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

February 29, 2024
Mitsui Sumitomo Insurance Co., Ltd.

Submission of Business Improvement Plan
Mitsui Sumitomo Insurance Co., Ltd.(President: Shinichiro Funabiki) of the MS&AD Insurance Group submitted its
business improvement plan to the Financial Services Agency today in accordance with the business improvement
order dated December 26, 2023.
We sincerely apologize for any inconvenience caused by this administrative action related to price fixing issues toour valued customers and all affected parties.
We are committed to addressing this matter seriously and have developed a business improvement plan that prioritizes“customer focus” and “legal compliance” as fundamental principles guiding all our business activities. Throughdiligent implementation of the plan, we are determined to fundamentally transform, improve, and enhance various
aspects of our business including the competitive environment, business promotion system, insurance underwriting
management system, legal compliance system, corporate culture, and governance system to restore the trust of ourcustomers and stakeholders.
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Outline of Business Improvement Plan
We conducted a rigorous investigation in compliance with an order requiring reporting(No.1580/No. 2077) under
Article 128, Paragraph 1 of the Insurance Business Act. This investigation, led by an investigative committee chairedby Yoshiharu Kojima, an attorney at law of the law firm Ikeda Someya, aimed to elucidate the actual occurrences ofconducts believed to contravene the Antimonopoly Law and deemed inappropriate in accordance with the Law's
objectives (hereafter referred to as “inappropriate conducts”).
As a result, we recognized that we had engaged in activities that is considered to be in conflict with the Antimonopoly
Law against 76 policyholders in connection with the bidding of corporate insurance policies, and that these conducts
were not limited to any specific department or individual, but were widespread, primarily within the corporate sales
division of our company. Based on these findings, our company received business improvement orders based on
Article 132, Paragraph 1 of the Insurance Business Act. Through additional investigation, we have discovered that
inappropriate conduct in conflict with the Antimonopoly Law had been committed against 108 policyholders inconnection with the bidding of corporate insurance policies.
We apologize for inconvenience or concern may have caused our customers and other stakeholders. We take theadministrative actions very seriously will make every effort to make improve and prevent recurrence, and today
submitted Business Improvement Plan to the Financial Services Agency of Japan.
In formulating this business improvement plan, we reviewed the Management Philosophy, the Management Vision,and the Management Guidelines (Mission, Vision, Value, hereafter referred to as “Group’s MVV”†1) in order toreview our company's standing in society and reviewed the behavior that should be the norm for all employees..
After establishing the basic concept of the business improvement plan and the code of conduct, improvement
measures are concretely formulated based on the gap between the current issues in each area and the ideal target
Our management and all employees will collaborate to guarantee the execution of this plan, and through continuous
improvement, we aim to regain the trust from society and customers.

Formulation of business improvement plan
Based on this business improvement order, we will restructure our business model to enhance our corporate value forthe benefit of our customers and society. Our management will promptly identify the changes in our businessenvironment and continuously review our business model and management strategy.
We will also establish a framework to strike the right balance between risk-taking and risk management to ensure thesustainability of our business model. To ensure the effective operation of this framework and maintain the optimalbalance of our business model, all employees—not solely management—will commit to continuously optimizing ourbusiness model, and we will build a comprehensive system within each of the three lines(first line/second line/thirdline †2).
In order to ensure that the three lines fulfill their roles and functions, we will work toward developing a sharedunderstanding of management philosophy and vision at a deep level between management and employees. After
reviewing the code of conduct, we will ensure its integration among all employees and implement HR systeml reforms
to facilitate the transformation of the organizational climate and corporate culture (hereafter referred to as "culture")that will serve as the foundation for realizing the Group's MVV.
To achieve the Group's MVV, the first line will deliver value that customers consistently choose in a fair andcompetitive environment. This will involve changing industry practices, enhancing customer-centric business
operations, emphasizing the essential role of an insurance company, and thoroughly managing profitability.
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In the second line, after clarifying the organizational structure, positioning, and area of responsibility, we will appoint
personnel capable of fully demonstrating the role of risk management in an integrated manner. Our system will bestrengthened through Predictor Detection Countermeasure Meetings, consisting of management, second- and thirdline general managers, and outside experts.
In the third line, we will assign the staff who understand business models and management strategies, increase theirinvolvement in management processes and establish a comprehensive auditing system from compliance audits, riskbased audits to advisory support to contribute to management strategies.
<Diagram>†1: MS&AD Insurance Group, to which our company belongs, has adopted the Group’s MVV since its
establishment in April 2010 and aim to realize and achieve this goal.
†2: Based on the concept of risk management by financial institutions, the business unit is called the first line, themanagement unit is called the second line, the internal audit unit is called the third line, and the general termof all units is called "three lines."3

1. Efforts to create fair and competitive environment
In order to establish an appropriate competitive environment, we will ensure that our employees and agents are
fully engaged in sales activities based on customer-centric business operations and that the level of our activities isenhanced in order to realize our customer-centric business operations and our insurance company's proper role. We
will also work to improve the surrounding environment required for an appropriate competitive environment inboth our company and our client companies.
(1) Customer-centric business operations
In addition to efforts to review and establish the policy on "customer-centric business management," the Company
will disseminate the importance of "customer-centric business management," the intent of the policy review, andthe significance of the initiatives from the top management to all employees in the "Company Quality Month"established in July of each year, in order to disseminate the information to all employees and make it fully
known.(from May 2024)(2) Support for system development of client companies
We will strengthen the assistance for our client companies in developing risk management systems.(from April
2024) This includes creating a model bid specification to facilitate their bidding process, promoting our clients its
use, and advocating its standardization within the industry.(from March 2024)(3) Correction of competitive factors
In order to promote the transformation to a competitive environment in which the provision of quality products
and services can be evaluated, which is the primary role of insurance companies, we will take the initiatives asfollows.
① Further reduction of strategic equity holdings
We established the policy that we will not hold strategic equity holdings for insurance transactions. (February2024) We will reduce our strategic equity holdings(listed stocks) to ZERO within the period of the next
medium-term management plan (by the end of March 2030).
② Review of support for client’s core businessWe will review the management of core business support for clients, which may be one of the factor to hinder
the proper competitive environment in the corporate insurance business, and formulate standards for corebusiness support implementation in order to purchase services and goods necessary for the execution ofbusiness with appropriate quantity, quality, and effectiveness. We will also start monitoring "inappropriate corebusiness support."(from April 2024)③ Review of secondment criteria
The purpose of secondment with the agreement to return to the company is limited to "securing diversity andhuman resources development of employees," "strengthening internal management systems of agents,""regional revitalization (regional economic revitalization) and innovation fields," "development and upgradingof risk management systems of secondments," "acquisition of know-how and knowledge of secondments anddeepening understanding of business models," "co-creation projects with business partners," and "other projects
that contribute to the upgrading of our company's own offering value and improvement of business operations".
Secondment for the purpose of "increase the premium" or "strengthening of relationships with client companies
and agents" and secondment for the purpose of merely replenishing staff at secondments are not implemented
in principle.(from April 2024)(4) Optimization of coinsurance arrangement management① Management of coinsurance
We will steadily implement various measures based on the rules and regulations concerning the Antimonopoly
Law, which were established in October 2023, and the guidelines prepared by the General Insurance Associationof Japan. At the same time, we will continue to examine our approach to the most appropriate insurance
arrangement for customers and new ways of creating coinsurance arrangement.
② Study on corporate agent functions
We will define/disseminate the target and expected roles of corporate agents, clarify the scope of their involvement4

in the insurance arrangement process, and establish a framework for supervision.(from April 2024)(5) Development of rules and regulations regarding the Antimonopoly Law and education of employees and agents① Development of a new insurance underwriting manual aligned with the provisions of the Antimonopoly Law
The new manual has clarified the rules for sharing information with other companies. We are ensuring that it isthoroughly disseminated internally. (from October 2023)② Implementation of a process to specify the source of information from other companies
If information is obtained from a party other than the policyholder at the time of underwriting, an Antimonopoly
Law Compliance Confirmation Sheet has been used to document the source of the information.(from October2023)③ Establishment of employee counseling service on Antimonopoly Law
To enable all employees to consult proactively on legal issues, including the Antimonopoly Law, we haveestablished a new consultation service with legal counsels who specialize in this area.(from November 2023)

2. Establishing proper business promotion system
In order to establish proper sales promotion system, while changing market practices, we will examine new ways
and systems for sales promotion that can achieve sustainable growth in a proper competitive environment.
(1) Review of evaluation criteria① Review of the evaluation criteria of the sales department
We will review the evaluation criteria that heighten the importance of securing profitability through customercentric initiatives and foster a business mindset that contributes to customers and society(from April 2024).
② Proper management of individual evaluation
We clearly state that target of the sales staff will be set in conjunction with the organizational evaluation items of
the sales organization. and we will ensure that our customer-centric initiatives are properly evaluated(from April
2024).
(2) Strengthening the corporate sales division① Establishment of support organizations
The corporate process transformation team was established in the commercial marketing & sales promotion
department (November 2023) to prevent inappropriate behavior due to the lack of experience and skills of corporate
sales representatives.
② Improvement of workplace environment for sales representatives
We will reorganize and enlarge the corporate sales department in order to review the types of industry in which they
are in charge and to stimulate communication by enlarging the size of the organization, thereby realizing anenvironment in which they can work properly. In line with the enlargement of the organization, we will actively
promote units that can be established under the authority of the line manager and strengthen cooperation among
sales representatives including the unit manager, thereby creating an environment in which it is easy to consult(from April 2024).

3. Establishing proper insurance underwriting management system
In order to establish a proper insurance underwriting management system, we will improve underwriting
capabilities and risk literacy at the company-wide level.
(1) Fundamental strengthening of profitability management① Strengthening Underwriting
We enhance the insurance underwriting with an emphasis on profitability by sophisticating the current risk baseprofitability management. We will also collaborate with external companies to examine and verify the practicalapplication of AI technology in calculating insurance conditions and premiums that accurately reflect actual risk
conditions based on data.
5② Insurance rate management based on risks
We will enhance the current risk-based rate management, grasp the expected value of future expenditures(claim,etc.) and the risk margin (reinsurance cost and capital cost) of insurance contracts, incorporate the risk
margin into the rate management, and thoroughly apply risk-based insurance rate to ensure profit based on the
expected value (from October 2024).
③Review of the evaluation system of the sales division
A new index that recognizes and evaluates profitability at the time of underwriting will be introduced as the"medium- to long-term contribution to corporate profits" index under the organizational evaluation system (from
April 2024).
④Verification of the appropriateness of the insurance premiums, etc., offered by sales division to client companies
The internal audit department validates the underwriting process for corporate insurance products using two
methods: on-site inspection and on-site monitoring(sampling check). (from April 2024).
4. Establishing proper legal compliance system
In order to establish proper legal compliance system, we will strengthen our forecasting and predictive detection
functions by ensuring that management has sufficient imagination for the risks present in our business models andmanagement strategies, by developing a risk management framework that enables us to grasp risks in a broad andquantitative manner and to consider them widely in advance when considering our business models andmanagement strategies, and by establishing a system for sharing information with management in a timely manner.
(1) Strengthening the compliance and risk management system
In order to strengthen our ability to detect predictors related to legal and conduct risks, we have newly establishedthe Predictor detection team in the Risk management department(November 2023), the Customer focus team in
the Corporate quality control department(November 2023), and the Improvement recommendations team in theInternal audit department(December 2023). We have also established the Legal conduct risk unit within thePredictor detection team(November 2023). Additionally, we have formed the Predictor detection countermeasurescommittee(December 2023) which is tasked with assessing and predicting how shifts in the social environment
and the diversification of values will impact our existing and new business strategies. It will facilitate in-depth
discussions on legal and conduct risks, including a review of business strategies.
(2) Fostering an environment conducive to internal reporting
At present, the Human resources department and the Compliance department conduct careful investigations basedon thorough confidentiality and protection of whistleblowers, etc., and when reporting is confirmed, appropriate
corrections and guidance (including personnel disciplinary actions) are implemented. In addition, we arestrengthening our efforts to create an environment where whistleblowers can be reported with peace of mind (fromNovember 2023) by making it known within the company that we are leading to improvements in the workplace,and dispelling concerns about "confidentiality" and "protection of whistleblowers" faced by some employees.
(3)Strengthening heads-up on the first line
We will establish a system to automatically detect emails sent from sales representatives to email addresses withdomains from other insurance companies and provide real-time feedback to line section managers. In second line
and third line, we will monitor emails sent to other companies afterward.(from April 2024)(4) Strengthening function of the second line
①Strengthening the compliance department
In order to strengthen the system of the Compliance department under the leadership of the management, we will
establish a system in which employees in the Compliance department have high knowledge of all relevant laws
and regulations, including the Insurance Business Act, and can make appropriate decisions with high risk
sensitivity. In addition, we will establish a system in which we can appropriately determine the need for
consultation with external experts regarding legal risks other than the Insurance Business Act, and proactively
consult with external experts.(from April 2024)
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②Securing the Diversity of Human Resources on the Second LineWe will define and clarify the skills required for each department on the second line, prepare learning programs
that can be systematically mastered, and develop human resources. We will also recruit employees from outside
through matching of necessary skills.(from April 2024)(5)Strengthening function of the third line
The Internal audit department will comprehensively and comprehensively grasp and analyze internal and external
information, conduct flexible reality checks based on detected risk predictors (hypotheses), and establish a system
to promptly make recommendations to management. In addition, with regard to price fixing issues, we will examine
the status of establishment of recurrence prevention measures through off-site monitoring, and conduc audits, etc.
as necessary.(from February 2024)

5. Fostering sound corporate culture
In order to foster a sound corporate culture, we will take the lead in initiatives to ensure that all employees
understand the Group’s MVV and importance of customer-centric business operations. We will promote a corporate
culture that encourages individuals to speak up and initiate reforms in a psychologically safe environment.
(1) Initiatives to be led by management① Messages from top management
We will regularly send out top management messages to employees with their own words to convey the thoughts
and determination of top management to ensure that top management takes the lead in implementing reforms.
② Review and penetration of Group’s MVV and code of conduct
Based on the results of a survey conducted among all employees to respond to changes in the social environment
and to foster common awareness among employees, we will review the Group's MVV and code of conduct. We will
create a tool in the Value penetration project and the management will take the lead to raise awareness among all
employees.
③ HR system reformIn the upcoming HR system reform to be implemented from 2025, we will develop HR systems and processes thatprioritize skills rather than the traditional seniority-based management and promote a corporate culture thatencourages individuals to speak up and initiate reform. We will also incorporate the experience of the second andthird lines into the management's succession plan.
(2) Other Initiatives
We will redesign our internal portal to effectively communicate management messages. We will also establish aninternal website named "Brush-up Box" where employees can post diverse opinions and perceptions about all
aspects of the company's operations to activate two-way communication in each department.(from January 2024)

6. Fundamental strengthening of the management (governance) system
We will further strengthen the functions of the Board of directors and the Audit & supervisory board based on theevaluation and advice of external organizations in order to drastically strengthen our business management(governance) system. In addition, as a means of enhancing internal auditing, we will implement advanced auditing,such as providing advice that contributes to management strategies, instead of the conventional "compliance
auditing" or "risk-based auditing."(1) Improving governance by management①Enhancement of Board of directors function
To enhance the effectiveness of the board of directors, in addition to self-evaluation by board members, we will
incorporate objective evaluations by external organizations and draw insights from advanced practices both
domestically and internationally. (from April 2024)②Strengthening the functions of officers in charge of the second and third lines
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The functions of the officers in charge of the second and third lines will be strengthened through exchanges
between the officers in charge of the second and third lines with the first line divisions and a review of the divisionof duties between the second and third lines.(from April 2024)③Establishment of a framework for making decisions and exercising authority based on risk assessment
In response to risks associated with business execution based on management strategies, etc., we clarify that the
responsible officer and the person exercising authority must identify and assess risks, and then make appropriate
decisions and take necessary actions.(from April 2024)(2) Enhancing Auditors' Audits
In order to develop a system in which the content of audits by company auditors can be fully utilized in theactivities of second line and third line, opportunities for setting priority audit items in audits by company auditors
and for regular reporting from second line and third line to company auditors will be increased.(from April 2024)(3) Strengthening the functions of the third line
① Securing human assets to enhance internal auditing
To enhance internal auditing, we will strive to develop and secure human assets capable of conducting audits that
contribute to management (management audits). To achieve this goal, we will allocate human assets with thenecessary experience and skills and strengthen personnel rotation with other departments to establish a career pathleading to the Internal Audit Department.(from April 2024)② Improving risk response
By responding flexibly to identified risk predictors and changes in the status of significant risks, and by promoting
and supporting initiatives with an awareness of best practices, we will strengthen our advisory functions. We willconduct proactive audits from a management perspective that contribute to the effective achievement ofmanagement objectives and the sustainable growth and enhancement of the corporate value of our Group.(from
April 2024)③Strengthening corporate culture verification
Our company's culture will be appropriately examined from a third-line perspective through internal audits, etc.,
and a system will be established to enable top management to implement its current status, issues, andrecommendations in a timely and appropriate manner (from April 2024).

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7. Clarification of the management responsibility
After receiving the Business Improvement Order, we worked to identify the responsible departments
and clarify the location of management responsibilities. We take our responsibilities seriously and will
reduce executive compensation for the following executives.
Title, Name

Reduction of remuneration

Representative Director: Noriyuki Hara

50% of monthly remuneration × 3 months

Chairman of the Board
Representative Director: Shinichiro Funabiki
President, Chief Executive Officer

50% of monthly remuneration × 3 months

Director, Executive Vice President: Tomoyuki Shimazu

35% of monthly remuneration × 3 months

Senior Executive Officer: Hisaya Okuda

20% of monthly remuneration × 3 months

Director, Senior Executive Officer: Hiroshi Tatematsu

40% of monthly remuneration × 3 month

Director, Senior Executive Officer: Shigeo Kudo

35% of monthly remuneration × 3 months

Senior Executive Officer: Yoshiharu Shimmi

20% of monthly remuneration × 3 monthManaging Executive Officer: Takuya Tsuda

10% of monthly remuneration × 3 months

Director, Managing Executive Office: Naoki Iguchi

35% of monthly remuneration × 3 months

Executive Office: Takehiko Arimoto

10% of monthly remuneration × 3 months

Executive Office: Junichiro Mizukami

10% of monthly remuneration × 3 months

Executive Office: Kazuhiro Tsuji

10% of monthly remuneration × 3 months

Executive Office: Hideki Kawatsu

10% of monthly remuneration × 3 months

Executive Office: Souichi Azuma

10% of monthly remuneration × 3 months

NB: The above list indicates executive officers who have been in charge of responsible departments since FY2018.
8. Promotion of business improvement plans
The measures in the Business Improvement Plan to prevent recurrence will be incorporated into the second stageof the medium-term management plan (2022-2025) starting in April 2024. They will be steadily implemented
under the leadership of the management. Additionally, we will confirm the status of the measures and assess theireffectiveness.
The Business planning department, which is based on the Business planning team of Corporate planningdepartment, will be newly established for steady implementation of the Business Improvement Plan. In addition,
the new Structural transformation promotion team will be established within the department to plan policies andmeasures to realize our vision, and to implement and monitor the progress of cross-divisional initiatives.
Furthermore, the Structural transformation promotion committee will convene at least six times annually as aplatform for executive-level discussions aimed at resolving issues related to this transformation. The meetingsummary will be presented to the Management committee and Board of directors for discussion and endorsement.
This will implement the PDCA cycle and ensure the effectiveness of recurrence prevention measures.
The Internal audit department as independent from the first and second lines, reviews the overall progress of theBusiness Improvement Plan, and reports the assessment of the progress of the Business Improvement Plan to the
management team based on the advice of outside experts. When there are areas where there are problems in the
progress of the Business Improvement Plan, recommendations and advice are provided to the relevant departments
and the management team.
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