August 27, 2024

Name of Listed Company:

MS&AD Insurance Group Holdings, Inc.

Name of Representative:

Shinichiro Funabiki, 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 Result of Tender Offer for Own Shares
MS&AD Insurance Group Holdings, Inc. (the “Company”) resolved at the Meeting of Board of Directors
dated July 23, 2024, to authorize a purchase of its own shares pursuant to the provisions of Article 156 ofthe Companies Act, as applied by replacing certain terms pursuant to the provisions of Article 165,Paragraph 3 of the Companies Act and the provisions of its Articles of Incorporation and conduct a tender
offer to purchase its own shares (the “Tender Offer”) as the specific purchase method. As the Tender Offer
was conducted from July 24, 2024 and concluded on August 26, 2024, the Company hereby announces theresult thereof, as described below. The Company plans to conduct the acquisition of its own shares (marketpurchases) after the conclusion of the Tender Offer as described in the “Notice Regarding Tender Offer forOwn Shares and Subscription to Tender Offer for Own Shares by Toyota Motor Corporation and Expected
Recognition of Gain on Sales of Investment Securities” announced on July 23, 2024.
The results of the subscription of the shares of common stock of Toyota Motor Corporation held by
Mitsui Sumitomo Insurance Company, Limited and Aioi Nissay Dowa Insurance Co., Ltd., the Company’s
subsidiaries, to tender offer for own shares by Toyota Motor Corporation and recognition of gain on salesof investment securities will be announced separately.

1. Outline of Tender Offer(1) Name and address of tender offeror
MS&AD Insurance Group Holdings, Inc.
27-2, Shinkawa 2-chome, Chuo-ku, Tokyo(2) Class of listed share certificates, etc. subject to tender offerCommon stock(3) Period of tender offer(A) Period of tender offer (the “Tender Offer Period”)

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From Wednesday, July 24, 2024 to Monday, August 26, 2024 (23 business days)(B) Date of public notice of commencement of tender offer
Wednesday, July 24, 2024

(4) Price of purchase (the “Tender Offer Price”)
3,298 yen per share of common stock(5) Method of settlement(A) Name and location of head office of financial instruments business operator/bank etc. in charge ofsettlement of tender offer(Tender offer agent)Daiwa Securities Co. Ltd. 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo(B) Commencement date of settlement
Wednesday, September 18, 2024

(C) Method of settlement
A notice regarding the tender offer will be mailed to the address or location of those shareholders
who have accepted the offer for purchase of the share certificates, etc. or have offered their sharecertificates, etc. for sale in connection with the Tender Offer (the “Tendering Shareholders”) or to thestanding proxy in the case of foreign resident shareholders (including corporate shareholders) (the“Foreign Shareholders”) without delay after the expiration of the Tender Offer Period.
The purchase will be settled in cash. The purchase price less applicable withholding tax (Note) will
be remitted from the tender offer agent to the location specified by the Tendering Shareholders (or tothe standing proxy in the case of the Foreign Shareholders), or to be paid at the head office or otherJapanese branches of the tender offer agent which received the application, without delay after thecommencement date of the settlement.
(Note) Taxation on shares purchased through the tender offer
For specific questions concerning taxation, each shareholder is kindly advised to consult
professionals such as tax accountants and to make decisions at its own discretion.

(a) Individual shareholders(i) If the Tendering Shareholders are individual shareholders who are either residents in Japan or
non-residents with permanent establishment in Japan:
If the amount of money to be received in return for tendering and delivering shares through2the Tender Offer exceeds the portion of the Company’s share capital, etc. (in the case of aconsolidated entity, the amount of consolidated individual share capital, etc.) corresponding tothe shares that gave rise to such receipt of money, the amount of such excess will be deemed tobe dividend income and will be taxed. Such amount of deemed dividend income will be subject
to 20.315% withholding tax in principle (income tax and special income tax for reconstruction
under the Act on Special Measures for Securing Financial Resources Necessary to Implement
Measures for Reconstruction following the Great East Japan Earthquake (Act No. 117 of 2011,as amended) (the “Special Income Tax for Reconstruction”) at 15.315% plus inhabitant tax at5%) (in the case of non-residents with permanent establishments in Japan, no inhabitant tax will
be withheld through special collection); provided, however, that with respect to shareholders
who fall under the category of large shareholders, etc. (the “Large Shareholders”) as provided
for in provisions of Article 4-6-2, Paragraph 38 of the Order for Enforcement of the Act onSpecial Measures Concerning Taxation (Cabinet Order No. 43, 1957, as amended), such amountof deemed dividend income will be subject to 20.42% withholding tax (income tax and Special
Income Tax for Reconstruction only). The amount of money to be delivered in return for
tendering and delivering shares through the Tender Offer, less the amount of deemed dividend
income, will be income from the transfer of shares. The amount of income from the transfer ofshares less acquisition cost relating to such shares will, in principle, be subject to separate selfassessment taxation.
In the case where a shareholder tenders the shares in a tax-exempt account as provided for inprovisions of Article 37-14 (Tax exemption for capital gains, etc. from small amounts of listed
shares in a tax-exempt account) of the Act on Special Measures Concerning Taxation (Act No.
26 of 1957, as amended) (the “Tax-exempt Account”) pursuant to the Tender Offer, if thefinancial institution business operator at which such Tax-exempt Account is held is Daiwa
Securities Co. Ltd., income from the transfer of shares pursuant to the Tender Offer will, inprinciple, be tax-exempt; provided, however, that if such Tax-exempt Account is held at afinancial institution other than Daiwa Securities Co. Ltd., the aforementioned treatment may notapply.

(ii) If the Tendering Shareholders are non-residents without permanent establishment in Japan:
The amount deemed to be dividend income will be subject to 15.315% withholding tax(income tax and Special Income Tax for Reconstruction only); provided, however, thatshareholders who fall under the category of the Large Shareholders will be subject to 20.42%
withholding tax (income tax and Special Income Tax for Reconstruction only). Further, income
arising from the transfer of shares is, in principle, not subject to taxation in Japan.

3(b) Corporate shareholders:
As taxation on deemed dividend, if the Tender Offer Price exceeds the Company’s share capital,etc. per share, the amount of such excess will be, in principle, subject to 15.315% withholding tax(income tax and Special Income Tax for Reconstruction only).
In addition, the amount deemed as dividends to be paid by the Company to the Tendering
Shareholders (limited to corporations having their head office or principal office in Japan (domesticcorporations)) who directly own more than one-third of the total number of issued shares of theCompany as of the record date for the payment of such dividends, etc. shall not be subject to income
tax and Special Income Tax for Reconstruction and would not subject to the withholding tax.

2. Result of Tender Offer(1) Number of shares purchased
Class of share

Number of shares toExpected number of

Number of shares

Number ofcertificates, etc.

be purchasedexcess sharestenderedshares purchased

Common stock

52,610,900 shares- shares52,942,938 shares

52,610,916 shares(2) Calculation where shares are purchased by pro-rata allocation method
Since the total number of the share certificates, etc. tendered for sale through the Tender Offer (the“Tendered Shares”) exceeded the number of shares to be purchased (52,610,900 shares), the Company will
not purchase all or part of such excess, and will implement the purchase of shares and other settlement withregard to the purchase, etc. of share certificates and the like by the pro rata allocation method provided inprovisions of Article 27-13, Paragraph 5 of the Financial Instruments and Exchange Act (Act No. 25 of1948; as amended; the “Act”) as applied mutatis mutandis pursuant to provisions of Article 27-22-(2),Paragraph 2 of the Act, and provisions of Article 21 of the Cabinet Office Order on Disclosure Requiredfor Tender Offer for Listed Share Certificates by Issuers (Ministry of Finance Order No. 95, 1994 asamended) (if the number of the Tendered Shares of a Tendering Shareholder includes shares constituting
less than one minimum trading unit (100 shares), the number of shares to be purchased from such Tendering
Shareholder, which was calculated using the pro rata allocation method, will be up to the number of theTendered Shares of such Tendering Shareholder).
Since the total number of shares to be purchased from each Tendering Shareholder, which wascalculated by rounding off the number of shares constituting less than one minimum trading unit arisingfrom the calculation using the pro rata allocation method, was less than the number of shares to bepurchased, the Company increased the number of shares to be purchased by one minimum trading unit
(or to the number of the Tendered Shares of each Tendering Shareholder, when the purchase of anadditional unit would cause an excess in the number of the Tendered Shares) for each Tendering
Shareholder in descending order beginning with the Tendering Shareholders having the largest number4

of rounded-down shares, to the extent that the total number of shares purchased became equal to orgreater than the number of shares to be purchased.

3. Locations for Public Inspection of Copies of the Tender Offer report
MS&AD Insurance Group Holdings, Inc.
(27-2, Shinkawa 2-chome, Chuo-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)
Nagoya Stock Exchange, Inc.
(8-20, Sakae 3-chome, Naka-ku, Nagoya)<Reference>Contents of the resolution of the meeting of the Board of Directors held on May 20, 2024
(1) Class of shares to be purchased

Shares of common stock of the Company(2) Total number of shares to be purchased

130,000,000 shares (Maximum)(8.17% of the total number of issued shares as of July 23,2024, excluding treasury shares)(3) Aggregate amount of purchase price

190,000,000,000 yen (Maximum)(4) Period of purchase

From May 21, 2024 to December 23, 2024

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