MS& Insurance : 2025 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.

Dear Shareholders:

Securities Code 8725

June 3, 2025

Notice of Convocation of the 17th Annual Shareholders Meeting

MS&AD Insurance Group Holdings, Inc. (the "Company") hereby announces that its 17th 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 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 5 to 6.

Yours faithfully,

MS&AD Insurance Group Holdings, Inc. 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo Shinichiro Funabiki,

Director, President & CEO

Particulars

1. Date and Time: 10:00 a.m. JST, on June 23, 2025 (Monday) (Entry starts at 9:00 a.m.)

2. Place: "Orchard," 2nd Floor, The Okura Prestige Tower,

   The Okura Tokyo 2-10-4 Toranomon, Minato-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 17th fiscal year (Fiscal 2024 (from April 1, 2024 to March 31, 2025)); and

   2. Report on the non-consolidated financial statements for the 17th fiscal year (Fiscal 2024 (from April 1, 2024 to March 31, 2025)).

Matters to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Amendments to the Articles of Incorporation

Proposal 3: Election of Ten (10) Directors Who Are Not Audit and Supervisory Committee Members

Proposal 4: Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

Proposal 5: Election of Two (2) Substitute Directors Who Are Audit and Supervisory Committee Members

Proposal 6: Determination of Amount of Remuneration for Directors Who Are Not Audit and Supervisory Committee Members

Proposal 7: Determination of Amount of Remuneration for Directors Who Are Audit and Supervisory Committee Members

Proposal 8: Determination of Remuneration for Granting Restricted Stock to Directors Who Are Not Audit and Supervisory Committee Members

• 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. "Changes in status of assets and earnings of the Corporate Group and Insurance Holding Company," "Main offices of Corporate Group," "Employees of Corporate Group," "Major lenders of Corporate Group," and "Other important matters concerning state of Corporate Group" under "Matters Concerning the Current Status of the Insurance Holding Company," "Limited liability agreements and indemnity agreements" and "Directors and officers liability insurance policy" under "Matters Concerning Officers," "Matters Concerning Outside Officers," "Matters Concerning Stock," "Matters Concerning Stock Acquisition Rights, etc.," "Matters Concerning Accounting Auditor," "Basic Policy Concerning Persons in Control of Decisions on Finance and Business Policy," "System for Ensuring Appropriateness of Operations," "Matters Concerning Specified Wholly Owned Subsidiaries," "Matters Concerning Transactions with the Parent Company, etc.," "Matters Concerning Accounting Advisors," and "Other Matters" of the Business Report

  2. Consolidated financial statements

  3. Non-consolidated financial statements

  4. Audit Report by Accounting Auditor concerning Consolidated Financial Statements

  5. Audit Report by Accounting Auditor concerning Non-Consolidated Financial Statements

  6. Audit Report by Audit & Supervisory Board

• 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 (Wednesday). 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 will be posted on the Company's website and the TSE website.

[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"

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 23, 2025 (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 20, 2025 (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 20, 2025 (Friday)