Unwinding of Cross-Shareholdings: MS&AD & Toyota

As announced on July 23, 2024, MS&AD Insurance Group Holdings determined at a meeting of its Board of Directors held on the same date to tender part of the shares of common stock of Toyota Motor held by Mitsui Sumitomo Insurance Company and Aioi Nissay Dowa Insurance, the Company’s subsidiaries, in the tender offer conducted by Toyota Motor from July 24, 2024. As the period of the Tender Offer expired on August 26, 2024, the Company hereby announces that the number of shares to be sold by MSI and ADI has been determined.

As a result of the Tender Offer, 79,900,000 shares out of 94,690,635 shares of common stock of Toyota Motor tendered by MSI and 4,352,800 shares out of 5,158,520 shares of common stock of Toyota Motor tendered by ADI will be purchased by Toyota Motor. With that, MS&AD Insurance Group holds 215,294,455 shares (Ownership Ratio of Toyota Motor’s Shares: 1.60%) after the tender offer.

As a result of the sale of shares through the Tender Offer, the Company expects to record a gain on sales of investment securities of approximately 207 billion yen (before tax) in its consolidated financial results for the fiscal year ending March 31, 2025. This amount has decreased compared to the estimated amount of gain on sales of investment securities (after tax) announced on July 23, 2024, after being revised to a pre-tax basis. This decrease is due to the fact that the total number of shares tendered in the Tender Offer exceeded the maximum number of shares to be purchased, and the Toyota Motor would purchase shares by the pro rata allocation method. The Company is currently not planning to revise the earnings forecast since the gain was included in the earnings forecast of the Company at the beginning of the year.

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