Dai ichi Life : Other Matters Subject to Measures for Electronic Provision for the Annual General Meeting of Shareholders for the 14th Fiscal Year (Matters Omitted in the Delivered Paper Copy)

Note: This 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.

Date of commencement of electronic provision: May 15, 2024

Other Matters Subject to Measures for Electronic Provision

for the Annual General Meeting of Shareholders for the 14th Fiscal Year

(Matters Omitted in the Delivered Paper Copy)

(from April 1, 2023 to March 31, 2024)

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
Share Warrant, 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	15
Transactions with the Parent Company	15
Accounting Advisor	15
Others	15
Consolidated Financial Statements
Consolidated Statement of Changes in Net Assets	16
Notes to the Consolidated Financial Statements	18
Non-Consolidated Financial Statements
Non-Consolidated Statement of Changes in Net Assets	54
Notes to the Non-Consolidated Financial Statements	55

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Assets and Income of the Corporate Group and Insurance Holding Company (the Company)

(1) Assets and income of the corporate group

				Fiscal 2023
Category	Fiscal 2020	Fiscal 2021	Fiscal 2022	(Current fiscal
				year)
				millions of yen
Consolidated ordinary	7,827,806	8,209,708	9,508,766	11,028,166
revenues
Consolidated ordinary
552,861	590,897	387,500	539,006
profit
Net Income attributable
			320,765
to shareholders of	363,777	409,353	173,735
parent company
Consolidated
1,143,981	(130,395)	(1,344,017)	1,425,209
comprehensive income
Consolidated total net
4,807,129	4,210,341	2,661,764	3,882,157
assets
Consolidated total
63,593,705	65,896,142	61,653,699	67,540,309
assets

(Note 1) In fiscal 2023, 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 and Protective Life Corporation, reflecting the effects of changes in the economic environment and other factors.

(Note 2) Effective from the beginning of fiscal 2023, certain consolidated foreign subsidiaries and affiliated companies have adopted the accounting standard "Insurance Contracts" (AASB No. 17) (NZ IFRS No. 17) issued by the Australian Accounting Standards Board and the New Zealand Accounting Standards Board. Accordingly, net assets and total assets for fiscal 2021 and figures for fiscal 2022 have been retroactively restated.

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(2) Assets and income of the Insurance Holding Company

						Fiscal 2023
		Category	Fiscal 2020	Fiscal 2021	Fiscal 2022	(Current fiscal
						year)
Operating revenues				millions of yen
			190,425	205,479	269,261	195,553
	Dividend income	180,347	193,794	255,392	179,259
		Subsidiaries, etc.
		engaging in	172,114	187,318	249,593	174,018
		insurance
		business
		Other	8,232	6,475	5,798	5,241
		subsidiaries, etc.
Net income for the year	216,513	167,237	249,633	174,396
Net income per share	¥193.80	¥156.53	¥245.71	¥179.24
Total assets				millions of yen
			1,896,259	1,868,818	2,017,358	2,366,425
	Shares, etc. of
	subsidiaries, etc.	1,301,162	1,230,769	683,337	641,455
	engaging in
	insurance business
	Shares, etc. of other	356,815	526,815	1,149,521	1,139,307
	subsidiaries, etc.

(Note) In fiscal 2022, "Shares, etc. of subsidiaries, etc. engaging in insurance business" decreased and "Shares, etc. of other subsidiaries, etc." increased, year on year, because shares of Protective Life Corporation were transferred to Dai-ichi Life International Holdings LLC.

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Principal Offices of the Corporate Group

[The Company]

	Company name	Office name	Location	Date of
	establishment
Dai-ichi Life Holdings, Inc.	Head Office	Chiyoda-ku,	September 15,
Tokyo	1902
[Subsidiaries, etc.]
Sector	Company name	Office name	Location	Date of
establishment
	The Dai-ichi Life Insurance	Head Office	Chiyoda-ku,	April 1, 2016
	Company, Limited	Tokyo
Domestic	The Dai-ichi Frontier Life	Head Office	Minato-ku, Tokyo	December 1,
insurance	Insurance Co., Ltd.			2006
business	The Neo First Life Insurance	Head Office	Shinagawa-ku,	April 23,
	Company, Limited	Tokyo	1999
	ipet Holdings, Inc.	Head Office	Koto-ku, Tokyo	October 1, 2020
	Protective Life Corporation	Head Office	Birmingham,	July 24,
	U.S.A.	1907
	TAL Dai-ichi Life Australia	Head Office	Sydney, Australia	March 25,
	Pty Ltd	2011
	Partners Group Holdings	Head Office	Auckland, New	August 23, 2010
	Limited	Zealand
Overseas
Dai-ichi Life Insurance	Head Office	Ho Chi Minh,	January 18,
insurance	Company of Vietnam, Limited	Vietnam	2007
business	Dai-ichi Life Insurance	Head Office	Phnom Penh,	March 14,
	(Cambodia) PLC.	Cambodia	2018
	Dai-ichi Life Insurance	Head Office	Yangon,	May 17, 2019
	Myanmar Ltd.	Myanmar
	Dai-ichi Life Reinsurance		British Overseas	September 25,
	Head Office	Territory,
	Bermuda Ltd.	2020
		Bermuda

(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	Previous fiscal	Current fiscal	Change
		year-end	year-end
					Number of persons
	Domestic insurance business	50,565	48,706	(1,859)
	Overseas insurance business	9,599	9,867	268
	Other businesses	833	922	89
		Total	60,997	59,495	(1,502)
(Note)	The above table includes the Company and its consolidated subsidiaries, etc.

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Share Warrant, etc.

1. Share warrant, 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

Number of

stock

Class and

Value of

acquisition

number of

assets to be

Number

Classification

Series

rights

shares to be

Exercise period

contributed

of holders

(payment

issued upon

upon exercise

amount per

exercise

share)

2nd Series of Stock

8,800 shares of

Acquisition Rights of

common stock

From August 17,

The Dai-ichi Life

88

(100 shares per

2012 to August 16,

1 person

Insurance Company,

(¥76,638)

stock

2042

Limited Issued in

acquisition right)

August 2012

3rd Series of Stock

5,200 shares of

Acquisition Rights of

common stock

From August 17,

The Dai-ichi Life

52

(100 shares per

2013 to August 16,

1 person

Insurance Company,

(¥130,030)

stock

2043

Limited Issued in

acquisition right)

August 2013

4th Series of Stock

8,700 shares of

Directors

Acquisition Rights of

common stock

From August 19,

(excluding

The Dai-ichi Life

87

(100 shares per

2014 to August 18,

2 persons

directors serving

Insurance Company,

(¥136,600)

stock

2044

as Audit &

Limited Issued in

acquisition right)

Supervisory

August 2014

¥1 per share

Committee

5th Series of Stock

9,000 shares of

members and

Acquisition Rights of

common stock

From August 18,

Outside

The Dai-ichi Life

90

(100 shares per

2015 to August 17,

3 persons

Directors)

Insurance Company,

(¥231,800)

stock

2045

Limited Issued in

acquisition right)

August 2015

1st Series of Stock

7,900 shares of

Acquisition Rights of

79

common stock

From October 19,

Dai-ichi Life Holdings,

(100 shares per

2016 to October 18,

3 persons

(¥134,400)

Inc. Issued in October

stock

2046

2016

acquisition right)

2nd Series of Stock

12,100 shares

of common

Acquisition Rights of

From August 25,

121

stock

Dai-ichi Life Holdings,

2017 to August 24,

3 persons

(¥156,800)

(100 shares per

Inc. Issued in August

2047

stock

2017

acquisition right)

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

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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.

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1. Share Warrant, etc. of the Insurance Holding Company Allotted to Employees during the Current Fiscal Year

Not applicable

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Independent Auditor

(1) Independent Auditor

Name	Remuneration for	Other
the current fiscal year
		- Based on the "Practical Guidance for
KPMG AZSA LLC		Cooperation with Accounting Auditors" published
		by the Japan Audit and Supervisory Board
Yutaka Terasawa,		Members Association, the Audit & Supervisory
Designated Limited Liability		Committee has duly examined whether or not the
Partner		contents of the Independent Auditor's auditing
		plans, the status of the performance of duties
Hatsumi Fujiwara,		regarding accounting audits, the basis for
Designated Limited Liability	¥108 million	calculating the estimated remuneration, etc. are
Partner	appropriate, and has given its consent to the
		amount of remuneration for the Independent
Yuta Kasuga,		Auditor as set forth in Article 399, Paragraph 1 of
Designated Limited Liability		the Companies Act.
Partner		- Services other than those provided in Article 2,
		Paragraph 1 of the Certified Public Accountants
		Act (non-auditing services) include "advisory
		service relating to new regulations," 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 422 million yen.

(2) Liability Limitation Agreement and Indemnity Agreement

Not applicable

(3) Other Matters concerning Independent Auditor

1. (Policy for Determining the Dismissal or Non-reappointment of the Independent Auditor) If any of the causes 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 the Independent Auditor. Further, if the Audit & Supervisory Committee has checked the eligibility of the Independent Auditor, the appropriateness of the auditing plans, and the status of the implementation of audits, etc. in accordance with the policy for determining the election or dismissal of Independent Auditor stipulated by the Audit & Supervisory Committee, and has accordingly deemed that it would be difficult for the Independent Auditor to perform its duties in a fair and appropriate manner, or has otherwise judged there to be appropriate reasons, the Audit & Supervisory Committee will resolve the content of a proposal for the dismissal or non-reappointment of the Independent Auditor to be submitted to the general meeting of shareholders.
2. The following companies (significant subsidiaries of the Company, etc.) are audited by audit corporations other 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; Partners Group Holdings Limited and the subsidiaries, etc. affiliated therewith; Dai-ichi Life Insurance Company of Vietnam, Limited and subsidiaries, etc. affiliated therewith; Dai-ichi Life Insurance (Cambodia) PLC.; Dai- ichi Life Insurance Myanmar Ltd.; and Dai-ichi Life Reinsurance Bermuda Ltd.

Basic Policy on the Composition of Persons to Control Decision-Making over the Financial and Business Policies

Not applicable

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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 Group>

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.

1. 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 implement systems for such transactions.
6. The Company shall establish the Group's basic policies and implement systems for the protection of 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

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