28th July, 2008
Tokio Marine Holdings, Inc.
2-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo
TSE code number: 8766
Announcement regarding the sale of shares in a life insurance and pension affiliate in Brazil
Tokio Marine Holdings, Inc. (the "Company", President: Shuzo Sumi) announced that it intends to sell all of the shares of Real Tokio Marine Vida e Previdência S.A. ("RTMVP"), a life insurance and pension affiliate in Brazil, to ABN AMRO Brasil Dois Participações S.A. ("ABN AMRO") or an affiliate of ABN AMRO that will be designated. Currently, the Company and ABN AMRO each separately hold 50% of the shares of RTMVP.
Under the shareholders' agreement between the Company and ABN AMRO, entered into when the Company acquired the shares of RTMVP in July 2005, ABN AMRO reserves the right to purchase all the shares of RTMVP held by the Company if a change of control of either the Company or ABN AMRO occurs.
Following the recent change in the control of ABN AMRO*, ABN AMRO notified the Company of its intention to exercise its acquisition right in accordance with the shareholders' agreement. The amount to be paid for the purchase will be agreed based on mutual consultation between the Company and ABN AMRO.
In addition to RTMVP, the Company currently owns Tokio Marine Brasil Seguradora S.A. (a 91.4% owned subsidiary of Tokio Marine & Nichido Fire Insurance Co., Ltd., which is a wholly-owned subsidiary of the Company) and Real Seguros S.A. (a wholly-owned subsidiary of the Company which will change its name to Tokio Marine Seguradora S.A.), both property and casualty and life insurance companies in Brazil. Through these two subsidiaries, the Company will continue to provide property and casualty and life insurance products in Brazil.
(*) In October 2007, ABN AMRO Holding N.V., the parent company of ABN AMRO, was acquired by THE ROYAL BANK OF SCOTLAND GROUP PLC, BANCO SANTANDER CENTRAL HISPANO, S.A. and FORTIS N.V. consortium and was placed under the management of the holding company formed by the consortium. Subsequently, regulatory authorities approved the transfer of the shares of ABN AMRO from the holding company to Banco Santander on July 24, 2008. This transfer has resulted in the acquisition right reserved by ABN AMRO pursuant to the shareholders' agreement becoming exercisable.
< Overview of RTMVP >
Company's Name: Real Tokio Marine Vida e Previdência S.A.
Head Office: São Paulo
Total Assets: R$5,432 million (approximately Yen 3,106 billion)(as of Dec. 31 2007)
Premiums & Pension Income: R$ 1,490 million (approximately Yen 85.2billion) (2007)