ORIX : Releases its Updated Corporate Governance Report 2024 (English version)

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

Corporate Governance Report

Final revision date: June28, 2024

ORIX Corporation

Representative Executive Officer: Makoto Inoue

Contact: IR and Sustainability Department [phone] Securities Code: 8591 https://www.orix.co.jp/grp/en/

1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Information

1. Basic Views

• ORIX believes that a robust corporate governance system is essential for ensuring objective management and carrying out appropriate business activities in line with its core policies. We have therefore established a sound and transparent corporate governance system.
• Details concerning corporate governance can be found below under II-2. Matters Relating to Business Execution, Audits and Supervision, Nomination, Compensation Determination, and Other Functions (Overview of Current Corporate Governance Structure), on the ORIX website and in securities reports.

[Reasons for Non-Compliance with the Principles of the Corporate Governance Code] The Company complies with all principles of the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code]

The details of disclosure items pursuant to each principle of the Corporate Governance Code are as follows.

[Principle 1-4Cross-Shareholdings]

• ORIX does not engage in cross-shareholdings of publicly traded shares.

[Principle 1-7 Related Party Transactions]

• ORIX has established internal rules that in principle prohibit transactions by directors and executive officers with the company and its subsidiaries and takes measures to inform personnel about these rules and enforce them. Internal rules also provide that in cases where ORIX engages in certain transactions with a company at which an ORIX director or executive officer also serves as a director or executive with representative authority, a prior report must be made to the relevant division and prior approval must be obtained from the Board of Directors, and ORIX takes measures to inform personnel about these rules and enforce them. When transactions are conducted with the approval of the Board of Directors, the details are reported to the Board and systems are in place to monitor and ensure that those transactions will not give rise to concerns regarding harm to the interests of the company or its shareholders.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

[Principle 2-3 Sustainability Issues, Including Social and Environmental Matters]

• In 2021, ORIX identified ESG-related material issues and established key goals to be addressed by the Group. Based on these, we have proactively made efforts to strengthen governance and address climate change risks and social risks, including human rights.

[Principle 2-3-1] Sustainability Issues, Including Social and Environmental Matters]

• The Sustainability Committee, which was established in November 2021, receives reports and makes relevant decisions regarding ORIX's progress in addressing sustainability and sustainability-related issues. Areas of particular importance are also reported as necessary to the Board of Directors.

[Integrated Report] https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html

[Principle 2-4-1 Ensuring Diversity in Appointing Core Personnel]

Our approach to ensuring diversity and our policies regarding human resource development and work environment reform

At ORIX Group, we have established the following as one of our ESG-related material issues: Continue to improve employee satisfaction by respecting the diversity of our employees and creating an inclusive and equitable working environment that promotes flexible working styles and provides career development support, fair performance review and compensation schemes, and employee health support systems.

People are ORIX Group's most important asset. It is our belief that hiring talent of varying nationalities, ages, genders, and work experience is the key to blending diverse values and skills in addition to creating new value through flexible thinking, which is the backbone of ORIX Group's growth. ORIX Group's human resources strategy centers around building a rewarding work environment where diverse talent can maximize their individual knowledge and expertise.

We continuously reform our human resource system ahead of social trends and create fulfilling workplaces by establishing a work environment that respects diverse working styles. Moreover, we offer opportunities for employees who embrace challenges and are augmenting training and hiring of talent capable of performing on a global scale. For information disclosure regarding our internal work environment reform policies, please refer to our website and our Integrated Report.

[ORIX Website: Human Resources Strategy to Support Sustainable Growth] https://www.orix.co.jp/grp/en/sustainability/employee/

[Integrated Report] https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

Proactive, Measurable Goals for Ensuring Diversity

As of March 31, 2024, our female employees, mid-career recruits, and non-Japanese employees are as

follows:

	ORIX Corporation		The 9 Group Companies in
			Japan*
Ratio of female employees		44.6%	47.3%
Ratio of female in managerial		31.7%	27.2%
positions
Ratio of mid-career recruits		41.0%	59.0%
Ratio of mid-career recruits in		38.9%	57.4%
managerial positions
Ratio of non-Japanese employees		2.0%	1.0%
Ratio of non-Japanese employees		0.8%	0.5%
in managerial positions

*The 9 Group Companies in Japan (ORIX Corporation, ORIX Auto Corporation, ORIX Rentec Corporation, ORIX Asset Management & Loan Services Corporation, ORIX Real Estate Corporation, ORIX Environmental Resources Management Corporation, ORIX Life Insurance Corporation, ORIX Bank Corporation and ORIX Computer Systems Corporation) jointly operate as part of the ORIX Group's personnel strategy and personnel systems. (The total number of employees at these 9 companies as of March 31, 2024, was 10,042.)

As one benchmark to involve diverse personnel in decision-making and offer equal leadership opportunities, and as one of ORIX Group's concrete efforts to drive ESG-related material issue initiatives, one of our ESG-related key goals is for female employees to account for over 30% of management positions at ORIX Group by the end of the fiscal year ending March 31, 2030. As of March 31, 2024, the ratio of female managers in the ORIX Group was 31.7% for ORIX on a non-consolidated basis and 27.2% for the 9 Group companies in Japan. As of June 2024, 3 of ORIX's 27 executive officers are female, accounting for 11.1% of all officers.

Additionally, obtaining talent that can acclimate to ORIX Group's ever-changing enterprise, maintain and grow its diverse businesses, and adapt to shifts in the overall business environment is crucial to ORIX Group. ORIX Group is strengthening its efforts to hire and promote mid-career employees and non- Japanese employees. We aim to achieve true diversity, equity, and inclusion by creating a work environment that enables all employees to maximize their abilities and expertise based on the premise that employees come from a wide range of diverse backgrounds.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

[Principle 2-6 Roles of Corporate Pension Funds as Asset Owners] Status of Measures concerning ORIX Group Corporate Pension Funds

• ORIX established an Asset Management Committee with the officers responsible for the corporate function unit, finance, accounting, and personnel as members.
• Matters concerning asset management policies and policy-based asset composition allocations are investigated by the Asset Management Committee and determined by the Representative Counsel. The financial status of the pension fund is sound and excessive risks have not been taken in asset management. Management policies emphasize curtailing decreases in value. In principle, the policy-based asset composition allocation is determined at the time of financial recalculation, which is performed every five years, and is verified annually and reviewed as necessary.
• All service providers to whom management of the fund has been outsourced have accepted the Japanese version of the Stewardship Code. The fund holds quarterly management reporting conferences concerning service providers and conducts quantitative analysis. In addition, with respect to qualitative analysis, service providers are required to submit annual written survey responses, and thereby appropriate management is confirmed.
• Exercise of voting rights concerning ORIX Group shares and investment targets is performed in accordance with the decision-making criteria of management service providers, and there are no matters involving conflicts of interest.
• Personnel with appropriate qualifications are assigned to the administrative offices of the fund, and the qualifications of those personnel are enhanced by sending them to outside seminars and other means.

[Principle 3-1 Full Disclosure]

ORIX implements full disclosure of information through means such as the Company's websites and the following reports.

[ORIX Website]https://www.orix.co.jp/grp/en/[Securities Reports]https://www.orix.co.jp/grp/en/ir/library/financial_result/index.html[Integrated Report]https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html

1. ORIX has established our corporate philosophy, the ORIX Group Purpose & Culture, in which we have established and publicly released our target business indicators. The details are released on the ORIX website and in securities reports.
2. For information on ORIX's fundamental approach to corporate governance, please refer to I-1. Fundamental Approach, etc. above.
   Details can be found below under II-2. Matters Relating to Business Execution, Audits and Supervision, Nomination, Compensation Determination, and Other Functions (Overview of Current Corporate Governance Structure), on the ORIX Website (corporate governance) and in securities reports (4.4. Corporate Governance, etc.).

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

1. The Compensation Committee formulates policies on the determination of director and executive officer compensation and the details of the compensation of each individual based on those policies. For information concerning the policies on the determination of director and executive officer compensation by the Compensation Committee, see (2) Policy for Determining Compensation of Directors and Executive Officers under II-1. Director and Executive Officer Compensation: Disclosure of Policies on Determination of Compensation Amounts and Methods of Calculation.
2. The Nominating Committee determines proposed resolutions relating to the appointment and dismissal of directors to be submitted to the annual general meeting of shareholders. For information on policies and procedures relating to the determination of director candidates and screening of executive officers, see 3. Matters Relating to the Three Committees, 1) Nominating Committee under II-2. Matters Relating to Business Execution, Audits and Supervision, Nomination, Compensation Determination, and Other Functions.
3. For information on the reasons why director candidates were nominated, see the reference information (matters to be resolved) in the Notice of the 61st Annual General Meeting of Shareholders.
   (See:https://www.orix.co.jp/grp/en/ir/library/shareholder_meeting/)
   For information on the reasons why outside directors were nominated, see II-1. Directors: Relationship with the Company (2).
   Also, regarding the nomination of executive officers, decisions are made in light of the policies described above in (4), taking into consideration the individual business experience and knowledge of each candidate. Profiles of each executive officer can be found on the ORIX website.
   (See:https://www.orix.co.jp/grp/en/about/overview/officer/index.html)

[Principle 3-1-3Sustainability-related Initiatives]

<> Initiatives>

In November 2021, the Board of Directors formulated basic policies for sustainability, and approved ORIX's Group- wide ESG-related material issues and key goals. It also established the Sustainability Committee, one of the firm's executive decision-making bodies.

For information regarding sustainability initiatives at ORIX Group in addition to strategies such as scenario analyses regarding TCFD recommendations, please refer to our Integrated Report and the ORIX sustainability website.

[Integrated Report] https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html[Sustainability Website] https://www.orix.co.jp/grp/en/sustainability/

Please refer to our Integrated Report for information regarding our investment in human capital and intellectual capital.

[Integrated Report] https://www.orix.co.jp/grp/en/ir/library/annual_report/index.html

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

[Principle 4-1-1 Roles and Responsibility of the Board (1)]

• For information on the scope of responsibility delegated by the Board of Directors to the management team, see (2) Matters Relating to the Board of Directors under II-2. Matters Relating to Business Execution, Audits and Supervision, Nomination, Compensation Determination, and Other Functions.

[Principle 4-8 Effective Use of Independent Directors]

• For information on action policies relating to the effective use of independent directors, refer to (2) Action Policies Relating to the Effective Use of Independent Directors under II-1. Independent Directors: Other Matters Relating to Independent Officers.

[Principle 4-9 Independence Standards and Qualifications of Independent Directors]

• For information on ORIX's Conditions for Director Independence, see (1) Status of Independent Directors under II-1. Independent Directors: Other Matters Relating to Independent Officers.

[Principle 4-11-1 Preconditions for Board and Kansayaku Board Effectiveness]

• For information on ORIXs approach concerning the structure of the Board of Directors, see (2) Matters Relating to the Board of Directors under II-2. Matters Relating to Business Execution, Audits and Supervision, Nomination, Compensation Determination, and Other Functions.

[Principle 4-11-2 Preconditions for Board and Kansayaku Board Effectiveness]

• For information concerning the status of concurrent positions held by directors, see the directors' professional experience posted on the ORIX website.
  (See:https://www.orix.co.jp/grp/en/about/overview/officer/index.html)
  Also, for information concerning the key concurrent positions held by outside directors, see II-1. Directors: Relationship with the Company (2).

[Principle 4-11-3 Preconditions for Board and Kansayaku Board Effectiveness]

• As a part of establishing a further sound and transparent corporate governance system, ORIX annually analyzes and evaluates the effectiveness of the Board of Directors meeting to ensure the decision-making by the Board of Directors meeting.
• An overview of the effectiveness of the Board of Directors for FY2024.3 is as follows.

• In addition to the operational agenda which relates to the effectiveness of the decision-making by the Board of

Directors meeting, to achieve continuous growth under the complex and discontinuously changing business environment, the questionnaires were provided and interviews were performed with all of the Board of Directors so that the agenda related to corporate governance, which should be considered to enhance the governance system further, can be confirmed and the discussion was held upon the Board of Directors meeting based on the results of the questionnaires and interviews.

• The recent evaluation was conducted with the support of an outside consulting firm as in the previous year so

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

that the recognition of the Board of Directors regarding the composition of the Board of Directors meeting and other committees, operation, and discussion items of the Board of Directors meeting can be ensured objectively. Based on the analysis and evaluation of the outside consulting firm, the action plan for this fiscal year for enhancing the effectiveness of the Board of Directors meeting was discussed at the Board of Directors meeting.

< Schedule >

• February 2024: The policy of analyzing and evaluating the effectiveness of the Board of Directors meeting was agreed upon at the Board of Directors meeting.
• February to April 2024: The questionnaires were provided and an interview was conducted based on the results of the questionnaire.
• May 2024: Reported the result of the analysis and evaluation to the Board of Directors meeting and held discussion about the subject to formulate the action plan.

< Questionnaire Contents>

• Composition and operation of the Board of Directors meeting
• Corporate strategy and business strategy
• Corporate ethics and risk management
• Communication with Stakeholders
• Measurement of effectiveness of the last year's action plan
• Effectiveness of the Nominating Committee, the Compensation Committee, and the Audit Committee

< Overview of the Evaluation Results>

Based on the fact that more than 80% of the respondents answered "effective or appropriate" or "relatively effective or appropriate" in the questionnaire and the fact that action plan in the previous year was confirmed to have led to an improvement in effectiveness, it is evaluated that the Board of Directors meeting of ORIX is effectively functioning.

Based on the results of the questionnaire, the Board of Directors has recognized that deepening the discussion regarding mid-to-long-term strategies and future direction will lead to further improvements in effectiveness and has formulated the following policies as an action plan.

• Sharing the process of formulating a new mid-term business plan
  Sharing the process of formulating a new mid-term plan for the fiscal year ending March 31, 2026 and beyond with directors on a regular basis to enhance the effectiveness of monitoring related to management strategy. Sharing important matters with outside directors to assist fulfillment of their role as a monitoring board, such as the roadmap for planning, awareness of the environment and recognition of issues, overall strategy and corresponding divisional strategies, and targets to be monitored by the Board.
• Timely information sharing on important initiatives
  Reporting the status of particularly critical matters in a timely manner in view of the size of the investment or lending and its financial impact. Striving to share information that is material from the perspective of

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

monitoring by the management side without limiting the purpose of information sharing to resolutions.

• Providing investors' perspectives and having dialogues with investors by outside directors
  Expanding opportunities to share the content of dialogues with investors as well as investors' evaluation of ORIX with outside directors through reports at Board of Directors meetings. Setting up opportunities for outside directors to engage in direct dialogue with investors in order to understand their interests and take appropriate actions based on such understandings.

[Principle 4-14-2 Director and Kansayaku Training]

• When appointed to director and executive officer positions, personnel receive proper explanations from attorneys and others regarding their legal duties and responsibilities and other matters to be complied with as corporate officers, and external training organizations are used as necessary. When outside directors are invited to join the board, orientation is conducted including opportunities to receive individual explanations by the officers such as the officer responsible for the Board of Directors secretariat concerning ORIX's management strategies, business activities, finances, and other matters. In addition, periodic compliance training is conducted for officers while they are in office.

[Principle 5-1-1 Policy for Constructive Dialogue with Shareholders]

• ORIX's top management takes the lead in engaging in quarterly dialogue with key shareholders.
• In our FY23.3 annual results presentation materials, we disclosed that ORIX would "promote proactive communication by top management (including outside directors) with investors." In November 2023, investors had the opportunity to meet with two outside directors. In FY25.3, we will continue to promote engagement with investors by our top management, including outside directors.

[Principle 5-1-2 Policy for Constructive Dialogue with Shareholders]

1. The CEO takes the lead in general oversight and promotion of overall dialogue with shareholders.
2. The Investor Relations and Sustainability Department is responsible for creation of IR materials and for serving as the point of contact for dialogue with shareholders, and will work closely with the Corporate Planning Department, Accounting and Treasury Department, and other entities to perform their duties.
3. For each quarterly earnings announcement, ORIX Group holds briefings for sell-side analysts and institutional investors to explain results, progress vs. the medium-term business plan, and other matters. This briefing is attended by management in charge of Investor Relations and Sustainability Department (four times a year) and the CEO (twice a year, at interim and annual results). We ensure fair disclosure to all existing shareholders and potential investors (retail investors, institutional investors within Japan and overseas) by posting our quarterly earnings presentation materials and audio recordings (Japanese and English) on the same day as release on our corporate website. We work to diversify our shareholder base through a variety of means, including holding small group meetings for sell-side analysts and institutional investors, participating in investor conferences hosted by securities companies both within and outside of Japan, visiting overseas investors for meetings, and holding at least one explanatory meeting for retail shareholders each year.

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

1. Opinions and concerns voiced during conversations with shareholders and in analyst reports are regularly communicated to the Board of Directors management in charge of the Investor Relations and Sustainability Department and the Senior Managing Executive Officer Responsible for Corporate Function Unit. This feedback is actively discussed within this forum, including by outside directors.
2. Executives including the CEO and members of the Investor Relations and Sustainability Department possess thorough knowledge regarding the management of material non-public information. In addition, ORIX has a designated quiet period starting from the day after the final day of the financial period to the day of announcing financial results. In principle, ORIX refrains setting up any meetings with investors to discuss results or earnings estimates during this quiet period. ORIX's Disclosure Committee (comprised of the CFO, Global General Counsel, and executives in charge of Compliance and Internal Audit) carries out the necessary operations associated with the timely and appropriate disclosure of information, including management of material non-public information.

[Principle 5-1-3 Policy for Constructive Dialogue with Shareholders]

• Each year, ORIX engages the services of a third-party vendor to perform a shareholder identification survey. Based on this analysis, we engage in direct dialogue with our actual shareholders both within Japan and abroad.

1. Dialogue with shareholders is carried out by the CEO, Senior Managing Executive Officer Responsible for Corporate Function Unit, management in charge of the Investor Relations and Sustainability Department, and members of the Investor Relations and Sustainability Department. ORIX maintains two Investor Relations offices - one within Japan (Tokyo) serving as the contact point primarily for Japanese and Asian investors, and one in the United States of America (New York) primarily for handling European and US investors.
2. ORIX engages in quarterly dialogue with sell-side analysts and individuals in a variety of roles at institutional investors (fund managers, analysts, ESG staff, and proxy representatives) from wide range of investment styles within Japan and abroad. In the fiscal year ended March 2024, ORIX completed roughly 570 meetings with investors.
3. Conversations with investors touch on a variety of themes, including ORIX's growth strategy, our medium- to long-term earnings outlook and their underlying macro assumptions, issues facing individual segments, recent earnings trends, capital allocation policy including shareholder returns, corporate governance, sustainability promotion efforts, and requests for new information disclosure.
4. Opinions and concerns voiced during conversations with shareholders and in analyst reports are regularly communicated to the Board of Directors by management in charge of the Investor Relations and Sustainability Department and the Senior Managing Executive Officer Responsible for Corporate Function Unit. This feedback is actively discussed within this forum, including by Outside Directors. In discussions at the Board of Directors or within the course of business execution, we aim to carry out analysis which considers the share price and cost of capital based on feedback from investors, and make efforts to continually improve corporate value over the medium to long term.
5. Based on our dialogue with investors and the feedback received, we have implemented the following

This document is a translation of the original Corporate Governance Report in Japanese; in the event of any discrepancy relating to the content of the Report, the Japanese version shall prevail.

initiatives.

1. Although we previously had only disclosed target figures for the final year (FY25.3) in our medium- term management plan, we answered investor requests to provide disclosure on next fiscal year forecasts by announcing a FY24.3 net income target in our FY23.3 Q4 presentation materials. In addition, in our FY24.3 Q4 presentation materials, we disclosed a revision to our FY25.3 net income forecast, based on the outlook for earnings at each segment and changes in the business climate since the previous fiscal year. In order to help investors better understand our growth strategy, we reclassified the 10 business segments into three categories based on business content and disclosed a growth strategy and pre-tax profits forecasts for each category.
2. In response to investor requests that ORIX provide disclosure on our past track record of new investments and asset sales, we began disclosing a 10-year track record of major new investments and sales from FY23.3 Q2's presentation materials. In addition, to answer investor needs for information about the visibility of investment gains, we have disclosed the amount of capital gains and new investments for deals already executed or under consideration from the FY24.3 Q2 presentation materials. In the FY24.3 Q4 presentation materials, we also disclosed the amount of cash outlays for new investments and cash inflows from capital gains.

[Principle 5-2 Establishing and Disclosing Business Strategies and Business Plans]

• Our targets including net income, ROE and shareholder returns are stated in our annual reports and other disclosure materials, along with our business plan and basic capital policy. At quarterly earnings releases and investor meetings, we also explain our basic policy regarding our business portfolio, the status of business portfolio review and allocation of management resources determined by the Board of Directors.

[Action to Implement Management That Is Conscious of Cost of Capital and Stock Price]

• We are endeavoring to improve the market's view of our share price valuation (including PBR and other metrics), by both working to strengthen ROE and be conscious of the cost of capital.
• An overview of ORIX's action to implement management that is conscious of cost of capital and the stock price are disclosed in the materials below.
  [Integrated Report 2023 "Financial Strategy and Capital Policy" (p. 38-41)]https://www.orix.co.jp/grp/en/pdf/ir/library/annual_report/AR2023E.pdf[Annual Results Presentation Material 2024/3 (p. 13)] https://www.orix.co.jp/grp/en/pdf/ir/library/presentation/Presentation_2024_4QE.pdf