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Share Issuance and Disposal6902DENSO CORPORATIONAutomobiles and transportation equipment

Notice Regarding the Introduction of a Trust-Based Stock Compensation Plan and the Disposal of Treasury Shares in Connection with the Plan

The Company will introduce a performance-linked trust-based stock compensation plan and dispose of 3,904,900 treasury shares to the trust account for this purpose. Both the introduction of the plan and the disposal of treasury shares are subject to approval at the general meeting of shareholders to be held on 18 June 2026.

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Neutral
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Scale
3904900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with the introduction of a trust-based stock compensation plan

Who receives how much3,904,900Shares

3,904,900 common treasury shares

Japan Custody Bank, Ltd. (Trust E Account)3,904,900 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,850 per share
Total issue value

¥7,224,065,000

Total Stock-Based Compensation
Trust funds corresponding to the initial eligible period of up to ¥15 billion, including up to ¥7.5 billion for directors
発行済株式総数

0.13% of total issued shares and 0.15% of total voting rights

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
Until the date on which the individual retires from all positions as a director or other officer of the Company
Conditions for lifting transfer restrictions
In the event of retirement for a legitimate reason or retirement due to death, the transfer restrictions will be lifted at that time. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted as of the time immediately preceding the business day before the effective date, subject to a resolution of the Board of Directors.
Reason for acquisition without consideration
In the event of certain misconduct or similar circumstances, or if the requirements for lifting the transfer restrictions are not met.
Categories and Number of Persons Covered
Directors, excluding non-executive directors, outside directors and Audit & Supervisory Board Members; executive officers; and senior executive officers, including equivalent positions. The number of eligible persons is not stated.
Intended allottee's holding policy
The trust will hold and dispose of the Company's shares for the purpose of administering the plan.
Payment date
19 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,850. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
A proposal concerning the plan will be submitted to the 103rd annual general meeting of shareholders to be held on 18 June 2026, and the disposal of treasury shares will be carried out subject to approval as proposed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with the introduction of a trust-based stock compensation plan
Number of shares to be issued or disposed of3,904,900 common treasury shares
Issue price and disposal price¥1,850 per share
Total issue value¥7,224,065,000
Payment date19 June 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 3,904,900 shares
Intended allottee's holding policyThe trust will hold and dispose of the Company's shares for the purpose of administering the plan.
Dilution Rate0.13% of total issued shares and 0.15% of total voting rights
Total number of issued shares2,910,979,691 shares → 2,910,979,691 shares(0%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,850. No discount or premium is stated.
Transfer restriction periodUntil the date on which the individual retires from all positions as a director or other officer of the Company
Conditions for lifting transfer restrictionsIn the event of retirement for a legitimate reason or retirement due to death, the transfer restrictions will be lifted at that time. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted as of the time immediately preceding the business day before the effective date, subject to a resolution of the Board of Directors.
Reason for acquisition without considerationIn the event of certain misconduct or similar circumstances, or if the requirements for lifting the transfer restrictions are not met.
Categories and Number of Persons CoveredDirectors, excluding non-executive directors, outside directors and Audit & Supervisory Board Members; executive officers; and senior executive officers, including equivalent positions. The number of eligible persons is not stated.
Total Stock-Based CompensationTrust funds corresponding to the initial eligible period of up to ¥15 billion, including up to ¥7.5 billion for directors
Procedures under the Corporate Code of ConductA proposal concerning the plan will be submitted to the 103rd annual general meeting of shareholders to be held on 18 June 2026, and the disposal of treasury shares will be carried out subject to approval as proposed.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company will use a trust to achieve more stable and efficient plan administration while maintaining the concepts and incentive design of its existing restricted stock compensation plan. The disposal of treasury shares will be carried out so that the trust can hold and dispose of the Company's shares required to administer the plan.

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Notice Regarding the Introduction of a Trust-Based Stock Compensation Plan and the Disposal of Treasury Shares in Connection with the Plan | DENSO CORPORATION (6902) timely disclosure | Komori