ORIX : Notice of Resolution at the 60th Annual General Meeting of Shareholders

Notice of the 60th Annual General Meeting of Shareholders

Contents

Convocation Notice
Notice of the 60th Annual General Meeting of	Page 2
Shareholders
Reference Documents for the General
Meeting of Shareholders
	Page 3
Proposal 1: Election of Eleven (11) Directors
<Shareholder Proposal>	Page 19
Proposal 2: Dismissal of a Director
Business Report for the 60th Fiscal Year
(From April 1, 2022 to March 31, 2023)
1. Management's Basic Policy	Page 20
2. Current State of the Company	Page 22
3. Stock Information	Page 40
Basic Policy on Corporate Governance	Page 42
Internal Control System of ORIX	Page 43
4. Directors and Executive Officers	Page 44

Consolidated Financial Statements

Consolidated Balance Sheet (U.S. GAAP)	Page 52
Consolidated Statement of Income (U.S. GAAP)	Page 54

Independent Auditor's Report
Audit Report by the Accounting Auditors with	Page 55
Respect to the Consolidated Financial Statements
Audit Committee's Report	Page 58

June 2, 2023

ORIX CORPORATION

This document is a translation of the Japanese language original prepared solely for reference purposes only (certain portions of the Japanese language original applicable to voting procedures in Japan that are not applicable to shareholders outside Japan have been omitted). In the event of any discrepancy between this translated document and the Japanese language original, the Japanese language original shall prevail. ORIX Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

－ 1 －

Securities Code: NYSE: IX TSE: 8591 June 2, 2023

(Starting date of measures for provision in electronic format: May 25, 2023)

To Our Shareholders:

Makoto Inoue Director,

Representative Executive Officer, President

ORIX CORPORATION

2-4-1,Hamamatsu-cho

Minato-ku, Tokyo, Japan

ORIX CORPORATION

Notice of the 60th Annual General Meeting of Shareholders

We cordially would like to inform you that the 60th Annual General Meeting of Shareholders of ORIX CORPORATION (the "Company") to be held as set forth below.

When giving notice of the Annual General Meeting of Shareholders, information that constitutes the content of reference documents for the General Meeting of Shareholders, etc. (items provided in electronic format) is provided in electronic format on the internet via the Company website as "Notice of the 60th Annual General Meeting of Shareholders." Please navigate to the Company website below to check this information.

[Company website]

https://www.orix.co.jp/grp/company/ir/library/shareholder_meeting/ (Japanese) https://www.orix.co.jp/grp/en/ir/library/shareholder_meeting/ (English)

In addition to being uploaded to the above-mentioned website, the items provided in electronic format have been made available on the website of the Tokyo Stock Exchange (TSE). Please navigate to the TSE's website below ("Tokyo Stock Exchange Listed Company Search"), enter the stock (company) name or code to search, then select "Basic information," followed by "Documents for public inspection/ PR information."

[TSE website ("Tokyo Stock Exchange Listed Company Search")] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (English)

Details

1. Date and Time:Thursday, June 22, 2023 at 10:00 a.m. (JST)

2. Place:	Hiten, Grand Prince Hotel New Takanawa
	3-13-1, Takanawa, Minato-ku, Tokyo, Japan
	*Please be informed that presents will not be provided on the day of the General Meeting of
	Shareholders.

3. Agenda of the Meeting: Matters to be reported:

1. The business report and the consolidated financial statements for the 60th fiscal year (from April 1, 2022 to March 31, 2023), as well as the audit reports of the public accounting firm and the Audit Committee for consolidated financial statements
2. Financial statements for the 60th fiscal year (from April 1, 2022 to March 31, 2023)

Matters to be resolved:
Proposal 1.	Election of Eleven (11) Directors
Proposal 2.	Dismissal of a Director
	The Board of Directors oppose this proposal. For more information, please refer to page 19.

• We will post the Notice of Resolution at the 60th Annual General Meeting of Shareholders on the following Company's website. The Company's website: https://www.orix.co.jp/grp/en/ir/library/shareholder_meeting/

－ 2 －

Reference Documents for the General Meeting of Shareholders

Proposal 1: Election of Eleven (11) Directors

The terms of office of all 11 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Consequently, the shareholders are requested to elect 11 Directors based on the decision by the Nominating Committee.

The Nominating Committee has appointed candidates for Directors of such mix that ensures the Board of Directors will have a balance and diversity of knowledge, experience and capability as a whole. In particular, when appointing the candidates for Outside Directors, the Nominating Committee has appointed candidates determined to be able to appropriately perform the duties of Outside Director such as making proposals for important matters in the Company's management and overseeing corporate management. The Company determines that the candidates for Outside Directors possess sufficient independence as they meet the 'Requirements for Independent Directors' established by the Nominating Committee and the requirements for independent director prescribed by the Tokyo Stock Exchange, Inc. in Japan.

[Relevant composition ratios of the Board of Directors if this proposal is approved]

Composition ratio of Outside Directors	Composition ratio of female Directors
54.5％	18.1％
(6/11 persons)	(2/11 persons)
Candidates for the 11 Director positions are as follows:

－ 3 －

No.

Name

Current Position and Responsibilities at the Company

	Committee the candidate is scheduled to join
Term of	(◎ to serve as committee chairman)
Office
Nominating	Audit	Compensation
	Committee	Committee	Committee

Member of the Board of Directors,

1

Makoto Inoue

Representative Executive Officer

Renominated

13 years

President and Chief Executive Officer

Responsible for Group Strategy Business Unit

2

Shuji Irie

Member of the Board of Directors

Renominated

Senior Managing Executive Officer

5 years

Head of Investment and Operation Headquarters

Member of the Board of Directors

3

Satoru Matsuzaki

Senior Managing Executive Officer

Renominated

Head of Corporate Business Headquarters

4 years

Chairman, ORIX Auto Corporation

Chairman, ORIX Rentec Corporation

Member of the Board of Directors

4

Renominated

Stan Koyanagi

Senior Managing Executive Officer

6 years

Global General Counsel

Responsible for Legal Function Unit

Senior Managing Executive Officer

5

Newly

Yasuaki Mikami

Responsible for Corporate Function Unit

-

nominated

Responsible for Work Style Reform Project

6

Michael Cusumano

Member of the Board of Directors

〇

Renominated

Outside

Independent

4 years

Compensation Committee

7

Sakie Akiyama

Member of the Board of Directors

◎

Renominated

Outside

Independent

4 years

Nominating Committee (Chairperson)

8

Hiroshi Watanabe

Member of the Board of Directors

〇

◎

Renominated

Compensation Committee (Chairperson)

Outside

Independent

3 years

Nominating Committee

9

Aiko Sekine

Member of the Board of Directors

〇

◎

Renominated

Audit Committee (Chairperson)

Outside

Independent

3 years

Nominating Committee

10

Chikatomo Hodo

Member of the Board of Directors

〇

〇

Renominated

Compensation Committee

Outside

Independent

2 years

Audit Committee

11

Noriyuki Yanagawa

Member of the Board of Directors

〇

Renominated

Outside

Independent

1 year

Audit Committee

Nomination Criteria for Director Candidates

Internal Director

Outside Director

• An individual with a high degree of expertise in ORIX's ・ An individual with a wealth of experience as a business

business

administrator

• An individual with excellent business judgment and business ・ An individual with professional knowledge related to corporate

administration skills	management in fields such as economics, business
	administration, law and accounting
	・ An individual with extensive knowledge related to corporate
	management in areas such as politics, society, culture and
	academics

－ 4 －

		Main skills and experience, etc. of candidates for Member of the Board of Directors
No.	Name
Corporate	Global Business	Finance	Business	Business
		Management	Investment	Knowledge

1			Makoto Inoue	●	●	●	●
Renominated
2			Shuji Irie	●	●	●	●
Renominated
3			Satoru Matsuzaki	●	●	●	●
Renominated
4			Stan Koyanagi		●	●		●
Renominated
						Enterprise Risk
								Management, Legal
				●	●	●	●
5	Newly	Yasuaki Mikami
nominated
6			Michael Cusumano					●
Renominated
								IT technology
7			Sakie Akiyama	●	●			●
Renominated
						Technology
8			Hiroshi Watanabe	●	●	●		●
Renominated
					International
								finance, Tax affairs
9			Aiko Sekine					●
Renominated
								International
								accounting
10		Chikatomo Hodo	●	●			●
Renominated
						IT technology
11			Noriyuki Yanagawa			●		●
Renominated
							Economics and
								financial policies

Concept of Main skills and experience, etc. of candidates for Member of the Board of Directors

This represents each persons' skills and experience particularly expected of Directors that supervise ORIX's multifaceted business activities. This table does not represent all of the knowledge and experience of each person, but indicates skills and experience that are considered significant.

・"Corporate Management" in order to understand changes in the business environment, and create and implement appropriate growth strategies

・"Global Business," which is necessary for ORIX as it develops business globally

・"Finance" and "Business Investment" in order to deeply understand ORIX's wide range of businesses

・"Business Knowledge," such as "tax affairs, accounting," "ERM, legal" and "IT technology," which is the basis of decision-making on important management matters

－ 5 －