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.

March 29, 2024

Company name:

Name of representative:DENSO CORPORATION Shinnosuke Hayashi, President (Securities code: 6902;

Tokyo and Nagoya Stock Exchanges)

Inquiries:

Tadashi Arai, Director, Finance & Accounting Div.

(Telephone: +81-50-1738-6018)

Notice Concerning the Sale of Shareholding and the Execution of Share Forward Agreement

DENSO CORPORATION (the "Company") announces that it has sold a part of its TOYOTA INDUSTRIES CORPORATION ("Toyota Industries") shareholding and entered into a share forward agreement for all of its remaining shares.

  • 1. Reasons for Partial Sale of Shares and Execution of Share Forward Agreement

    The Company announced in the "DENSO Announces Cross-Shareholdings Reduction Policy" on November 29, 2023, its policy to reduce shares held for the purposes other than pure investment, including Toyota Industries.

    In accordance with this reduction policy, the Company examined how to dispose of Toyota Industries shares, and decided to sell all of its Toyota Industries shareholdings through the transactions described below, which ensures a complete disposition of the Company's shareholdings while giving maximum consideration to the market impact of the sales on Toyota Industries' share price. Under the contracts described below, the Company will proceed with a phased sale to the counterparty banks and completely dispose of its Toyota Industries shares over two and a half years.

    The Company will continue to maintain and strengthen its business relationship with Toyota Industries even after the completion of this share sale.

  • 2. Details of Partial Sale of Shares and Share Forward Agreement (Note)

  • (1) Shares

    The ordinary shares of Toyota Industries (TSE Prime Market / NSE Premier 6201)

  • (2) Total Number of Shares

    29,647,895 shares (All shares held by the Company. 9.10% of the total number of issued shares)

  • (3) Details of the Share Sale

Number of Shares: 2,965,595 shares (0.91% of the total number of issued shares)

Trade Date: Mar 29, 2024

Counterparty Bank: Mizuho Securities Co., Ltd.

(4) Details of the Share Forward Total Number of Shares: 26,682,300 shares (8.19% of the total number ofAgreement

issued shares)

Settlement Date: Each Mar/Jun/Sep/Dec 26 from Jun 2024 to Jun 2026 Overview: Transfer 2,964,700 shares (0.91% of the total number of issued shares) to the Counterparty Bank on each Settlement Date (9 times in total) Counterparty Bank: Nomura Securities Co., Ltd.

Note

The Company believes that it is important to limit the market impact on Toyota Industries shares in the event that a large amount of shares are simultaneously released to the market. The Company has designed this Share Sale, including the timing of the transfer of Shares from the Company to each counterparty bank, to limit this impact by selling a part of the shares in the spot market and the rest of the shares on a forward basis.

Each counterparty bank will sell the Toyota Industries shares within approximately 3 months after each acquisition. The sale will be split into 10 installments, meaning all shares will be sold after 2.5 years. The total sale period is intended to be a period during which the sale will not have an excessive impact on the market, taking into account the liquidity of Toyota Industries shares.

3.

Impacts on financial results

The Company has adopted the International Financial Reporting Standards (IFRS), and the gain or loss from the sale of the Toyota Industries shares is recognized in Other Comprehensive Income (OCI) in the consolidated financial statements and has no impact on consolidated results.

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Denso Corporation published this content on 29 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 06:41:02 UTC.