MSADF / MS&AD Insurance Group Holdings, Inc. - SEC Filings, Annual Report, Proxy Statement

Certification under Rule 466

Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Eisai Co., Ltd., 333-269160) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and time of effec

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts MS&AD Insurance Group Holdings,

333-234892 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts MS&AD Insurance Group Holdings, Inc. (Exact name of Issuer of deposited securities as specified in its charter) Japan (Jurisdiction of Incorporation or organization

JPMorgan Chase Bank, N.A. American Depositary Receipt American Depositary Shares Representing Shares of Common Stock of MS&AD Insurance Group Holdings, Inc. (the "Issuer") (Incorporated under the laws of Japan)

SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

AMERICAN DEPOSITARY RECEIPT

Exhibit (a) NUMBER AMERICAN DEPOSITARY SHARES CUSIP # Each American Depositary Share represents one (1) share of common stock of the Company AMERICAN DEPOSITARY RECEIPT SUBSCRIPTION RIGHTS: Under Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

Rule 466 Certification

Exhibit (e) Rule 466 Certification The depositary, Citibank, N.A., represents and certifies the following: 1. That it previously had filed a registration statement on Form F-6 (Registration No. 333-277660), which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Post-Effective Amendment No. 1 to Form F-6 Registration Sta

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6/A POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS MS&AD INSURANCE GROUP HOLDINGS, I

As filed with the Securities and Exchange Commission on April 1, 2024 Registration No.

  SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts MS&AD INSURANCE GROUP HO

  Registration No. 333-203427   As filed with the Securities and Exchange Commission March 28, 2024.     SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts   MS&AD INSURANCE GROUP HOLDINGS, INC. (Exact name of Issuer of

Certification under Rule 466

Exhibit (e) Certification under Rule 466 The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Hochtief AG, 333-228091), which the U.

Deutsche Bank Trust Company Americas American Depositary Receipt American Depositary Shares Representing Shares of Common Stock of MS&AD Insurance Group Holdings, Inc. (Incorporated under the laws of Japan)

Exhibit (a) SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

As filed with the Securities and Exchange Commission on March 20, 2024 Registration No. 333-150020 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO THE FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1

As filed with the Securities and Exchange Commission on March 20, 2024 Registration No.

THE BANK OF NEW YORK MELLON FORM OF AMERICAN DEPOSITARY RECEIPT STATEMENT OF TERMS AND CONDITIONS WITH RESPECT TO AMERICAN DEPOSITARY SHARES COMMON STOCK OF MS&AD INSURANCE GROUP HOLDINGS, INC. (THE “COMPANY”) (INCORPORATED UNDER THE LAWS OF JAPAN)

Note: The following Form of Receipt and Statement of Terms and Conditions amends the ratio of ADSs to Shares to 1 ADS to 1 Share and also amends and updates the terms and conditions of the American Depositary Shares in various other respects.

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 October 15, 2019

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 October 15, 2019 JPMorgan Chase Bank, N.

Certification under Rule 466

Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Softbank Mobile Service Corp., 333-229175) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and

JPMorgan Chase Bank, N.A. American Depositary Receipt American Depositary Shares Representing Shares of Common Stock of MS&AD Insurance Group Holdings, Inc. (Incorporated under the laws of Japan)

SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

DMLRY / Daimler AG F-6EF - -

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts MS&AD Insurance Group Holdings, Inc. (Exact name of Issuer of deposited securities as specified in its charter) Japan (Jurisdiction of Incorporation or organization of Issuer) JPMorgan Chase Bank, N.A. (E

Certification under Rule 466

Certification under Rule 466 The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Uniper SE, 333-217999) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts MS&AD Insurance Group Holdings,

333-203427 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts MS&AD Insurance Group Holdings, Inc. (Exact name of Issuer of deposited securities as specified in its charter) Japan (Jurisdiction of Incorporation or organization

THE RELEASE OF THE SHARES OF STOCK OF THE ISSUER (AS HEREINAFTER DEFINED) UNDERLYING THE ADSs REPRESENTED BY THIS ADR MAY BE LIMITED TO A UNIT OF SUCH NUMBER OF SHARES OF STOCK AS THE ARTICLES OF INCORPORATION MAY FROM TIME TO TIME DESIGNATE AS A "UN

SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

Certification under Rule 466

EX-99.(E) 4 e613564ex99-e.htm Certification under Rule 466 The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (RIB Software AG 333-194007) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability

SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

EX-99.(A) 2 e613564ex99-a.htm SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security. In the absence of registration under United States Securities Act of 1933 of such rights the Depositary intends to endea

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts ________________________________ MS&AD Insurance Group Holdi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts MS&AD Insurance Group Holdings, Inc. (Exact name of Issuer of deposited securities as specified in its charter) Japan (Jurisdiction of Incorporation or organization of Issuer) DEUTSCHE BANK TRUST COMPANY

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 April 14, 2015

EX-99.(D) 3 e613564ex99-d.htm Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 April 14, 2015 Deutsche Bank Trust Company Americas, as Depositary 60 Wall Street New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited shares of the foreign private

ConvergEx Depositary, Inc. American Depositary Receipt American Depositary Shares For Common Stock of MS&AD Insurance Group Holdings (Incorporated under the laws of Japan [hereinafter the “Company”])

Exhibit (a) CUSIP # XXXXXX XX X Each American Depositary Share represents one-half (1/2) of one Share[s] SUBSCRIPTION RIGHTS: Under Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

LETTERHEAD OF THOMPSON HINE LLP

Exhibit (d) LETTERHEAD OF THOMPSON HINE LLP October 15, 2014 ConvergEx Depositary, Inc.

Rule 466 Certification

Exhibit (e) Rule 466 Certification The depositary, ConvergEx Depositary, Inc., represents and certifies the following: 1. That it previously had filed a registration statement on Form F-6 (Registration No. 333 – 197668), which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Statement except for th

FSGCF / First Gen Corp F-6EF - - FORM F-6EF

As filed with the Securities and Exchange Commission on October 15, 2014 Registration No.

THE RELEASE OF THE SHARES OF STOCK OF THE ISSUER (AS HEREINAFTER DEFINED) UNDERLYING THE ADSs REPRESENTED BY THIS ADR MAY BE LIMITED TO A UNIT OF SUCH NUMBER OF SHARES OF STOCK AS THE ARTICLES OF INCORPORATION MAY FROM TIME TO TIME DESIGNATE AS A "UN

EX-99.(A) 2 e610476ex99-a.htm SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security. In the absence of registration under United States Securities Act of 1933 of such rights the Depositary intends to endea

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605

EX-99.(D) 3 e610476ex99-d.htm Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 February 11, 2013 JPMorgan Chase Bank, N.A., as Depositary 1 Chase Manhattan Plaza, Floor 58 New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited shares of the fore

-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts MS&AD Insurance Group Holdings, Inc. (Exact name of Issuer of deposited securities as specified in its charter) Japan (Jurisdiction of Incorporation or organization of Issuer) JPMorgan Chase Bank, N.A. (E

Certification under Rule 466

Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Premier Foods PLC, 333-153944) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and time of eff

Rule 466 Certification

Exhibit (e) Rule 466 Certification The depositary, Citibank, N.A., represents and certifies the following: 1. That it previously had filed a registration statement on Form F-6 (Registration No. 333-172250), which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Statement except for the shares repre

AMERICAN DEPOSITARY SHARES

EX-99.(A) 2 e608848ex99-a.htm Exhibit (a) NUMBER AMERICAN DEPOSITARY SHARES CUSIP # Each American Depositary Share represents one-half (1/2) of one share of common stock of the Company AMERICAN DEPOSITARY RECEIPT SUBSCRIPTION RIGHTS: Under Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price som

LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP

Exhibit (d) LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP September 2, 2011 Citibank, N.

As filed with the Securities and Exchange Commission on September 6, 2011 Registration No. 333-_____

As filed with the Securities and Exchange Commission on September 6, 2011 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMIN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number

MS&AD Insurance Group Holdings to Terminate the Filing of Reports with the SEC

Exhibit 1.1 MS&AD Insurance Group Holdings to Terminate the Filing of Reports with the SEC Tokyo ? MS&AD Insurance Group Holdings, Inc. (the ?Company?) hereby announces that it intends to terminate its duty to file reports with the United States Securities and Exchange Commission (the ?SEC?) under Section 15(d) of the Securities Exchange Act of 1934, as amended. For this purpose, the Company is fi

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of December, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Japan (

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

e6vk Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of December, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Ja

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

FORM 6-K Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of November, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Form 6-K Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of October, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028,

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of October, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Japan (A

EX-12.1 Certification of the Chief Executive Officer required by Rule 13a-14(a)

EX-12.1 Exhibit 12.1 CERTIFICATION I, Toshiaki Egashira, certify that: 1. I have reviewed this annual report on Form 20-F of MS&AD Insurance Group Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE AC

EX-12.2 Certification of the Chief Financial Officer required by Rule 13a-14(a)

EX-12.2 Exhibit 12.2 CERTIFICATION I, Takayoshi Umemura, certify that: 1. I have reviewed this annual report on Form 20-F of MS&AD Insurance Group Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

EX-13.2 Certification of the Chief Financial Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

EX-13.2 Exhibit 13.2 CERTIFICATION Pursuant to 18 U.S.C. § 1350, the undersigned officer of MS&AD Insurance Group Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s annual report on Form 20-F for the year ended March 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of

EX-1.4 Regulations of the board of corporate auditors of the registrant (English translation)

Exhibit 1.4 [English Translation] MS&AD Insurance Group Holdings, Inc. Regulations of the Board of Corporate Auditors Article 1 (Purpose) All matters relating to the Board of Corporate Auditors of the Company shall be governed by the provisions of these Regulations, except for those as provided for in laws and regulations, the Articles of Incorporation and the corporate auditors auditing standards

EX-1.2 Share Handling Regulations of the registrant (English translation)

EX-1.2 Exhibit 1.2 [English Translation] MS&AD Insurance Group Holdings, Inc. Share Handling Regulations Chapter I General Provisions (Purpose) Article 1 The procedures for exercising shareholders rights and other handling of shares of the Company are governed by the provisions set out by the Japan Securities Depository Center, Incorporated (“JASDEC”) and the account management institutions such a

EX-11.1 MS&AD Insurance Group Basic Compliance Policy (English translation) and MS&AD Insurance Group Basic Policy Regarding Internal Control System (relevant provisions) (English Translation)

Exhibit 11.1 [English Translation] MS&AD Insurance Group Basic Compliance Policy The MS&AD Insurance Group positions compliance as one of the foremost priorities in the management of the Group. We have adopted the following policies to establish a structure in which all of our officers and employees aim to achieve compliance, with a constant awareness of our corporate social responsibility. 1. Bas

EX-1.1 Articles of Incorporation of the registrant (English translation)

Exhibit 1.1 [English Translation] MS&AD Insurance Group Holdings, Inc. Articles of Incorporation Chapter I. General Provisions (Trade Name) Article 1. The name of the Company shall be MS&AD INSHUARANSU GURUPU HORUDINGUSU KABUSHIKI KAISHA, which in English shall be MS&AD Insurance Group Holdings, Inc. (Purpose) Article 2. The purpose of the Company shall be to engage in the following businesses as

EX-1.3 Regulations of the board of directors of the registrant (English translation)

EX-1.3 Exhibit 1.3 [English Translation] MS&AD Insurance Group Holdings, Inc. REGULATIONS OF THE BOARD OF DIRECTORS Article 1. (Purpose of these Regulations) All matters relating to the Board of Directors shall be governed by these Regulations, except for those as provided for in laws and regulations or in the Articles of Incorporation. Article 2. (Composition of the Board of Directors) 1. The Boa

EX-13.1 Certification of the Chief Executive Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

EX-13.1 Exhibit 13.1 CERTIFICATION Pursuant to 18 U.S.C. § 1350, the undersigned officer of MS&AD Insurance Group Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s annual report on Form 20-F for the year ended March 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of September, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Japan

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Form 6-K Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of August, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028,

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of August, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Japan (Ad

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of June, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Japan (Addr

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

FORM 6-K Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of June, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Ja

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

e6vk Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of June, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Japan

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of May, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Japan (Addre

Rule 424(b)(3) 333-150077 SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current mark

Rule 424(b)(3) 333-150077 SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

NUMBER AMERICAN DEPOSITARY SHARES CUSIP # Each American Depositary Share represents one-half (1/2) of one Common Share of the Company AMERICAN DEPOSITARY RECEIPT

Filed Pursuant to Rule 424(b)(3) Registration on Form F-6 Resgistration No. 333-150010 NUMBER AMERICAN DEPOSITARY SHARES CUSIP # Each American Depositary Share represents one-half (1/2) of one Common Share of the Company AMERICAN DEPOSITARY RECEIPT SUBSCRIPTION RIGHTS: Under Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying am

NOTICE OF CHANGE OF NAME FOR MS&AD INSURANCE GROUP HOLDINGS, INC. (FORMERLY KNOWN AS "MITSUI SUMITOMO INSURANCE GROUP HOLDINGS, INC.")

EX-99 3 e606711ex99.htm NOTICE OF CHANGE OF NAME FOR MS&AD INSURANCE GROUP HOLDINGS, INC. (FORMERLY KNOWN AS "MITSUI SUMITOMO INSURANCE GROUP HOLDINGS, INC.") TO ALL HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME OF AMERICAN DEPOSITARY SHARES ("ADSs") OF MS&AD INSURANCE GROUP HOLDINGS, INC. (FORMERLY KNOWN AS " MITSUI SUMITOMO INSURANCE GROUP HOLDINGS, INC."), COMPANY: MS&AD Insurance Group Holdi

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of April, 2010 MS&AD Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 3-7, Yaesu 1-chome, Chuo-ku, Tokyo 103-0028, Japan (Add

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of March, 2010 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-82

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of February, 2010 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of December, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 1)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 1) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) o Securities Act Rule 802 (Exchange Offer) ? Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o

(Translation) Reference Materials for Extraordinary Shareholders’ Meeting <Separate Volume> (No. 2) Nissay Dowa General Insurance Co., Ltd.

EX-2 2 k02202aexv2.htm EX-2 Exhibit 2 To Shareholders in the United States: The share exchange referred to in this document is made for the securities of a foreign company. The offer is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign a

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (?Filer?): Mitsui Sumitomo Insurance Group Holdings, Inc. B. This is [check one] ? an original filing for the Filer o an amended filing for the Filer C. Identify the filing in conjunction with which this Form is being filed: Name of

CONVOCATION NOTICE OF EXTRAORDINARY SHAREHOLDERS’ MEETING

EX-1 2 k02202exv1.htm EX-1 Exhibit 1 To Shareholders in the United States: The share exchange referred to in this document is made for the securities of a foreign company. The offer is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign ac

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Form 6-k Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of December, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. __)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. ) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) o Securities Act Rule 802 (Exchange Offer) ? Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o

Mitsui Sumitomo Insurance Group Holdings, Inc. Exchange for Shares of Common Stock of Aioi Insurance Company, Limited

Table of Contents Prospectus Filed pursuant to Rule 424(b)(3) Registration No. 333-163098 Mitsui Sumitomo Insurance Group Holdings, Inc. Exchange for Shares of Common Stock of Aioi Insurance Company, Limited The boards of directors of Mitsui Sumitomo Insurance Group Holdings, Inc. (?MSIG?) and Aioi Insurance Company, Limited (?Aioi?) have agreed to a share exchange (the ?Share Exchange?) between t

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of November, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104

Mitsui Sumitomo Insurance Group Holdings, Inc. Regulations of the Board of Corporate Auditors Article 1

EX-3.4 Exhibit 3.4 [Translation] Mitsui Sumitomo Insurance Group Holdings, Inc. Regulations of the Board of Corporate Auditors Article 1 (Purpose) All matters relating to the Board of Corporate Auditors of the Company shall be governed by the provisions of these Regulations, except for those as provided for in laws and regulations, the Articles of Incorporation and the corporate auditors auditing

As filed with the Securities and Exchange Commission on November 13, 2009

Form F-4 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2009 Registration No.

Exercise of Voting Rights Form

EX-99.2 13 k02183exv99w2.htm EX-99.2 Exhibit 99.2 Exercise of Voting Rights Form To Aioi Insurance Co., Ltd. Number of Voting Rights Voting Rights I hereby exercise my voting rights as indicated in the chart located on the upper right hand corner of this Exercise of Voting Rights Form (Approval or Disapproval shall be indicated by circling the appropriate response) in relation to each proposal to

United States Securities and Exchange Commission Washington, D.C. 20549 Form F-N APPOINTMENT OF AGENT FOR SERVICE OF PROCESS BY FOREIGN BANKS AND FOREIGN INSURANCE COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES AND FINANCE SUBSIDIARIES MAKING PUBLI

United States Securities and Exchange Commission Washington, D.C. 20549 Form F-N APPOINTMENT OF AGENT FOR SERVICE OF PROCESS BY FOREIGN BANKS AND FOREIGN INSURANCE COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES AND FINANCE SUBSIDIARIES MAKING PUBLIC OFFERINGS OF SECURITIES IN THE UNITED STATES A. Name of issuer or person filing (“Filer”): Mitsui Sumitomo Insurance Group Holdings, Inc. B. This is

Consent of Morgan Stanley Japan Securities Co., Ltd.

EX-99.5 15 k02183exv99w5.htm EX-99.5 Exhibit 99.5 Consent of Morgan Stanley Japan Securities Co., Ltd. We hereby consent to the use in the Registration Statement of Mitsui Sumitomo Insurance Group Holdings, Inc. (“MSIG”) on Form F-4 and in the Prospectus of MSIG which is part of the Registration Statement, of our opinion dated September 29, 2009 appearing as Appendix B-2 to such Prospectus, and to

Mitsui Sumitomo Insurance Group Holdings, Inc. Share Handling Regulations Chapter I General Provisions

EX-3.2 3 k02183exv3w2.htm EX-3.2 Exhibit 3.2 [Translation] Mitsui Sumitomo Insurance Group Holdings, Inc. Share Handling Regulations Chapter I General Provisions (Purpose) Article 1 The procedures for exercising shareholders rights and other handling of shares of the Company are governed by the provisions set out by the Japan Securities Depository Center, Incorporated (“JASDEC”) and the account ma

Mitsui Sumitomo Insurance Group Holdings, Inc. Articles of Incorporation Chapter I. General Provisions

EX-3.1 2 k02183exv3w1.htm EX-3.1 Exhibit 3.1 [Translation] Mitsui Sumitomo Insurance Group Holdings, Inc. Articles of Incorporation Chapter I. General Provisions (Trade Name) Article 1. The name of the Company shall be MITSUI SUMITOMO KAIJO GROUP HOLDINGS KABUSHIKI KAISHA, which in English shall be Mitsui Sumitomo Insurance Group Holdings, Inc. (Purpose) Article 2. The purpose of the Company shall

REGULATIONS OF THE BOARD OF DIRECTORS Article 1. (Purpose of these Regulations)

Exhibit 3.3 [Translation] (Adopted on April 1, 2008) (Schedule Revised on April 1, 2009) (Schedule Revised on June 1, 2009) REGULATIONS OF THE BOARD OF DIRECTORS Article 1. (Purpose of these Regulations) All matters relating to the Board of Directors shall be governed by these Regulations, except for those as provided for in laws and regulations or in the Articles of Incorporation. Article 2. (Com

Aioi Insurance Co., Ltd. (Security Code 8761) 28-1, Ebisu 1-chome, Shibuya-ku, Tokyo, Japan Notice of the Extraordinary General Meeting of Shareholders

Exhibit 99.1 Notice: This translation has been prepared for shareholders solely for reference purposes. Please be advised that in the event of any discrepancy that may exist between this English translation and the Japanese original, the Japanese original shall prevail. Please also be advised that certain parts that relate solely to domestic voting procedures are not applicable to shareholders out

CONSENT OF NOMURA SECURITIES CO., LTD.

EX-99.4 14 k02183exv99w4.htm EX-99.4 Exhibit 99.4 CONSENT OF NOMURA SECURITIES CO., LTD. We hereby consent to (i) the inclusion in the Registration Statement on Form F-4 of Mitsui Sumitomo Insurance Group Holdings, Inc. (“MSIG”) (the “Registration Statement”), and in the prospectus of MSIG which is a part of the Registration Statement, of our opinion letter, dated September 29, 2009, to the Board

SUBSIDIARIES OF THE REGISTRANT Jurisdiction of Name Incorporation Mitsui Sumitomo Insurance Company, Limited Japan Mitsui Sumitomo Kirameki Life Insurance Company, Limited Japan MITSUI SUMITOMO INSURANCE Venture Capital Company, Limited Japan MITSUI

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Jurisdiction of Name Incorporation Mitsui Sumitomo Insurance Company, Limited Japan Mitsui Sumitomo Kirameki Life Insurance Company, Limited Japan MITSUI SUMITOMO INSURANCE Venture Capital Company, Limited Japan MITSUI SUMITOMO INSURANCE Agency Service Company, Limited Japan MSK Marine Service Company, Limited Japan MITSUI SUMITOMO INSURANCE Claims Adjus

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132-02666)

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132-02666) October 30, 2009 Aioi Insurance Co., Ltd. Nissay Dowa General Insurance Co., Ltd. Mitsui Sumitomo Insurance Group Holdings, Inc. Agreement on board members of MS&AD Holdings to serve upon the Business Integra

Note Regarding Forward-looking Statements

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132-02666) 1. President Egashira Good afternoon. I am Toshiaki Egashira, President of Mitsui Sumitomo Insurance Group Holdings. Thank you for taking time out of your busy schedules to be here today. On September 30, Aio

Aioi Insurance, Nissay Dowa General Insurance, and Mitsui Sumitomo Insurance Group Reach Basic Agreement on Business Integration —To become a world-class insurance and financial group—

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132-02666) September 30, 2009 Aioi Insurance Co., Ltd. Nissay Dowa General Insurance Co., Ltd. Mitsui Sumitomo Insurance Group Holdings, Inc. Aioi Insurance, Nissay Dowa General Insurance, and Mitsui Sumitomo Insurance

Filing under Rule 425 under the U.S. Securities Act of 1933

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132-02666) MSIG Mitsui Sumitomo Insurance Group Holdings, Inc. Annual Report 2009 Profile Mitsui Sumitomo Insurance Group Holdings, Inc. (“MSIGH”), established on April 1, 2008, is the holding company of Mitsui Sumitomo

Note Regarding Forward-looking Statements

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132-02666) Fiscal 2009 First Information Meeting Summary of Questions and Answers Session Q1 As I see it, the trend of your net premiums written is a little weaker compared with the rest of the top three non-life insure

Note Regarding Forward-looking Statements

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132-02666) June 10, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. Fiscal 2009 First Information Meeting President’s Speech (Page numbers beside the headings correspond to the pages of the presentation material.) O

Supplementary Information

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132-02666) June 10, 2009 Fiscal 2009 First Information Meeting Table of Contents Fiscal 2009 First Informational Meeting Response to extreme changes in business environment set in motion by September 2008 financial melt

Mitsui Sumitomo Insurance Group Holdings to Terminate the Filing of Reports with the SEC

EX-1.1 Exhibit 1.1 Mitsui Sumitomo Insurance Group Holdings to Terminate the Filing of Reports with the SEC Tokyo — Mitsui Sumitomo Insurance Group Holdings, Inc. (the “Company”) hereby announces that it intends to terminate its duty to file reports with the United States Securities and Exchange Commission (the “SEC”) under Section 15(d) of the Securities Exchange Act of 1934, as amended. For this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMIN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

6-K 1 k02058e6vk.htm FORM 6-K Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of March, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of March, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-82

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of January, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-

Aioi Insurance, Nissay Dowa General Insurance and Mitsui Sumitomo Insurance Group Agree to Commence Discussions towards Business Combination and Business Alliance - - Way towards World Leading Insurance and Financial Group -

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132- ) Subject Company: Nissay Dowa General Insurance Company, Limited (SEC File No. 132- ) [English Translation] January 23, 2009 Aioi Insurance Company, Limited Nissay Dowa General Insurance Company, Limited Mitsui Su

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of January, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-

Aioi Insurance, Nissay Dowa General Insurance and Mitsui Sumitomo Insurance Group Agree to Commence Discussions towards Business Combination and Business Alliance - - Way towards World Leading Insurance and Financial Group -

Filing under Rule 425 under the U.S. Securities Act of 1933 Filing by: Mitsui Sumitomo Insurance Group Holdings, Inc. Subject Company: Aioi Insurance Company, Limited (SEC File No. 132- ) Subject Company: Nissay Dowa General Insurance Company, Limited (SEC File No. 132- ) [English Translation] January 23, 2009 Aioi Insurance Company, Limited Nissay Dowa General Insurance Company, Limited Mitsui Su

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of January, 2009 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of December, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of December, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of November, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of November, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of November, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of October, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of October, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE AC

EX-1.3 Regulations of the board of directors of the registrant (English translation)

Exhibit 1.3 [Translation] Mitsui Sumitomo Insurance Group Holdings Inc. Regulations of the Board of Directors Article 1. (Purpose of these Regulations) All matters relating to the Board of Directors shall be governed by these Regulations, except for those as provided for in laws and regulations or in the Articles of Incorporation. Article 2. (Composition of the Board of Directors) 1. The Board of

EX-12.1 Certification of the Chief Executive Officer required by Rule 13a-14(a)

EX-12.1 Certification of the CEO Exhibit 12.1 CERTIFICATION I, Toshiaki Egashira, certify that: 1. I have reviewed this annual report on Form 20-F of Mitsui Sumitomo Insurance Group Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

EX-13.2 Certification of the Chief Financial Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

EX-13.2 Certification of the CFO Exhibit 13.2 CERTIFICATION Pursuant to 18 U.S.C. § 1350, the undersigned officer of Mitsui Sumitomo Insurance Group Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s annual report on Form 20-F for the year ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable,

EX-12.2 Certification of the Chief Financial Officer required by Rule 13a-14(a)

EX-12.2 Certification of the CFO Exhibit 12.2 CERTIFICATION I, Isamu Endo, certify that: 1. I have reviewed this annual report on Form 20-F of Mitsui Sumitomo Insurance Group Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which

EX-1.4 Regulations of the board of corporate auditors of the registrant (English translation)

Exhibit 1.4 [Translation] Mitsui Sumitomo Insurance Group Holdings, Inc. Regulations of the Board of Corporate Auditors Article 1 (Purpose) All matters relating to the Board of Corporate Auditors of the Company shall be governed by the provisions of these Regulations, except for those as provided for in laws and regulations, the Articles of Incorporation and the corporate auditors auditing standar

EX-13.1 Certification of the Chief Executive Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

EX-13.1 Certification of the CEO Exhibit 13.1 CERTIFICATION Pursuant to 18 U.S.C. § 1350, the undersigned officer of Mitsui Sumitomo Insurance Group Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s annual report on Form 20-F for the year ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable,

EX-11.1 Charter on Professional Conduct

EX-11.1 Charter on Professional Conduct Exhibit 11.1 Mitsui Sumitomo Insurance Group Charter on Professional Conduct We, at the Mitsui Sumitomo Insurance Group, aspire to be a company that enjoys the trust of all members of society and inspires pride among its employees. To this end, acting in the best interests of the insurance and financial services community, we: • Accept, as life’s mission, th

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of September, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 10

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of September, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 10

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of September, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant?s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 10

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of June, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-825

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

MITSUI SUMITOMO INSURANCE GROUP HOLDINGS, INC. Table of Contents FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of May, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English)

Ziegler, Ziegler & Associates LLP Counselor at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 March 31, 2008

Ziegler, Ziegler & Associates LLP Counselor at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 March 31, 2008 Deutsche Bank Trust Company Americas, as Depositary 60 Wall Street New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited shares of Mitsui Sumitomo Insurance Group Holdings, Inc.

SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts Mitsui Sumitomo Insurance Group Holdings, Inc. (Exact name o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts Mitsui Sumitomo Insurance Group Holdings, Inc. (Exact name of Issuer of deposited securities as specified in its charter) Japan (Jurisdiction of Incorporation or organization of Issuer) DEUTSCHE BANK TRUS

Certification under Rule 466

Certification under Rule 466 The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Sumco Corp.

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Commission File Number: 333-150010 For the Month of April, 2008 Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-8252, Japan (Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2008 MITSUI SUMITOMO INS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2008 MITSUI SUMITOMO INSURANCE GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Japan (State or other jurisdiction of incorporation) Not Applicable (Co

EMMET, MARVIN & MARTIN, LLP COUNSELLORS AT LAW

EXHIBIT 4 EMMET, MARVIN & MARTIN, LLP COUNSELLORS AT LAW WRITER?S DIRECT DIAL 120 BROADWAY NEW YORK, NEW YORK 10271 (212) 238-3000 FAX: (212) 238-3100 http://www.

THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR SHARES OF COMMON STOCK OF MITSUI SUMITOMO INSURANCE GROUP HOLDINGS, INC. (INCORPORATED UNDER THE LAWS OF JAPAN)

AMERICAN DEPOSITARY SHARES (Two (2) Depositary Shares represent One (1) Deposited Security) THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR SHARES OF COMMON STOCK OF MITSUI SUMITOMO INSURANCE GROUP HOLDINGS, INC.

As filed with the Securities and Exchange Commission on April 1, 2008 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by Americ

As filed with the Securities and Exchange Commission on April 1, 2008 Registration No.