ORIX : Notice of Resolution at the 59th Annual General Meeting of Shareholders

Notice of the 59th Annual General Meeting of Shareholders

Contents

Convocation Notice
Notice of the 59th Annual General Meeting of	Page 2
Shareholders
Reference Documents for the General
Meeting of Shareholders
Proposal 1: Partial Amendments to the Articles of	Page 3
Incorporation
Proposal 2: Election of Eleven (11) Directors	Page 5

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

Business Report for the 59th Fiscal Year (From April 1, 2021 to March 31, 2022)

1.	Management's Basic Policy	Page 21
2.	Current State of the Company	Page 23
3.	Stock Information	Page 42
	Basic Policy on Corporate Governance	Page 44
	Internal Control System of ORIX	Page 45
4.	Directors and Executive Officers	Page 46

June 2, 2022

ORIX CORPORATION

This document is a translation of the Japanese language original prepared solely for convenience of reference (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. Please note that certain portions of this document may not be applicable to shareholders outside Japan.

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Securities Code: NYSE: IX

TSE: 8591

June 2, 2022

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 59th Annual General Meeting of Shareholders

We cordially would like to inform you that the 59th Annual General Meeting of Shareholders of ORIX CORPORATION (the "Company") to be held as set forth below.

Details

1. Date and Time:Friday, June 24, 2022 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 59th fiscal year (from April 1, 2021 to March 31, 2022), as well as the audit reports of the public accounting firm and the Audit Committee for consolidated financial statements
2. Financial statements for the 59th fiscal year (from April 1, 2021 to March 31, 2022)

Matters to be resolved:

Proposal 1.Partial Amendments to the Articles of Incorporation

Proposal 2.Election of Eleven (11) Directors

• In case there are any changes in relation to the reference documents for the General Meeting of Shareholders and the business reports, the financial statement and the consolidated financial statement, we will notify you through the following Company's website.
• Of the attached documents to the Notice of the 59th Annual General Meeting of Shareholders, the following items are disclosed on the Company's website, in compliance with related laws and the provisions of Article 13 of the Company's Articles of Incorporation. They are not provided in the attached documents to this Notice. Therefore, the attachments to the Notice are a part of the business report and

the consolidated financial statement audited by the Audit Committee and the Independent Auditor in preparing the audit reports. I . Business Report, Stock Acquisition Rights

• 1. . Business Report, Matters Concerning the Independent Auditor III . Business Report, ORIX Corporate Governance
     IV . Consolidated Financial Statements (U.S. GAAP), Consolidated Statement of Changes in Equity V . Consolidated Financial Statements (U.S. GAAP), Notes to the Consolidated Financial Statements VI . Financial Statements (Japanese GAAP), Balance Sheet
     VII . Financial Statements (Japanese GAAP), Statement of Income
     VIII. Financial Statements (Japanese GAAP), Statement of Changes in Net Assets IX . Financial Statements (Japanese GAAP), Notes to Financial Statements
     X . Audit Report by the Accounting Auditors with Respect to the Financial Statements
• We will post the Notice of Resolution at the 59th 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/

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Partial Amendments to the Articles of Incorporation

The Company proposes the following amendments to the Articles of Incorporation of the Company.

1. Reason for the Proposal

Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will become effective on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of a system for providing reference documents for the general meeting of shareholders, etc. (hereinafter "informational materials for the general meeting of shareholders") in electronic format.

1. Article 13 Paragraph 3 in "Proposed Amendments" below would stipulate that the Company shall take measures to provide informational materials for the general meeting of shareholders in electronic format.
2. Article 13 Paragraph 4 in "Proposed Amendments" below would stipulate a limitation on shareholders' requests to receive a printed copy of the informational materials for the general meeting of shareholders after the introduction of a system for electronic provision of such materials. The Company will continue to provide certain parts of informational materials for the general meeting of shareholders in electronic format, as the Company has been doing in previous years, to the extent permitted by laws and regulations, even when requested by shareholders to provide printed copies. However, the Company will provide a printed copy of certain parts of informational materials for the general meeting of shareholders if requested by a shareholder, even after amending the Articles of Incorporation as proposed herein.
3. Since the provision for Disclosure via Internet and deemed delivery of informational materials for the general meeting of shareholders (Article 13 Paragraph 3 of the current Articles of Incorporation) will no longer be required, it would be deleted.
4. Accompanying the aforementioned new establishment and deletion, a supplementary provision regarding the effective date, etc. would be established.

2. Details of the Amendments

The contents of the amendments are as follows;

	(Changes are underlined)
Current Articles of Incorporation	Proposed Amendments
Article 13.（Authorized Person to Convene a General	Article 13.（Authorized Person to Convene a General
Meeting of Shareholders and Chairman Thereat）	Meeting of Shareholders and Chairman Thereat）
1.-2. [Omitted]	1.-2. [No Change]
3. The Company may deem that at the time of convocation	[Deleted]
of a General Meeting of Shareholders, information
concerning the matters that should be contained or
provided for in the reference documents for the General
Meeting of Shareholders, business reports, financial
statements and consolidated financial statements, audit
reports and accounting audit reports, were provided to the
shareholders by disclosing such information through use
of the internet in accordance with applicable laws and
ordinances.

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Current Articles of Incorporation	Proposed Amendments
[New Provision]	3. When the company convenes a general meeting of
	shareholders, it shall take measures for providing
	information that constitutes the content of reference
	documents for the general meeting of shareholders, etc. in
	electronic format.
[New Provision]	4. Among items for which the measures for providing
	information in electronic format will be taken, the
	company may exclude all or some of those items
	designated by the Ministry of Justice Order from
	statements in the paper-based documents to be delivered
	to shareholders who requested the delivery of paper-based
	documents by the record date of voting rights.
[New Provision]	Supplementary Provisions
	1. The deletion of Article 13 Paragraph 3 of the current
	Articles of Incorporation and the new establishment of
	proposed revision of Article 13 Paragraph 3 and 4 shall be
	effective on September 1, 2022, being the date of
	enforcement of the revised provisions provided for in the
	proviso to Article 1 of the Supplementary Provisions of
	the Act Partially Amending the Companies Act (Act No.
	70 of 2019) (hereinafter referred to as the "Date of
	Enforcement").
	2. Notwithstanding the provision of the preceding
	paragraph, Article 13 Paragraph 3 of the current Articles
	of Incorporation shall remain effective regarding any
	general meeting of shareholders held on a date within six
	(6) months from the Date of Enforcement.
	3. This article shall be deleted on the date when six (6)
	months have elapsed from the Date of Enforcement or
	three (3) months have elapsed from the date of the
	general meeting of shareholders in the preceding
	paragraph, whichever is later.

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Reference Documents for the General Meeting of Shareholders

Proposal 2: 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.

(Reference)

The following figures concern the ESG-related Key Goals pertaining to the composition of the Board of Directors. Outside directors to account for over half of the composition of the ORIX Group Board of Directors by the General

Meeting of Shareholders set to be held in June 2023.

Female directors to account for over 30% of the composition of the ORIX Group Board of Directors by the end of the fiscal year ending March 31, 2030.

[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:

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