Orix Corp Ads (IX)

Note 2. The Secondary Offering by way of over-allotment

The offering by way of over-allotment is a secondary offering of 65,000 shares to be borrowed by Daiwa Securities SMBC Co. Ltd. from the Company’s shareholder after taking into account the market demand for the offering by way of underwriting.

Relating to the above, Daiwa Securities SMBC Co. Ltd. will have an option to purchase additional common stock of the Company from the shareholder up to the number of shares to be sold in the offering by way of over-allotment (“Greenshoe Option”). Such option will be effective between January 22, 2005 (Saturday) and February 18, 2005 (Friday).

Daiwa Securities SMBC Co. Ltd. may conduct stabilizing transactions with regard to common stock of the Company during the application period for the offering by way of underwriting and the offering by way of over-allotment. Shares purchased through such stabilizing transactions may be used to return borrowed shares.

Daiwa Securities SMBC Co. Ltd. may also purchase common stock of the Company (“Syndicate Cover Transaction”) on the Tokyo Stock Exchange, Inc., up to the number of shares to be sold in the offering by way of over-allotment. Such purchases will be made between January 22, 2005 (Saturday) and February 18, 2005 (Friday). Shares purchased through the Syndicate Cover Transaction will be used to return borrowed shares.

If the shares Daiwa Securities SMBC Co. Ltd. obtain through the two transactions described above are not sufficient to return all the borrowed shares, Daiwa Securities SMBC Co. Ltd. intends to exercise the Greenshoe Option for the number of shares to be sold in the offering by way of over-allotment less the shares obtained through the two transactions described above.

Note 2. The Secondary Offering by Way of Over-Allotment

The Secondary Offering through over-allotment to be made by Daiwa Securities SMBC Co. Ltd. along with, and taking into account market demand for, the offering by way of underwriting as set out in “1. Secondary Offering (Offering by way of underwriting)” described above, with respect to up to 65,000 shares that are planned to be borrowed by Daiwa Securities SMBC Co. Ltd. from the shareholder of the Company. Therefore, the number of shares indicated in the Secondary Offering through over-allotment is the maximum number of shares to be sold and this may decrease or the entire over-allotment offering may be cancelled depending on demand.

Relating to the above, Daiwa Securities SMBC Co. Ltd. will have an option to purchase additional common stock of the Company from the shareholder up to the number of shares to be sold in the Offering by way of over-allotment (Greenshoe Option). Such option would be effective between the day immediately following the last day of the application period for the offerings by way of underwriting and over-allotment and February 18, 2005 (Friday).

Daiwa Securities SMBC Co. Ltd. may conduct stabilizing transactions with regard to common stock of the Company during the application period for the offering by way of underwriting and the offering by way of over-allotment. Shares purchased through such stabilizing transactions may be used to return borrowed shares.

Attention

This document is a translation of a press release that was filed with the Tokyo Stock Exchange, Inc. on January 5, 2005 by ORIX Corporation. This document is not an offer to sell or a solicitation of any offer to buy the securities of ORIX Corporation in the United States or any other country. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from such registration requirement under the Securities Act. The secondary offering described in the document is limited to investors in Japan and no offering of securities will be made in the United States or any other country (except Japan) in connection with such secondary offering.

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Daiwa Securities SMBC Co. Ltd. may also purchase common stock of the Company (“Syndicate Cover Transaction”) on the Tokyo Stock Exchange, Inc., up to the number of shares to be sold in the Offering by way of over-allotment. Such purchase would be made between the day immediately following the last day of the application period for the offerings by way of underwriting and over-allotment and February 18, 2005 (Friday). Shares purchased through the Syndicate Cover Transaction will be used to return borrowed shares.

If the shares Daiwa Securities SMBC Co. Ltd. obtained through the two transactions described above were not sufficient to return all the borrowed shares, Daiwa Securities SMBC Co. Ltd. will exercise the “Greenshoe Option” for the number of shares to be sold in the offering by way of over-allotment less the shares obtained through the two transactions.