ORIX GROUP
CODE OF CONDUCT
Fourth Edition

Contents
Message from CEO

2

Introduction

3

1. Proper Consideration of our Customers

4

2. Protection of Property, Company Value, andIntellectual Property of Others

5

3. Compliance with Laws and Regulations

8

4. Prohibition on Illegal or Unethical Transactions

11

5. Respect for Human Rights and No Harassment

16

6. Contribution to Society and Protection of theEnvironment

18

7. Safe Work Environment and Business Continuity

19

8. Reporting Illegal or Unethical Conduct

20

MESSAGE FROM CEO

Dear ORIX Group members,
ORIX Corporation continues to evolve and change but our shared commitment toexcel in achieving our business objectives while upholding the highest businessethics remains a fundamental constant in the face of ever-challenging businessconditions and world events.
The ORIX Group Code of Conduct articulates our core standards and expectations
that apply to each director, officer and employee of ORIX Group regardless of theline of business or the region in which we operate. It is the responsibility ofeach of us to become familiar with the ORIX Group Code of Conduct and tounderstand how its standards and expectations apply in the daily course.
I also encourage you to speak up if you have any questions or concerns or if
you see conduct that conflicts with the values and principles set out in the ORIX
Group Code of Conduct.
The ORIX Group Code of Conduct serves as the foundation of our cultureof compliance and our drive for business excellence. Its positive impact isfelt when each of us embraces it in practice in our daily work, striving
to act with the highest level of integrity, fairness and transparency. Thank you
for your support as we continue to build on the culture of compliance thathas served as a cornerstone of the success of ORIX Group since our founding
in 1964.

Makoto Inoue
President and Chief Executive Officer2

INTRODUCTION
ORIX Group has positioned compliance as one of our most importantmanagement issues, striving to build an effective compliance structure
alongside a corporate culture that values high ethical standards, andgood faith, fairness and transparency in all corporate activities.
ORIX Corporation is organized under the laws of Japan and its operations
are subject to the laws of Japan. In addition, ORIX Corporation securities
are registered with the US Securities and Exchange Commission (SEC)and are listed and traded on the New York Stock Exchange (NYSE). The
laws of the US may also extend to the investments and operations of
ORIX Group companies around the world as a result of the SEC
registration and NYSE listing by ORIX Corporation. Other countries may
also apply their laws outside of their borders to their own citizens and tocorporations that are organized under their laws, including ORIX Group.
The references in this ORIX Group Code of Conduct and in other ORIX
Group policies and rules and the applicable laws where ORIX does
business reflect the reality that a global company is regulated by manydifferent laws at the same time.
If you are uncertain what laws and regulations or ORIX Group policies
and rules apply to you or if you believe there may be a conflict between
different applicable laws, consult with the ORIX Group ComplianceDepartment before proceeding.
The standards contained herein supplement and may go beyond
compliance with applicable laws and regulations. You are expected toadhere to the standards in this Code of Conduct, even if your conduct
would otherwise be legal.
An ORIX Group company outside of Japan may issue its own policies andrules with the concurrence of the ORIX Group Compliance Department.
These policies or rules may be more but not less restrictive than theCode, and directors, officers and employees of the ORIX Group Company
must comply with the more restrictive policies and rules. In addition, if
local laws are more restrictive than the standards in this Code of
Conduct, you must always, at a minimum, comply with those laws.
This Code of Conduct applies to all directors, officers, and employees of
ORIX Group (referred to collectively as “employees”). The ORIX Group
Compliance Department is authorized to interpret and issue exceptions
and waivers to this Code of Conduct.

3

1

Proper Consideration of ourCustomers
We will maintain a respectful and professional attitude
toward customers, and we will conduct ourselves at all
times to meet and exceed our customers’ expectations.
Satisfied customers are the foundation upon which the success andwell-being of ORIX Group is built and secured for the future. Trust liesat the core of every customer and company interaction. To build
enduring business relationships, we must treat our customers in an
open, honest, and respectful manner. It is the responsibility of every
ORIX Group employee to:
Describe our services and products fairly, honestly, and legally in marketing,advertising, and sales activities, and make them easily understandable tothe customer.
When seeking business opportunities, strive to understand the customer’s
needs and offer products and services that are tailored to the customer’s
needs.
Refrain from disparaging competitors or their products and services inbrochures, advertisements, and other communications.
Communicate with customers effectively and with integrity, responding
appropriately and promptly to their complaints, inquiries, and opinions.
Continuously improve and maintain the professional skills and knowledge
needed to perform our jobs and responsibilities and best serve ourcustomers.

4

2

Protection of Property,
Company Value, andIntellectual Property of Others
We will use the property of ORIX Group, including
its intellectual property, only for legitimate businesspurposes and in accordance with ORIX Group policies
and rules. We will protect and preserve ORIX Group’s
reputation and goodwill. We will respect the intellectual
property rights of others and safeguard the privacy of all
personal and confidential information that comes into
the possession of ORIX Group.
Protecting ORIX Group Property
ORIX Group provides employees valuable assets to help us perform ourwork at the highest levels. These assets include computer equipment,
mobile devices, communications platforms and equipment, software,
office and electronic equipment, and facilities. It is critical that eachof us fully understands the requirements for appropriate use of theseresources. It is the responsibility of every ORIX Group employee to:
Use ORIX Group property with care and for legitimate business purposes.
Use judgment in using company assets for private use or personal matters.
Personal use should not be excessive and should not interfere with theperformance of business duties.
Be aware that information and messages transmitted using company
assets are ORIX Group property with no expectation of privacy and may bemonitored, collected, and used by ORIX Group in its sole discretion.
Comply with ORIX Group information security policies and applicable laws
and regulations with regard to the protection of personal and confidential
information.
5

Protecting Confidential Business Information
ORIX Group employees will have access from time to time toconfidential or proprietary business information about ORIX Groupor within ORIX Group’s possession or control, including strategicplans, sales figures, financial information, information regarding
negotiations, agreements or dealings between ORIX Group and others,
trade secrets, patents and trademarks. Unauthorized disclosure or useof confidential or proprietary business information, including throughelectronic means, could result in severe damage to ORIX Group andits customers and employees and is strictly prohibited. It is the
responsibility of every ORIX Group employee to:Secure and limit access to confidential or proprietary business information
to those within ORIX Group who need to know such information to do theirjobs.
Protect confidential or proprietary business information in public areas,such as public transportation, elevators, and restaurants.
Not use confidential or proprietary business information for personal gainor permit any other person to use this information.

ORIX Group recognizes that certain disclosures of confidential
information to appropriate government and self-regulatory authorities
are protected by whistleblower and other laws. Nothing in this Codeof Conduct or any employment-related arrangements are intended toor should be understood to impede or otherwise discourage suchdisclosures. ORIX Group will not tolerate retaliation against employees
who make such disclosures in good faith.

Protecting and Preserving ORIX Group’s Brand
In our daily actions, we all represent ORIX Group and therefore wemust always act with the highest ethical standards to enhance andpreserve ORIX Group’s brand, good name, and reputation.

6

Respect Third Party Intellectual Property
ORIX Group respects and protects the intellectual property rights of allparties by using information technology and software that has been
legitimately acquired and licensed.

Personal Information
ORIX Group collects, stores, uses, and shares personal information ofcustomers, suppliers, and others. ORIX Group is committed toprotecting and maintaining the confidentiality of this information incompliance with ORIX Group information security policies, agreementswith customers and applicable data privacy laws around the world. It
is the responsibility of every ORIX Group employee to:
Follow all applicable privacy laws and regulations and ORIX Group privacy
policies and rules.
Collect, use, and disclose third party information only for legitimate
business purposes.

Violations of data privacy requirements can expose ORIX Group andits employees to legal penalties and damage the reputation of ORIX
Group. The obligation to protect the confidentiality of personal or
proprietary information continues after leaving ORIX Group.

Document Retention
ORIX Group employees have a responsibility to follow all ORIX Group
policies prescribing retention periods for company documents.
Different types of documents may have different retention periods
under applicable requirements.

7

3Compliance with Laws andRegulations
We will comply with all applicable laws, rules andregulations and ORIX Group policies and rules at all
times. We will understand and comply with laws,
regulations and ORIX Group policies and rules on insider
trading, money laundering and financial reporting.
ORIX Group expects its employees to conduct its business incompliance with all applicable laws, regulations and internal policies
and rules, following not just the letter of the law but also the spirit
and intent of the law.

Insider Trading
In the course of ORIX Group business or in discussions withcustomers or vendors, employees may become aware of material nonpublic information about ORIX Group or other companies. Insider
trading, which is the act of trading in the stock or securities of ORIX
Corporation or any other company, whether directly or indirectly,
based on material non-public information or providing material nonpublic information to others (also called tipping) so that they may
trade is illegal, violates ORIX Group policies and rules and may resultin criminal prosecution. These restrictions also apply to spouses andfamily members. Material non-public information is any informationthat has not been made public and that a reasonable investor would
consider important in a decision to buy, hold, or sell securities.
Refer to the ORIX Group Insider Trading Policy for additional
information.

8

Money Laundering
Money laundering refers to a process in which funds generated
through illegal means (such as terrorism, narcotics, bribery, and fraud)
are funneled through commercial financial transactions to conceal
their illegal origins, avoid reporting obligations or evade taxes. Many
countries where ORIX Group does business have laws against money
laundering which prohibit conducting transactions that involve
proceeds of criminal activities. A related concern is that funds fromeither legal or illegal sources may be used for terrorist financing.
ORIX Group is committed to full compliance with all anti-money
laundering and anti-terrorism laws throughout the world. We willconduct business only with reputable customers involved in legitimate
business activities, with funds derived from legitimate sources. Each
ORIX Group business is required to implement risk-based “know yourcustomer” due diligence procedures and to take steps to preventand detect unacceptable and suspicious forms of payments. ORIX
Group employees should be on the alert for circumstances that may
constitute a violation of the anti-money laundering and anti-terrorism
laws applicable to their business and report any potential violations.
Refer to the ORIX Group Anti-Money Laundering Policy for
additional information.

Sanctions
Sanctions are foreign policy tools that impose strict restrictions on
activities like providing services or entering into dealings andtransactions with sanctions targets, which may include: countries,
regions, governments, individuals, entities, vessels and aircrafts. ORIX
Group is committed to compliance with all applicable government
economic and trade sanctions. ORIX Group employees may not,directly or indirectly through a third party, enter into or facilitatebusiness activities in violation of, or in circumvention of, applicablesanctions or restrictions.

9Accurate and Transparent Financial and Tax Reporting
ORIX Group strives for accuracy, transparency, and fairness in all ourrecords and reports. No funds or assets may be maintained or used
for illegal or improper purposes. ORIX Group’s dedication to financial
accuracy, transparency and fairness includes its commitment to ensurethat in all material respects we are compliant with relevant laws,
notices, guidance, and treaties including tax laws in Japan and allother applicable countries and regions, file accurate tax returns, andpay all taxes that are due and payable in a timely manner in all
applicable jurisdictions, while also optimizing our tax position byclaiming applicable benefits under tax treaties. ORIX does notfacilitate activities that do not reflect economic realities and that are
conducted to evade taxes or solely to transfer income in violation of
the spirit of tax laws.
Any report, document or statement submitted to a government orcommunicated publicly must be accurate, complete, understandable,
and timely. It is critical that no false statements, misleading or
artificial entries, material omissions or misrepresentations arecontained in any of ORIX Group’s financial, accounting, and tax books,
records, or other documents or communications. ORIX Group
employees should take all steps in the course of their duties tomaintain ORIX Group’s internal control standards and to ensure theaccuracy of records and reports, including financial, accounting andtax records, to properly reflect all transactions and assets, and toreport potential violations.

10

4

Prohibition on Illegal or
Unethical Transactions
We will not engage in any illegal or unethicaltransactions, including trading with anti-social forces(i.e., organized crime). We will not offer or accept any
form of bribe, including cash or noncash gifts or
donations or political contributions, and will not offer or
accept business entertainment prohibited by law or
intended to influence business decisions. We will not
engage in unfair trade practices, including through tie-in
sales, cartels or collusive activities intended to suppress
market forces, and will not engage in any action,
relationship or interest that is or could lead to a conflictof interest.
Anti-Social Forces
ORIX Group strictly prohibits engaging in any relationships, activities
or transactions with groups or individuals who comprise “anti-social
forces” that pursue economic benefit through violence, force, or
fraudulent means (including organized crime, gangs, and terrorist
organizations). ORIX Group shall unequivocally and promptly reject
any and all improper demands, threats, or other approaches fromanti-social forces, and take appropriate legal action as the need arises
to address any such demands, threats, or overtures.

11

Corruption and Bribery
ORIX Group prohibits all forms of corruption, including bribery,
kickbacks, and any other improper advantages for business or financial
gain, regardless of local business practices, whether in dealing withpublic officials or individuals in the private sector. Virtually all
governments are taking steps to combat corruption, and many of thecountries in which we do business have specific, stringent laws against
corruption. For example, the laws of Japan prohibit the bribery of both
Japanese and non-Japanese government officials. The US Foreign
Corrupt Practices Act (FCPA) prohibits offering, giving, or authorizing thegiving, of “anything of value” directly or through a third party to officials
of non-US governments to secure an improper advantage. The UK
Bribery Act prohibits the giving and receipt of commercial, business-tobusiness bribery in addition to bribery of government officials. In
addition, ORIX Group supports the Anti-Corruption Principles of theUnited Nations Global Compact, namely that businesses should work
against corruption in all its forms, including extortion and bribery.
These prohibitions and obligations apply wherever ORIX Group does
business, and ORIX Group must be vigilant in complying with these andother applicable anti-corruption laws and regulations.
A bribe occurs when someone gives or promises another person
something of value to obtain favorable treatment. Kickbacks involve
giving or receiving personal payments as a reward for the awarding of acontract or other favorable outcome or business transaction. Offering
or accepting of bribes and kickbacks of any kind, either directly or
indirectly through an agent or other third parties, are unethical andillegal and violate ORIX Group policies. It is the responsibility of every
ORIX Group employee to:Not offer, promise, or give anything of value to a government official or
any other person or party to gain a business advantage.
Not make hiring decisions to benefit a government official.
Not offer or accept any gifts or payments which are, or may be construed
as being, bribes or kickbacks.
Record all payments and receipts completely and accurately.
Not use an agent or other third party to make improper payments thatcannot be made directly.

12Not make or arrange for facilitation or “grease” payments (payments togovernment officials to expedite or secure performance of a routine
government action), which are specifically prohibited under ORIX Group
policies and the UK Bribery Act.
Verify that charitable donations do not benefit government officials.

Refer to the ORIX Group Anti-Corruption Policy for additional
information.

Gift Giving and Hospitality
Gift giving and hospitality practices vary in different cultures; however,any gifts or hospitality given or received must comply with applicablelaws and regulations and be consistent with local custom and practice.
ORIX Group strictly prohibits accepting or giving gifts, meals or
entertainment that influence or appear to influence improperlybusiness relationships. Always avoid gifts, favors or entertainmentthat could appear to be bribes, raise questions about conflicts ofinterest for you or ORIX Group, or could damage ORIX Group’s
reputation if they became known publicly. It is the responsibility of
every ORIX Group employee to be aware that any gifts and hospitality
given or received must:
Have a nominal value (however, cash and cash equivalents are never an
acceptable gift) and not be given or received to influence a decision or
obtain special treatment.
Comply with applicable laws and regulations and ORIX Group policies andrules (and the applicable third party’s policies and rules).
Be given openly and not secretly or through a third party.
Not involve a governmental official without prior approval by the ORIX
Group Compliance Department.

13

Political Contributions
ORIX Group takes seriously its obligation to comply with the laws
pertaining to political contributions. These laws vary from jurisdiction
to jurisdiction and are, in many cases, subject to interpretation andcircumstance. In many jurisdictions, corporations like ORIX Group
companies, are prohibited from contributing to political campaigns.
All corporate political contributions by ORIX Group companies,
including any contribution made in-kind, must have the prior approvalof the ORIX Group Compliance Department.

Unfair Business Practices
ORIX Group is committed to establishing mutually beneficial
relationships and dealing fairly with its stakeholders including
customers, suppliers, competitors, and all other third parties. Laws
that regulate competition and trade practices (sometimes referred
to as antitrust laws) are complex and vary from country to country.
However, certain activities, such as price fixing, agreeing with acompetitor to allocate customers or territories, and bid rigging, arealways prohibited. Even the appearance of improper agreements withcompetitors can harm our reputation and expose ORIX Group to legal
and regulatory scrutiny.
Among those activities generally found to violate antitrust orcompetition laws are agreements and understandings among
competitors to:Fix or control prices or to divide or allocate markets or customers.
Structure or orchestrate bids to direct a contract to a certain competitor orreseller.
Boycott specified suppliers or customers by agreeing with others not to
use a particular product or to deal with a particular company.
Limit the production or sale of products or product lines for anticompetitive purposes.
Require customers to purchase one product to get access to another (i.e.
tying).

14

Conflicts of Interest
We will deal ethically with actual, perceived, and potential conflicts ofinterest while performing our duties and responsibilities on behalf of
ORIX Group. A conflict of interest can arise if an interest, activity,
personal or working relationship, or set of circumstances influences orappears to influence an employee’s ability to remain impartial andobjective, and interferes or appears to interfere with their
responsibilities to ORIX Group, its clients, or shareholders. It is the
responsibility of every ORIX Group employee to:
Avoid actual or apparent conflicts of interest.
Immediately disclose any actual or apparent financial, personal, ethical,
legal, or other conflict of interest involving ORIX Group that interferes– or appears to interfere – with the ability to make impartial, unbiased
decisions.
If appropriate or necessary, in consultation with an employee’s supervisor,seek removal from a position of decision-making authority involving an
actual or apparent conflict of interest.

Refer to the ORIX Conflicts of Interest Policy for additional
information.

15

5

Respect for Human Rights and
No Harassment
We respect human rights and diversity around the world,
and we will not engage in discrimination or harassmentof any kind, including on the basis of race, ancestry,
familial status, age, disability, religion, gender or marital
status.
The strength and diversity of our employees is a key to ORIX’s longterm success. We aim to create sustainable value through a team thatis diverse in nationality, age, gender, work experiences and othercharacteristics. ORIX encourages a creative, diverse, and supportive
work environment for its employees. In support of this goal, ORIX
Group:
Strives to provide a supportive work environment free from infringementon human rights and based on mutual trust where employees treat eachother with dignity and can communicate in an open and candid manner.
Commits that its employees are to be treated fairly and respectfully. We
provide equal opportunities for employment, and hire, retain and promote
employees based on qualifications, demonstrated skills, achievements, andother merits. We provide reasonable accommodation to qualified
individuals with disabilities as well as individuals with needs related totheir religious observance or practice.

16

Prohibits discrimination or harassment on the grounds of race, ancestry,
familial status, age, disability, religion, gender, gender identity, social class,political views, or any other characteristic protected by law or our policies.
Discrimination and harassment may be obvious or subtle, and may takemany forms, including among others: unwelcome remarks, gestures, or
physical contact; verbal or physical abuse or threats; offensive orderogatory jokes or comments; and display or circulation of offensive orderogatory materials.
Supports the Human Rights Principles of the United Nations Global
Compact, namely that businesses should support and respect theprotection of internationally proclaimed human rights and make sure thatthey are not complicit in human rights abuses.

17

6

Contribution to Society andProtection of the Environment
We will embrace values that serve to support andadvance societal interests and harmony, and we willconduct our business activities in a manner that
promotes harmony with social and environmental issues.
The ORIX Group constantly anticipates market needs and endeavors tocontribute to society by developing leading financial services on a
global scale and strives to offer innovative products that create newvalue for customers. ORIX Group employees should endeavor to fully
understand the impact that our business activity has on society and tocontribute positively to their communities and society by participating
in initiatives that contribute to a better quality of life.
ORIX Group supports the Environment Principles of the United Nations
Global Compact and strives to operate sustainably to minimize theenvironmental and social impacts of its activities. We must observe
environmental laws and ensure that our actions and operating
practices do not adversely impact the environment and communities
in which we operate.

18

7

Safe Work Environment
and Business Continuity
We commit to a secure and safe work environment, andwe will strive to maintain uninterrupted business
continuity, including during times of natural disaster,fire, and power interruption.
ORIX Group is committed to providing safe and healthy work
environments in which people can thrive. Protecting the security of
ORIX Group employees, workplaces, information, and businesses iscritical. Acts of violence, threats and physical intimidation have noplace at ORIX Group and can result in immediate disciplinary action,
including termination of employment. It is the responsibility of every
ORIX Group employee to:Observe all applicable health and safety rules and practices.
Not bring illegal drugs or other controlled substances onto company
property or be under their influence while at work.
Promptly report any unhealthy or unsafe conditions or threatening or
violent behavior.
Follow all security measures and guidelines for a safe work environment.
Know what to do in an emergency and cooperate during the practice of
emergency drills.

198

Reporting Illegal or UnethicalConduct
We will report to superiors or through whistle-blower
channels the discovery of any illegal or unethicalconduct, including accounting fraud. ORIX Groupprohibits any reprisal against or unfavorable treatmentof ORIX Group personnel who come forward in goodfaith to report issues.
ORIX Group requires all employees to report any suspected violationof applicable laws or regulations or of this Code of Conduct andrelevant ORIX Group policies and rules. If an ORIX Group employee is
not comfortable discussing a concern with management, the local
hotline in the ORIX Group Company, communication with the ORIX
Group Compliance Department or the ORIX Group Global Hotline may
be used. Employees who make reports of suspected violations may
remain anonymous where permitted by local law.

European Union Exception
Many European Union countries limit the types of reports that the ORIX
Group Global Hotline can accept. Specific limitations are described inapplicable local policies and rules.

Reporting Accounting and Tax Concerns
The Audit Committee of ORIX Corporation’s Board of Directors has
established the ORIX Group Audit Committee Secretariat. Employees
may report serious accounting and tax matters or request consultation
regarding accounting and tax matters, internal accounting controls,
and audit issues to the ORIX Group Audit Committee Secretariat.

20

Retaliation Is Strictly Prohibited
ORIX Group supports honest and open communication and encourages
ORIX Group employees to ask questions and report concerns. ORIX
Group will not tolerate retaliation against any employee who, in goodfaith, discloses any actual or suspected violations or participates in an
investigation.

Investigations and Disciplinary Action
ORIX Group investigates reports of actual or suspected violations oflaws and regulations or this Code of Conduct and related policies andrules promptly, fairly and in accordance with its legal obligations. All
employees are required to cooperate fully in any ORIX Groupinvestigation and are asked to keep their knowledge of andparticipation in such investigation confidential to help safeguard theintegrity of the investigation, protect witnesses and secure relevant
evidence. ORIX Group will appropriately protect the confidentiality of
the reporting source.
At the end of an investigation, appropriate disciplinary action will betaken, or no disciplinary action may be necessary, based on thefindings. Failure to comply with applicable laws and regulations or
this Code of Conduct and ORIX Group policies and rules can result in
disciplinary action, including termination of employment. Further,
ORIX Group may report civil and criminal violations to the relevant
authorities.

21

Employee Compliance Responsibilities
All ORIX Group employees are required: to act ethically and conduct
ORIX Group business with integrity; to raise compliance and ethics
concerns using available reporting channels; to complete all
mandatory compliance training and other compliance program
requirements in a timely manner; and to understand and comply withthis Code of Conduct, other ORIX Group policies and rules, andapplicable laws, regulations and requirements. The failure to comply
can result in disciplinary action, including termination of employment,
as well as potential civil and criminal liability.

Fourth Edition (2023)