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Jul 26, 2004
Notice Regarding the Allotment of Stock Options
(Stock Acquisition Rights)
DENSO Corporation (the "Company ") hereby makes the following announcement. At the meeting of the board of directors held on July 26, 2004, the board of directors determined the details of stock acquisition rights to be issued as stock options to directors, managing officers and employees of the Company and directors of any of its subsidiaries (the " Stock Acquisition Right(s)") pursuant to Article 280-20 and 280-21 of the Commercial Code and the resolution at the 81st Annual General Meeting of Shareholders on June 24, 2004.
The amount to be paid upon exercise of Stock Acquisition Rights and other items to be determined shall be decided on Aug. 3, 2004 (Issue Date of Stock Acquisition Rights).
1. Issue Date of Stock Acquisition Rights:
Aug. 3, 2004
2. Aggregate Number of Stock Acquisition Rights to be Issued:
11,990 Stock Acquisition Rights (The number of shares per a Stock Acquisition Right shall be 100 shares).
3. Issue Price of Stock Acquisition Rights:
The Stock Acquisition Rights shall be issued without receipt of consideration.
4. Type/Number of Shares under Stock Acquisition Rights:
1,199,000 shares of common stock of the Company.
5. The Amount to be Paid upon Exercise of Stock Acquisition Rights:
To be determined on Aug. 3, 2004.
6. Total paid-in value of the shares of the common stock of the Company to be issued upon exercise of the Stock Acquisition Rights:
To be determined on Aug. 3, 2004.
7. Exercise Period of Stock Acquisition Rights:
From July 1, 2006 to June 30, 2010.
8. Conditions of Exercise of Stock Acquisition Rights:
(i) Those to whom the stock options are allocated (hereinafter referred to as "grantee(s)") shall be limited to those who actually have positions as directors, managing officers or employees of the Company, or directors of any of its subsidiaries at the time of exercising the stock option right. Provided that a grantee may exercise his/her stock option for a period of six (6) months (but only during the exercisable period) following the date of resignation or retirement if a grantee forfeits any position mentioned above due to expiry of term of office or retirement from the Company.
(ii) ) In case a grantee forfeits the exercise conditions of the stock option, he/she shall immediately lose such stock option, and has to return it to the Company immediately without receipt of consideration.
(iii) Other applicable conditions (including the details regarding item (i) above) shall be as prescribed by the "Stock Option Allocation Agreement," and "Detailed Regulations concerning the Stock Option Allocation Agreement," which shall be entered into by and between the grantees and the Company, pursuant to the relevant resolutions at both the Ordinary General Meeting of Shareholders and the Board of Directors.
9. Non-Capitalization of the Exercise Price:
The Exercise Price shall be credited to capital stock account and non-capital stock account. The portion of the Exercise Price credited to non-capital account shall be determined by multiplying the Exercise Price by 50 percent (any fraction less than one yen resulting from such adjustment will be rounded down to the nearest yen).
10. Restriction of Assignment of Stock Acquisition Rights:
Approval of the Board of Directors of the Company shall be required for assignment of the Stock Acquisition Rights.
11. Individuals who will be allotted Stock Acquisition Rights:
Directors 13 persons
Managing officers 24 persons
General managers 320 persons
Directors of any of its subsidiaries 95 persons (including directors of wholly owned subsidiaries: 35 persons)
12. Schedule of Issuance
July 26, 2004 The meeting of the Board of Directors
July 26, 2004 Filing of the Registration Statement at the Ministry of Finance, Kanto Branch
Aug. 3, 2004 Filing of the Finalized Registration Statement at the Ministry of Finance, Kanto Branch
Aug. 3, 2004 Registration deadline
Aug. 3, 2004 Issue date of Stock Acquisition Rights
[Reference]
(1) Date of resolution of the Board of Directors that decided the proposal at the 81st Annual General Meeting of Shareholders: April 27, 2004
(2) Date of resolution of the 81st Annual General Meeting of Shareholders: June 24, 2004




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