MS& Insurance : 2024 Notice of Convocation (full text)

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code 8725

June 3, 2024

Dear Shareholders:

Notice of Convocation of the 16th Annual Shareholders Meeting

MS&AD Insurance Group Holdings, Inc. (the "Company") hereby announces that its 16th Annual Shareholders Meeting will be held as set out below.

In connection with this Shareholders Meeting, the Company takes measures for providing information that constitutes the content of Reference Documents for Shareholders Meeting, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the Company's website. Please access the Company's website by using the Internet address shown below to review the information.

The Company's website

Japanese:https://www.ms-ad-hd.com/ja/ir/ir_event/meeting.html

English:https://www.ms-ad-hd.com/en/ir/ir_event/meeting.html

In addition to posting items for which measures for providing information in electronic format are to be taken on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the Internet address shown below, enter the issue name (company name) or securities code (8725), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."

TSE website (Search for a listed Company)

Japanese :https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

English :https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing. Please review the Reference Documents for Shareholders Meeting, and exercise your voting rights by following the instructions on pages 4 to 5.

Yours faithfully,

MS&AD Insurance Group Holdings, Inc.

27-2, Shinkawa 2-chome,Chuo-ku, Tokyo

Noriyuki Hara, Director, President & CEO

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		Particulars
1.	Date and Time:	10:00 a.m. JST, on June 24, 2024 (Monday) (Entry starts at 9:00 a.m.)
2.	Place:	Mitsui Sumitomo Insurance Surugadai Building
		9, Kanda Surugadai 3-chome,Chiyoda-ku, Tokyo

3. Purposes of the Meeting: Matters to be reported:

1. Business Report, the report on the consolidated financial statements, and the report on the results of audit of consolidated financial statements by Accounting Auditors and by Audit & Supervisory Board for the 16th fiscal year (Fiscal 2023 (from April 1, 2023 to March 31, 2024)); and
2. Report on the non-consolidated financial statements for the 16th fiscal year (Fiscal 2023 (from April 1, 2023 to March 31, 2024)).

Matters to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Eleven (11) Directors

Proposal 3: Election of One (1) Audit & Supervisory Board Member

• If any changes occur to the management of this Shareholders Meeting due to a future situation, they will be announced on the Company's website.
• Among the items for which measures for providing information in electronic format are to be taken, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. In addition, the Audit & Supervisory Board Members and the Accounting Auditor have audited the documents included in the scope of audits, including the following matters.
• 1. "Main offices of Corporate Group," "Employees of Corporate Group," and "Major Lenders of Corporate Group" under "Matters Concerning the Current Status of the Insurance Holding Company," "Matters Concerning Stock Acquisition Rights, etc.," "System for Ensuring Appropriateness of Operations," and "Matters Concerning Specified Wholly Owned Subsidiaries" of the Business Report
  2. "Consolidated Statement of Changes in Net Assets" and "Consolidated Explanatory Notes" for the consolidated financial statements
  3. "Non-consolidatedStatement of Changes in Net Assets" and "Non-Consolidated Explanatory Notes" for the non-consolidated financial statements
• Questions regarding the purpose of this Shareholders Meeting will be taken in advance of the Meeting, and answers will be posted on the Company's website. Shareholders who wish to submit questions are requested to submit them via the Company's website by June 11 (Tuesday). Please note that it may not be possible to answer all the questions received.
• If revisions arise in the items for which measures for providing information in electronic format are to be taken, a notice of the revisions and the items before and after the revisions will be posted on the
  Company's website and the TSE website.

2

[Language used and accompaniment of interpreter at the Shareholders Meeting]

Only the Japanese language will be used at this Shareholders Meeting. The Company will not arrange for an interpreter.

Shareholders may arrange and bring an interpreter, and are requested to understand the following if making a comment in person.

• Please follow the instructions of the chair when making a comment.
• When a comment is allowed by the chair, the relevant shareholder speaks first and then the interpreter interprets the comment to the chair.
• Interpreters may only interpret the comment of the relevant shareholder into Japanese.
• Interpreters may never make a comment of their own volition instead of the relevant shareholder.
• What the interpreter says is deemed to be a comment by the relevant shareholder.

[Attendance of beneficial shareholders]

Beneficial shareholders, i.e., shareholders who do not hold shares in their own names but rather through an institutional investor (e.g., institutional investors owning shares in the name of a trust bank), attending this Shareholders Meeting are required to obtain advance consent from the Company by prior notification to the Company (submitting necessary documents (Note 1)) and by bringing the specified identity verification documents (Note 2) on the day of the Shareholders Meeting.

(Notes)	1.	"Letter of proxy," "Certificate concerning the exercise of voting rights by
		proxy," "Status of the exercise of voting rights by proxy," "Certificate by
		standing proxy (in the case of a foreign institutional investor)"
	2.	"Notification of proxy," "Identity verification materials"

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Instructions for the Exercise of Voting Rights

You may exercise your voting rights at the Annual Shareholders Meeting by any of the following methods:

Exercise of voting rights by attending the Annual Shareholders Meeting

Please bring the enclosed Voting Right Exercise Form and submit the completed Form to the reception at the Meeting.

When attending by proxy, please submit a letter of proxy together with the enclosed Voting Right Exercise Form to the reception at the Meeting. The proxy must be one (1) shareholder who holds voting rights.

Date and Time of the Annual Shareholders Meeting:

10:00 a.m. JST, on June 24, 2024 (Monday)

Exercise of voting rights via the Internet

Scanning the QR Code(Japanese version only)

You may log in to the website for exercising voting rights without entering the "Vote Exercise Code" and "Password" only once by using a smartphone to scan the special QR Code printed on the Voting Right Exercise Form. Once you log in to the website, please indicate your approval or disapproval of each of the proposals as instructed on the display screen.

Entering the "Vote Exercise Code" and "Password"(Japanese version only)

Please access the following website for exercising voting rights and indicate your approval or disapproval of each of the proposals as instructed on the display screen, entering the "Vote Exercise Code" and "Password" printed on the enclosed Voting Right Exercise Form.

The website for exercising voting rights: https://www.web54.net

Deadline for the exercise of voting rights via the Internet:

No later than 5:00 p.m. JST, on June 21, 2024 (Friday)

Exercise of voting rights by mailing of written documents (Japanese version only)

Please indicate on the enclosed Voting Right Exercise Form your approval or disapproval of each of the proposals and return the Form to the administrator of the shareholders' registry of the Company (Sumitomo Mitsui Trust Bank, Limited) by mail.

Deadline for the arrival of written documents to exercise voting rights by mail:

No later than 5:00 p.m. JST, on June 21, 2024 (Friday)

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Notes on the exercise of voting rights

• When a shareholder exercises voting rights via the Internet as well as submitting the Voting Right Exercise Form by mail, the vote via the Internet shall be treated as the valid exercise of voting rights.
• If multiple votes via the Internet are received from a shareholder, the most recent vote shall be treated as the valid exercise of voting rights.
• Any connection charges and communications expenses payable to Internet providers and telecommunication carriers incurred in accessing the website for exercising voting rights will be borne by shareholders.
• Please be aware that exercising voting rights via a PC or smartphone may not be possible in certain Internet usage environments. In addition, exercising voting rights via a mobile phone may not be possible with certain types of mobile phones.
• If you do not indicate your approval or disapproval of each of the proposals on the returned Voting Right Exercise Form, it shall be assumed that you have indicated your approval.

Should you have any questions regarding the exercise of voting rights via the Internet, please contact the administrator of the shareholders' registry stated below:

0120-652-031 (9 a.m. - 9 p.m. JST) (Toll-free in Japan)

Stock Transfer Agency Business Planning Dept. Sumitomo Mitsui Trust Bank, Limited

For institutional investors

You may use the Electronic Voting Platform operated by ICJ, Inc. to exercise your voting rights at the Annual Shareholders Meeting.

* QR Code is a registered trademark of DENSO WAVE INCORPORATED.

- End -

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Reference Documents for Shareholders Meeting

Proposals and Reference Matters:

Proposal 1: Appropriation of Surplus

The Company is committed to meeting the expectations of shareholders by increasing the corporate value through sustainable growth while providing continuous and stable returns to shareholders, on the premise of securing financial soundness.

In view of the above, it is the Company's basic policy under the Medium-Term Management Plan (2022-2025)*1 to return 50% of Group Adjusted Profit*2 through dividends and share buybacks, while securing a stable dividend scale per share..

In accordance with the above, the Company proposes to pay a dividend on its surplus for the current fiscal year as follows:

Matters concerning the fiscal year-end dividend:

1. Matters regarding distribution of dividends to shareholders and the total amount thereof:

150 yen*3 per share of common stock of the Company Total: 79,515,419,100 yen

As a result, the annual dividend for the current fiscal year totals 270 yen*3 per share, including the interim dividend.

2. Effective date of dividend: June 25, 2024

(Notes)

*1 For our shareholder return policy under the Medium-Term Management Plan, please refer to "(Reference) Shareholder Return Policy."

*2 The Group Adjusted Profit is the Company's own index showing the ordinary earning capabilities of the entire Group. It is calculated by adding/deducting provision for catastrophe loss reserve and others (adding for provision and deducting for reversal) to/from consolidated net income.

*3 The Company split its shares of common stock in a ratio of one (1) into three (3) effective April 1, 2024. However, the year-end dividend as presented above is based on the number of shares owned prior to the split, since the record date for the dividend proposed is set March 31, 2024. The annual dividend for the current fiscal year equals 90 yen per share (40 yen as interim dividend and 50 yen as year-end dividend) as converted as per the ratio above.

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(Reference)

Shareholder Return Policy

It is our basic policy, in the Group's Medium-Term Management Plan (2022-2025), to return 50% of Group Adjusted Profit through dividends and share buybacks. As for dividends, we will be paying special dividends out of gains elevated by the accelerated reduction of strategic equity holdings, in addition to increasing ordinary dividends in line with earnings growth. Furthermore, we are making additional returns in an agile and flexible manner, taking into account market trends, the business environment, capital position, and other factors.

For FY2023, we will pay 143.3 billion yen in dividends (including distribution of dividends under Proposal 1) and purchase our stock worth 200 billion yen as share buybacks*1.

(Notes)

*1 50 billion yen (as shareholder return) out of Group Adjusted Profit and additional 150 billion yen for adjusting our capital levels.

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Proposal 2: Election of Eleven (11) Directors

The terms of office of all eleven (11) Directors will expire at the close of this Annual Shareholders Meeting, and so the Company proposes the election of eleven (11) Directors, including five (5) Outside Directors.

The candidates for Directors are as follows:

Candidate			Name			Gender			Position and Duties at the Company
No.
1		Reappointment	Noriyuki Hara			Male		Representative Director, President
				& CEO (Group CEO)
2			Yasuzo Kanasugi						Representative Director, Vice
	Reappointment			Male		Chairman & Director, Vice
									Chairman Executive Officer
3		New	Shinichiro Funabiki			Male		Executive Officer
	Appointment				Assist Management
									Representative Director, Executive
									Vice President
									Corporate Planning Dept., in sub-
									charge of Digital Innovation Dept.,
									Corporate Communications and
4		Reappointment	Tetsuji Higuchi			Male		Investor Relations Dept.,
									International Supervisory Dept., in
									sub-charge of International
									Business Planning Dept., Internal
									Audit Dept., Capital Policy, Group
									CFO
5		Reappointment	Tomoyuki Shimazu			Male		Director, Executive Officer
				Assist Management
6		Reappointment	Yusuke Shirai			Male		Director, Executive Officer
				Assist Management
7		Reappointment	Mariko Bando	Outside Director		Female		Director (Outside Director)
	Independent Director
8		Reappointment	Junichi Tobimatsu	Outside Director		Male		Director (Outside Director)
	Independent Director
9		Reappointment	Rochelle Kopp	Outside Director		Female		Director (Outside Director)
	Independent Director
10		Reappointment	Akemi Ishiwata	Outside Director		Female		Director (Outside Director)
	Independent Director
11		Reappointment	Jun Suzuki	Outside Director		Male		Director (Outside Director)
	Independent Director

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Candidate			Name		Career summary, Position and Duties at the Company and Important	Number
No.		(Date of birth)			concurrent positions, if any	of shares
								of the
								Company
								owned
			Reappointment			Apr. 1978	Entered Taisho Marine and Fire Insurance Co., Ltd.
						Apr. 2008	Executive Officer, General Manager of Corporate Quality
			Noriyuki			Control Dept., Mitsui Sumitomo Insurance Co., Ltd.
					("MSI")
			Hara
				Apr. 2010	Managing Executive Officer, General Manager of Nagoya
							Commercial Business Div., MSI
		(Jul. 21, 1955)		Apr. 2012	Director, Managing Executive Officer, MSI
						Apr. 2013	Director, Senior Executive Officer, MSI
		Attendance at Board		Apr. 2015	Director, Vice President, Executive Officer, MSI
			of Directors		Apr. 2016	President & CEO, MSI
		meetings held in
				Executive Officer, the Company	184,890
			FY2023: 12/12
				Jun. 2016	Director, Executive Officer, the Company
	(100%)
			Jun. 2020	President & CEO, the Company (present)
1						Apr. 2021	Chairman & Director, Chairman Executive Officer, MSI
							(present)
						Representative Director, President & CEO (Group CEO)
						Chairman & Director, Chairman Executive Officer, MSI
		[Reasons for selection as a candidate for Director]
			Mr. Noriyuki Hara has a wealth of business experience gained through his involvement in market
		development, marketing & sales, product operations, corporate planning, etc. He served as President & CEO of
		MSI from 2016 to 2021 and has been serving as Chairman & Director of MSI since 2021 and as President &
		CEO of the Company since 2020. Thus, he has expertise for precisely and fairly overseeing overall management
		of insurance companies, etc. Therefore, we propose to reappoint him as Director.
(Note) "Notes commonly applicable to more than one candidate" on page 20 are applicable to Mr. Noriyuki Hara.

9

Candidate			Name		Career summary, Position and Duties at the Company and Important	Number
No.		(Date of birth)			concurrent positions, if any	of shares
								of the
								Company
								owned
			Reappointment			Apr. 1979	Entered Dai-Tokyo Fire & Marine Insurance Co., Ltd.
						Apr. 2008	Managing Officer, General Manager of Human Resource
			Yasuzo		Apr. 2009	Planning Dept., Aioi Insurance Co., Ltd. ("Aioi")
			Kanasugi		Executive Officer, Aioi
				Oct. 2010	Executive Officer, Aioi Nissay Dowa Insurance Co., Ltd.
		(May. 29, 1956)			("ADI")
			Apr. 2011	Managing Executive Officer, ADI
		Attendance at Board		Apr. 2012	Executive Officer, the Company
			Jun. 2012	Director, Managing Executive Officer, ADI
			of Directors
				Apr. 2013	Director, Senior Executive Officer, ADI
		meetings held in
			FY2023: 12/12		Jun. 2014	Director, Executive Officer, the Company	197,145
	(100%)			Apr. 2016	President & CEO, ADI
						Jun. 2020	Vice Chairman & Director, Vice Chairman Executive
2							Officer, the Company (present)
					Apr. 2022	Chairman & Director, ADI (present)
						Representative Director, Vice Chairman & Director, Vice Chairman
						Executive Officer
						Chairman & Director, ADI
		[Reasons for selection as a candidate for Director]
			Mr. Yasuzo Kanasugi has a wealth of business experience gained through his involvement in human
		resources, marketing & sales, corporate planning, merger preparation, etc. He served as President & CEO of
		ADI from 2016 to 2022, and has been serving as Chairman & Director of ADI since 2022, and as Vice Chairman
		& Director of the Company since 2020. Thus, he has expertise for precisely and fairly overseeing overall
		management of insurance companies, etc. Therefore, we propose to reappoint him as Director.

(Note) "Notes commonly applicable to more than one candidate" on page 20 are applicable to Mr. Yasuzo Kanasugi.

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