Kariya (Japan) We hereby inform, as set forth below, that, at the meeting of the Board of Directors held today, DENSO Corporation (the 'Company'), reviewed the executive compensation system, revised the amount of compensation payable to members of the board and resolved to introduce a restricted share compensation plan(the 'Plan'), and will propose an agenda item concerning the Plan at the 97th Ordinary General Shareholder's Meeting of the company to be held on June 19, 2020(the 'Shareholders' Meeting').

Revision of the Amount of Compensation Payable to Members of the Board

Regarding the amount of compensation payable to the Members of the Board of the Company, the 84th Ordinary General Meeting of Shareholders held on June 26, 2007 adopted a resolution to set the maximum amount of basic compensation at 80 million yen per month. Meanwhile, the Company obtains approval for the total amount of bonuses payable to the Members of the Board per year at the Ordinary General Meeting of Shareholders on a yearly basis.

We propose setting a yearly limit of the compensation for Members of the Board instead of the monthly limit that we currently set. Moreover, we propose setting the maximum amount of compensation at 1.0 billion yen per year (including compensation for Outside Members of the Board of up to 150 million yen per year.)

If the proposal is approved as proposed, the number of Members of the Board will be eight (8) (including three (3) Outside Members of the Board.)

Introduction of the Restricted Shares Compensation Plan

Purpose of the Introduction Plan

This Plan is designed to have Eligible Members of the Board further share value with shareholders and to provide them with more incentives to achieve medium- to long-term enhancement of corporate value.

Condition with respect to the Introduction of the Plan

The introduction of the Plan is subject to our shareholders' approval at the Shareholders' Meeting to grant such compensation to Eligible Members of the Board of Directors. At the Shareholders' Meeting, we plan to propose the introduction of the Plan and establishment of compensation concerning the Plan for Eligible Members of the Board of Directors.

Subject to the approval of proposal revision of the amount of compensation payable to Members of the Board and introduction of the restricted shares compensation plan as originally proposed, the Company will apply the same Restricted Share-based Compensation System to Executive Vice Presidents and Senior Executive Officers who are not Members of the Board.

Under the Company's new compensation system for Members of the Board, compensation for Members of the Board (excluding non-executive Members of the Board and Outside Members of the Board) will consist of 'basic compensation (fixed amount),' 'bonus (short-term incentive)' and 'share-based compensation (medium- to long-term incentive).' The ratios of basic compensation, bonus and share-based compensation will be roughly 60%, 30% and 10%, respectively, if the amount of consolidated operating profit equals the reference amount.

The Company will monitor the impact of the introduction of share-based compensation and consider increasing the ratio of share-based compensation.

Non-executive Members of the Board and Outside Members of the Board will receive basic compensation (fixed amount) only.

About DENSO Corporation

DENSO is a $47.6 billion global mobility supplier that develops advanced technology and components for nearly every vehicle make and model on the road today. With manufacturing at its core, DENSO invests in its worldwide 200 facilities to produce thermal, powertrain, mobility, electrification, & electronic systems, to create jobs that directly change how the world moves. The company's 170,000+ employees are paving the way to a mobility future that improves lives, eliminates traffic accidents, and preserves the environment. Globally headquartered in Kariya, Japan, DENSO spent 9.9 percent of its global consolidated sales on research and development in the fiscal year ending March 31, 2020.

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