Compensation Committee

Overview

The Compensation Committee has the authority to set the policy for determining compensation for directors and executive officers and to set the specific compensation for each individual director and executive officer.

Activity Status

Main Activities and Deliberations During the Fiscal Year Ended March 2026

The Compensation Committee conducted activities including evaluating performance for performance-linked compensation (annual bonus) for the fiscal year ended March 2025 and determining the amount to be paid to each individual, deliberating on and determining the compensation system for directors and executive officers for the fiscal year ended March 2026, deliberating on compensation levels for directors and executive officers based on the results of a survey conducted by a third-party research organization, deliberating on the consideration of executive compensation linked to performance indicator such as consolidated ROE.

The Compensation Committee comprehensively evaluated details of the compensation of individual directors and executive officers, including its consistency with the compensation policy based on the resolution of the Compensation Committee held on June 25, 2025. In examining the appropriateness of compensation levels, it used the results of an investigation conducted by a third-party compensation research organization to make its determination, and concluded that they were in line with the compensation policy.

Compensation for Directors and Executive Officers

ORIX Group’s business objective is to increase shareholder value over the medium- to long-term.
ORIX believes in the importance of each director and executive officer responsibly performing his or her duties and cooperating as members of a team to produce continued growth for the Group. The Compensation Committee believes that in order to accomplish such business objectives, directors and executive officers should place emphasis not only on performance during the current fiscal year, but also on medium- to long-term results. Accordingly, under the basic policy that compensation should provide effective incentives, ORIX takes such factors into account when making decisions regarding the compensation system and compensation levels for directors and executive officers.
Taking this basic policy into consideration, we have established separate policies for the compensation of directors and executive officers in accordance with their respective roles based on a decision of the Compensation Committee held on June 23, 2026.

Compensation Policy for Directors

• The compensation policy for directors who are not also executive officers aims for compensation composed in a way that is effective in maintaining the supervisory and oversight functions of executive officers’ performance in business operations, which is the main duty of directors. Specifically, ORIX’s compensation structure for directors consists of fixed compensation and share-based compensation upon retirement^*1. In addition, the Company strives to maintain a competitive level of compensation with director compensation according to the role fulfilled and receives third-party research reports on director compensation for this purpose.
• Fixed compensation is in principle the same amount for all directors with certain amounts added for directors serving as members or chairpersons of committees.
• For share-based compensation upon retirement reflecting medium- to long-term performance, directors are granted a fixed number of points on an annual basis for their period of service, and they are delivered in ORIX shares corresponding to the number of points they have accumulated at the time of retirement.

Compensation Policy for Executive Officers

• The compensation policy for executive officers, including those who are also directors, aims for a level of compensation that is effective in maintaining business operation functions, while also incorporating a component that is linked to current period business performance. Specifically, ORIX’s compensation structure for executive officers consists of fixed compensation, annual bonuses, and share-based compensation. Our basic policy is to maintain a composition ratio of 1:1:1 to 1.5.
• In addition, the Company strives to maintain a competitive level of compensation with executive officer compensation according to the role fulfilled and receives third-party research reports on executive officer compensation for this purpose.

(1) Fixed compensation is determined according to each position’s role based on a standardized amount for each position.

(2) Annual bonuses vary based on company-wide or division performance indicator, as well as strategic indicator for the relevant fiscal year.

1. Annual bonuses for the CEO and certain executive officers designated by the Compensation Committee are determined by multiplying the position-based standard amount by a payout rate based on company-wide performance indicator and a coefficient based on company-wide strategic indicator. The payout rate based on company-wide performance indicator is determined based on the level of achievement of the consolidated net income target, and ranges from 0% to 200%, taking into account the level of difficulty of such targets^*2. The coefficient based on company-wide strategic indicator is determined based on the progress during the fiscal year of various initiatives (including sustainability-related initiatives) aimed at achieving the Company’s medium- to long-term management strategies, and ranges from 0.8 to 1.2. Accordingly, the total payout for annual bonuses ranges from 0% to 240% of the position-based standard amount.
2. Annual bonuses for executive officers other than those described above are determined by multiplying 50% of the position-based standard amount by the same payout rate based on company-wide performance indicator as described in item 1 above, and the remaining 50% by a payout rate based on division performance and strategic indicator. The payout rate based on company-wide performance indicator is the same as that described in item 1 above, ranging from 0% to 200%. The payout rate based on division performance and strategic indicator is determined based on the level of achievement of targets for the divisions for which each executive officer is responsible, and ranges from 0% to 300%, based on a comprehensive evaluation taking into account the progress during the fiscal year of division strategic indicator.

(3) Share-based compensation consists of performance-linked share-based compensation (Performance Share Units: PSU), which is designed to strengthen linkage with medium-term management indicator, and share-based compensation upon retirement, which is designed to enhance long-term shareholder value.

1. Performance-linked share-based compensation (PSU) are granted to executive officers designated by the Compensation Committee as core members of the Group’s management. In principle, over a performance evaluation period of three fiscal years, the number of ORIX shares to be delivered varies within a range of 0% to 220% based on the level of achievement of consolidated ROE and a relative comparison of the Company’s Total Shareholder Return (TSR) with the growth rate of TOPIX (including dividends).
2. Share-based compensation upon retirement is provided to all executive officers. A fixed number of points is granted annually according to position during their period of service, and ORIX shares are delivered upon retirement based on the cumulative number of points.

(4) For executive officers stationed at overseas subsidiaries and those with highly specialized expertise, as well as other executive officers for whom the Compensation Committee determines that it is appropriate to design individual compensation arrangements based on the above basic policy, the Committee may deliberate and determine a separate compensation structure that reflects factors such as their expertise, uniqueness, and local compensation practices in each country.

1. Share-based compensation upon retirement is a program under which annual points are allocated to directors and executive officers while in office and ORIX shares are granted via a trust based on the cumulative number of points at the time of retirement. Points granted are determined based on guidelines established by the Compensation Committee. The Compensation Committee has not established a period during which shares delivered under this program must be held. If a determination is made that a director or executive officer engaged in substantially inappropriate conduct that causes harm to the Company while in office, the Compensation Committee may set restrictions on the payment of share-based compensation.
2. The level of difficulty of the consolidated net income target is assessed through a relative comparison between the profit level based on the Company’s cost of capital and the target for the relevant fiscal year.

Conceptual Diagram of Compensation System for Executive Officers

Method for Calculating Annual Bonus

CEO and CFO/CSO

• The performance indicators for CEO and CFO/CSO are based solely on company-wide performance indicators, incorporating the progress of strategic goals aimed at realizing the medium-term plan and long-term vision as company-wide strategic indicators.
• The payout rate based on company-wide performance indicator is determined based on the level of achievement of the consolidated net income target taking into account the level of difficulty of such targets.
  (The level of difficulty for the consolidated net income target is determined by comparing the target for the period in question against a profit level based on the Company's cost of capital.)
• The coefficient based on company-wide strategic indicator is determined based on the progress during the fiscal year of various initiatives (including sustainability-related initiatives) aimed at achieving the Company’s medium- to long-term management strategies, and ranges from 0.8 to 1.2.

Executive Officers including Business Unit COOs

• The payout rate based on company-wide performance indicator is determined based on the level of achievement of the consolidated net income target taking into account the level of difficulty of such targets.
  (The level of difficulty for the consolidated net income target is determined by comparing the target for the period in question against a profit level based on the Company's cost of capital.)
• The payout rate based on division performance and strategic indicator is determined based on the level of achievement of targets for the divisions for which each executive officer is responsible based on a comprehensive evaluation taking into account the progress during the fiscal year of division strategic indicator.

Compensation Clawback Policy

ORIX has established a Compensation Clawback Policy pursuant to applicable NYSE listing standards. This Policy provides for the clawback of annual bonuses and performance-linked share-based compensation received in excess of executive officers’ original salaries based on erroneous financial statements in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements.

Compensation of Directors, Executive Officers and Group Executives (FY2026.3)

1. Number of recipients and amounts paid include two directors and three executive officers who retired during the fiscal year ended March 2026. As of March 31, 2026, ORIX had 10 directors (6 outside directors) and 26 executive officers (including directors serving concurrently as executive officers).
2. At ORIX, no directors serving concurrently as executive officers received compensation as directors. Total compensation for the five people serving concurrently as directors and executive officers is shown in the Executive Officers line.
3. The amount of share component of compensation paid is calculated by multiplying the number of points confirmed to be provided as the portion for the fiscal year ended March 2026 by the stock market price paid by the trust when ORIX’s shares were acquired (¥2,248.39 per share).
   Therefore, the total amount of share component of compensation actually paid in the fiscal year ended March 2026 is not presented. The total amount of share component of compensation actually paid in the fiscal year ended March 2026 was ¥584 million for two directors and three executive officers who retired during the fiscal year ended March 2026.
4. ORIX did not provide stock options in the form of stock acquisition rights in the fiscal year ended March 2026.
5. Figures shown are rounded down by truncating figures of less than ¥1 million.

ORIX Shares Held (As of the Date of Submission of the Securities Report for the FY Ended March 2026)

• Latent common shares are shares that are scheduled to be delivered equivalent to the cumulative points granted by the share component of compensation system.

For details on the number of ORIX shares held by executive officers and compensation for directors and executive officers, please refer to the following.
Form 20-F filed with the U.S. Securities and Exchange Commission