DENSO : Withdrawal of the Proposal Regarding the Acquisition of Shares of ROHM Co., Ltd.

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

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)

As announced in "Statement Regarding Media Reports" dated March 6, 2026, "(Progress of a Disclosed Matter) Statement Regarding Media Reports" dated March 24, 2026, and "Statement Regarding Media Reports" dated April 27, 2026, DENSO CORPORATION (the "Company") had submitted a proposal regarding the acquisition of shares of ROHM Co., Ltd. ("ROHM") (the "Proposal"). The Company hereby announces that its Board of Directors resolved at a meeting held today to withdraw the Proposal.

Following the basic agreement toward the establishment of a strategic partnership in the semiconductor field announced on May 8, 2025 (the "Strategic Partnership with ROHM"), the Company and ROHM have promoted collaboration primarily in analog ICs by combining ROHM's state-of-the-art semiconductor

technologies cultivated in areas such as the consumer market with the Company's advanced system integration capabilities in the automotive field, thereby complementing lineups of high-quality devices supporting vehicle

electrification and intelligence and advancing cooperation in development activities. In addition, in fields within their respective semiconductor businesses that demonstrate a high degree of compatibility, the two companies

have engaged in discussions with a view to broader collaboration, thereby building a robust partnership.

Thereafter, following a series of internal considerations and under the recent business environment in which competition surrounding semiconductors has intensified, the Company concluded that, in order to address

challenges in semiconductor technology development and supply structures and to enhance the value provided to customers, collaboration with ROHM, which has strengths in the industrial equipment and consumer electronics fields, would enable the Company to make contributions across a broad range of semiconductor business areas by mutually leveraging technologies and expertise cultivated in different application fields and markets, and

accordingly submitted the Proposal. Based on the Proposal, the Company engaged in sincere discussions with ROHM's Board of Directors and special committee regarding the contribution of the Proposal to ROHM's corporate value and shareholder value. In the course of these discussions, the Company responded to written questions from ROHM's Board of Directors and special committee and held multiple meetings regarding the outline of the Proposal and post-transaction plans, thereby deepening mutual understanding of the Proposal

between the two companies.

However, as of today, the Company has not obtained the support of ROHM's Board of Directors and special committee with respect to the Proposal. Under these circumstances, after comprehensively reviewing the

significance of proceeding with the Proposal, its impact on the Company's medium- to long-term corporate value, and the optimal form of the relationship between the two companies, the Company concluded that continuing the Proposal at this time would not necessarily contribute to the enhancement of its corporate value, and accordingly decided to withdraw the Proposal.

Meanwhile, through the discussions to date, the Company and ROHM have formed a shared recognition that, toward the realization of next-generation mobility and a carbon-neutral society, they can enhance the added value of products and increase the value provided to customers and the industry as a whole. In particular, the Company and ROHM share the view that co-creation by combining ROHM's strengths in widely deploying advanced

technologies originating from the consumer market across diverse markets with the Company's strengths in embodying the stringent requirements of the automotive sector into semiconductors can further strengthen

competitiveness in both technology and manufacturing and enhance the value provided to customers in both the automotive and consumer and industrial equipment fields, through the expansion of new products via IP sharing and improvements in productivity and quality achieved by the mutual utilization of advanced manufacturing

capabilities. Even after the withdrawal of the Proposal, based on the Strategic Partnership with ROHM, the two companies have agreed between themselves to further and more actively advance their co-creation activities than before by promoting collaboration measures centered on analog ICs, including product development and supply,

not only in the automotive field but also in the consumer and industrial equipment fields, as well as by enhancing personnel exchanges, and will continue to hold discussions to this end.

The Company will continue to proactively explore various forms of collaboration with third parties in order to contribute to customers and a wide range of industries in the semiconductor business.