DENSO : Reference Document and Business Report, etc. of the 103rd Oridinary General Meeting of Shareholders

DENSO

Crafting the Core

OF THE 103RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

Date: 10 a.m., Thursday, June 18, 2026

Place: Head Office, DENSO CORPORATION 1-1, Showa-cho, Kariya, Aichi, Japan

Stock Code: 6902

DENSO CORPORATION

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Table of Contents

REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS 3

Proposal No. 1: Election of Seven (7) Members of the Board due to the Expiration of the Term of Office of All the Current Members of the Board

Proposal No. 2: Election of Three (3) Audit & Supervisory Board Members

Proposal No. 3: Introduction of Trust-type Share-based Compensation Plan for Members of the Board (Excluding Non-executive Members of the Board and Outside Members of the Board)

BUSINESS REPORT 25

Consolidated Financial Statements 49

Non-Consolidated Financial Statements 51

INDEPENDENT AUDITOR’S REPORT 53

AUDIT & SUPERVISORY BOARD MEMBERS’ REPORT 59

Guide to Stock-Related Procedures 61

With the implementation of the system for electronic provision under the revised Companies Act, we have simplified the notice, taking into consideration the reduction of environmental burden by saving paper resources and other factors.

Please refer to the website provided in this notice for the materials for general meetings of shareholders that were previously sent to you in writing.

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(TRANSLATION ONLY)

REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposals and References

Proposal No. 1: Election of Seven (7) Members of the Board due to the Expiration of the Term of Office of All the Current Members of the Board

The terms of office of all the eight (8) current Members of the Board expire at the conclusion of this 103rd Ordinary General Meeting of Shareholders. Accordingly, we hereby propose that you elect seven (7) Members of the Board. The nominees for Members of the Board are as follows:

Election Policy and Procedure for Determining Nominees (Matters related to Proposals No. 1 and No. 2)

The composition of the Board of Directors reflects consideration of the balance of the board in terms of diversity (nationality, gender, etc.), experience, capabilities and specialties of the members so as to ensure accurate and swift decision-making for realization of the Company’s long-term vision and stable corporate management.

Nominees for Members of the Board shall be persons who are well versed in the Company’s business management and pressing issues and capable of contributing to formulation of business strategies for enhancing corporate value over the medium to long term and to accurate and effective management oversight.

Nominees for Audit & Supervisory Board Members shall be persons who have knowledge of business management, finances, accounting, and legal affairs and are capable of contributing to appropriate management audit.

The President & CEO and the Member of the Board responsible for executive assignment take the lead in selecting nominees for Members of the Board and nominees for Audit & Supervisory Board Members. They hear opinions from appropriate persons from various quarters and select persons who are suitable to serve as Members of the Board or as Audit & Supervisory Board Members by comprehensively taking into account their past records, personality, insights and other factors. The “Executive Nomination and Remuneration Council,” a body where an independent Outside Member of the Board serves as chairperson and the majority of the members are independent Outside Members of the Board, draw up the draft of nominees for the current year.

The draft of appointments is determined after deliberations at a general meeting of shareholders taking into account the resolution on informal appointment at the Board of Directors. For the draft of appointments for Audit & Supervisory Board Members, an approval of the Audit & Supervisory Board shall be additionally obtained.

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Reason for having appointed him as a Member of the Board

Since assuming the position as President & CEO in June 2015, Koji Arima formulated and implemented medium- to long-term policies and strategies that the Company should pursue amid a once-in-a-century period of great transformation in the car industry, while laying the foundation for the Company to deliver new value to society into the future, including establishing a stable business foundation. Currently, in addition to being in charge of management oversight as Chairman of the Board of Directors, he also commits himself to activities for Japan’s manufacturing industry that transcend corporate boundaries through a variety of public positions. The Company has appointed him as a nominee for a Member of the Board in the expectation that he will promote further improvement of the Company’s governance by utilizing his wealth of experience in management and his broad perspective of the overall industry gained through serving as Chairman of the Japan Auto Parts Industries Association and other experiences.

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Reason for having appointed him as a Member of the Board

After joining the Company, Shinnosuke Hayashi engaged in the electronics business and served as CSwO (Chief Software Officer) and was in charge of the mobility electronics business before assuming his current position of President in June 2023. In order for the Company to continue creating new value and strongly survive an era of change, he has been practicing “management that values people” mainly by promoting the creation of a corporate culture that enables our diverse people, the Company’s greatest strength, to demonstrate their abilities to the fullest. The Company has appointed him as a nominee for a Member of the Board in the expectation that he will demonstrate a high level of insight as a business manager and excellent leadership that draws on the strengths of diverse human resources to promote the creation of new value.

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Reason for having appointed him as a Member of the Board

After joining the Company, Yasushi Matsui engaged in the thermal systems business and the electrification business. He was in charge of the purchasing department from June 2014 and currently serves as CRO (Chief Risk Officer), CCO (Chief Compliance Officer), and CFO (Chief Financial Officer). The Company has appointed him as a nominee for a Member of the Board in the expectation that he will lead our growth strategy by utilizing his broad perspective and foresight gained through his wide-ranging experience in functional and operating departments and at an overseas site.

Reason for having appointed him as a Member of the Board

After joining the Company, Yasuhiko Yamazaki was in charge of production promotion departments and driving assist & safety business, and also served as President of the Company’s Spanish subsidiary before being placed in charge of the thermal systems business in January 2021. He currently serves as CSO (Chief Strategy Officer) and CHRO (Chief Human Resources Officer). The Company has appointed him as a nominee for a Member of the Board in the expectation that he will utilize his profound knowledge in technology and manufacturing to promote companywide business strategies and to develop human resources required to execute these strategies.

Reason for having appointed her as an Outside Member of the Board and expected roles

Yuko Mitsuya has abundant experience and knowledge in many fields, having long been in management at several corporations and associations, filling the posts of officer and committee member at several sports associations such as Vice President of the Japanese Olympic Committee (current position), and being engaged in education and human resources development at a university and so forth. The Company has appointed her as a nominee for a Member of the Board in the expectation that she will supervise the Company’s overall management utilizing her abundant expertise in corporate management and human resources development.

Reason for having appointed him as an Outside Member of the Board and expected roles

Joseph P. Schmelzeis, Jr. has a wealth of experience in management, particularly in the service industry, including SEGA CORPORATION, as well as in venture business startups and strategic consulting. He strove to strengthen the U.S.-Japan alliance as Senior Advisor to the Ambassador, U.S. Embassy in Tokyo from 2018. The Company has appointed him as a nominee for a Member of the Board in the expectation that he will supervise the Company’s overall management, utilizing mainly his abundant business experience as well as profound global knowledge, and knowledge of risk management related to geopolitics.

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Reason for having appointed her as an Outside Member of the Board and expected roles

Noriko Kinoshita has abundant experience and knowledge in all aspects of management including public relations and sustainability, alongside experience in the postal business at Japan Post Holdings Co., Ltd. and JAPAN POST Co., Ltd. She also has experience in risk management through her emergency response activities during the Great East Japan Earthquake. The Company has appointed her as a nominee for a Member of the Board in the expectation that she will utilize these experiences to oversee the Company’s overall management.

Notes:

1. The brief personal history and important posts concurrently held at other corporations of each nominee are as of the start date of the electronic provision measures.

2. The age and years of incumbency of each nominee are as of the conclusion of this 103rd Ordinary General Meeting of Shareholders.

3. Each nominee has no special interest in the Company unless stated otherwise in these notes.

4. The Company has transactions with the Japan Basketball Association, where Yuko Mitsuya served as the President until September 2025, including receiving of subsidies for activities of the Company’s female basketball team. However, in view of its scale (less than 0.01% of the Company’s net sales) and nature, the Company judges that no conflict of interests is likely to occur between her and general shareholders.

5. Joseph P. Schmelzeis, Jr. and Noriko Kinoshita have no special interest in the Group, and therefore the Company judges that no conflict of interests is likely to occur between them and general shareholders.

6. Noriko Kinoshita, a candidate for Outside Member of the Board, has been serving as an Audit and Supervisory Board Member at JAPAN POST Co., Ltd. since June 2024. In April 2025, the company submitted a report to the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) and the Ministry of Internal Affairs and Communications (MIC) regarding the results of its investigation into the status of roll-call operations at nationwide post offices, as well as its recurrence prevention measures. As a result, as of June 25, 2025, MLIT imposed administrative sanctions on JAPAN POST, including the revocation of its license for the general motor truck transportation business. After assuming her role as Audit and Supervisory Board Member of JAPAN POST, Noriko Kinoshita was not aware of this incident until it came to light. Thereafter, however, she appropriately fulfilled her responsibilities as Audit and Supervisory Board Member by requesting explanations from responsible officers and departments as needed, working to understand the situation through on-site inspections of post offices, and providing the necessary guidance and advice.

7. Yuko Mitsuya, Joseph P. Schmelzeis, Jr. and Noriko Kinoshita are the nominees for Outside Members of the Board (outside directors), as stipulated in Article 2, Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act. The matters related to the three persons are as follows:

   1. The Company has notified Tokyo Stock Exchange, Inc. (TSE), of Yuko Mitsuya and Joseph P. Schmelzeis, Jr. as independent directors as per the TSE Regulations. The three persons satisfy the requirements of independent directors/auditors as per the TSE Regulations. Accordingly, if their election as Outside Members of the Board is approved at the Meeting, the Company intends to notify the TSE of such status as independent director for these nominees.

   2. The Company has entered into a liability limitation agreement with Yuko Mitsuya and Joseph P. Schmelzeis, Jr., which limits his/her liability to the minimum amount stipulated in Article 425, Paragraph 1, of the Companies Act, with regard to the liability for damages stipulated in Article 423, Paragraph 1, of the said Act. The Company intends to enter into a similar liability limitation agreement with Noriko Kinoshita if she is elected.

8. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3, Paragraph 1, of the Companies Act, with an insurance company. The insurance covers damages and litigation expenses in the event that a claim for damages is made against the insured due to an act committed (including failure to act) by the insured in his/her capacity as a director or officer of the Company. The insurance premiums for all the insured are fully borne by the Company. If this proposal is approved and each nominee assumes office as Member of the Board, they will be included in the insured under the said insurance contract. During their term of office, the Company intends to renew the said insurance contract with the same content.

Proposal No. 2: Election of Three (3) Audit & Supervisory Board Members

Standing Audit & Supervisory Board Member Motomi Niwa and Outside Audit & Supervisory Board Member Haruo Kitamura will resign from their roles at the conclusion of this Ordinary General Meeting of Shareholders. To further enhance its corporate governance system and reinforce its audit function, we hereby propose to increase the number of Audit & Supervisory Board Members by one, and to elect three (3) Audit & Supervisory Board Members in total. Their term of office expires at the conclusion of the ordinary general meeting of shareholders for the last fiscal year that ends within four years after their election. The Audit & Supervisory Board has given its prior consent to this proposal.

The nominees for Audit & Supervisory Board Members are as follows:

Reason for having appointed him as an Audit & Supervisory Board Member

After joining the Company, Naoto Inuzuka mainly engaged in business planning and also served as the President of a subsidiary of the Company in Thailand from January 2021, being involved in the management of the overseas business as CEO of Asia-Oceania region. He was appointed Senior Executive Officer in 2025 and is participating in the Group’s management from a global perspective. The Company has appointed him as a nominee for an Audit & Supervisory Board Member in the expectation that he will contribute to thorough Groupwide compliance and enhancement of corporate governance through audits aligned with actual business conditions as he is well-versed in the overseas subsidiary management based on business planning.

Reason for having appointed her as an Outside Audit & Supervisory Board Member

Kumiko Baba has abundant experience centering on business operations overseas, such as contract negotiations and business alliances with overseas companies, as well as new business launches at Toshiba Corporation. At JFE Engineering Corporation, she gained wide-ranging executive experience from overseeing overseas businesses to engaging in management areas such as accounting and finance. In addition, as she has experience as a full-time Audit & Supervisory Board Member at JFE Holdings, Inc., the Company has appointed her as a nominee for an Outside Audit & Supervisory Board Member in the expectation that she will reflect her experience of engaging in manufacturing from a global perspective and her expertise covering accounting, finance, auditing, and other professional areas in the Company’s audits.

Reason for having appointed him as an Outside Audit & Supervisory Board Member

Masato Yamagami has held key roles at PricewaterhouseCoopers Japan LLC alongside abundant work experience as a certified public accountant, and possesses highly specialized expertise in corporate accounting, corporate auditing, and sustainability. More recently, he has accumulated experience in responding to key management issues including risk management and compliance as CEO at PwC Risk Advisory LLC. The Company has appointed him as a nominee for an Outside Audit & Supervisory Board Member in the expectation that he will utilize this wide-ranging experience and expertise to sophisticate the Company’s audit framework and provide appropriate oversight of management risks.

Notes:

1. The brief personal history and important posts concurrently held at other corporations of each nominee are as of the start date of the electronic provision measures.

2. The age of each nominee is as of the conclusion of this 103rd Ordinary General Meeting of Shareholders.

3. Each nominee has no special interest in the Company.

4. Kumiko Baba and Masato Yamagami are the nominees for Outside Audit & Supervisory Board Members, as stipulated in Article 2, Paragraph 3, Item 8, of the Ordinance for Enforcement of the Companies Act. The matters related to them are as follows:

   1. They satisfy the requirements of independent directors/auditors as per the TSE Regulations. Accordingly, if their election as Outside Audit & Supervisory Board Members is approved at the Meeting, the Company intends to notify the TSE of such status as independent auditor for these nominees.

   2. If their election is approved, the Company intends to enter into a liability limitation agreement with them, which limits their liability to the minimum amount stipulated in Article 425, Paragraph 1, of the Companies Act, with regard to the liability for damages stipulated in Article 423, Paragraph 1, of the said Act.

5. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3, Paragraph 1, of the Companies Act, with an insurance company. The insurance covers damages and litigation expenses in the event that a claim for damages is made against the insured due to an act committed (including failure to act) by the insured in his/her capacity as a director or officer of the Company. The insurance premiums for all the insured are fully borne by the Company. If this proposal is approved and each nominee assumes office as Audit & Supervisory Board Member, they will be included in the insured under the said insurance contract. During their term of office, the Company intends to renew the said insurance contract with the same content.

(Reference)

The Audit & Supervisory Board Members will be as follows:

* If Proposal No. 2 is approved

*If Proposals No. 1 and No. 2 are approved

In the table below, up to five items out of the skills that the Company expects each member of the Board of Directors and Audit & Supervisory Board to demonstrate are marked.

*If Proposals No. 1 and No. 2 are approved

*The table does not represent all the skills of each person.

• Definition of each skill and reason for selection

  	Skill items	Definition	Reason for selection
  Social value creation skills	Environment / Society	Operational experience relating to environmental and social issues or expertise in sustainability management	Because the Company aims to broadly contribute to the resolution of social issues beyond mobility, centered on the environment and security
  	Software / Digital	Operational experience in software and use of digital technologies or expertise in digital transformation	Because software and digital technologies are fundamental to value creation in a mobility society where cars and society are interconnected, and the Company aims to improve its competitive advantage and achieve sustainable growth through DX promotion, including the use of AI
  Management oversight skills	Corporate Management	Experience in leading corporate management at listed companies, etc.	To ensure accurate decision-making relating to complex global management issues as the automotive industry undergoes a significant, once-in-a-century transformation
  	Governance / Risk Management	Operational experience or expertise in corporate governance and risk management	To maintain stakeholder trust by enhancing the effectiveness of governance and appropriately responding to increasingly diverse global risks
  	Global	Overseas management experience or understanding of overseas business environments and cultures	To ensure understanding of different cultures, values, and laws and regulations amid the Company’s global business expansion and to promote companywide strategies while utilizing strengths in each region
  	Finance / Accounting	Operational experience or expertise in financial affairs, accounting, and capital markets	To create a robust financial foundation and enhance corporate value through business portfolio transformation and other financial strategies and dialogue with capital markets
  Core skills to support competitive advantage	Technology Development	Operational experience in technology and R&D or expertise in market technological trends	Because the Company must continue to refine its founding strengths—a forward-looking spirit of creation and a focus on world-first technologies and product manufacturing—in order to create new value
  	Manufacturing	Operational experience in production technology and quality control, etc., or expertise in manufacturing strategies	Because the Company must continue to refine its founding strengths in highly efficient and high-quality manufacturing based on in-house technologies, in order to maintain trust and competitive advantage
  	Human Resource Development	Operational experience in human resource strategies and organizational development or expertise in human capital management	Because human resources are the Company’s most important capital and it must preserve and advance its corporate culture that can maximize the capabilities of the Company’s organizations and 160,000 employees worldwide, under its open organizational climate.

  Proposal No. 3: Introduction of Trust-Type Share-based Compensation Plan for Members of the Board (Excluding Non-executive Members of the Board and Outside Members of the Board)

  1. Reasons for the proposal and reasons it is deemed appropriate

     In this proposal, we seek approval for the introduction of performance-linked share-based compensation plan utilizing a trust, namely the “Board Benefit Trust-Restricted Stock (BBT-RS)” (hereinafter referred to as the “Plan”), for the Company’s Members of the Board (excluding non-executive Members of the Board and Outside Members of the Board; the same shall apply hereinafter in this proposal unless otherwise specified).

     This revision from the current system to the Plan aims to achieve more stable and efficient plan administration by utilizing a trust, while maintaining the fundamental concept and incentive structure of the existing restricted share-based compensation plan, which promotes value sharing with shareholders by granting shares during their term of office, subject to transfer restrictions until retirement.

     Subject to the approval of this proposal as originally proposed, the Company’s Board of Directors resolved at its meeting held on May 22, 2026 to revise its policy on determining the individual compensation for Members of the Board. The Company considers the contents of this proposal to be appropriate as it is consistent with such policy. In addition, this proposal has undergone deliberation and received a recommendation by the Company’s Executive Nomination and Remuneration Council, a majority of whose members are Outside Members of the Board and which is chaired by an Outside Member of the Board. Please refer to pages 23-24 for an overview of the Company’s compensation system for Members of the Board if this proposal is approved.

     In this proposal, we seek the approval for the amount and specific details of compensation, etc. in order to provide compensation under the Plan to the Company’s Members of the Board, which will be granted separately from the cash compensation for Members of the Board approved at the 97th Ordinary General Meeting of Shareholders held on June 19, 2020 (an annual amount of up to ¥1.0 billion, including up to ¥150 million for Outside Members of the Board). The Company respectfully requests that the details of the Plan be left to the discretion of the Board of Directors within the framework set forth in 2. below.

     At the 101st Ordinary General Meeting of Shareholders held on June 20, 2024, the Company obtained approval for the compensation framework under which restricted shares would be granted to Members of the Board separately from cash compensation, with an annual amount of up to ¥1.5 billion and up to 3 million shares per year, and specific details thereof, and such framework has remained in effect to date. However, subject to the approval and adoption of this proposal, the Company shall abolish the compensation framework for Members of the Board relating to such restricted share grants. Restricted shares that have already been allotted to Members of the Board shall remain in effect.

     If Proposal No. 1 is approved as originally proposed, four Members of the Board will be eligible under the Plan. The Company shall also apply the Plan to Senior Executive Officers and Executive Officers (including equivalent positions).

  2. Amount and specific details of compensation, etc. under the Plan

     1. Outline of the Plan

        The Plan is a performance-linked share-based compensation plan under which the Company’s shares are acquired through a trust (the trust established based on the Plan shall hereinafter be referred to as the “Trust”) using funds contributed by the Company, and the Company’s shares and cash equivalent to the value of such shares calculated based on their market value (hereinafter referred to as the “Company’s Shares, etc.”) are granted to Members of the Board through the Trust in accordance with the Company’s Share-Based Executive Benefit Regulations. In principle, the Company’s shares are provided to Members of the Board at a fixed time each year, while cash equivalent to the value of such shares calculated based on their market value shall, in principle, be paid upon their retirement. If a Member of the Board receives the grant of the Company’s shares during their term of office, such Member of the Board shall, prior to such grant, conclude a transfer restriction agreement with the Company as described in 3. below. As a result, any of the Company’s shares granted to a Member of the Board during his/her term of office shall be subject to restrictions on transfer or other disposition until their retirement.

     2. Eligible persons under the Plan

        Members of the Board (excluding non-executive Members of the Board and Outside Members of the Board)

     3. Trust period

        From June 2026 (expected) until the termination of the Trust (no specific termination date is specified for the Trust, and the Trust shall continue as long as the Plan remains in effect. The Plan will terminate upon delisting of the Company’s shares, abolition of the Share-Based Executive Benefit Regulations, or other circumstances)

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     4. Trust amount (amount of compensation, etc.)

        Subject to the approval of this proposal, the Company shall introduce the Plan for the five fiscal years from the fiscal year ended March 31, 2026 to the fiscal year ending March 31, 2030 (this five-fiscal-year period shall hereinafter be referred to as the “Initial Target Period,” and the Initial Target Period and each subsequent five-fiscal-year period commencing after the expiration thereof shall each be referred to as a “Target Period”), and for each subsequent Target Period. The company shall contribute the following funds to the Trust as the funds for the Trust to acquire the Company’s shares in order to grant the Company’s Shares, etc. to Members of the Board.

        At the time of establishment of the Trust (expected in June 2026), the Company shall contribute funds of up to ¥7.5 billion to the Trust as funds required for the Initial Target Period.

        After the expiration of the Initial Target Period, the Company shall, in principle, make additional contributions to the Trust of up to ¥7.5 billion for each Target Period until the termination of the Plan. However, at the time of making such additional contribution, if there remain in the Trust any of the Company’s shares (excluding those corresponding to points granted to Members of the Board for each Target Period up to the immediately preceding period for which grant has not yet been made) and cash (hereinafter referred to as the “Remaining Shares, etc.”), the total amount of the value of such Remaining Shares, etc. (in the case of the Company’s shares, this is based on the book value as of the end of the immediately preceding Target Period) and the amount of the additional contribution shall not exceed ¥7.5 billion.

        The maximum amount of trust contributions (amount of compensation, etc.) has been determined based on (6) below, taking into comprehensive consideration factors such as the projected number of points to be granted to Members of the Board in the future and trends in the Company’s share price, and is considered to be appropriate.

        Note: The actual amount of funds to be contributed by the Company to the Trust will include, in addition to the share acquisition funds described above, the estimated necessary expenses such as trust fees.

        The Company may make contributions to the Trust in multiple installments during each Target Period, including the Initial Target Period, until the cumulative contribution amounts for each Target Period reach the respective maximum amounts described above. If the Company decides to make an additional contribution, it shall disclose such fact in a timely and appropriate manner.

     5. Acquisition method for the Company’s shares and number of shares to be acquired by the Trust

        The Trust shall acquire the Company’s shares using the funds contributed as described in (4) above, either through a stock exchange or by acquiring the treasury shares disposed of by the Company, and no new shares shall be issued. As described in (6) below, the maximum number of points to be granted to Members of the Board is 3 million

        points per fiscal year. Accordingly, the maximum number of the Company’s shares to be acquired by the Trust for

        each Target Period will be 15 million shares. The details of the acquisition of the Company’s shares by the Trust shall be disclosed in a timely and appropriate manner.

     6. Maximum number of the Company’s Shares, etc. to be granted to Members of the Board

        Members of the Board shall be granted points for each fiscal year in accordance with the Share-Based Executive Benefit Regulations, determined taking into account factors such as their positions and achievement of performance targets. The total number of points granted to Members of the Board per fiscal year shall be up to 3 million points. This number has been determined based on comprehensive consideration of factors including the current level of executive compensation, trends in the number of Members of the Board, and future outlook, and is considered to be appropriate.

        The points granted to Members of the Board shall be converted into one share of the Company’s common stock per point upon grant of the Company’s Shares, etc. as described in (7) below (however, if a stock split, allotment of shares without contribution, or share consolidation is conducted with respect to the Company’s shares after approval of this proposal, the maximum number of points, the number of points already granted, or the conversion ratio shall be adjusted in a reasonable manner in accordance with such ratio, etc.).

        The percentage of 30,000 voting rights corresponding to the shares equivalent to the maximum number of points to be granted per fiscal year to Members of the Board to the total voting rights attached to all issued shares (26,909,661 voting rights as of March 31, 2026) is approximately 0.1%.

        In principle, the number of points of a Member of the Board to be used as the basis for the grant of the Company’s Shares, etc. described in (7) below shall be the number of points granted to such Member of the Board up to the time when the beneficiary rights vest as described in (7) below (such points calculated in this manner are hereinafter referred to as the “Vested Number of Points”).

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     7. Grant of the Company’s Shares, etc.

        Members of the Board who satisfy the beneficiary requirements shall, by completing the prescribed vesting procedures, in principle receive from the Trust, at a fixed time each year, the Company’s shares corresponding to the “Vested Number of Points” determined in accordance with (6) above. However, if the requirements set forth in the Share-Based Executive Benefit Regulations are satisfied, a certain portion shall, in principle, be paid in cash equivalent to the market value of the Company’s shares at the time of retirement, instead of grant of such shares. The Trust may sell the Company’s shares in order to fund such cash payments.

        If a Member of the Board receives grant of the Company’s shares during his/her term of office, such Member of the Board shall, prior to the grant of such shares, conclude a transfer restriction agreement with the Company as described in 3. below. As a result, any of the Company’s shares granted to a Member of the Board during his/her term of office shall be subject to restrictions on transfer or other disposition until their retirement.

        In addition, malus and clawback provisions shall be established, under which even Members of the Board who have been granted points may, upon the occurrence of events specified in the Share-Based Executive Benefit Regulations, forfeit all or part of their entitlement to receive grant, based on a decision of the Executive Nomination and Remuneration Council. Even after the grant have been received, Members of the Board may be required to return all or part of such grant upon the occurrence of events specified in the Share-Based Executive Benefit Regulations, based on a decision of the Executive Nomination and Remuneration Council.

     8. Exercise of voting rights

        Voting rights attached to the Company’s shares held in the Trust account shall not be exercised in accordance with the instructions from the trust administrator. This approach is intended to ensure neutrality in relation to the Company’s management in the exercise of voting rights attached to the Company’s shares held in the Trust account.

     9. Treatment of dividends

        Dividends on the Company’s shares held in the Trust account shall be received by the Trust and used to fund the acquisition of the Company’s shares and to pay the trust fees payable to the trustee of the Trust. In the event of termination of the Trust, any dividends and other amounts remaining in the Trust shall be distributed to the Members of the Board in office at that time on a pro rata basis in proportion to the number of points held by each Member, in accordance with the Share-Based Executive Benefit Regulations.

     10. Treatment upon termination of the Trust

     The Trust shall terminate upon the occurrence of events such as the delisting of the Company’s shares or the abolition of the Share-Based Executive Benefit Regulations.

     Upon termination of the Trust, all of the Company’s shares remaining as part of the Trust’s assets are expected to be acquired by the Company without consideration and then cancelled pursuant to a resolution of the Board of Directors. Any cash remaining in the Trust upon its termination, excluding any amounts to be paid to Members of the Board as described in (9) above, shall be paid to the Company.

  3. Outline of transfer restriction agreement for the Company’s shares granted to Members of the Board

     If a Member of the Board are granted Company’s shares during his/her term of office, such Member of the Board shall, prior to such grant, conclude a transfer restriction agreement with the Company (hereinafter referred to as the “Transfer Restriction Agreement”), which includes the following terms (the grant of the Company’s shares shall be subject to the conclusion of the Transfer Restriction Agreement). However, if a Member of the Board has already retired at the time of the grant of the shares, the Company may grant the shares without requiring the conclusion of the Transfer Restriction Agreement.

     1. Transfer restrictions

        Members of the Board may not transfer, create a security interest in, or otherwise dispose of the Company’s shares granted to them from the date of the grant of such shares until the date they retire from all positions as a Member of the Board, Senior Executive Officer, and Executive Officer (including equivalent positions) of the Company.

     2. Acquisition by the Company without consideration

        In the event of certain acts of misconduct or failure to satisfy the requirements for the lifting of transfer restrictions described in 3) below, the Company shall acquire such shares without consideration.

     3. Lifting of transfer restrictions

        If a Member of the Board ceases to hold all of his/her positions as a Member of the Board, Senior Executive Officer, and Executive Officer (including equivalent positions) of the Company for justifiable reasons or due to death, the transfer restrictions shall be lifted at that time.

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     4. Treatment upon corporate reorganization, etc.

If, during the transfer restriction period, a merger agreement under which the Company will be the disappearing company, or other matters relating to corporate reorganization are approved at the Company’s General Meeting of Shareholders, etc., the Company shall, pursuant to a resolution of its Board of Directors, lift the transfer restrictions as of the time immediately prior to the business day preceding the effective date of such corporate reorganization.

The Company’s shares subject to the transfer restrictions under the Transfer Restriction Agreement are expected to be managed during the transfer restriction period in a dedicated account opened by each Member of the Board subject to the restriction, with a securities firm designated by the Company, so that such shares may not be transferred, pledged, or otherwise disposed of during such period.

In addition to the above, the Transfer Restriction Agreement shall include provisions regarding methods of expressing intentions and making notifications under the Transfer Restriction Agreement, procedures for revising the Transfer Restriction Agreement, and other matters to be determined by the Board of Directors.

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1. The Company shall establish the “Share-Based Executive Benefit Regulations” within the scope approved under this proposal.

2. The Company shall contribute funds to the Trust within the scope approved under this proposal.

3. The Trust shall acquire the Company’s shares using the funds contributed to the Trust as described in 2) above, either through the stock exchange or by acquiring the treasury shares disposed of by the Company.

4. Members of the Board shall conclude a transfer restriction agreement with the Company, including provisions under which the transfer or other disposition of the Company’s shares granted to them during their terms of office shall be restricted until their retirement, and provisions for acquisition of such shares by the Company without consideration under certain conditions.

5. The Company shall grant points to Members of the Board in accordance with the Share-Based Executive Benefit Regulations.

6. In accordance with the instructions of an independent trust administrator, the Trust shall not exercise voting rights attached to the Company’s shares held in the Trust account.

7. The Trust shall, at a fixed time each year, grant the Company’s shares to a Member of the Board who satisfies the beneficiary requirements set forth in the Share-Based Executive Benefit Regulations (hereinafter referred to as the “Beneficiary”), corresponding to the number of points granted to such Beneficiary. However, if a Member of the Board satisfies the requirements set forth in the Share-Based Executive Benefit Regulations, cash equivalent to the market value of the Company’s shares corresponding to a certain portion of the points shall be paid upon retirement.

Reference: Overview of the compensation system for Members of the Board

If this proposal is approved as originally proposed, the outline of the compensation system for Members of the Board will be as follows.

1. Basic policy

   • Facilitate the achievement of medium- to long-term enhancement of corporate value and management from the perspective of shareholders

   • Incentivize eligible persons to enhance performance by linking the Company’s performance with individuals’ performance

2. Level of compensation

   The level of compensation for Members of the Board is set to be competitive with that of comparable companies by referring to the levels of executive compensation paid by major manufacturers that are similar in size, industry, and business format to the Company according to the data of an annual executive compensation survey conducted by an external research agency.

3. Composition of compensation

   Under the Company’s compensation system, compensation for Members of the Board (excluding non-executive Members of the Board and Outside Members of the Board) consists of basic compensation as fixed compensation, bonuses as performance-linked compensation, and share-based compensation.

   Compensation payable to non-executive Members of the Board and Outside Members of the Board comprises only basic compensation (fixed amount) in order to ensure independence from management.

   Reference: Illustrative compensation composition ratio for the Representative Member of the Board, President & CEO

   Fixed compensation	Performance-linked compensation
   	Short-term incentives	Medium- to long-term incentives
   Basic compensation 25%	Bonuses 25%	Share-based compensation 50%

   Note: The compensation composition ratio is calculated based on base amounts (and may vary depending on performance).

4. Method of determination of performance-linked compensation

   Performance indicators linked to the Company’s strategy are selected to ensure linkage with the Company’s performance and to enhance incentives for medium- to long-term improvement of corporate value. Individual payment amounts are determined based on individual assessments of individual performance, results, and medium-to long-term initiatives.

   Indicator	Evaluation weight	Evaluation method	Performance coefficient
   Consolidated operating profit	75%	Evaluated based on the degree of achievement of targets for the fiscal year in question and the growth rate compared to past performance	0–150%
   ROIC	25%	Evaluation based on the degree of achievement of targets for the fiscal year in question

   Notes: ROIC is calculated as follows:

   • Invested capital is calculated by averaging results at the end of the previous fiscal year and the current fiscal year.

   • Invested capital = equity attributable to shareholders of the Company + interest-bearing debt

   • Return on invested capital (ROIC) = profit for the year attributable to shareholders of the Company

   / invested capital

   Indicator	Evaluation weight	Evaluation method	Performance coefficient
   ROE	35%	Evaluation based on the degree of achievement of targets for the fiscal year in question	25–150%
   Total shareholder return (TSR)	35%	Evaluation based on relative performance against the TOPIX total return growth rate for the fiscal year in question
   Employee engagement	15%	Evaluation based on the degree of achievement of targets for the fiscal year in question
   Sustainability score	15%	Evaluation based on the overall achievement of the following material issues (materiality) addressing social challenges through business activities for the fiscal year in question 1) Response to climate change; 2) Provision of safe and flexible movement; 3) Secure and stable supply of food; and 4) Improvement of industrial labor productivity

5. Malus and clawback provisions

   In the event of a restatement of financial results or the occurrence of material misconduct or compliance violations, the Company may, by resolution of the Executive Nomination and Remuneration Council, reduce or forfeit the right to receive performance-linked compensation, namely bonuses and share-based compensation, or demand the return of compensation already paid.

6. Method of determination of compensation

At the Company, the policy on determining the compensation for Members of the Board is resolved by the Board of Directors based on the deliberations of the Executive Nomination and Remuneration Council. The Executive Nomination and Remuneration Council ensures objectivity, fairness, and transparency by being chaired by an independent Outside Member of the Board and comprising a majority of independent Outside Members of the Board. The composition of the Executive Nomination and Remuneration Council that reviewed this revision of the system is as follows.

1. CURRENT SITUATION OF THE DENSO GROUP

(1) Process and Results of Operations of Our Group

1. Business environment

   During the fiscal year ended March 31, 2026, the global economy showed resilience supported by monetary and fiscal policies of major countries and an increase in AI-related investments worldwide, even as reciprocal tariff policies were imposed by the United States. On the other hand, there were growing uncertainty risks caused by geopolitical divisions, including supply chain disruptions and rising inflation caused by the situation in the Middle East.

2. Summary of business

   During the fiscal year ended March 31, 2026, revenue increased year on year thanks to rising vehicle sales. Operating profit also increased year on year as a result of business improvements, higher production volumes and other factors, despite impacts from U.S. tariffs, soaring material costs, and increased investments in human resources, etc.

   Moreover, while on the one hand we accelerated future growth investments, including capital investments aimed at innovative manufacturing and R&D investments in the field of intelligence, profitability improved thanks to sales expansion in our priority fields of electrification products and intelligence products.

3. Operating results for the fiscal year ended March 31, 2026

Revenue of the Group increased by ¥378.2 billion or 5.3% year on year to ¥7,540.0 billion for the year ended March 31, 2026, and operating profit increased by ¥33.6 billion or 6.5% to ¥552.5 billion. Consequently, profit before income taxes increased by ¥39.3 billion or 6.8% to ¥617.3 billion, and profit attributable to owners of the parent company increased by ¥24.7 billion or 5.9% to ¥443.8 billion.

Revenue

Operating profit

Profit attributable to owners of the parent company

(Billions of yen)

(2) Operating Results and Financial Position of the Group

IFRS

(Millions of yen)

*1 The Company implemented a four-for-one split of common stock on October 1, 2023.

Basic earnings per share and annual dividends per share are calculated on the assumption that the stock split was implemented at the beginning of the 100th term.

*2 ROE: Profit attributable to owners of the parent company ÷ Equity attributable to owners of the parent company (average of figures at the beginning and the end of the fiscal year)

*3 DOE: Total amount of dividends ÷ Equity attributable to owners of the parent company

Revenue

7,144.7

7,161.8

(Billions of yen)

6,401.3

7,540.0

Operating Profit and Operating Profit Margin

7.2%

519.0

(Billions of yen)

7.3%

552.5

6.7%

426.1

380.6

5.3%

100th Term

(April 2022-

March 2023)

101st Term

(April 2023-

March 2024)

102nd Term

(April 2024-

March 2025)

103rd Term

(April 2025-

March 2026)

100th Term

(April 2022-

March 2023)

101st Term

(April 2023-

March 2024)

102nd Term

(April 2024-

March 2025)

103rd Term

(April 2025-

March 2026)

Profit Attributable to Owners of the Parent Company and ROE

419.1

(Billions of yen)

443.8

Basic Earnings per Share

(Yen)

145.02

104.00

104.97

162.96

6.3%

7.3%

314.6

312.8

8.0% 8.5%

100th Term

(April 2022-

March 2023)

101st Term

(April 2023-

March 2024)

102nd Term

(April 2024-

March 2025)

103rd Term

(April 2025-

March 2026)

100th Term

(April 2022-

March 2023)

101st Term

(April 2023-

March 2024)

102nd Term

(April 2024-

March 2025)

103rd Term

(April 2025-

March 2026)

Annual Dividends per Share (Payout Ratio) and DOE (Yen)

Total Return and Total Return Ratio*(Billions of yen)

362.2

379.9

239.0

200.0

196.6

253.4

100.0

90.7% 183.3 97.8% 180.8

139.0

162.2

76.0%

115.8%

*(Total amount of dividends + Purchase of treasury stock)

64.00

67.00

÷ (Profit attributable to owners of the parent company)

434.2

55.00

（52.4%）

（44.1%）

（41.1%）

46.25

（44.5%）

3.2%

3.3%

3.5%

3.5%

100th Term

(April 2022-

March 2023)

101st Term

(April 2023-

March 2024)

102nd Term

(April 2024-

March 2025)

103rd Term

(April 2025-

March 2026)

100th Term

(April 2022-

March 2023)

101st Term

(April 2023-

March 2024)

102nd Term

(April 2024-

March 2025)

103rd Term

(April 2025-

March 2026)

Dividend per share ( ) Payout ratio DOE Total amount of dividends Purchase of treasury stock Total return ratio

In fields such as automotive as well as consumer and industrial equipment through the application of automotive technologies, the Company engages in the development, manufacturing, and sale of products that contribute to the domains of “green” and “peace of mind.”

Segment

Revenue (ratio)

(18.9%) (19.0%) (Billions of yen)

Business description

Electrification Systems

1,354.4

1,433.5

Development and manufacturing of drive components for electric vehicles, power supply systems that control batteries, and other products

Automotive domains

Powertrain Systems

Thermal System

2025 2026 (FY)

(20.1%) (19.6%) (Billions of yen)

1,438.6 1,479.7

2025 2026 (FY)

(24.1%) (23.6%) (Billions of yen)

1,728.5 1,780.4

Development and manufacturing of injection, ignition, air intake and exhaust, and other products for internal combustion engine vehicles, such as gasoline or diesel cars

Development and manufacturing of air conditioners for c r e a t i n g c o m f or t a b l e v eh ic l e i n t er ior s , t her m a l management systems for dealing with car heat issues and other products

2025 2026 (FY)

(29.2%) (Billions of yen)

Mobility Electronics

(28.2%)

2,017.3

2,198.7

Development and manufacturing of advanced driver assistance systems to achieve safe and comfortable transportation for everyone, in-vehicle ECUs*1 for electronically controlling vehicles and other products

2025 2026 (FY)

Advanced Devices

(5.4%)

388.8

(5.2%) (Billions of yen) 390.3

Development and manufacturing of semiconductors, in-vehicle sensors, and other products installed in inverters and in-vehicle ECUs

Societal value expansion domains

Factory Automation (FA) and Food Value Chain

2025 2026 (FY)

(2.0%) (Billions of yen)

(1.7%) 148.9

120.5

Development, manufacturing, and sale of products related to productivity improvement in plants, products related to non-automotive businesses, including agriculture, and other products

2025 2026 (FY)

*1 ECU: Electronic Control Unit

Core products that contribute to “green” and “peace of mind”

Green Peace of mind

Inverters

Motor generators

Contribute to fuel economy

ESUs*2 Battery ECUs

Appropriately control power between batteries and motors in BEVs and HEVs

by serving as primary drive sources during HEV driving and generators during braking

Combine charging control, AC charging, voltage control, and more into a single unit

Safely and precisely control batteries, contributing to better fuel economy and longer driving ranges

Injection systems (diesel common rail systems, etc.)

Optimally control the injection of fuel to produce steady combustion

Ignition systems (coils/plugs)

Perform ignition for gasoline engin e s a n d en sur e efficient combustion

Exhaust systems (exhaust sensors, etc.)

Detect oxygen concentration, control the opening and closing of intake/exhaust valves, etc.

Starter systems (starters/alternators)

Control engine starting, charging, and discharging

HVAC*3 Thermal

Inverter coolers

Everycool®

Some of the smallest systems in the world, producing greater forward v i s ib ili t y a n d m o r e spacious cabins

ADAS

(Advanced

drive-assistance System)

U se ima ge se n s or s, millimeter wave radar, etc., to support safe driving for drivers

HEAT-PRO

(high efficiency thermal management valve for BEVs)

Precisely control electric vehicle cooling water and improve energy usage efficiency

Automation

management systems

Use air heat and vehicle waste heat for air conditioning and produce longer driving ranges

Integrated HMI*4systems

Use cross-domain control, connecting people and cars, to provide information to drivers

Electrical current sensors

Measure battery current and contribute to greater vehicle performance, such as improved power economy

Use our proprietary double-sided cooling to increase semiconductor performance a n d a ch i e v e g r e a t er compactness

Powertrain control ECUs

Optimally control powertrains for gasoline vehicles, HEVs, and BEVs, improving fuel and power economy

Power semiconductors

Switch high current, high voltage inverter power on and off

Provide cooling even when truck engines are stopped, improving working environments

Software

Used in systems, ECUs, and sensors to control devices and ensure the automotive quality and safety

ASICs*5

(Application Specific Integrated Circuit)

Aggregate diverse and complex in-vehicle control into a single semiconductor

line/industrial robots QR solution services Large and mid-sized

Tomato seeds

Automated production lines aligned with customer needs/robots designed for productivity and safety

Create new value that meets society’s needs, as a QR code® developer

greenhouses

Greenhouses designed based on producers’ needs

Seeds for tomatoes that are highly disease-resistant and have excellent flavor, quality, and yields

*2 ESU: Electricity Supply Unit *3 HVAC: Heating Ventilation and Air-Conditioning *4 HMI: Human Machine Interface *5 ASIC: Application Specific Integrated Circuit