Orix Corporation TSE:8591
ORIX : Notice Concerning Partial Amendment to Articles of Incorporation
Source: MarketScreener
Notice Concerning Partial Amendment to Articles of Incorporation
TOKYO, Japan - May 11, 2026 - ORIX Corporation ("ORIX") announced today that it resolved at a meeting of its Board of Directors held on May 11, 2026 to submit two proposals for "Partial Amendments to ORIX's
Articles of Incorporation" as agenda items at the 63rd Annual General Meeting of Shareholders to be held on June 23, 2026, as detailed below.
Reasons for Amendment
Proposal No. 1 (Purposes)
In order to reflect more accurately the current business activities of ORIX and its subsidiaries and to clarify its business scope, ORIX proposes to amend Article 2 (Purpose) of ORIX's current Articles of Incorporation by revising item (5), adding item (13), deleting item (21), and making other related changes, including changes to item numbering.
Proposal No. 2 (a "virtual-only" shareholders' meeting)
As a result of the enforcement of the Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts (Act No. 70 of 2021), listed companies are now permitted, subject to certain conditions, to hold a shareholders' meeting without a designated physical location (a "virtual-only" shareholders' meeting), at which shareholders may attend by means such as the Internet without a physical venue, by providing therefor in their articles of incorporation.
In light of large-scale disasters including infectious diseases and natural disasters, as well as the ongoing digitalization of society as a whole, ORIX believes that expanding the range of available formats for holding shareholders' meetings will serve the interests of its shareholders. Accordingly, ORIX proposes to add paragraph 2 to Article 11 of its current Articles of Incorporation.
With respect to the determination of the format for each shareholders' meeting, the Board of Directors will, on each occasion, carefully deliberate and resolve the matter, giving due consideration to the interests and rights of shareholders and taking into account the circumstances surrounding ORIX and its shareholders at that time.
In connection with this amendment, ORIX has obtained confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice that it satisfies the requirements prescribed by the relevant ordinances of the Ministry of Economy, Trade and Industry and the Ministry of Justice.
Details of the Amendment The changes are as follows.
Proposal No. 1
(changes are underlined)
Current Articles of Incorporation
Proposed amendments
Article 2 (Purpose)
The purpose of the Company shall be to engage in the following businesses:
(1)~(4) [Omitted]
(5) financial instruments and exchange business, financial instruments broker business, banking, trust and insurance business, advisory service business relating to investment in commodities, trust
agreement agency business and credit management and collection business;
(6)~(12) [Omitted] [New]
(13) trading of emission rights for greenhouse gases and other various subjects;
(14)~(19) [Omitted]
Article 2 (Purpose)
The purpose of the Company shall be to engage in the following businesses:
(5) financial instruments and exchange business, financial instruments broker business, banking, trust and insurance business, and trust agreement agency business;
(6)~(12) [No Change]
[Delete]
transport business;
mining of various minerals, and the manufacture and sale of the products in relation thereto;
~(25) [Omitted]
~(4) [No Change]
Manufacture, sale, and collection of various plastic products, materials, recycled raw materials, recycled products, etc.;
trading of emission rights for greenhouse gases and other various subjects;
~(20) [No Change]
transport business;
~(25) [No Change]
Proposal No. 2
(changes are underlined)
Current Articles of Incorporation
Proposed amendments
Article 11 (Holding of General Meeting of Shareholders)
Article 11 (Holding of General Meeting of Shareholders)
An annual General Meeting of Shareholders shall
be convened within a certain term following the end of each fiscal year and held in June of each year, and an extraordinary General Meeting of Shareholders shall be held at any time whenever necessary.
[No Change]
[New]
2. The Company may hold a General Meeting of
Shareholders without designating a physical location.
Date of Amendment of Articles of Incorporation
The amendments shall be effective on and from June 23, 2026.
Contact Information:Investor Relations Department ORIX Corporation
Tel: +81-3-3435-3121
About ORIX Group:ORIX Group (ORIX Corporation TSE: 8591; NYSE: IX) was established in 1964 and has grown from its roots in leasing in Japan to become a global, diverse, and unique corporate group. Today, it is active around the world in financing and investment, life insurance, banking, asset management, real estate, concession, environment and energy, automobile-related services, industrial/ICT equipment, ships and aircraft. Since expanding outside of Japan in 1971, ORIX Group has grown its business globally and now operates in around 30 countries and regions across the world with approximately 37,000 people. ORIX Group unites globally around its Purpose: "Finding Paths. Making Impact." combining diverse expertise and innovative thinking to help our world develop in a sustainable way.
For more details, please visit our website: https://www.orix.co.jp/grp/en/ (As of March 31, 2026)
Caution Concerning Forward-Looking Statements:These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results that differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under "Risk Factors" in the Company's annual report on Form 20-F filed with the United States Securities and Exchange Commission and under "(4) Risk Factors" of the "1. Summary of Consolidated Financial Results" of the "Consolidated Financial Results April 1, 2024 - March 31, 2025" furnished on Form 6-K.