June 27, 2022
Name of Listed Company:

MS&AD Insurance Group Holdings, Inc.

Name of Representative:

Noriyuki Hara, President & CEO(Securities Code: 8725, Tokyo Stock Exchange and Nagoya Stock Exchange)

Contact:

Corporate Communications and Investor Relations Dept.
https://www.ms-ad-hd.com/en/ir/contact.html

Notice Regarding Issuance of New Shares as Restricted Stock Remuneration

MS&AD Insurance Group Holdings, Inc. (the “Company”) hereby announces that it resolved in the meeting of
the Board of Directors held today to issue new shares (hereinafter referred to as “Issuance of New Shares”) as stock
remuneration.
1. Overview of Issuance(1) Payment date(2) Class and number ofshares issued(3) Issuance price(4) Total issuance amount(5) Eligible persons
allotted shares, thenumber of said
persons, and thenumber of shares tobe allotted(6) OtherJuly 26, 2022
134,456 shares of common stock
4,079 yen per share
548,446,024 yen
Directors of the Company
Executive Officers of the Company
Directors of subsidiaries of the Company
Executive Officers of subsidiaries of the Company
Associate Directors of subsidiaries of the Company

572462
77

17,124 shares
1,848 shares
45,963 shares
55,871 shares
13,650 shares

The Issuance of New Shares is conditional upon the securities registration statementtaking effect pursuant to the Financial Instruments and Exchange Act.

2. Purpose and Reasons for IssuanceIn the meeting of the Board of Directors held on May 20, 2019, the Company resolved to introduce a restricted
stock remuneration plan as a remuneration system for the Company’s Directors (hereinafter referred to as “EligibleDirectors”) excluding Outside Directors to realize a director remuneration system increasing the linkage between
Director remuneration and business performance and providing an appropriate incentive for sustainable growth forthe purpose of strengthening the Group’s governance and enhancing medium- to long-term corporate value.
Furthermore, in the 11th Ordinary General Meeting of Shareholders held on June 24, 2019, approval was obtainedfor payment of an annual amount of up to 200 million yen in monetary remuneration claims to Eligible Directors ina separate framework from existing monetary remuneration as property contributed in kind pertaining to the grantingof restricted stock, the number of shares to be allotted being a maximum of 130,000 shares per year and the transfer
restriction period for the restricted shares being from the allotment date until the Eligible Director resigns or retires
as Director or other position specified by the Board of Directors, based on the plan. Moreover, in the General Meetingof Shareholders, it was decided that the Board of Directors would determine the amount to be paid per share withina range that is not particularly advantageous to the Eligible Directors based on the closing price of the commonshares of the Company in the Tokyo Stock Exchange on the business day immediately prior to the date of eachresolution of the Board of Directors regarding allotment of restricted stock (in the case that no transactions wereexecuted on that day, the closing price on the most recent trading day preceding that day).
In addition, once the restricted stock remuneration for Eligible Directors was approved in the 11th Ordinary
General Meeting of Shareholders, the Board of Directors of the Company and the Boards of Directors of theCompany’s major subsidiaries(*) decided to introduce similar restricted stock remuneration plans for the ExecutiveOfficers of the Company and the Directors other than Outside Directors, Executive Officers, and Associate Directorsof the Company’s major subsidiaries (hereinafter referred to alongside Eligible Directors as “Eligible Directors,etc.”) (The restricted stock remuneration plans of the Company and the Company’s major subsidiaries are referredto as the “Plan”.).
Moreover, in the meeting of the Company’s Board of Directors held on June 27, 2022, it was decided that (1)monetary remuneration claims would be paid to Eligible Directors and Executive Officers; and (2) it would allot
134,456 shares of the Company’s common stock (hereinafter referred to as the “Allotted Shares”) by means of aproperty contribution in kind with a total of 548,446,024 yen for ① (i) monetary remuneration claims against theCompany paid to 5 of the Company’s Directors and (ii) monetary remuneration claims against the Company paid to7 of the Company’s Executive Officers based on a resolution of the Company’s Board of Directors, and ② (i)monetary remuneration claims against the Company’s major subsidiaries granted to 24 of the Company’s major
subsidiaries’ Directors, (ii) monetary remuneration claims against the Company’s major subsidiaries granted to 62of the Company’s major subsidiaries’ Executive Officers, and (iii) monetary claims against the Company’s major
subsidiaries granted to 77 of the Company’s major subsidiaries’ Associate Directors, on the condition that Eligible
Directors, etc. apply to subscribe for the Company’s shares pursuant to Article 203, Paragraph (2) of the Companies
Act and conclude restricted share allotment agreements in a format and with content specified by the Company.
(*) Mitsui Sumitomo Insurance Co., Ltd., Aioi Nissay Dowa Insurance Co., Ltd., Mitsui Direct General InsuranceCo., Ltd., Mitsui Sumitomo Aioi Life Insurance Co., Ltd., and Mitsui Sumitomo Primary Life Insurance Co., Ltd.
Through a review conducted by the Remuneration Committee, it was determined to grant a total of 548,446,024
yen in monetary remuneration claims and monetary claims and 134,456 shares of common stock considering thepurpose of the Plan and the results of the key performance indicators linked to the performance of each company.
In this subscription, Eligible Directors, etc. pay all of the monetary remuneration claims or monetary claims paidby the Company or the Company’s subsidiaries under the Plan as property contributed in kind to receive issuanceof the Company’s common shares.
Furthermore, a restricted share allotment agreement shall be concluded between the Company and each of the
Eligible Directors, etc. for the issuance of the Company’s common shares through the Plan. The details of this aredescribed in 3. below.
3. Overview of the Restricted Share Allotment Agreement(1) Transfer restriction period
Eligible Directors, etc. may not transfer, establish a security interest on, or otherwise dispose of the Allotted
Shares during the period from July 26, 2022 (payment date) until the date of resignation from any position as aDirector, Executive Officer, or Full-time Auditor of the Board of the Company or a major subsidiary of the Company(however, in the case of an Associate Director, the date of retirement from both positions as Associate Director andemployee of the Company’s subsidiary) (including the date of resignation or retirement).
(2) Conditions for release of transfer restrictions
The Company shall release the restrictions on the transfer of all of the Allotted Shares held by Eligible Directors,etc. (the heir of the Eligible Director, etc. in the case of resignation or retirement of an Eligible Director, etc. due todeath) upon the expiration of the transfer restriction period.
(3) Gratis acquisition by the Company
Immediately after the expiration of the transfer restriction period, the Company shall automatically acquire at nocost all Allotted Shares for which transfer restrictions have not been released as of the time of said expiration.
(4) Malus and clawback
The Company shall operate malus (gratis acquisition during the transfer restriction period) and clawback (transferafter release of transfer restrictions (return of a monetary amount equivalent to the Allotted Shares if they are nolonger held)) if the Company’s Board of Directors finds that a material revision of financial statements, a material
violation of the Group’s internal rules, material damage to the Group’s business or reputation, or a material defectin risk management arises in relation to an act of an Eligible Director, etc. while in office.
(5) Management of shares
In order to prevent the transfer thereof, establishment of security interest thereon, or other disposal thereof during
the transfer restriction period, the Allotted Shares shall be managed during the transfer restriction period in dedicatedaccounts for restricted shares that Eligible Directors, etc. have opened at Daiwa Securities Co., Ltd.
(6) Treatment in the event of organizational restructuring, etc.
In the event that matters regarding a merger agreement under which the Company becomes the disappearing
company, a share exchange agreement or share transfer plan under which the Company becomes a wholly owned
subsidiary of another company, or any other organizational restructuring, etc. are approved in the General Meetingof Shareholders of the Company (or in a Meeting of the Board of Directors of the Company in the case that approvalby the General Meeting of Shareholders of the Company is not required regarding that organizational restructuring,etc.) during the transfer restriction period (however, this shall be limited to cases where the effective date of theagreed-upon organizational restructuring, etc. falls before the expiration of the transfer restriction period), theCompany shall release the transfer restrictions before the effective date of the said organizational restructuring, etc.
with regard to all the Allotted Shares by resolution of the Board of Directors of the Company.
4. Basis for Calculation and Specific Details of Paid-in AmountThe Issuance of New Shares for Eligible Directors, etc. shall be carried out using contributions of the monetary
remuneration claims or monetary claims paid as restricted stock remuneration pertaining to the fiscal year ended
March 31, 2022 (April 1, 2021–March 31, 2022) for the Company or the subsidiaries of the Company pursuant tothe Plan. To ensure that the price is not arbitrary, the issue price shall be 4,079 yen, which is the closing price of theCompany’s common shares on the Prime Section of the Tokyo Stock Exchange on June 24, 2022 (the trading day
immediately preceding the date of the resolution by the Board of Directors). This is the market stock price on thetrading date immediately preceding the date of the resolution by the Board of Directors, and the method ofdetermination and amount of the issue price are believed to be reasonable and not particularly advantageous.

- End -