ＭＳ＆ＡＤインシュアランスグループホールディングス（8725） – Notice of Convocation Annual General Meeting 2022

[English Translation] Dear Shareholders: Securities Code 8725 June 3, 2022 Notice of Convocation of the 14th Annual Shareholders Meeting MS&AD Insurance Group Holdings, Inc. (the “Company”) hereby announces that its 14th Annual Shareholders Meeting will be held as set out below. In order to prevent the spread of the new coronavirus disease (COVID-19), we request all shareholders to make their best efforts to exercise their voting rights in advance via the Internet or in writing, and to refrain from attending the Annual Shareholders Meeting. We also ask that you please review the attached Reference Documents for Shareholders Meeting before placing your votes. Yours faithfully, MS&AD Insurance Group Holdings, Inc. 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo By: Noriyuki Hara Director, President & CEO Particulars 1. Date and Time: 10:00 a.m., on June 27, 2022 (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, Consolidated Financial Statements, and a report on the Results of Audit of Consolidated Financial Statements by Accounting Auditors and the Audit & Supervisory Board for the 14th fiscal year (Fiscal 2021 (from April 1, 2021 to March 31, 2022)); and 2. Report on the Non-Consolidated Financial Statements for the 14th fiscal year (Fiscal 2021 (from April 1, 2021 to March 31, 2022)). – 1 – Matters to be resolved: First Proposal: Appropriation of Surplus Second Proposal: Amendments to the Articles of Incorporation Third Proposal: Election of Eleven (11) Directors 1. If any changes occur to the management of this Shareholders Meeting due to future situation, they will be posted to the Company’s website available on the Internet. 2. The Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements attached to this printed copy (Japanese version only) of Notice of Convocation constitute one part and not all of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements reviewed by the Audit & Supervisory Board Member and the Accounting Auditors in the preparation of their respective audit reports. 3. Of documents to be attached to this Notice of Convocation, the following matters are posted on the Company’s website in accordance with laws and regulations and provisions of Article 17 of the Company’s Articles of Incorporation. i) “(3) Main offices of Corporate Group,” “(4) Employees of Corporate Group,” and “(5) Major Lenders of Corporate Group” under “1. Matters Concerning the Current Status of the Insurance Holding Company,” “5. Matters Concerning Stock Acquisition Rights, etc.,” “8. System for Ensuring Appropriateness of Operations,” and “9. Matters Concerning Specified Wholly Owned Subsidiaries” of the Business Report ii) “Consolidated Statement of Changes in Net Assets” and “Consolidated Explanatory Notes” for the iii) “Non-consolidated Statement of Changes in Net Assets” and “Non-Consolidated Explanatory Notes” consolidated financial statements for the non-consolidated financial statements 4. This Notice of Convocation, the Reference Documents for Shareholders Meeting, Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements are posted on the Company’s website, and any amendment thereto will also be posted on the Company’s website. MS&AD Insurance Group Holdings, Inc. website (Japanese): MS&AD Insurance Group Holdings, Inc. website (English): https://www.ms-ad-hd.com https://www.ms-ad-hd.com/en/ [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, but when making a comment, please understand the following. * 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” – 2 – 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 via the Internet Scanning the QR Code 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 to each of the proposals as instructed on the display screen. Entering the “Vote Exercise Code” and “Password” Please access the following website for exercising voting rights and indicate your approval or disapproval to 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., on June 24, 2022 (Friday) Exercise of voting rights by mailing of written documents Please indicate on the enclosed Voting Right Exercise Form your approval or disapproval to 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., on June 24, 2022 (Friday) Exercise of voting rights by attending the Annual Shareholders Meeting Please indicate on the enclosed Voting Right Exercise Form your approval or disapproval to each of the proposals, fill out the required items on the questionnaire and submit the completed form and questionnaire to the receptionist at the Meeting. Please also bring this booklet as a guide to the proceedings. When attending by proxy, please submit a letter of proxy together with the enclosed Voting Right Exercise Form to the receptionist at the Meeting. The proxy must be one (1) shareholder otherwise entitled to vote. Date and Time of the Annual Shareholders Meeting 10:00 a.m., on June 27, 2022 (Monday) Notes on the exercise of voting rights via the Internet: 1. 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. 2. 3. 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. 4. Please be aware that exercising voting rights via a PC or smart phone, etc. may not be possible in certain internet user environments. In addition, exercising voting rights via a mobile phone may not be possible with certain types of mobile phones. Should you have any questions regarding the exercise of voting rights via the Internet, please contact the administrator of the shareholders’ registry stated below: Free Dial: 0120-652-031 (9 a.m. – 9 p.m.) Stock Transfer Agency Business Planning Dept. Sumitomo Mitsui Trust Bank, Limited – 3 – 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 – – 4 – Reference Documents for Shareholders Meeting Proposals and Reference Matters: First Proposal: Appropriation of Surplus The Company is committed to meeting the expectations of shareholders by increasing the corporate value through sustainable growth on the premise of securing financial soundness, while providing continuous and stable returns to shareholders. In view of the above, it is the Company’s policy to secure consistently stable dividends per share in the former Medium-Term Management Plan “Vision 2021” (*1) and to provide returns to shareholders in the amount equivalent to around 40% to 60% of its Group Adjusted Profit (*2) by shareholder dividends and repurchase of our own shares. In accordance with the above policy, the Company proposes the appropriation of surplus for the fiscal year under review as follows: Matters concerning the year-end dividend: 1. Matters regarding distribution of dividends to shareholders and the total amount thereof: 97.50 yen per share of common stock of the Company Total: 53,375,972,033 yen As a result, the annual dividend for the fiscal year under review totals 180 yen per share, including the interim dividend. 2. Effective date of dividend: June 28, 2022 (Notes) 1. For our shareholder return policy under the current Medium-Term Management Plan, please refer to “(Reference) Shareholder Return Policy” shown on the next page. 2. The Group Adjusted Profit is the Company’s own index showing the ordinary profitability 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. – 5 – (Reference) Shareholder Returns Policy In the Group’s Medium-Term Management Plan (2022-2025), we have set the base of a Group Adjusted Profit of 50% in Stage 1 (FY2022-2023), and Return Base Profit of 50% in Stage 2 (FY2024-2025). We are making returns through dividends and the repurchase of treasury stock. Furthermore, we will make additional returns both flexibly and quickly, based on market trends, the business environment, capital position, and other factors. – 6 – Second Proposal: Amendments to the Articles of Incorporation 1. Reason for the amendments (1) Amendment to the business purpose (Article 2) As a result of revisions to the Insurance Business Act, the scope of business in which an insurance holding company may engage in has been expanded. Accordingly, the Company proposes to amend its Articles of Incorporation in order to be able to respond flexibly to this change. (2) Introduction of the system for providing reference documents for shareholders meeting, etc. in electronic format (Article 17) The Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing informational materials for the shareholders meeting in electronic format. i) Article 17, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for shareholders meeting, etc. in electronic format. ii) Article 17, paragraph 2 in “Proposed Amendments” below will establish the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. iii) Since the provisions for Reference Documents for Shareholders Meeting, Etc. Deemed Provided (Article 17 of the current Articles of Incorporation) will no longer be required, they will be deleted. iv) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions regarding the effective date, etc. will be established. 2. Details of amendments The amendments are shown in the following “Comparison Table of the Current and Amended Articles of Incorporation.” Comparison Table of the Current and Amended Articles of Incorporation (Amendments are underlined) Current Articles of Incorporation Proposed Amendments (Purpose) Article 2 The purpose of the Company shall be to engage in the following businesses as an insurance holding company: (Purpose) Article 2 The purpose of the Company shall be to engage in the following businesses as an insurance holding company: (1) management and administration of non-life (1) management and administration of non-life insurance companies, life insurance companies and companies that it may own as its subsidiaries under the Insurance Business Law; and insurance companies, life insurance companies and companies that it may own as its subsidiaries under the Insurance Business Act, and business incidental thereto; and (2) any other business incidental to the business (2) in addition to the business provided for in the provided for in the preceding item. preceding item, business in which an insurance holding company may engage in under the Insurance Business Act. – 7 – Current Articles of Incorporation (Reference Documents for Shareholders Meeting, Etc. Deemed Provided) Article 17 The Company may deem information Proposed Amendments (Deleted) relating to matters required to be specified or recorded in reference documents for shareholders meetings, business reports, financial statements, and consolidated financial statements as having being provided to shareholders when such information is disclosed via the Internet in accordance with laws and regulations. (Newly established) (Newly established) (Measures, etc. for Providing Information in Electronic Format) Article 17 1. When the Company convenes a shareholders meeting, it shall take measures for providing information that constitutes the content of reference documents for shareholders meeting, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. Supplementary Provisions 1. The deletion of Article 17 (Reference Documents for Shareholders Meeting, Etc. Deemed Provided) in the pre-amended Articles of Incorporation and the establishment of the new Article 17 (Measures, etc. for Providing Information in Electronic Format) in the amended Articles of Incorporation shall be effective from September 1, 2022, which is the date of enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 17 (Reference Documents for Shareholders Meeting, Etc. Deemed Provided) of the pre-amended Articles of Incorporation shall remain effective regarding any general shareholders meeting held on a date within six (6) months from the Date of Enforcement. 3. These Supplementary Provisions shall be deleted on the date when six (6) months have elapsed from the Date of Enforcement or three (3) months have elapsed from the date of the general shareholders meeting in the preceding paragraph, whichever is later. – 8 – Third Proposal: Election of Eleven (11) Directors The terms of office of all ten (10) Directors will expire at the close of this Annual Shareholders Meeting. Therefore, we would like to request the election of eleven (11) Directors, including five (5) Outside Directors by increasing the number of Outside Director by one (1) to enhance the management supervisory function. The candidates for Directors are as follows: Candidate No. Name Gender Position and Duties at the Company Reappointment Yasuyoshi Karasawa Reappointment Yasuzo Kanasugi Reappointment Noriyuki Hara Male Male Male Male Male Chairman & Director, Chairman Executive Officer Representative Director, Vice Chairman & Director, Vice Chairman Executive Officer Representative Director, President & CEO (Group CEO) Representative Director, Executive Vice President In charge of Corporate Planning Dept., Digital Innovation Dept. (vice in charge), Global Business Development Dept., Corporate Communications and Investor Relations Dept., International Supervisory Dept., International Life Insurance Business Dept., Internal Audit Dept., Capital Policy, Sustainability, Group CFO Director, Executive Officer In charge of Sales Executive Officer Assistant Management 4 Reappointment Tetsuji Higuchi Male Reappointment Masahito Fukuda New Appointment Yusuke Shirai Reappointment Mariko Bando Female Director (Outside Director) Outside Director Independent Director Reappointment Akira Arima Director (Outside Director) Reappointment Junichi Tobimatsu Director (Outside Director) Reappointment Rochelle Kopp Female Director (Outside Director) Outside Director Independent Director New Appointment Akemi Ishiwata Outside Director Independent Director Female Outside Director Independent Director Male Outside Director Independent Director Male 1 2 3 5 6 7 8 9 10 11 – 9 – Candi- date No. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Reappointment Yasuyoshi Karasawa (Oct. 27, 1950) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) 1 Apr. 1975 Apr. 2004 Jun. 2005 Apr. 2006 Apr. 2008 Apr. 2009 Apr. 2010 Jun. 2014 Apr. 2016 Jun. 2020 Entered The Sumitomo Marine and Fire Insurance Co., Ltd. Executive Officer, General Manager of Corporate Planning Dept., Mitsui Sumitomo Insurance Co., Ltd. (“MSI”) Director, Executive Officer, General Manager of Corporate Planning Dept., MSI Director, Managing Executive Officer, MSI Director, Senior Executive Officer, MSI Director, the Company Director, Senior Executive Officer, the Company President & CEO, MSI Director, Executive Officer, the Company President & CEO, the Company Chairman & Director, Chairman Executive Officer, MSI Chairman & Director, Chairman Executive Officer, the Company (present) Director, Advisor, MSI Advisor, MSI (present) Apr. 2021 Jun. 2021 Number of shares of the Company owned 46,046 shares Chairman & Director, Chairman Executive Officer [Reasons for selection as a candidate for Director] Mr. Yasuyoshi Karasawa has a wealth of business experience gained through his involvement in corporate planning, marketing & sales, corporate communications, investment planning, etc. He served as President & CEO of MSI from 2010 to 2016 and as Chairman & Director of MSI from 2016 to 2021. He served as President & CEO of the Company from 2014 to 2020 and has been serving as 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. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Mr. Yasuyoshi Karasawa. (Note) – 10 – Candi- date No. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Reappointment Yasuzo Kanasugi (May 29, 1956) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) 2 Apr. 1979 Apr. 2008 Apr. 2009 Oct. 2010 Apr. 2011 Apr. 2012 Jun. 2012 Apr. 2013 Jun. 2014 Apr. 2016 Jun. 2020 Entered Dai-Tokyo Fire & Marine Insurance Co., Ltd. Managing Officer, General Manager of Human Resource Planning Dept., Aioi Insurance Co., Ltd. (“Aioi”) Executive Officer, Aioi Executive Officer, Aioi Nissay Dowa Insurance Co., Ltd. (“ADI”) Managing Executive Officer, ADI Executive Officer, the Company Director, Managing Executive Officer, ADI Director, Senior Executive Officer, ADI Director, Executive Officer, the Company President & CEO, ADI Vice Chairman & Director, Vice Chairman Executive Officer, the Company (present) Chairman & Director, ADI (present) Apr. 2022 Representative Director, Vice Chairman & Director, Vice Chairman Executive Officer Number of shares of the Company owned 53,691 shares 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. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Mr. Yasuzo Kanasugi. (Note) – 11 – Candi- date No. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Reappointment Noriyuki Hara (Jul. 21, 1955) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) 3 Apr. 1978 Apr. 2008 Apr. 2010 Apr. 2012 Apr. 2013 Apr. 2015 Apr. 2016 Jun. 2016 Jun. 2020 Apr. 2021 Entered Taisho Marine and Fire Insurance Co., Ltd. Executive Officer, General Manager of Corporate Quality Control Dept., Mitsui Sumitomo Insurance Co., Ltd. (“MSI”) Managing Executive Officer, General Manager of Nagoya Commercial Business Div., MSI Director, Managing Executive Officer, MSI Director, Senior Executive Officer, MSI Director, Vice President, Executive Officer, MSI President & CEO, MSI Executive Officer, the Company Director, Executive Officer, the Company President & CEO, the Company (present) Chairman & Director, Chairman Executive Officer, MSI (present) Representative Director, President & CEO (Group CEO) Number of shares of the Company owned 45,246 shares 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. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Mr. Noriyuki Hara. (Note) – 12 – Candi- date No. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Reappointment Tetsuji Higuchi (Jun. 24, 1961) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) 4 Apr. 2015 Apr. 1984 Apr. 2014 Entered The Sumitomo Marine and Fire Insurance Co., Ltd. Executive Officer, General Manager of Tokyo Div., Mitsui Sumitomo Insurance Co., Ltd. (“MSI”) Executive Officer, General Manager of Corporate Planning Dept., MSI Director, Managing Executive Officer, MSI Executive Officer, the Company Director, Senior Executive Officer, MSI Senior Executive Officer, the Company Director, Senior Executive Officer, the Company Director, Executive Vice President, the Company (present) Apr. 2016 Apr. 2017 Apr. 2018 Apr. 2020 Jun. 2020 Apr. 2021 Representative Director, Executive Vice President, In charge of Corporate Planning Dept., Digital Innovation Dept. (vice in charge), Global Business Development Dept., Corporate Communications and Investor Relations Dept., International Supervisory Dept., International Life Insurance Business Dept., Internal Audit Dept., Capital Policy, Sustainability, Group CFO Number of shares of the Company owned 18,307 shares [Reasons for selection as a candidate for Director] Mr. Tetsuji Higuchi has a wealth of business experience gained through his involvement in marketing & sales, product operations, human resources, and corporate planning, etc. He served as Senior Executive Officer of MSI from 2018 to 2020 and has been serving as Executive Vice President of the Company since 2021. Thus, he has expertise for precisely and fairly overseeing overall management of insurance companies, etc. Therefore, we propose to reappoint him as Director. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Mr. Tetsuji Higuchi. (Note) – 13 – Candi- date No. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Reappointment Masahito Fukuda (Jun. 23, 1958) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) 5 Apr. 1981 Apr. 2012 Apr. 2014 Apr. 2015 Apr. 2016 Entered Taisho Marine and Fire Insurance Co., Ltd. Executive Officer, General Manager of Chiba and Saitama Div., Mitsui Sumitomo Insurance Co., Ltd. (“MSI”) Managing Executive Officer, General Manager of Chiba and Saitama Div., MSI Managing Executive Officer, General Manager of Tokyo Div., MSI Director, Managing Executive Officer, General Manager of Tokyo Div., MSI Director, Managing Executive Officer, MSI Director, Senior Executive Officer, MSI Executive Officer, the Company Director, Executive Officer, the Company (present) Director, Executive Vice President, MSI (present) Apr. 2017 Apr. 2018 Apr. 2020 Jun. 2020 Apr. 2021 Director, Executive Officer In charge of Sales Number of shares of the Company owned 21,387 shares Director, Executive Vice President, MSI [Reasons for selection as a candidate for Director] Mr. Masahito Fukuda has a wealth of business experience gained through his involvement in marketing & sales, human resources, compliance, corporate quality control, etc. He served as Executive Vice President of MSI from 2021. Thus, he has expertise for precisely and fairly overseeing overall management of insurance companies, etc. Therefore, we propose to reappoint him as Director. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Mr. Masahito Fukuda. (Note) – 14 – Candi- date No. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any New Appointment Yusuke Shirai (Jun. 13, 1964) 6 Apr. 1988 Apr. 2019 Apr. 2021 Entered Dai-Tokyo Fire & Marine Insurance Co., Ltd. Executive Officer, General Manager of Corporate Planning Dept., the Company Managing Executive Officer, Aioi Nissay Dowa Insurance Co., Ltd. (“ADI”) Director, Managing Executive Officer, ADI (present) Executive Officer, the Company (present) Apr. 2022 Executive Officer Assistant Management Number of shares of the Company owned 8,195 shares Director, Managing Executive Officer, ADI [Reasons for selection as a candidate for Director] Mr. Yusuke Shirai has a wealth of business experience gained through his involvement in corporate planning, compliance, etc. He has been serving as Managing Executive Officer of ADI from 2021. Thus, he has expertise for precisely and fairly overseeing overall management of insurance companies, etc. Therefore, we propose to appoint him as Director. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Yusuke Shirai. (Note) – 15 – Candi- date No. 7 Number of shares of the Company owned 5,700 shares Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Reappointment Outside Director Independent Director Mariko Bando (Aug. 17, 1946) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) Years since the assumption of office as Outside Director: 5 years (at the close of this Annual Shareholders Meeting) Jul. 1969 Oct. 1985 Jul. 1989 Jul. 1994 Apr. 1995 Jun. 1998 Jan. 2001 Oct. 2003 Apr. 2007 Apr. 2014 Jul. 2016 Entered the Prime Minister’s Office Counsellor of Cabinet Secretariat, Councilor of Cabinet Secretariat Director of Consumer Statistics Division, Statistics Bureau, Management and Coordination Agency Director of Gender Equality Bureau, Cabinet Secretariat Vice-Governor of Saitama Prefecture Consul General of Japan in Brisbane, Australia Director General of Gender Equality Bureau, Cabinet Office Director, Incorporated Educational Institution Showa Women’s University President, Showa Women’s University Chancellor, Incorporated Educational Institution Showa Women’s University (present) Chairperson of the board, Showa Women’s University (present) Director, the Company (present) Jun. 2017 Director (Outside Director) Chancellor and Chairperson of the board, Showa Women’s University Director (Outside Director), Mitsubishi Research Institute, Inc. [Reasons for selection as a candidate for Outside Director and overview of expected roles] Ms. Mariko Bando has gained a wealth of insight and experience in the administrative and educational fields as well as diversity promotion from previously serving as Director General of Gender Equality Bureau of the Cabinet Office, Consul General of Japan in Brisbane, Australia, President of Showa Women’s University, etc. We expect to continue to draw that insight and experience and have her supervise the management and provide advice on management overall from her expert perspective, particularly in regard to promoting diversity. Ms. Mariko Bando has not been involved in the corporate management in any manner other than by becoming an Outside Director or an Outside Audit & Supervisory Board Member in the past. However, she has broad insight and experience in the administrative and educational fields, and the Company believes that she is able to perform her duties as an Outside Director appropriately. (Notes) 1. There are transactions between the Company or its major subsidiaries and Incorporated Educational Institution Showa Women’s University or Mitsubishi Research Institute, Inc., each of which accounts for less than 1% of the annual revenue from activities or annual consolidated sales of the university or Mitsubishi Research Institute, Inc., respectively, during the most recent business year. The transaction amount is less than 1% of the consolidated net premiums written in the most recent business year of the Company. There are also no other reasons to impact her independence with regard to the Company. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Ms. Mariko Bando. 2. – 16 – Candi- date No. 8 (Notes) 1. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Apr. 1973 Jun. 2002 Apr. 2003 Jun. 2005 Jun. 2007 Jun. 2010 Entered Nippon Telegraph and Telephone Public Corporation Director and General Manager of Planning Dept., Nippon Telegraph and Telephone East Corporation Director and General Manager of Corporate Planning Dept., Nippon Telegraph and Telephone East Corporation Director, Nippon Telegraph and Telephone Corporation Executive Vice President and Head of the Internet Business Division, NTT Communications Corporation President, Chief Executive Officer, Representative Director, NTT Communications Corporation Director and Advisor, NTT Communications Corporation Advisor, NTT Communications Corporation Director, the Company (present) Senior Advisor, NTT Communications Corporation (present) Jun. 2015 Jun. 2017 Jun. 2018 Jun. 2021 Director (Outside Director) Reappointment Outside Director Independent Director Akira Arima (Aug. 25, 1949) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) Years since the assumption of office as Outside Director: 4 years (at the close of this Annual Shareholders Meeting) Number of shares of the Company owned 1,300 shares [Reasons for selection as a candidate for Outside Director and overview of expected roles] Mr. Akira Arima has a wealth of insight and experience concerning telecommunications business as a management executive gained from previously serving as Director of Nippon Telegraph and Telephone Corporation, President, Chief Executive Officer, Representative Director of NTT Communications Corporation, etc. We expect to continue to draw that insight and experience and have him supervise management and provide advice on management overall from his expert perspective, particularly in regard to promoting digitalization and global management. There are transactions between the Company or its major subsidiaries and the NTT Communications Corporation; which account for less than 1% of the annual consolidated turnover of NTT Communications Corporation during the most recent business year. The transaction amount is less than 1% of the consolidated net premiums written in the most recent business year of the Company. There are also no other reasons to impact his independence with regard to the Company. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Mr. Akira Arima. 2. – 17 – Candi- date No. 9 (Notes) 1. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Reappointment Outside Director Independent Director Junichi Tobimatsu (Aug. 15, 1972) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) Years since the assumption of office as Outside Director: 4 years (at the close of this Annual Shareholders Meeting) Apr. 1998 Jun. 2004 Apr. 2010 Jul. 2016 Registered as Attorney-at-Law Attorney-at-Law, Mori Sogo (currently, Mori Hamada & Matsumoto) Registered as Attorney-at-law in N.Y. Associate Professor, Graduate School of Law and Political Science, the University of Tokyo Attorney-at-law, Tobimatsu Law (currently, GAIEN PARTNERS) (present) Director, the Company (present) Jun. 2018 Director (Outside Director) Attorney-at-law, GAIEN PARTNERS Director, amana inc. (Outside Director (Audit and Supervisory Committee Member)) Director, AI, Inc. (Outside Director (Audit and Supervisory Committee Member)) Director, CANDEAL Co., Ltd. (Outside Director (Auditor)) Number of shares of the Company owned 0 shares [Reasons for selection as a candidate for Outside Director and overview of expected roles] Mr. Junichi Tobimatsu has a wealth of insight and experience concerning overall corporate legal affairs including those of overseas companies as an attorney-at-law. We expect to continue to draw that insight and have him supervise management and provide advice on management overall from his expert perspective, particularly in regard to securing soundness of the management of the Group. Mr. Junichi Tobimatsu has not been involved in the corporate management in any manner other than by becoming an Outside Director or an Outside Audit & Supervisory Board Member in the past. However, he has professional insight and experience as an attorney-at-law, and the Company believes that he is able to perform his duties as an Outside Director appropriately. There are no transactions between the Company or its major subsidiaries and GAIEN PARTNERS, AI, Inc. There are transactions between the Company or its major subsidiaries and amana inc. or CANDEAL Co., Ltd., each of which account for less than 1% of the annual consolidated turnover of amana inc. or CANDEAL Co., Ltd., respectively, during the most recent business year. The transaction amount is less than 1% of the consolidated net premiums written in the most recent business year of the Company. There are also no other reasons to impact his independence with regard to the Company. In April 2018, it was discovered that in amana inc., for which Mr. Junichi Tobimatsu has been appointed as an Outside Corporate Auditor from March 2009 to March 2021 and as an Outside Director since March 2021, inappropriate accounting treatment was conducted by amana inc.’s foreign consolidated subsidiary. He was not aware of this fact in advance, but he made proposals from the viewpoint of legal compliance on a regular basis. After doubts about this fact arose, he carried out thorough investigations as a member of the Internal Investigation Committee in an appropriate manner. Moreover, in November 2020, it was discovered that inappropriate accounting treatment was conducted by the aforementioned company and its domestic consolidated subsidiary. He was not aware of this fact in advance, but he made proposals from the viewpoint of legal compliance on a regular basis. After doubts about this fact arose, he fulfilled his responsibilities through activities such as demanding that the internal controls should be further strengthened and providing necessary advice regarding measures to prevent recurrence, etc. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Mr. Junichi Tobimatsu. 2. 3. – 18 – Candi- date No. 10 (Notes) 1. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any Reappointment Outside Director Independent Director Rochelle Kopp (Jun. 29, 1964) Attendance at Board of Directors meetings held in FY2021: 12/12 (100%) Years since the assumption of office as Outside Director: 2 years (at the close of this Annual Shareholders Meeting) Jun. 1986 Jun. 1987 Aug. 1988 Oct. 1992 Jul. 1994 Jan. 2015 Apr. 2019 Business analyst, ZS Associates International, Inc. Senior Business analyst, ZS Associates International, Inc. International Public Relations Specialist, The Yasuda Trust & Banking Co., Ltd. (currently, Mizuho Trust & Banking Co., Ltd.) Consultant, IPC Group, Inc. Managing Principle, Japan Intercultural Consulting (present) Professor of Global Leadership Course, Business BreakThrough University Professor of Faculty of Foreign Studies, The University of Kitakyushu Director, the Company (present) Jun. 2020 Director (Outside Director) Managing Principle, Japan Intercultural Consulting) Director (Outside Director), Lightworks Corporation Number of shares of the Company owned 0 shares [Reasons for selection as a candidate for Outside Director and overview of expected roles] Ms. Rochelle Kopp has a wealth of insight into cross-cultural communication and experience in both Japan and the U.S. as a management consultant. We expect to continue to draw that insight and experience and have her supervise management and provide advice on management overall from her expert perspective, particularly in regard to the Group’s global expansion. There are no transactions between the Company or its major subsidiaries and Japan Intercultural Consulting. There are transactions between the Company or its major subsidiaries and Lightworks Corporation, but the amount of such transactions is less than 1% of each company’s annual consolidated net sales for the most recent fiscal year. Furthermore, the amount of the transactions is less than 1% of the Company’s consolidated net premiums written for the most recent fiscal year. There are no other reasons that may affect the independence of Ms. Rochelle Kopp from the Company. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Ms. Rochelle Kopp. 2. – 19 – Candi- date No. 11 (Notes) 1. 2. Name (Date of birth) Career summary, position and duties at the Company and important concurrent positions, if any New Appointment Outside Director Independent Director Akemi Ishiwata (Aug. 23, 1960) Apr. 1983 Dec. 1985 Mar. 2003 Dec. 2005 Mar. 2010 Mar. 2015 Jan. 2021 Jan. 2022 Entered Bristol-Myers Company Entered Kao Corporation (“Kao”) Assigned to Kao Life Science Laboratory Product Development Manager, Household Business Division, Kao Section Chief, Consumer Research Center, Kao General Manger, Consumer Research Center, Kao Executive Officer, Supervisor of Corporate Communications Division, Kao Executive Fellow, Kao Special Mission Fellow, Kao (present) Number of shares of the Company owned 0 shares [Reasons for selection as a candidate for Outside Director and overview of expected roles] Ms. Akemi Ishiwata has a wealth of insight on sustainability gained from previously serving as Executive Officer of Kao Corporation, leading its ESG activities. She also has experience as a general manager in charge of public relations and corporate branding. We expect to draw that insight and experience and have her supervise management and provide advice on management overall from her broad perspective. There are transactions between the Company and its major subsidiaries and Kao Corporation, which account for less than 1% of the annual consolidated sales of Kao Corporation during the most recent business year. The transaction amount is less than 1% of the consolidated net premiums written in the most recent business year of the Company. There are also no other reasons to impact her independence with regard to the Company. “Notes commonly applicable to more than one candidate” on page 21 are applicable to Ms. Akemi Ishiwata. – 20 – Notes applicable to multiple candidates 1. 2. Ms. Mariko Bando, Mr. Akira Arima, Mr. Junichi Tobimatsu, Ms. Rochelle Kopp, and Ms. Akemi Ishiwata are candidates There is no special interest between any of the candidates and the Company. for Outside Director. The Company has submitted to the Tokyo Stock Exchange and Nagoya Stock Exchange an Independent Director Notification, indicating that Ms. Mariko Bando, Mr. Akira Arima, Mr. Junichi Tobimatsu, and Ms. Rochelle Kopp are the Independent Director who are unlikely to have conflict of interests with general shareholders. The Company plans to submit notification indicating that Ms. Akemi Ishiwata is also an Independent Director who is unlikely to have conflict of interests with general shareholders. The Company has entered into an agreement with Ms. Mariko Bando, Mr. Akira Arima, Mr. Junichi Tobimatsu, and Ms. Rochelle Kopp that limits their liability for any damage to the Company caused by a failure to perform the duties of a Director if they as Outside Directors have performed the duties in good faith and without gross negligence. The limit of Outside Director’s liability under such agreement is the sum of the amount provided by the items in Article 425, Paragraph 1 of the Companies Act. The Company plans to continue with the agreement if they are elected as Outside Directors. Additionally, if Ms. Akemi Ishiwata is elected, the Company will enter into the limited liability agreement with her. The Company has entered into a directors and officers liability insurance policy with an insurance company as provided for in Article 430-3, Paragraph 1 of the Companies Act. The policy will cover Directors, Audit & Supervisory Board Members, Executive Officers, etc. of the Company and of its main subsidiaries, and the content of the policy is summarized in the Business Report (page 52 of this Notice). If each candidate is reappointed or appointed, they will be included as the insured in the insurance policy. Furthermore, the Company plans to renew such insurance policies at the next term of renewal with the same terms and conditions. 3. 4. 5. – 21 – Skills matrix of Directors and Audit & Supervisory Board Members expected after the close of this Annual Shareholders Meeting From the perspective of making decisions on important matters, such as management strategies, and supervising the execution of duties, the Company has determined that the following skills (knowledge, experience, and competence) are necessary for ensuring that the Board of Directors functions effectively: i) Basic skills that are generally required “Corporate management,” “personnel affairs / HR development,” “legal and compliance,” “risk management,” “finance / accounting” ii) Relevant skills given that the Group’s core business is insurance business and the Group is operated globally “Insurance business,” “international” iii) Skills necessary for business transformation and addressing issues that are considered important by the market, in view of the current business environment of the Company “IT / digital,” “sustainability” For Audit & Supervisory Board Members, we have determined that “finance / accounting” skills are important. The Company believes that the Board of Directors as a whole has the necessary skills, as shown in the skills matrix below. Corporate management International IT / digital Sustainability Legal and compliance Risk management Finance / accounting Insurance business Personnel affairs / HR development Skill Director Director Director Director Director Director Outside Director Officers Yasuyoshi Karasawa Yasuzo Kanasugi Noriyuki Hara Tetsuji Higuchi Masahito Fukuda Yusuke Shirai Mariko Bando Akira Arima Outside Director Junichi Tobimatsu Outside Director Rochelle Kopp Outside Director Akemi Ishiwata Outside Director ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ – 22 – Hidema Jinno Audit & Supervisory Board Member ○ ○ ○ ○ Kunio Chiyoda Kyoko Uemura Atsuko Suto Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Outside Audit & Supervisory Board Member ○ ○ ○ ○ ○ ○ – 23 – (Reference) Act. Criteria for the Selection of Director Candidates and Audit & Supervisory Board Member Candidates 1. Outside Director candidates and Outside Audit & Supervisory Board Member candidates Candidates must meet the following requirements. Must not be disqualified from serving as a Director or Audit & Supervisory Board Member pursuant to the Companies Must not be disqualified from serving as a Director or Audit & Supervisory Board Member of an insurance holding company pursuant to the Insurance Business Act Must have a sufficient level of public credibility. An Outside Audit & Supervisory Board Member must satisfy the eligibility requirements for an Audit & Supervisory Board Member pursuant to the Insurance Business Act, etc. Additionally, candidates must satisfy the following three requirements (1) Eligibility A candidate must have the qualities listed below that are necessary to monitor the overall management of the Company and provide advice, based on a general knowledge of company management and a basic understanding of the roles of the Directors and Board of Directors. ○ Ability to discern facts from materials and reports ○ Capability to detect problems and risks and apply own knowledge to solve them ○ Capacity to appropriately monitor management strategy and provide advice ○ Mental independence to openly question, debate, re-examine, continuously deliberate, and propose ideas in opposition to a resolution (2) Expertise (3) Independence Must have knowledge in a specialized field such as management, accounting, finance, law, administration, or social/cultural affairs, and have a record of achievement in that field. The following persons are ineligible. 1) An executive of the Company or a subsidiary of the Company. 2) A Director or Audit & Supervisory Board Member of a subsidiary of the Company. 3) A person for whom the Company is a major business partner (i.e. a person who received payments from the Company or subsidiaries of the Company that represent 2% or more of annual consolidated sales for the most recent fiscal year), or an executive thereof. 4) A major business partner of the Company (i.e. a person who made payments to subsidiaries of the Company representing 2% or more of the Company consolidated direct net premiums written (excluding premiums of saving-type insurance) premium from policy holders for the most recent fiscal year), or an executive thereof. 5) Any of the Company’s top 10 largest shareholders (or, if the shareholder is a corporation, an executive thereof). 6) An executive of a company to which the Company or a subsidiary of the Company has appointed a Director. 7) A consultant, accounting professional, or legal professional who has received, other than officer remuneration, average cash or other financial benefits of at least 10 million yen per year for the past three years from the Company or subsidiaries of the Company. 8) A person falling under any of the items 2) through 7) during the past five years. 9) An executive of the Company or subsidiaries of the Company in the past. 10) A spouse or second-degree or closer relative of a person listed in items 1) through 9) above. * Term limits The total terms of office for newly elected Outside Directors and Outside Audit & Supervisory Board Members from April 1, 2015 onward are as listed below. 1) For Outside Directors, the expectation is 4 terms, 4 years, renewable for a maximum of 8 terms, 8 years. 2) For Outside Audit & Supervisory Board Members, in principle the total term is 1 term, 4 years, but this is renewable for a maximum of 2 terms, 8 years. 2. Candidates for Director other than Outside Director and candidates for Audit & Supervisory Board Member other than Outside Audit & Supervisory Board Member Candidates must meet the following requirements. Must not be disqualified from serving as a Director or Audit & Supervisory Board Member pursuant to the Companies Must not be disqualified from serving as a Director or Audit & Supervisory Board Member of an insurance holding company pursuant to the Insurance Business Act. Must satisfy the eligibility requirements for a Director or Audit & Supervisory Board Member who engages in daily business at an insurance company pursuant to the Insurance Business Act, etc. Additionally, a candidate must have varied experience as well as highly specialized experience and must embody our corporate philosophy in the exercise of leadership. Act. – 24 – (Reference) Succession Plan As part of its aim to achieve sustainable growth and enhance the corporate value of the Group, the Company positions the selection and dismissal of the Group CEO (hereinafter referred to as the “CEO”) and the fostering as successors as a key management issue, and has thus formulated a succession plan. The outline of the plan is as follows. 1. Criteria for CEO selection ・ Ability to embody the Group’s mission, vision and values, and having the concept of creating shared value (CSV) with society in his/her own system of values ・ Ability to plan and build future visions ・ Fairness and impartiality ・ Ability to develop human assets ・ Ability to demonstrate leadership ・ Global response capability ・ Acting in the Group’s best interest 2. CEO Selection Process (1) Recommendation by current CEO ・ The current CEO prioritizes the candidates and recommends them to the Nomination Committee (the majority of whose members and the chairperson are appointed from among Outside Directors). ・ Candidates may be from within the Group as well as outside the Group. (2) Deliberation by the Nomination Committee ・ The Nomination Committee deliberates on candidates recommended by the CEO. ・ Outside Directors can recommend other candidates. (3) Resolution by the Board of Directors ・ After (1) and (2) above, the Nomination Committee advises the Board of Directors which makes the final decision. 3. Development Plan for CEO Candidates The CEO must position the development of a large number of candidates as an important role for him/her and provide the candidates from inside the Group with the following experience as needed. ・ Multiple departments (management, operations, international, sales, claims services, systems, etc.) ・ Management of domestic operating companies and overseas subsidiaries 4. CEO Dismissal Process (1) When an Outside Director deems it necessary to discuss dismissal, such as when the CEO is subject to the prohibitions stipulated in the Executive Officers Rules (violating obligations set forth in the Companies Act and other laws and regulations or company regulations, etc.) or when it is determined that it is difficult for the CEO to properly continue his/her duties due to health reasons or other reasons, the Outside Director shall deliberate on his/her own initiative with members of the Nomination Committee excluding the CEO. Based on the results of the deliberation, necessary procedures are carried out in accordance with the Companies Act and internal regulations. (2) Directors who are not Outside Directors may request a meeting of the Board of Directors to be convened in accordance with the Rules of the Board of Directors and submit proposals for dismissal of Directors at the Shareholders Meeting. – 25 – (Reference) Ratio of Strategic Equity Holdings 1. MS&AD Insurance Group Basic Policy for Reduction of Strategic Equity Holdings With the core business of insurance, the Group carries out diversified investment in a variety of investment assets (securities and shares). We are building a strong financial base by steadily acquiring asset management revenue. Strategic equity holdings are investments in shares that are held for the long term to maintain and strengthen our overall transactional relationships. The dividends of those investments are a major management method, which accounts for around 40% of the interest and dividend revenue of domestic non-life insurance subsidiaries. We are also continually working on reducing the total amount of strategic equity holdings, so as to lessen the impact of stock price fluctuations from large stock holdings and to build a strong financial base. risk amount. The ratio of strategic equity holdings is set at a proportion of the balance of the Group’s total assets (net assets and liabilities), based on the fact that investment assets account for a large proportion of total assets. The ratio is set at less than 10% of the Group’s consolidated total assets, and less than 30% of the Group’s Since the Group’s launch in 2010 until FY2021, we have achieved a cumulative reduction of 1,490 billion yen. In the five years since FY2017, we have surpassed our target of 500 billion yen and achieved a reduction of 620.8 billion yen. As of March 31, 2022, the fair value balance of strategic equity holdings was 2,834.9 billion yen. In FY2019, we achieved our targets for the ratio of the Group’s consolidated total assets and the Group’s risk amount. However, since FY2020 the balances have grown to be more than the reduction amounts due to the rising price of stock holdings. As a result, as of March 31, 2022, the ratio was 11.3% of the Group’s consolidated total assets and 32.5% of the Group’s risk amount. Although these ratios are slightly above the targets, we are steadily reducing the number of brand stock holdings. As we work toward achieving our targets going forward, in the four years of the Medium-Term Management Plan (FY2022-2025) we will continue to reduce holdings by 400 billion yen. End-FY2016 End-FY2017 End-FY2018 End-FY2019 End-FY2020 End-FY2021 12.5% 12.7% 10.9% 9.2% 11.8% 11.3% 34.4% 32.7% 28.8% 26.1% 34.0% 32.5% FY2017 FY2018 FY2019 FY2020 FY2021 ¥151.3bn ¥136.7bn ¥111.8bn ¥102.7bn ¥118.1bn FY2017-2021 ¥500.0bn ¥620.8bn – 26 – Ratio to Group consolidated total assets (target: less than 10%) Ratio to amount of Group risk (target: less than 30%) Reduction target 5-year cumulative Actual reduction 5-year cumulative Each fiscal year 2. Verification of Propriety of Strategic Equity Holdings and Reduction Efforts Mitsui Sumitomo Insurance and Aioi Nissay Dowa Insurance examine the propriety of their strategic holdings by each equity based on income generated from holding the equity and balance of insurance contract as to whether the purpose of the holding is appropriate and whether the benefits and risks associated with the holding are commensurate with the capital cost. The results of these examinations are confirmed by the Company’s Board of Directors. Based on the results of the examinations of each equity, constructive dialogue takes place with regard to equities that do not meet the objective of the rationale and are particularly in need of improvement. The equity will continue to be held in the event that an improvement is anticipated, and sale negotiations will be entered into in the event that an improvement is not anticipated. We may sell our holdings even when the rationale for holding the equity is recognized, taking into consideration the market environment and our business and financial strategies. Strategic Equity Holdings 3. Criteria for Ensuring Appropriate Handling of the Exercise of Voting Rights Pertaining to Mitsui Sumitomo Insurance and Aioi Nissay Dowa Insurance have expressed their acceptance of Japan’s Stewardship Code, and these companies published reports providing an overview of their measures to address Japan’s Stewardship Code and their stewardship activities. The exercise of voting rights is seen to be an important means of influencing the management and improving the enterprise value of investee companies. Therefore, decisions are not made uniformly based on formulaic short-term criteria, but rather in terms of enhancement of enterprise value in the medium- to long-term and improvement in shareholder returns, among others, based on dialogue with investee companies. When exercising voting rights, the Company has established specific standards and guidelines for making judgments on items such as whether the company in question is managed with an emphasis on growth of the company and the interests of shareholders, and whether the company is engaged in any antisocial behavior. Proposals are also judged based on the results of dialogue with the company concerned following a detailed examination of individual issues as required, including cases that meet the Company’s standards and guidelines. – 27 – Attached Documents BUSINESS REPORT FOR THE 14TH TERM (FY2021) (from April 1, 2021 to March 31, 2022) 1. Matters Concerning the Current Status of the Insurance Holding Company (1) Progress and results of business of the corporate group During the fiscal year under review, the global economy saw gradual improvements in the difficult situation due to the impact of COVID-19 that has been spreading globally. On the other hand, an inflationary trend emerged on the back of the rise in raw material prices and supply constraints. In the fiscal year under review, the final year of the Medium-Term Management Plan “Vision 2021” which started in FY2018, the Group has been making efforts for the three key strategies of “Pursue Group’s comprehensive strengths,” “Promote digitalization,” and “Reform portfolio,” aiming to realize “a world-leading insurance and financial services group” and build a “resilient system that can timely respond to changes in environment.” As a result, the Group successfully maintained its business scale that ranks among the top 10 non-life insurance groups in the world, while meeting the profit level exceeding its target (Group Adjusted Profit of 300.0 billion yen) of 347.1 billion yen. From the perspective of financial soundness, the Group’s ESR was 228%, exceeding the target (180% – 220%). However, from the perspective of capital efficiency, Group Adjusted ROE was 9.5%, falling short of the target (10%), due to the impacts of an increase in asset value. Pursue Group’s comprehensive strengths Promote digitalization The Group promoted various measures that leverages its diversity, such as sales expansion of jointly developed products by MSI and ADI, the Group’s two core non-life insurance companies, sales promotion of the products of Mitsui Sumitomo Primary Life through the sales network of Mitsui Sumitomo Aioi Life, and the expansion of concurrent selling of life insurance and non-life insurance products. Meanwhile, we worked to improve quality and productivity through such measures as the implementation of a new claims service system to provide high-quality accident claim services and the standardization of products and administration. At the same time, we pushed forward with business style reform, including the maximum utilization of the renewed online system to support agent operations (insurance estimation, preparation of application forms,