ORIX : Notice of the 58th Annual General Meeting of Shareholders

Notice of the 58th Annual General Meeting of Shareholders

Contents

Convocation Notice
Notice of the 58th 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 Twelve (12) Directors	Page 4
Business Report for the 58th Fiscal Year
(From April 1, 2020 to March 31, 2021)
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

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 59

June 4, 2021

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.

－ 1 －

Securities Code: NYSE: IX

TSE: 8591

June 4, 2021

To Our Shareholders:

Makoto Inoue

Director,

Representative Executive Officer

ORIX CORPORATION

2-4-1,Hamamatsu-cho

Minato-ku, Tokyo, Japan

ORIX CORPORATION

Notice of the 58th Annual General Meeting of Shareholders

We cordially would like to inform you that the 58th Annual General Meeting of Shareholders of ORIX CORPORATION (the "Company") to be held as set forth below.

Details

1. Date and Time:Friday, June 25, 2021 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 58th fiscal year (from April 1, 2020 to March 31, 2021), as well as the audit reports of the public accounting firm and the Audit Committee for consolidated financial statements
2. Financial statements for the 58th fiscal year (from April 1, 2020 to March 31, 2021)

Matters to be resolved:

Proposal 1.Partial Amendments to the Articles of Incorporation

Proposal 2.Election of Twelve (12) 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 58th 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
  II . 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

• • . Consolidated Financial Statements (U.S. GAAP), Notes to the Consolidated Financial Statements VI . Financial Statements (Japanese GAAP), Non-Consolidated Balance Sheet
    VII . Financial Statements (Japanese GAAP), Non-Consolidated Statement of Income
    VIII. Financial Statements (Japanese GAAP), Non-Consolidated Statement of Changes in Net Assets IX . Financial Statements (Japanese GAAP), Notes to Non-Consolidated Financial Statements
    X . Audit Report by the Accounting Auditors with Respect to the Non-consolidated Financial Statements
• We will post the Notice of Resolution at the 58th 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: 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

In order to reflect more accurately the current business activities of the Company and its subsidiaries and clarify its businesses, the Company proposes to add a new business purpose to Article 2 of the current Articles of Incorporation (Add Article 2.(14)).

2. Details of the Amendments

The contents of the amendments are as follows;

	(Changes are underlined)
Current Articles of Incorporation	Proposed Amendments
Article 2. (Purposes)	Article 2. (Purposes)
The purpose of the Company shall be to engage in the	The purpose of the Company shall be to engage in the
following businesses:	following businesses:
(1) - (13) [Omitted]	(1) - (13) [No Change]
[New Provision]	(14) power generation business
(14)- (24)[Omitted]	(15)- (25)[No Change]

－ 3 －

Reference Documents for the General Meeting of Shareholders

Proposal 2: Election of Twelve (12) Directors

The terms of office of all 12 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Consequently, the shareholders are requested to elect 12 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.

Candidates for the 12 Director positions are as follows (Of the 12 candidates for Director, there are ten male candidates and two female candidates (percentage of female candidates: 16.6%).):

－ 4 －

Committee the candidate is scheduled to join

No.

Name

Current Position and Responsibilities at the Company

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

President and Chief Executive Officer

11 years

Responsible for Group Strategy Business Unit

Nominating Committee

2

Shuji Irie

Member of the Board of Directors

Renominated

Senior Managing Executive Officer

3 years

Head of Investment and Operation Headquarters

Member of the Board of Directors

Senior Managing Executive Officer

3

Shoji Taniguchi

Responsible for Treasury and Accounting Headquarters

Renominated

2 years

Responsible for Enterprise Risk Management Headquarters

Responsible for Corporate Communications Department

Assistant to CEO

Member of the Board of Directors

4

Satoru Matsuzaki

Senior Managing Executive Officer

Renominated

Head of Corporate Business Headquarters

2 years

Chairman, ORIX Auto Corporation

Chairman, ORIX Rentec Corporation

5

Yoshiteru Suzuki

Member of the Board of Directors

Renominated

Senior Managing Executive Officer

1 year

President and Chief Executive Officer, ORIX Corporation USA

6

Stan Koyanagi

Member of the Board of Directors

Renominated

Managing Executive Officer

4 years

Global General Counsel

7

Heizo Takenaka

Member of the Board of Directors

◎

Renominated

Outside

Independent

6 years

Audit Committee

8

Michael Cusumano

Member of the Board of Directors

〇

Renominated

Outside

Independent

2 years

Compensation Committee

9

Sakie Akiyama

Member of the Board of Directors

◎

Renominated

Outside

Independent

2 years

Nominating Committee (Chairperson)

10

Hiroshi Watanabe

Member of the Board of Directors

〇

〇

Renominated

Nominating Committee

Outside

Independent

1 year

Audit Committee

11

Aiko Sekine

Member of the Board of Directors

〇

◎

Renominated

Audit Committee (Chairperson)

Outside

Independent

1 year

Compensation Committee

12

Newly

Chikatomo Hodo

Outside

Independent

〇

〇

nominated

－ 5 －