ORIX : Notice of the 61st Annual General Meeting of Shareholders

Notice of the 61st Annual General Meeting of Shareholders

Contents

Convocation Notice
Notice of the 61st Annual General Meeting of	Page 2
Shareholders
Reference Documents for the General
Meeting of Shareholders
Proposal: Election of Eleven (11) Directors	Page 3
Business Report for the 61st Fiscal Year
(From April 1, 2023 to March 31, 2024)
1.	Management's Basic Policy	Page 19
2.	Current State of the Company	Page 20
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 54
Consolidated Statement of Income (U.S. GAAP)	Page 56

Independent Auditor's Report
Audit Report by the Accounting Auditors with	Page 57
Respect to the Consolidated Financial Statements
Audit Committee's Report	Page 60

June 3, 2024

ORIX CORPORATION

This document is a translation of the Japanese language original prepared 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 3, 2024

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 61st Annual General Meeting of Shareholders

We cordially would like to inform you that the 61st 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 61st 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:Tuesday, June 25, 2024 at 10:00 a.m. (JST)

2. Place:	Hiten, Grand Prince Hotel New Takanawa
	3-13-1, Takanawa, Minato-ku, Tokyo, Japan

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

1. The business report and the consolidated financial statements for the 61st fiscal year (from April 1, 2023 to March 31, 2024), as well as the audit reports of the public accounting firm and the Audit Committee for consolidated financial statements
2. Financial statements for the 61st fiscal year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:
Proposal	Election of Eleven (11) Directors

• We will post the Notice of Resolution at the 61st 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: 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

Gender

Term of

Office

Member of the Board of Directors

1

Makoto Inoue

Representative Executive Officer

Renominated

Male

14 years

President and Chief Executive Officer

Responsible for Group Strategy Business Unit

Member of the Board of Directors

2

Satoru Matsuzaki

Senior Managing Executive Officer

Renominated

Head of Corporate Business Headquarters

Male

5 years

Chairperson, ORIX Auto Corporation

Chairperson, ORIX Rentec Corporation

Member of the Board of Directors

3

Stan Koyanagi

Senior Managing Executive Officer

Renominated

Male

7 years

Global General Counsel

Responsible for Legal Function Unit

Member of the Board of Directors

4

Renominated

Yasuaki Mikami

Senior Managing Executive Officer

Male

1 year

Responsible for Corporate Function Unit

Responsible for Work Style Reform Project

Senior Managing Executive Officer

5

Newly

Hidetake Takahashi

Head of Energy and Eco Services Headquarters

Male

-

nominated

Group Strategy Business Unit

Responsible for Global Investment Strategy

6

Michael Cusumano

Member of the Board of Directors

Renominated

Outside

Independent

Male

5 years

Compensation Committee

7

Sakie Akiyama

Member of the Board of Directors

Renominated

Outside

Independent

Female

5 years

Nominating Committee (Chairperson)

8

Hiroshi Watanabe

Member of the Board of Directors

Renominated

Compensation Committee (Chairperson)

Outside

Independent

Male

4 years

Nominating Committee

9

Aiko Sekine

Member of the Board of Directors

Renominated

Audit Committee (Chairperson)

Outside

Independent

Female

4 years

Nominating Committee

10

Chikatomo Hodo

Member of the Board of Directors

Renominated

Compensation Committee

Outside

Independent

Male

3 years

Audit Committee

11

Noriyuki Yanagawa

Member of the Board of Directors

Renominated

Outside

Independent

Male

2 years

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 －

		Committee the candidate is scheduled to join	Main skills and experience, etc. of candidates for Member of the Board of
No.	Name	(◎ to serve as committee chairman)			Directors
Nominating	Audit	Compensation	Corporate	Global	Finance	Business	Business
		Committee	Committee	Committee	Management	Business	Investment	Knowledge

1			Makoto Inoue				●	●	●	●
Renominated
2			Satoru Matsuzaki				●	●	●	●
Renominated
3			Stan Koyanagi					●	●		●
Renominated
									Enterprise Risk
											Management, Legal
4			Yasuaki Mikami				●	●	●	●
Renominated
							●	●	●	●
5	Newly	Hidetake Takahashi
nominated
6			Michael Cusumano			〇					●
Renominated
											IT technology
7			Sakie Akiyama	◎			●	●			●
Renominated
									Technology
8		Hiroshi Watanabe	〇		◎	●	●	●		●
Renominated
								International
											finance, Tax affairs
9			Aiko Sekine	〇	◎						●
Renominated
											International
											accounting
10		Chikatomo Hodo		〇	〇	●	●			●
Renominated
									IT technology
11			Noriyuki Yanagawa		〇				●		●
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 －

								Number of
								shares held (of
								which number
								of shares
No.		Name				Career Summary, Current Position	scheduled to be
	(Date of Birth)				and Important Concurrent Position	issued by share-
								based
								compensation
								plans) in
								the Company
				Apr.	1975	Joined the Company
				Mar.	2001	General Manager of Investment Banking Headquarters
				Jan.	2003	Deputy Head of Investment Banking Headquarters
				Feb.	2005	Assumed office of Executive Officer, the Company
						Head of Alternative Investment & Development Headquarters
				Jan.	2006	Assumed office of Managing Executive Officer, the Company
				Dec.	2006	Head of Alternative Investment & Development Headquarters,
						Responsible for IT Planning Office
				Jun.	2008	Head of International Administrative Headquarters,
						Head of Alternative Investment & Development Headquarters,
						Responsible for IT Planning Office
				Jun.	2009	Assumed office of Senior Managing Executive Officer, the
						Company
				Jun.	2010	Assumed office of Director and Deputy President, the Company
				Jan.	2011	Assumed office of Director, Representative Executive Officer,
						President, the Company (present position)
						Chief Operating Officer
		Makoto Inoue		Jan.	2014	Co-Chief Executive Officer
1		(Oct. 2, 1952)		Jun.	2014	Chief Executive Officer (present position)	104,688
			Jan.	2017	Responsible for Group IoT Business Department,	(761,948)
		-Renominated-				Responsible for New Business Development Department I and II
				Apr.	2017	Responsible for Group IoT Business Department,
						Responsible for New Business Development Department
				May	2017	Responsible for Open Innovation Business Department,
						Responsible for Group IoT Business Department,
						Responsible for New Business Development Department
				Jan.	2018	Responsible for Group Strategy Business Unit (present position)
				Mr. Makoto Inoue has a wealth of experience and advanced knowledge relating to
				the diversified business activities of the ORIX Group through his service as
				President, Representative Executive Officer and Chief Executive Officer. He
				participated in all eight meetings of the Board of Directors during the fiscal year
				ended March 31, 2024. The Nominating Committee has appointed him as a
				candidate for Member of the Board of Directors because it has determined that he
				can be expected to continue to fulfil a substantial role, including highly effective
				supervision of the Company's management given that he possesses extensive
				understanding of the Company's operations. His period in service as of the
				conclusion of this Annual General Meeting of Shareholders will be 14 years.

－ 6 －

								Number of
								shares held (of
								which number
								of shares
No.		Name				Career Summary, Current Position	scheduled to be
	(Date of Birth)				and Important Concurrent Position	issued by share-
								based
								compensation
								plans) in
								the Company
				Apr.	1989	Joined Crown Leasing Corporation (retired in Apr. 1997)
				Aug.	1997	Joined the Company
				Oct.	2005	General Manager of Strategic Planning Group, Investment Banking
						Headquarters
				Apr.	2006	General Manager of Investment and Operation Group, Investment
						Banking Headquarters
				Feb.	2010	Head of Office of the President
				Jun.	2010	General Manager of Corporate Planning Department
				Jan.	2012	General Manager of Corporate Planning Department,
						General Manager of Corporate Communications Department
				May	2012	General Manager of Corporate Planning Department,
						Special Advisor to Responsible for Corporate Communications
						Department
				Jan.	2013	Assumed office of Executive Officer, the Company
						Responsible for Corporate Planning Department,
						Responsible for Corporate Communications Department
				Jan.	2014	Domestic Sales Administrative Headquarters: Head of New
						Business Development and Head of Tokyo Sales
				Jun.	2015	Responsible for New Business Development Department I and II,
		Satoru Matsuzaki				Head of Tokyo Sales Headquarters
2		(Apr. 12, 1966)		Jan.	2017	Head of Eastern Japan Sales Headquarters	10,090
			Jan.	2018	Assumed office of Managing Executive Officer, the Company	(176,420)
		-Renominated-				Head of Domestic Sales Administrative Headquarters,
						Head of Eastern Japan Sales Headquarters
				Jan.	2019	Head of Corporate Business Headquarters (present position)
				Jun.	2019	Assumed office of Member of the Board of Directors, Managing
						Executive Officer, the Company
				Jan.	2020	Assumed office of Member of the Board of Directors, Senior
						Managing Executive Officer, the Company (present position)
						Chairperson, ORIX Auto Corporation (present position)
						Chairperson, ORIX Rentec Corporation (present position)
				Mr. Satoru Matsuzaki has a wealth of experience and advanced knowledge relating
				to the diversified business activities of the ORIX Group through his business
				execution experience in the field of corporate financial services and maintenance
				leasing. He participated in all eight meetings of the Board of Directors during the
				fiscal year ended March 31, 2024. The Nominating Committee has appointed him as
				a candidate for Member of the Board of Directors because it has determined that he
				can be expected to continue to fulfil a substantial role, including highly effective
				supervision of the Company's management given that he possesses extensive
				understanding of the Company's operations. His period in service as of the
				conclusion of this Annual General Meeting of Shareholders will be five years.

－ 7 －

								Number of
								shares held (of
								which number
								of shares
No.		Name				Career Summary, Current Position	scheduled to be
	(Date of Birth)				and Important Concurrent Position	issued by share-
								based
								compensation
								plans) in
								the Company
				Oct.	1985	Joined SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
						(retired in May 1988)
				Jan.	1993	Partner, GRAHAM & JAMES LLP (currently Squire Patton Boggs
						LLP) (retired in Feb. 1997)
				Mar.	1997	Vice President, ORIX USA Corporation (currently ORIX
						Corporation USA)
				Mar.	1999	General Counsel, Vice President and Manager, ORIX USA
						Corporation (currently ORIX Corporation USA) (retired in Dec.
						2003)
				Jan.	2004	Vice President and Associate General Counsel, KB HOME (retired
						in Jun. 2013)
				Jul.	2013	Joined the Company
						Global General Counsel of Global Business Headquarters
				Jun.	2017	Assumed office of Member of the Board of Directors, Managing
						Executive Officer, the Company
						Responsible for Enterprise Risk Management
						Global General Counsel (present position)
		Stan Koyanagi		Jun.	2018	Head of Enterprise Risk Management Headquarters
3		(Dec. 25, 1960)		Jan.	2019	Responsible for Enterprise Risk Management Headquarters	5,000
			Jan.	2022	Responsible for Legal and Compliance Headquarters	(0)
		-Renominated-		Jan.	2023	Assumed office of Member of the Board of Directors, Senior
						Managing Executive Officer, the Company (present position)
						Responsible for Legal Function Unit (present position)
				Mr. Stan Koyanagi served successively as the General Counsel of ORIX USA
				Corporation (currently ORIX Corporation USA) and the Vice President and
				Associate General Counsel of KB Home. He has extensive experience and advanced
				knowledge in overseas legal affairs. Moreover, at ORIX Corporation, he has a
				wealth of experience and advanced knowledge on the multifaceted business
				activities of the ORIX Group through his missions as Global General Counsel. He
				participated in all eight meetings of the Board of Directors during the fiscal year
				ended March 31, 2024. The Nominating Committee has appointed him as a
				candidate for Member of the Board of Directors because it has determined that he
				can be expected to continue to fulfil a substantial role, including highly effective
				supervision of the Company's management by utilizing a wealth of his knowledge
				and experience, etc. gained from inside and outside the Company. His period in
				service as of the conclusion of this Annual General Meeting of Shareholders will be
				seven years.

－ 8 －

								Number of
								shares held (of
								which number
								of shares
No.		Name				Career Summary, Current Position	scheduled to be
	(Date of Birth)				and Important Concurrent Position	issued by share-
								based
								compensation
								plans) in
								the Company
				Apr.	1990	Joined the Company
				Mar.	2006	Senior Vice President of Principal Investment Group, Investment
						Banking Headquarters
				Mar.	2007	Senior Vice President and Treasurer, ORIX USA Corporation
						(currently ORIX Corporation USA)
				Oct.	2010	Head of Secretarial Office
				Jan.	2014	General Manager of Secretarial Office
				Jul.	2015	General Manager of Human Resources Department
				Jan.	2016	Deputy Head of Human Resources and Corporate Administration
						Headquarters,
						General Manager of Human Resources Department
				Jan.	2017	Assumed office of Executive Officer, the Company
						Head of Group Human Resources and Corporate Administration
						Headquarters,
						Responsible for Secretarial Office
				Jun.	2017	Head of Group Human Resources and Corporate Administration
						Headquarters,
		Yasuaki Mikami				Responsible for Work Style Reform Project (present position)
			Jan.	2018	Head of Group Human Resources and Corporate Administration
		(Jan. 29, 1968)		2,552
4					Headquarters,
					(115,388)
						Responsible for Secretariat of The Board of Directors
		-Renominated-
			Jan.	2020	Assumed office of Managing Executive Officer, the Company
				Jan.	2023	Assumed office of Senior Managing Executive Officer, the
						Company
						Responsible for Corporate Function Unit (present position)
				Jun.	2023	Assumed office of Member of the Board of Directors, Senior
						Managing Executive Officer, the Company (present position)
				Mr. Yasuaki Mikami has a wealth of experience and advanced knowledge relating to
				the diversified business activities of the ORIX Group through his business execution
				experience in the field of corporate function and Work Style Reform Project. He
				participated in all six meetings of the Board of Directors since he assumed office of
				Member of the Board of Directors during the fiscal year ended March 31, 2024. The
				Nominating Committee has appointed him as a candidate for Member of the Board
				of Directors because it has determined that he can be expected to continue to fulfil a
				substantial role, including highly effective supervision of the Company's
				management given that he possesses extensive understanding of the Company's
				operations. His period in service as of the conclusion of this Annual General
				Meeting of Shareholders will be one year.

－ 9 －

								Number of
								shares held (of
								which number
								of shares
No.		Name				Career Summary, Current Position	scheduled to be
	(Date of Birth)				and Important Concurrent Position	issued by share-
								based
								compensation
								plans) in
								the Company
				Apr.	1993	Joined the Company
				Feb.	2010	General Manager of Investment and Operation Group I, Investment
						Banking Headquarters
				Jun.	2010	Assumed office of Executive Officer, DAIKYO INCORPORATED
				Sep.	2011	General Manager of Planning Department, Investment and
						Operation Headquarters
				Nov.	2011	General Manager of Business Development Department, Investment
						and Operation Headquarters
				Jan.	2014	General Manager of Business Development Department, Energy
						and Eco Services Headquarters
				Jan.	2017	Deputy Head of Energy and Eco Services Headquarters,
						General Manager of Business Development Department
				Mar.	2017	Deputy Head of Energy and Eco Services Headquarters,
						General Manager of Global Business Development Department
				May	2018	Assumed office of Member of the Board of Directors, ORIX
		Hidetake Takahashi				Corporation UK Limited (present position)
			Jan.	2020	Assumed office of Executive Officer, the Company
5		(Jan. 13, 1971)		7,100
					Head of Energy and Eco Services Headquarters (present position)	(76,416)
		-Newly Nominated-
			Sep.	2020	Assumed office of Member of the Board of Directors, Ubiteq, INC.
						(present position)
				Jan.	2022	Assumed office of Managing Executive Officer, the Company
				Jan.	2024	Assumed office of Senior Managing Executive Officer, the
						Company (present position)
						Group Strategy Business Unit,
						Responsible for Global Investment Strategy (present position)
				Mr. Hidetake Takahashi has a wealth of experience and advanced knowledge
				relating to the diversified business activities of the ORIX Group through his
				business execution experience in the field of investment and operation business and
				environment and energy business. The Nominating Committee has appointed him as
				a new candidate for Member of the Board of Directors because it has determined
				that he can be expected to fulfill a substantial role, including highly effective
				supervision of the Company's management given that he possesses extensive
				understanding of the Company's operations.

－ 10 －