pursuant to global services agreements, etc. Based on Internal Control Policy for the Dai-ichi Life Group, matters such as the basic approach to the promotion of group compliance are outlined in Basic Compliance Policy for the Dai-ichi Life Group, and specific approval and reporting systems as well as the management method are outlined in Compliance Regulations for the Dai-ichi Life Group. With regard to the protection of information property, the Policy on Group Information Safekeeping stipulates the philosophies underlying the safekeeping of group information, and the Rules on Group Information Safekeeping stipulates more specific approval and reporting systems and other management practices. In order to deal with the increasing ingenuity of cyber-attacks, the Company has set out Cybersecurity Policy for Dai-ichi Life Group, Group Rules for Cybersecurity, and Group Rules for Handling Cyber Incidents. In the fiscal year ended March 31, 2022, the Company has confirmed that Dai-ichi Life and others have worked to strengthen internal data management, including the establishment of a database in preparation for the enforcement of the amended Act on the Protection of Personal Information. 3. System for Ensuring (1) Compliance Policies and Regulations – 12 – Items Implementation Status of Internal Control System (2) Risk-based Compliance Promotion The Company has established a system to ensure that the professional duties of directors, executive officers and employees are executed in accordance with applicable laws, regulations and the Articles of Incorporation. In order to precisely grasp important risks and potential conduct risks related to compliance in response to changes in the social environment and other factors, the Company maintains an appropriate risk-based management system with a forward-looking perspective. The Company has established a system whereby a Legal and Compliance Unit supervises matters related to Group compliance. The Legal and Compliance Unit establishes the Policy on Group Compliance Promotion Initiatives to provide guidance on initiatives for each Group company and monitors the status of compliance promotion, primarily regarding focal issues set by each Group company In the fiscal year ended March 31, 2022, in developing the CX design strategy in the domestic life insurance business, the Company has confirmed that a compliance system including ensuring that sales staff are thoroughly in compliance with compliance requirements has been developed, as a response to possible risks in activities other than insurance solicitation, such as the expansion and provision of quality of life (QOL) services. In addition, the Legal and Compliance Unit has established a system whereby it reports to the Board of Directors, President, Executive Management Board, Audit & Supervisory Committee, etc., of problems and events that occur according to their significance. In addition, the Company has established a Group Compliance Committee as an organ to discuss important matters related to the development and promotion of a system for Group compliance and has in place a system to enable the management to proactively practice the PDCA cycle. improvement measures aimed at eliminating In the fiscal year ended March 31, 2022, the Quality Improvement Headquarters, which was established in response to the incident of improper acquisition of money by employees and former employees of Dai-ichi Life, has played a central role in implementing various financial misconducts, and thus the Company has monitored the status of their implementation. Furthermore, the Company has established a GITF (Group Initiative Taskforce) as a scheme whereby a person in charge of compliance in each Group company participates and conducts discussions. The GITF works to enhance the Group’s framework through deliberations toward solving issues that the Group faces and shared initiatives at each Group company. (3) Initiatives Toward More Sophisticated Systems in Each Group Company The Legal and Compliance Unit offers instructions and support to each Group company to ensure more sophisticated compliance systems as well as improved awareness of compliance and enriched education and training. In addition, considering the risk that the relevant laws and regulations of foreign countries will be applied to areas beyond their jurisdiction as a result of global business development, the Company makes efforts to prevent money laundering and the financing of terrorism, prevent bribery and corruption, and strengthen a system for personal information protection. (4) Operation of Whistle-blowing System Furthermore, the Company has established a whistleblowing desk whereby the officers, employees, etc. of each Group company can directly report and consult on compliance matters including illegal activity. The Company has also set up outside contact points (offices of external lawyers) independent from management and has developed a system whereby matters are reported to management members according to their significance. (5) Handling of Antisocial Forces With regard to the handling of antisocial forces, the Group Basic Policy on Handling of Antisocial Forces stipulates basic approaches and policies to halt the development of any relationships with antisocial forces in order to prevent any damage, and the Group Antisocial Forces Handling Regulations stipulates specific managerial methods, etc. The Company has designated the General Affairs Unit to be in charge of establishing systems to block the development of any relationships with antisocial forces or to prevent damage that may occur, taking into account the attributes of each company. Regular reporting is conducted to the Board of Directors and the Executive Management Board concerning the handling status of efforts to sever ties with antisocial forces. – 13 – Items 4. System for Risk Management 5. System for Ensuring Efficient Execution of Professional Duties 6. System for Ensuring Appropriateness and Reliability of Financial Reporting 7. System for Preserving and Managing Information Concerning Execution of Directors’ and Executive Officers’ Duties 8. System for Ensuring Effective Internal Audits Implementation Status of Internal Control System (1) Risk Management Policies and Regulations Based on the Internal Control Policy for the Dai-ichi Life Group, the Risk Management Policy for the Dai-ichi Life Group stipulates basic matters regarding Group risk management such as the processes undertaken for each type of risk, and the Risk Management Regulations for the Dai-ichi Life Group stipulate specific approval and reporting systems and managerial methods when implementing Group risk management, including more detailed managerial methods. (2) Risk Management Initiatives The Risk Management Unit coordinates and implements group-wide policies for risk management. The Risk Management Unit also plays a central role in monitoring and controlling the status and integrity of risk management across the group. There is also a Group ERM Committee that sits regularly to monitor compliance status of risk management policy, and conduct studies aimed at improving how risk management is exercised. (3) Promotion of ERM The Risk Management Unit assesses the suitability of business plans, capital strategy, and similar formulated as part of ERM, and also seeks to improve group risk management through activities such as setting and managing margins for risk. The Company has formulated internal regulations related to decision-making, organization, and the division of responsibilities and authorities to ensure the efficient execution of professional duties by directors, executive officers and employees. The Company has also established an Executive Management Board which discusses important management and executive issues. The Company has also formulated a medium-term management plan for the Dai-ichi Life Group, and the Executive Management Board, etc. confirms and evaluates the performance of the plan. The Company has formulated the Internal Control over Financial Reporting Policy for the Dai-ichi Life Group, in accordance with the Internal Control Policy for the Dai-ichi Life Group, that stipulates basic matters regarding the establishment and operation of systems for ensuring the appropriateness and reliability of the Group’s financial reporting, whereby evaluating the effectiveness of internal controls, such as important processes related to financial reporting and the system for preparing financial reports. To preserve and manage information concerning the execution of directors’ and executive officers’ duties, the Company establishes internal regulations necessary for preserving information relating the execution of duties by the directors and executive officers, such as minutes of important meetings such as the Board of Directors and the Executive Management Board, and written approvals containing material information, and preserve and manage information accordingly. (1) Policies and Regulations, etc. Associated with Internal Audits Based on the Internal Control Policy for the Dai-ichi Life Group, the Company stipulates basic matters such as core philosophies for internal audits in the Internal Audit & Supervision Policy for the Dai-ichi Life Group. The Company also stipulates basic matters necessary for the smooth and effective implementation of internal audits for the Group in the Internal Audit Regulations for the Dai-ichi Life Group, Internal Audit Rules, and Internal Audit Work Regulations, respectively. (2) Initiatives for Internal Audits To ensure the financial soundness and appropriate business operations of the Group as a whole, internal audits are conducted to assure that internal control framework and activities of the Group are appropriate and effective. The Company has set up the Internal Audit Unit as an independent organization to ensure its effective checking function to other organizations. The Internal Audit Unit verifies and assesses the appropriateness and effectiveness of internal control framework and activities of the Group, identifies flaws, provides advice for improvement and reports to the President, Board of Directors, Executive Management Board, and Audit & Supervisory Committee on the results of internal audits. – 14 – Items 9. System for the Execution of Duties of the Audit & Supervisory Committee Implementation Status of Internal Control System Based on the Audit & Supervision Policy and the Audit & Supervisory Committee Regulations established by the Audit & Supervisory Committee, the Company has a system in place to ensure the effectiveness of audits by the Audit & Supervisory Committee as follows. 1) The Company has set up an office of the Audit & Supervisory Committee and appoints employees with duties to assist it. With respect to personnel transfer, evaluation and others for these employees, their independence from directors is ensured. These employees are authorized to collect information necessary for audit purpose under the supervision of the Audit & Supervisory Committee. 2) The Company adopts a whistle-blowing system in which the department in charge of internal control acts as the contact point. The operational status of said system is regularly reported to full-time Audit & Supervisory Committee members. The Company has established a system for a timely and appropriate report to the Audit & Supervisory Committee in the event of any act that violates any law, ordinance, the Articles of Incorporation or other rules or any event that causes or may cause severe damage to the Company or Group companies. 3) The Company has established a system whereby full-time Audit & Supervisory Committee members attend important meetings including meetings of the Executive Management Board, and verify the developmental and operational status of the internal control system. In addition, the Company has also established a system whereby matters for discussion from an auditing viewpoint are reported to full-time Audit & Supervisory Committee members or the Audit & Supervisory Committee to ensure the implementation of effective audits. 4) The Company has established a system whereby full-time Audit & Supervisory Committee members regularly hear opinions from directors, etc. to collect information while inviting directors, etc. to the meetings of the Audit & Supervisory Committee to exchange opinions. The Company has also established a system whereby full-time Audit & Supervisory Committee members work to ensure the effectiveness and efficiency of audits by close collaboration with departments in charge of internal control, internal audit and the Independent Auditor, etc. through regular collection of information and exchange of opinions. – 15 – Total book value of specified wholly owned subsidiaries at the Company and wholly owned subsidiaries, etc. Total amount of assets on the non-consolidated balance sheet of the Company ¥380,000 million ¥1,868,818 million Specified Wholly Owned Subsidiaries Name Location The Dai-ichi Life Insurance Company, Limited 13-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo Transactions with the Parent Company Not applicable Accounting Advisor Not applicable Others Not applicable – 16 – Consolidated Statement of Changes in Net Assets for the Fiscal Year Ended March 31, 2022 Shareholders’ equity Capital stock Capital surplus Retained earnings Treasury stock (Unit: million yen) Total shareholders’ equity Balance at the beginning of the year 343,732 330,065 1,375,805 (155,959) 1,893,643 Changes for the year Issuance of new shares Dividends Net income attributable to shareholders of parent company Purchase of treasury stock Disposal of treasury stock Cancellation of treasury stock Transfer from reserve for land revaluation Others Net changes of items other than shareholders’ equity 194 194 (68,833) 409,353 (38,695) 182 Transfer from retained earnings to capital surplus 342,979 (342,979) (199,999) (199,999) (104) (342,874) 365 342,874 Total changes for the year Balance at the end of the year 194 194 (40,971) 143,241 102,658 343,926 330,259 1,334,834 (12,718) 1,996,301 Accumulated other comprehensive income (Unit: million yen) Net unrealized gains (losses) on securities, net of tax Deferred hedge gains (losses) Reserve for land revaluation Foreign currency translation adjustments Accumulated remeasurements of defined benefit plans Total accumulated other comprehensive income Balance at the beginning of the year 3,056,350 (2,916) (22,026) (108,830) (10,012) 2,912,564 Changes for the year Issuance of new shares Dividends Net income attributable to shareholders of parent company Purchase of treasury stock Disposal of treasury stock Cancellation of treasury stock Transfer from retained earnings to capital surplus Transfer from reserve for land revaluation Others Net changes of items other than shareholders’ equity (658,381) (12,615) 38,669 113,062 18,210 (501,053) Total changes for the year (658,381) (12,615) 38,669 113,062 18,210 (501,053) Balance at the end of the year 2,397,969 (15,532) 16,643 4,232 8,197 2,411,510 389 (68,833) 409,353 261 – – 182 (38,695) – 17 – Balance at the beginning of the year 920 4,807,129 Subscription rights to shares Total net assets (Unit: million yen) Changes for the year Issuance of new shares Dividends Net income attributable to shareholders of parent company Purchase of treasury stock Disposal of treasury stock Cancellation of treasury stock Transfer from retained earnings to capital surplus Transfer from reserve for land revaluation Others Net changes of items other than shareholders’ equity Total changes for the year Balance at the end of the year (225) (225) 694 389 (68,833) 409,353 (199,999) 261 – – 182 (38,695) (501,279) (398,621) 4,408,507 – 18 – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEAR ENDED MARCH 31, 2022 (GUIDELINES FOR PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS) 1. Scope of Consolidation (1) Number of consolidated subsidiaries as of March 31, 2022: 75 The consolidated financial statements include the accounts of Dai-ichi Life Holdings, Inc. (the “Company”) and its consolidated subsidiaries (collectively, “the Group”), including The Dai-ichi Life Insurance Company, Limited (“DL”), The Dai-ichi Frontier Life Insurance Co., Ltd. (“DFLI”), The Neo First Life Insurance Company, Limited (“Neo First Life”), Dai-ichi Life Insurance Company of Vietnam, Limited (“DLVN”), TAL Dai-ichi Life Australia Pty Ltd (“TDLA”), Protective Life Corporation (“Protective Life”), Dai-ichi Life Insurance (Cambodia) PLC., Dai-ichi Life Insurance Myanmar Ltd., Dai-ichi Life Reinsurance Bermuda Ltd. (“DLRe”) and Dai-ichi Life International Holdings LLC (“DLIHD”). (2) Number of non-consolidated subsidiaries as of March 31, 2022: 35 The main subsidiaries that are not consolidated for the purposes of financial reporting are The Dai-ichi Life Information Systems Co., Ltd., THE DAI-ICHI BUILDING CO., LTD. and First U Anonymous Association. The thirty-five non-consolidated subsidiaries as of March 31, 2022 had, individually and in the aggregate, a minimal impact on the consolidated financial statements in terms of total assets, sales, net income (loss) (amount corresponding to equity interest), retained earnings (amount corresponding to equity interest), cash flows, and others. 2. Application of the Equity Method (1) Number of non-consolidated subsidiaries under the equity method as of March 31, 2022: 0 (2) The number of affiliated companies under the equity method as of March 31, 2022: 22 The affiliated companies included Asset Management One Co., Ltd., Corporate-pension Business Service Co., Ltd., Japan Excellent Asset Management Co., Ltd., OCEAN LIFE INSURANCE PUBLIC COMPANY LIMITED, Star Union Dai-ichi Life Insurance Company Limited and PT Panin Internasional. Effective the fiscal year ended March 31, 2022, one affiliated company of Asset Management One Co., Ltd. was included in the scope of the equity method as it had become an affiliated company of the Company. (3) The non-consolidated subsidiaries (The Dai-ichi Life Information Systems Co., Ltd., THE DAI-ICHI BUILDING CO., LTD. and First U Anonymous Association and others), as well as affiliated companies (Mizuho-DL Financial Technology Co., Ltd., NIHONBUSSAN Corporation, and others) were not accounted for under the equity method. These companies had, individually and in the aggregate, a minimal impact on the consolidated financial statements, in terms of the net income (loss) (amount corresponding to equity interest), retained earnings (amount corresponding to equity interest) and others. 3. Year-end Dates of Consolidated Subsidiaries Among the consolidated subsidiaries, the closing dates of consolidated overseas subsidiaries are December 31 or March 31. In preparing the consolidated financial statements, the financial statements as of these dates are used, and necessary adjustments are made when significant transactions take place between these dates and the account closing date of the consolidated financial statements. 4. Amortization of Goodwill Goodwill is amortized over an effective period up to 20 years under the straight-line method. The entire amount is expensed as incurred if the amount is immaterial. – 19 – (NOTES TO THE CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2022) 1. Valuation Methods of Securities Securities held by the Company and its consolidated subsidiaries including cash and deposits and monetary claims bought which are equivalent to marketable securities, and marketable securities managed as trust assets in money held in trust, are carried as explained below: The amortization of premiums and accretion of discounts is calculated by the straight-line method. (1) Trading Securities Trading securities are carried at fair value with cost determined by the moving average method. (2) Held-to-maturity Bonds Held-to-maturity bonds are stated at amortized cost determined by the moving average method. (3) Policy-reserve-matching Bonds (in accordance with the Industry Audit Committee Report No. 21 “Temporary Treatment of Accounting and Auditing Concerning Policy-reserve-matching Bonds in the Insurance Industry” issued by the Japanese Institute of Certified Public Accountants (JICPA)) Policy-reserve-matching bonds are stated at amortized cost determined by the moving average method. (4) Stocks of Non-consolidated Subsidiaries and Affiliated Companies Not Accounted for under the Equity Method Stocks of non-consolidated subsidiaries and affiliated companies not accounted for under the equity method are stated at cost determined by the moving average method. (5) Available-for-sale Securities a) Available-for-sale Securities other than Stocks with no Market Price, etc. Available-for-sale securities other than stocks with no market price, etc., are valued at fair value at the end of the fiscal year, with cost determined by the moving average method. b) Stocks with no Market Price, etc. Stocks with no market price, etc., are valued at cost determined by the moving average method. Net unrealized gains or losses on these available-for-sale securities are presented as a separate component of net assets and not in the consolidated statement of earnings. Securities held by certain consolidated overseas subsidiaries are stated at cost determined by the first-in first-out. 2. Risk Management Policy of Policy-Reserve-Matching Bonds Certain domestic consolidated subsidiaries categorize their insurance products into sub-groups by the attributes of each product and, in order to manage risks properly, formulate their policies on investments and resource allocation based on the balance of the sub-groups. Moreover, they periodically check that the duration gap between policy-reserve-matching bonds and policy reserves stays within a certain range. The sub-groups of insurance products of DL are: a) individual life insurance and annuities, b) non-participating single premium whole life insurance (without duty of medical disclosure), c) d) group annuities, financial insurance and annuities, and with the exception of certain types. The sub-groups of insurance products of DFLI are: a) b) individual life insurance and annuities (yen-denominated), and individual life insurance and annuities (U.S. dollar-denominated), with the exception of certain types and contracts. Effective the fiscal year ended March 31, 2022, DFLI discontinued the sub-group of “individual life insurance and annuities (New Zealand dollar-denominated),” and policy-reserve-matching bonds held in this sub-group were reclassified into available-for-sale securities. This is mainly due to the fact that the significance of reflecting the actual situation of interest rate risk management using asset-liability matching in the financial statements has diminished given a decrease in the balance of policy reserves balance and shorter durations for this sub-group. The impact of this change on the consolidated financial statements is immaterial. 3. Valuation Method of Derivative Transactions Derivative transactions are reported at fair value. – 20 – 4. Revaluation of Land Based on the “Act on Revaluation of Land” (Act No. 34, March 31, 1998), land for business use was revalued. The difference between the fair value and book value resulting from the revaluation, net of related deferred taxes, is recorded as a reserve for land revaluation as a separate component of net assets and the related deferred tax liability is recorded as deferred tax liabilities for land revaluation. (1) Date of revaluation: March 31, 2001 (2) Method stipulated in Article 3, Paragraph 3 of the Act on Revaluation of Land: The fair value was determined based on the appraisal value publicly announced for tax assessment purposes with certain reasonable adjustments in accordance with Articles 2-1 and 2-4 of the Enforcement Ordinance of the Act on Revaluation of Land (Publicly Issue Cabinet Order No. 119, March 31, 1998). 5. Depreciation of Depreciable Assets (1) Depreciation of Tangible Fixed Assets Excluding Leased Assets Depreciation of tangible fixed assets excluding leased assets of the Company and its domestic consolidated subsidiaries is calculated by the declining balance method (the depreciation of buildings (other than facilities attached to buildings and structures that were acquired on or before March 31, 2016) is calculated by the straight-line method). Estimated useful lives of major assets are as follows: Buildings Other tangible fixed assets two to sixty years two to twenty years Tangible fixed assets other than land and buildings that were acquired for ¥100,000 or more but less than ¥200,000 are depreciated at equal amounts over three years. With respect to tangible fixed assets that were acquired on or before March 31, 2007 and that were fully depreciated to their original depreciable limit, effective the fiscal year ended March 31, 2008, the remaining values are depreciated at equal amounts over five years from the following fiscal year of the year in which they reached the original depreciable limit. Depreciation of tangible fixed assets owned by consolidated overseas subsidiaries is primarily calculated by the straight-line method. (2) Amortization of Intangible Fixed Assets Excluding Leased Assets The Company and its consolidated subsidiaries use the straight-line method for amortization of intangible fixed assets excluding leased assets. Intangible fixed assets acquired through the acquisition, etc. of consolidated overseas subsidiaries are amortized over a period during which their effect is estimated to persist, in proportion to the manner in which their effect is realized. Software for internal use is amortized by the straight-line method based on the estimated useful lives of two to ten years. (3) Depreciation of Leased Assets Depreciation of leased assets with regard to finance leases whose ownership does not transfer to the lessees is computed under the straight-line method assuming zero salvage value and using the lease period as the useful life. (4) Accumulated Depreciation of Tangible Fixed Assets The amount of accumulated depreciation of tangible fixed assets as of March 31, 2022 was ¥632,076 million. 6. Translation of Assets and Liabilities Denominated in Foreign Currencies into Yen The Company and its domestic consolidated subsidiaries translate foreign currency-denominated assets and liabilities (excluding stocks of its non-consolidated subsidiaries and affiliated companies which are not accounted for under the equity method) into yen at the prevailing exchange rates at the end of the year. Stocks of non-consolidated subsidiaries and affiliated companies which are not accounted for under the equity method are translated into yen at the exchange rates on the dates of acquisition. Assets, liabilities, revenues, and expenses of the Company’s consolidated overseas subsidiaries are translated into yen at the exchange rates at the end of their fiscal year. Translation adjustments associated with the consolidated overseas subsidiaries are included in foreign currency translation adjustments in the net assets section of the consolidated balance sheet. For certain consolidated subsidiaries of the Company, changes in fair value of bonds included in foreign currency-denominated available-for-sale securities related to foreign currency-denominated insurance contracts are divided into two: changes in fair value due to changes in market prices in their original currencies are accounted for as “net unrealized gains (losses) on securities”, and the remaining changes are reported in “foreign exchange gains (losses)”. – 21 – 7. Reserve for Possible Loan Losses The reserve for possible loan losses of consolidated subsidiaries that operate a life insurance business in Japan is calculated based on the internal rules for self-assessment, write-offs, and reserves on assets. For loans to and claims on obligors that have already experienced bankruptcy, reorganization, or other formal legal failure (hereafter, “bankrupt obligors”) and loans to and claims on obligors that have suffered substantial business failure (hereafter, “substantially bankrupt obligors”), the reserve is calculated by deducting the estimated recoverable amount of the collateral or guarantees from the book value of the loans and claims after the direct write-off described below. For loans to and claims on obligors that have not yet suffered business failure but are considered highly likely to fail (hereafter, “obligors at risk of bankruptcy”), the reserve is calculated, taking into account a) the recoverable amount covered by the collateral or guarantees and b) an overall assessment of the obligor’s ability to repay. For other loans and claims, the reserve is calculated by multiplying the actual rate or other appropriate rate of losses during a certain period in the past by the amount of the loans and claims. For all loans and claims, the relevant department in each subsidiary performs an asset quality assessment based on the internal rules for self-assessment, and an independent audit department audits the result of the assessment. The above reserves are established based on the result of this assessment. For loans and claims to bankrupt and substantially bankrupt obligors, the unrecoverable amount is calculated by deducting the amount deemed recoverable from collateral and guarantees from the amount of the loans and claims and is directly written off from the amount of the loans and claims. The amount written off during the fiscal year ended March 31, 2022 was ¥1 million. For certain consolidated overseas subsidiaries, reserve for their estimate of contractual cash flows not expected to be collected is recognized for relevant claims on day one of the asset’s acquisition. 8. Reserve for Possible Investment Losses In order to provide for future investment losses, a reserve for possible investment losses is established for stocks with no market price, etc., and ownership stakes in partnerships, etc. It is calculated based on the internal rules for self-assessment, write-offs, and reserves on assets. 9. Reserve for Retirement Benefits of Directors, Executive Officers and Corporate Auditors For the reserve for retirement benefits of directors, executive officers and corporate auditors, an estimated amount for future payment in accordance with the internal policies of certain consolidated subsidiaries is provided. 10. Reserve for Possible Reimbursement of Prescribed Claims To prepare for the reimbursement of claims for which prescription periods had expired, an estimated amount for reserve for possible reimbursement of prescribed claims based on past reimbursement experience is provided. 11. Net Defined Benefit Liabilities For the net defined benefit liabilities, the amount is provided by deducting the pension assets from the projected benefit obligations based on the estimated amounts as of March 31, 2022. The accounting treatment for retirement benefits is as follows. (1) Allocation of Estimated Retirement Benefits In calculating the projected benefit obligations, the benefit formula basis is adopted to allocate estimated retirement benefit for the fiscal year ended March 31, 2022. (2) Amortization of Actuarial Differences and Past Service Cost Past service cost is amortized under the straight-line method through a certain period (seven years) within the employees’ average remaining service period as of the time of its occurrence. Actuarial differences are amortized under the straight-line method through a certain period (seven years) within the employees’ average remaining service period, starting from the following year. Certain consolidated overseas subsidiaries apply corridor approach. Certain consolidated overseas subsidiaries applied the simplified method in calculating projected benefit obligations. 12. Reserve for Price Fluctuations A reserve for price fluctuations is calculated based on the book value of stocks and other securities at the end of the year in accordance with the provisions of Article 115 of the Insurance Business Act. 13. Hedge Accounting (1) Methods for Hedge Accounting As for the Company and certain of its domestic consolidated subsidiaries, hedging transactions are accounted for in accordance with the “Accounting Standards for Financial Instruments” (ASBJ Statement No. 10 issued on March 10, 2008). Primarily, i) special hedge accounting and the deferral hedge method for interest rate swaps are used for cash flow hedges of certain loans, government and corporate bonds, loans payable and bonds payable; ii) the currency allotment method and the deferral hedge method using foreign currency swaps, foreign currency forward contracts and foreign currency-denominated monetary – 22 – claims are used for cash flow hedges against exchange rate fluctuations in certain foreign currency-denominated bonds, loans, loans payable and bonds payable and certain foreign currency-denominated term deposits and stocks (forecasted transaction); iii) the fair value hedge method using currency options and foreign currency forward contracts is used for hedges against exchange rate fluctuations in the value of certain foreign currency-denominated bonds; iv) the deferral hedge method for over-the-counter options on bonds is used for hedges against interest-rate fluctuations in certain foreign currency-denominated bonds; v) the deferral hedge method and fair value hedge method using equity options and equity forward contracts are used for hedges against price fluctuations in the value of certain domestic stocks and foreign currency-denominated stocks (forecasted transaction), and vi) the deferral hedge method using interest rate swaps is used for hedges against interest-rate fluctuations in certain insura