DENSO : Notice Regarding Share Repurchase and Tender Offer for Own Shares

April 28, 2026

Company name: DENSO CORPORATION

Name of representative: Shinnosuke Hayashi, President and CEO

(Securities code: 6902: Tokyo and Nagoya Stock Exchanges)

Inquiries: Tadashi Arai, Director, Finance and

Accounting Div.

(Telephone: +81-566-25-5511)

Notice Regarding Share Repurchase and Tender Offer for Own Shares

DENSO CORPORATION (“Company”) has resolved by way of a written (including electromagnetic record, hereinafter the same) resolution dated June 3, 2025 in lieu of a board resolution under Article 370 of the Companies Act (Act No. 86 of 2005, as amended; “Companies Act”) and its articles of incorporation, to intend to repurchase its own shares pursuant to Article 156, Paragraph 1 of the said act applied by replacing terms pursuant to Article 165, Paragraph 3 of the said act, and the articles of incorporation, and, as the specific methods for such repurchase, to intend to conduct a tender offer for its own shares (“Tender Offer”).

In addition, the Company has resolved and announced the change of the terms of purchase in the Tender Offer by way of a written resolution dated January 14, 2026 in lieu of a board resolution under Article 370 of the Companies Act and its articles of incorporation.

Subsequently, based on the “Notice Concerning Results of Tender Offer for the Share Certificates, Etc. of Toyota Industries Corporation (Securities Code: 6201)” released by Toyota Asset Preparatory Co., Ltd. (“Toyota Industries’ Tender Offeror”) on March 24, 2026, the Company has confirmed that the tender offer for share certificates, etc. of TOYOTA INDUSTRIES CORPORATION (“Toyota Industries”) by Toyota Industries’ Tender Offeror (“Tender Offer for Toyota Industries”) was completed on March 23, 2026, and that March 30, 2026 will be the commencement date of settlement of the Tender Offer for Toyota Industries.

Based on the above, the Company hereby announces that it resolved at the board of directors meeting held today, to repurchase its own shares pursuant to Article 156, Paragraph 1 of the Companies Act applied by replacing terms pursuant to Article 165, Paragraph 3 of the said act, and the articles of incorporation, and, as the specific methods for such repurchase, to conduct a tender offer for its own shares, as detailed below.

1. Purpose of the tender offer

(The Company’s shareholder return policy)

Under the mid-term management plan “CORE 2030” (“CORE 2030”) for the 5 years from the fiscal year of 2026 to the fiscal year of 2030 announced on March 31, 2026, the Company has been addressing business management with due consideration of capital cost, maximization of return on equity (“ROE”) and creation of corporate value under its financial strategies renewed in the fiscal

year of 2021 with the aim of maximizing social value and capital efficiency. The financial strategies are based on the following four pillars: (i) reinforce profit structure, (ii) reduce low-profit assets, (iii) improve capital structure, and (iv) engage in dialogue with markets. Based on these financial strategies, the Company seeks to improve its capital structure with a good balance between efficiency and safety through leveraging borrowings in strategic investments and strengthening shareholder returns with stability and flexibility.

The Company has set forth provisions in its articles of incorporation that allow the Company to repurchase its own shares by a board resolution pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act in order to further boost shareholder returns and improve capital efficiency and to allow for flexible capital policies to respond to changes in the business environment. The Company has also provided in its articles of incorporation that the Company may determine distribution of surplus and other matters specified in each item of Article 459, Paragraph 1 of the Companies Act by a board resolution unless otherwise provided by laws and regulations. For repurchase of its own shares, the Company has in place the basic policy of repurchasing own shares flexibly through comparison with a theoretical stock price while seeking to maintain the equity ratio below 60%, with the aim of achieving shareholder returns in consideration of capital cost and improving the capital structure. The Company’s basic dividend policy is to continuously raise the dividend on equity ratio (“DOE”) from 3.0%, comprehensively taking into consideration consolidated earnings, capital efficiency, and dividend amounts. Based on such policy, the Company paid dividends of 32 yen per share as interim dividends and is planning to pay 35 yen per share as year-end dividends during the fiscal year ended March 31, 2026, as described in “Notice Concerning Year-End Dividend of Surplus for Fiscal Year Ended March 31, 2026” released today, totaling dividends of 67 yen per share to be paid annually, which will result in DOE being 3.5%. Furthermore, under CORE 2030, the Company aims to continue to flexibly implement the share repurchase and to achieve a long-term, stable increase in DOE to 4.0% or higher by 2030. For details of CORE 2030, please see “Notice Regarding the Formulation of Mid-Term Management Plan “CORE 2030”” released on March 31, 2026. In addition, the Company has repurchased its own shares as shown in the table below over the past 10 years up until the fiscal year ended March 31, 2026 to enhance its capital efficiency and return profits to its shareholders:

(Note 1) On October 1, 2023, the Company conducted a four-for-one stock split of the common shares in the Company (“Company Common Shares”) (“Stock Split of 2023”). Figures in parentheses in the above table reflect the effects of such stock splits.

(Note 2) The period of purchase in the tender offer is shown since the specific method of repurchase is a tender offer for own shares.

(Note 3) The figures include the tender offer for own shares announced on October 31, 2018 (purchase period: from November 1, 2018 to November 29, 2018, number of shares repurchased: 3,282,510 shares (number of shares reflecting the effect of the Stock Split of 2023: 13,130,040 shares), total repurchase amount: 15,585,357,480 yen).

(Note 4) The figures include the tender offer for own shares announced on July 29, 2022 (purchase period: from August 1, 2022 to August 29, 2022, number of shares repurchased: 9,025,337 shares (number of shares reflecting the effect of the Stock Split of 2023: 36,101,348 shares), total repurchase amount: 59,955,313,691 yen).

As shown in the table above, the Company repurchased its own shares worth approximately 100 billion yen during the fiscal year ended March 31, 2023, approximately 200 billion yen during the fiscal year ended March 31, 2024, approximately 200 billion yen during the fiscal year ended March 31, 2025, and approximately 250 billion yen during the fiscal year ended March 31, 2026. Furthermore, the Company plans to realize further significant improvement in its capital structure through the Tender Offer during the fiscal year ending March 31, 2027.

On the other hand, financial institutions in particular have recently accelerated their efforts to reduce cross-held shares, and the Company has been informed by some financial institutions that are its shareholders of their intention to sell their shares. Taking into account such movement of financial institutions, the Company has been considering additional share repurchase, in addition to the aforementioned policy for share repurchase, to cope with sale of shares when the Company learns an intention of specific major shareholders to sell their Company Common Shares in large quantity as described in “Notice Concerning the Repurchase of Shares” released on October 31, 2024, to cope with concerns over the market demand and supply of the Company Common Shares in the future.

(Background of the Tender Offer)

Under such circumstances, the Company was notified by TOYOTA FUDOSAN CO., LTD. (“Toyota Fudosan”) on March 3, 2025 that Toyota Fudosan was considering requesting Toyota Industries to sell its Company Common Shares to the Company, subject to successful completion and settlement of Tender Offer for Toyota Industries by a stock company (kabushiki kaisha) (which was subsequently incorporated as Toyota Asset Preparatory Co., Ltd. on June 9, 2025) to be wholly owned by a stock company to be incorporated by Toyota Fudosan (which was subsequently incorporated as Toyota Asset Co., Ltd. on June 9, 2025; “Parent Company of Toyota Industries’ Tender Offeror”), in order to finance the repurchase of common shares in Toyota Industries held by TOYOTA MOTOR CORPORATION (“Toyota Motor”) to be implemented by Toyota Industries, which is conditioned

upon completion of a series of procedures for taking common shares in Toyota Industries private and in order for Toyota group companies (which do not necessarily have a relationship of parent-subsidiary, affiliate company, or company under common control, but consist of 18 companies in total (as of March 31, 2025) including Toyota Fudosan, Toyota Motor, and three Toyota group companies (TOYOTA TSUSHO CORPORATION, AISIN CORPORATION, and the Company); hereinafter the same) to make effective use of funds from sale of shares cross-held among Toyota group companies. In response to the notification from the Toyota Fudosan, the Company considered in late March 2025 whether or not to repurchase the Shares for Tendering (as defined below; hereinafter the same) as treasury shares and the method of such repurchase, taking into account the impact on the liquidity and market price of the Company Common Shares in the event that a certain number of shares are released to the market.

As a result, the Company concluded that purchase of the Shares for Tendering as treasury shares would contribute to the improvement of capital efficiency such as earnings per share (“EPS”) or ROE of the Company, which then will lead to return of profit to shareholders. The Company has had a series of discussions on the specific method of share repurchase taking into consideration the equality between shareholders, transparency of transactions and trading status in the market. As a result, the Company came to a conclusion in late March 2025 that it would be appropriate to purchase the Shares for Tendering through a method of tender offer due to the following reasons: in case of a tender offer, the Company can also provide its shareholders other than Toyota Industries with an opportunity to decide whether they would agree to share repurchase based on the trend of market price after giving them a certain period of time to review; transparency of transaction can be secured by purchasing shares in accordance with the procedure of a tender offer under laws and regulations, etc.; it is the off-market trading which is less likely to impact the liquidity in the market of the Company Common Shares; in case of share repurchase through the purchase in the market and off-floor trading, the purchase price needs to be set at the market price due to applicable rules, and this will make it impossible to purchase shares at a price obtained by applying a certain discount to the market price, which is not a preferred option over a tender offer.

Under such circumstances, the Company received a proposal from Toyota Fudosan on April 10, 2025 that: (i) the Company would purchase the Company Common Shares held by Toyota Industries through a tender offer, subject to successful completion and settlement of the Tender Offer for Toyota Industries; (ii) the number of shares to be purchased in the Tender Offer would be 184,897,656 shares (ownership percentage (Note 5): 6.87%; collectively, “Shares for Tendering”) which represent the sum of all the Company Common Shares held by Toyota Industries (157,705,656 shares, ownership percentage: 5.86%) and entrusted with Sumitomo Mitsui Trust Bank, Limited (re-entrusted with Custody Bank of Japan, Ltd.) as trust assets of the retirement benefit trust (27,192,000 shares, ownership percentage: 1.01 %); (iii) the purchase price in the Tender Offer (“Tender Offer Price”) would be the price obtained by applying a certain discount to the lower of the closing price of the Company Common Shares on the Prime Market of the Tokyo Stock Exchange on the business day (the day except for the day set forth in each item of Article 1, Paragraph 1 of the Act on Holidays of Administrative Organs (Act No. 91 of 1988, as amended); hereinafter the same) immediately preceding the date of the board resolution of the final decision on the Tender Offer Price or the simple average of closing prices of the Company Common Shares on the Prime Market of the Tokyo Stock Exchange for one month until the said date; and (iv) if such price exceeds a certain amount, then such amount (“Maximum Tender Offer Price”) would be the Tender Offer Price. In addition, the Company received a proposal from Toyota Fudosan on April 26, 2025 that: (i) the Tender Offer Price would be the price obtained by applying a 10% discount to the lower of the closing price of the Company Common Shares on the Prime Market of the Tokyo Stock Exchange on the business day

immediately preceding the date of the board resolution of the final decision on the Tender Offer Price or the simple average of closing prices of the Company Common Shares on the Prime Market of the Tokyo Stock Exchange for one month until the said date; and (ii) if such price exceeds the closing price of the Company Common Shares on the Prime Market of the Tokyo Stock Exchange on June 2, 2025 which is the business day immediately preceding the date of the board resolution on the expected implementation of the Tender Offer, then such amount would be the Tender Offer Price.

(Note 5) “Ownership percentage” means the ratio (rounded to the two decimal places; the same applies to calculation of ownership percentage hereinafter) to the number of shares (2,692,045,404 shares) which is obtained by deducting (i) the number of treasury shares held by the Company as of March 31, 2026 (218,934,287 shares) (ii) from the total number of issued shares as of the same day (2,910,979,691 shares) stated in the “Consolidated Financial Results for the Fiscal Year Ended March 31, 2026 ” released by the Company today (“FY2025 Financial Results”).

In deciding the Tender Offer Price, the Company came to a conclusion that it is preferable to use the market price of the Company Common Shares as the basis from the perspective of placing an importance on the clarity and objectivity of the standard, and to set the Tender Offer Price at the price obtained by applying a certain discount to the market price with the aim to prevent outflow of assets outside of company as much as possible from the perspective of respecting interests of shareholders that will continue to own the Company Common Shares without tendering their shares in the Tender Offer. The specific discount rate should be at an objective and reasonable level and the Company considered a discount rate of 10% would be typical and reasonable by referring to the fact that a discount rate of 10% was adopted the most in 66 precedents of self-tender offers among 77 precedents of self-tender offers (“Reference Cases”) the settlement of which was completed between May 2022 and April 2025 excluding 11 cases in total where premiums were added or the tender offer price was decided using a share valuation report (3 cases of a discount rate (rounded to the nearest whole number in calculation of discount rate in Reference Cases) of 5% or higher but less than 10%, 52 cases of a discount rate of 10%, 11 cases of a discount rate of 11% or higher) to understand the setting of discount rates in a certain number of recent similar precedents. The Company, hence, concluded that setting the discount rate at 10% in the Tender Offer would be appropriate. Furthermore, there expected to be approximately 7 months between the date of the board resolution on the expected implementation of the Tender Offer and the date of the board resolution of the final decision on the Tender Offer Price, and considering the possibility of fluctuations in the stock price during such period, the market price of the Company Common Shares may rise significantly, potentially resulting in unexpected outflow of assets from the Company. The Company, therefore, has determined that it is preferrable for the Company to set the Maximum Tender Offer Price. In light of the foregoing considerations, the Company gave a response to Toyota Fudosan on May 8, 2025 that the Company would implement the Tender Offer as proposed on April 10, 2025 and April 26, 2025.

Based on the considerations and discussions above, the Company resolved and announced on June 3,

2025 by way of a written resolution in lieu of a board resolution under Article 370 of the Companies Act and its articles of incorporation to intend to repurchase its own shares pursuant to Article 156, Paragraph 1 of the said act applied by replacing terms pursuant to Article 165, Paragraph 3 of the said act, and its articles of incorporation; to intend to implement the Tender Offer as the specific method of such repurchase; to set the Tender Offer Price at the price obtained by applying a 10% discount to the lower of the closing price of the Company Common Shares on the Prime Market of the Tokyo Stock Exchange on the business day immediately preceding the date of the board resolution of the final decision on the Tender Offer Price or the simple average of closing prices of the Company Common Shares on the Prime Market of the Tokyo Stock Exchange for one month until the said date