Denso : Other Items Provided Electronically for Notice of the 101st Ordinary General Meeting of Shareholders

Start date of electronic provision measures: May 13, 2024

To Those Shareholders with Voting Rights

Employees within the Group

Major Lenders

Principal Offices and Plants

Status of Accounting Auditor

Summary of the Systems and of Operational Status thereof to Ensure the Propriety of Business Operations

Consolidated Statement of Changes in Equity for the 101st Fiscal Term

Notes to the Consolidated Financial Statements for the 101st Fiscal Term

Non-Consolidated Statement of Changes in Equity for the 101st Fiscal Term

Notes to the Non-Consolidated Financial Statements for the 101st Fiscal Term

In accordance with the relevant laws and regulations and the Articles of Incorporation, the above matters are excluded from the paper copy to be sent to shareholders who have requested it.

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DENSO CORPORATION

Employees within the Group
	Geographical Segment	Number of Employees
	Japan	76,935	(16,264)
	North America	24,480	(1,796)
	Europe	14,178	(3,026)
	Asia	43,590	(9,961)
	Other Regions	2,846	(73)
	Total	162,029	(31,120)

Note: "Number of Employees" indicates the number of persons working within the Group (i.e., exclusive of those loaned from outside the Group to within the Group and inclusive of those loaned from within the Group to outside the Group). The average yearly number of temporary employees (including fixed-term employees, temporary workers dispatched by personnel agencies, part-timers, contract employees, etc.) is indicated in parentheses.

Major Lenders

Name of Lender	Balance of Borrowings
(Millions of yen)
Sumitomo Mitsui Banking Corporation	129,500
MUFG Bank, Ltd.	123,000
Mizuho Bank, Ltd.	65,000
Tokyo Branch, Citibank, N.A.	64,040
The Norinchukin Bank	25,000
Resona Bank, Limited.	16,000
The Bank of Kyoto, Ltd.	15,000
The Hokkaido Bank, Ltd.	14,000
MUFG Bank, Ltd., Syndicate Loan	10,000
Shinkin Central Bank	10,000
The Aichi Bank, Ltd.	10,000
Others	59,000
Total	540,540
Notes:

1. "Major lenders" of the DENSO Group above means the Company's major lenders.
2. MUFG Bank, Ltd., Syndicate Loan refers to a syndicate loan involving several financial institutions, for which the lead manager is MUFG Bank, Ltd.

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Principal Offices and Plants
	1) The Company
	Name	Location (Prefecture)
	Headquarters	Aichi
	Tokyo Office	Tokyo
	Tokyo Division	Tokyo
	Osaka Division	Osaka
	Hiroshima Division	Hiroshima
	Anjo Plant	Aichi
	Nishio Plant	Aichi
	Takatana Plant	Aichi
	Kota Plant	Aichi
	Toyohashi Plant	Aichi
	Hirose Plant	Aichi
	Agui Plant	Aichi
	Toyohashi Higashi Plant	Aichi
	Zemmyo Plant	Aichi
	Kosai Plant	Shizuoka
	Daian Plant	Mie
	Advanced Research and Innovation Center	Aichi
	Global R&D Tokyo	Tokyo
	Global R&D Tokyo, Haneda	Tokyo

2) Subsidiaries

Refer to "BUSINESS REPORT, 1. CURRENT SITUATION OF THE DENSO GROUP, (7) Significant Subsidiaries" in the NOTICE OF THE 101ST ORDINARY GENERAL MEETING OF SHAREHOLDERS.

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Status of Accounting Auditor

(1)	Name of the Accounting Auditor
	Deloitte Touche Tohmatsu LLC
(2)	Fees Payable to the Accounting Auditor for the year ended March 31, 2024
1) Amount of fees to be paid by the Company to the Accounting Auditor pertaining to the	¥173 million
audit for the current year
2) Total of cash and other financial benefits to be paid by the Company and its	¥358 million
subsidiaries to the Accounting Auditor

Notes:

1. The audit agreement entered into by the Accounting Auditor and the Company does not distinguish the fee for the audit under the Companies Act and the fee for the audit under the Financial Instruments and Exchange Act, and the two fees cannot be practically distinguished from each other. Therefore, the fee in 1) above indicates the total of these two kinds of fees.
2. The Company entrusts the Accounting Auditor with advisory services, which are non-audit services other than services set forth for in Article 2, Paragraph 1 of the Certified Public Accountants Act, and pays consideration therefor.
3. Of the Company's significant subsidiaries, some overseas subsidiaries and other companies are audited by Certified Public Accountants ("CPA"), accounting firms or those who have qualifications equivalent to CPAs or accounting firms. Their auditors are other than the Accounting Auditor of the Company.
4. The Audit & Supervisory Board has given the consent of its members with regard to fee for the Accounting Auditor as a result of careful examination of the auditing plans by the Accounting Auditor, the basis for calculations as a premise of the remuneration, and the appropriateness of the progress of accounting audits.

1. Policy on Decisions of Dismissal or Non-Reappointment of Accounting Auditor

1. The Audit & Supervisory Board shall, upon consent of all the Audit & Supervisory Board Members, dismiss the Accounting Auditor if it determines a circumstance falling under any of the items set forth in Article 340, Paragraph 1, of the Companies Act, to have taken place or if the Accounting Auditor is in the status of having violated or conflicted with any provision of the Certified Public Accountants Act.
2. If the Company determines that the appropriate execution of duties by Accounting Auditor is not ensured, the Audit & Supervisory Board shall decide the content of the proposal for the dismissal or non-reappointment of the Accounting Auditor to be submitted to a general meeting of shareholders.

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Summary of the Systems and of Operational Status thereof to Ensure the Propriety of Business Operations

Systems

The Company has resolved at its Board of Directors meetings the following basic policies for its internal control.

1. Systems to Ensure Compliance of the Execution of Duties by Board Members with Laws, Regulations and the Articles of Incorporation
2. 1. Board members shall thoroughly disseminate the universal values, ethics and convictions set forth in the DENSO Philosophy and the DENSO Spirit through their behavior and corporate documents.
   2. Effective mutual supervision by and among board members shall be pursued for decision making by cross- sectional collegial bodies such as various meetings and committees in addition to the executive collegial bodies consisting of the Board of Directors, the Management Deliberation Meeting and the Management Strategy Meeting.
   3. Board members shall endeavor to ensure appropriate financial reporting and appropriately disclose information at the right time.
3. Systems to Keep and Manage Information Pertaining to the Execution of Duties by Board Members

The Company shall appropriately keep and manage important information in accordance with the in-house rules. The minutes of the Board of Directors meetings shall be kept forever.

1. Rules and Other Systems Regarding Loss Risk Management

1. The risks involved in our businesses and investments shall be managed companywide by the executive collegial bodies such as the Board of Directors and the Management Deliberation Meeting in accordance with the in-house rules. At the same time, the Function Group Heads and the Business Group Heads shall manage divisional risks in their respective fields.
2. As for other risk management, the Risk Management Meeting shall generally streamline and manage relevant companywide systems, whereas each responsible department shall manage its relevant risk factors.

1. Systems to Ensure the Efficient Execution of Board Members' Duties

1. The Company shall pursue downsized, efficient management by leveraging the Senior Executive Officer system with fewer board members.
2. The organizational systems, organizational management and authority of the respective organizations shall be determined in accordance with the in-house rules for more systematic and efficient operation of business activities.
3. Under the medium- and long-term management guidelines and annual group guidelines, the Company shall prepare annual plans to form a unified companywide intention to achieve its goals. The progress of the goals and plans, as well as operations at the respective departments, shall be managed and periodically reported in accordance with the in-house rules.

1. Systems to Ensure Compliance of the Execution of Duties by Employees with Laws, Regulations and the Articles of Incorporation

1. The Management Deliberation Meeting shall establish and revise the Code of Conduct, conduct necessary enlightenment activities and prepare proposals for the relevant organizations.
2. The Code of Conduct shall be fully disseminated among all employees via compliance education.
3. The "Corporate Ethics Hotline" shall be operated as an internal reporting system that allows any employee who has an ethical or compliance-related concern to directly communicate such concern to the competent internal department or an outside lawyer.
4. The Internal Audit Department shall internally audit the legality, the propriety and the efficiency of operations in accordance with the in-house rules and improve and reinforce the business management and operation systems at the respective departments based on such valuable input from the Internal Audit Department.

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1. Systems to Ensure the Propriety of Business Operations Conducted by the Corporate Group Consisting of DENSO CORPORATION and Its Subsidiaries

1. Decision making at the respective Group companies shall be conducted on a "reserved authority" basis pursuant to the respective in-house rules, according to a policy of maximally respecting the autonomy of each Group company.
2. Group-widepolicies and plans shall be prepared on a consolidated basis under the medium- and long-term management guidelines and annual group guidelines to unify the Group's intention to achieve its goals. The progress of the goals and plans shall be managed and periodically reported in accordance with the in-house rules.
3. As for risk management and compliance within the Group companies, the Company shall propose guidelines to the respective Group companies to promote the establishment and operation of group-wide systems. The DENSO Group Employee Code of Conduct shall be shared by and disseminated to all the Group companies.
4. Contributing to realizing a sustainable society through business activities shall be positioned as a group-wide important management priority, and the respective specialized organs of the Company shall have the functions of orientation and follow-up on relevant activities of the Group companies.
5. The Domestic DENSO Group Corporate Ethics Hotline shall be operated as an internal reporting system for the Group companies in Japan.
6. Each department shall provide advice and support to ensure the appropriateness of operations at the Group companies through the exchange of information with the Group companies.
7. Each competent department shall monitor and verify the appropriateness of operations at the Group companies.

1. Employees in Cases Where an Audit & Supervisory Board Member Requests That the Company Place Several Employees as Assistants to Support His/Her Duties and the Independence of the Employees Concerned from Board Members in Such Cases

1. The Audit & Supervisory Board Office, which was established as a dedicated organ, shall support the Audit & Supervisory Board Members in conducting their duties.
2. Personnel changes and organizational restructuring of the Audit & Supervisory Board Office shall require the prior consent of the Audit & Supervisory Board or of a standing Audit & Supervisory Board Member appointed by the Audit & Supervisory Board.
3. The board members shall cooperate with the Audit & Supervisory Board Office so that the Office can collect the information necessary for the audits conducted by the Audit & Supervisory Board Members, internally and from any of the Group companies according to the instructions given by the Audit & Supervisory Board Members.

1. Systems to Help Board Members and Employees Report to the Audit & Supervisory Board Members and Other Systems Relating to Reporting to the Audit & Supervisory Board Members

1. The board members of the Company, as well as the board members and Audit & Supervisory Board Members of the Group companies, shall appropriately report on the execution of major business operations, as required, to the Audit & Supervisory Board Members through the division/department that they are in charge of. Furthermore, if they find any facts that could result in detrimental damage to the Company, they shall immediately report such facts to the Audit & Supervisory Board Members.
2. The board members, Audit & Supervisory Board Members, Executive Vice President, Senior Executive Officers, Executive Officers, Senior Directors and employees of the Company and the Group companies shall periodically or occasionally report on their operations to the Audit & Supervisory Board Members if so requested by any Audit & Supervisory Board Member or the Audit & Supervisory Board Office.

1. Other Systems to Ensure Effective Audits by the Audit & Supervisory Board Members

1. To raise the effectiveness of the audits conducted by the Audit & Supervisory Board Members, the board members shall cooperate with them in their auditing activities including attendance at meetings of the Board of Directors and other official meetings such as those of various committees, the examination of important documents such as kessaisho (documents for approval) on operations, audits at the respective departments and the Group companies, and meetings with the Accounting Auditor.

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1. The board members shall ensure that the expenses that would be necessary for the Audit & Supervisory Board Members to execute their duties are provided and that the direct recruiting of necessary external human resources by the Audit & Supervisory Board Members is conducted.
2. The Audit & Supervisory Board Members shall regularly or occasionally exchange information as required with the internal audit department, the Accounting Auditor, and the internal control department.
3. The board members of the Company and the Group companies shall ensure that anyone who has reported to an Audit & Supervisory Board Member does not suffer from detrimental treatment for the reason of having made the said report.

Operational Status

The operational status of several major initiatives to ensure the propriety of business operations implemented during the current fiscal year is as follows:

1. Initiatives to Ensure the Efficient Execution of Duties

1. We downsized the number of board members and achieved speedy decision making and operations by clearly separating and clarifying the roles of board members in charge of management (decision making and supervision) and the Executive Vice President and Senior Executive Officers engaged in the execution of business operations.
2. We have formulated the Authority Rules, the Organizational Management Rules, the Collegial Body Rules and the Conference and Committee Rules for more systematic and efficient operation of business activities.
3. The DENSO Group Long-term Policy 2030 was established to unify the group-wide intention to achieve its goals.
4. The progress of the goals and plans in terms of sales, profit, productivity and other factors is reported to the Management Deliberation Meeting every month to prepare for necessary follow-up actions.

1. Risk Management-Related Initiatives

1. Important risks involved in our businesses and investments are deliberated and decided by the Board of Directors, the Management Deliberation Meeting and the Management Strategy Meeting. During the current fiscal year, 13 Board of Directors meetings, 41 Management Deliberation Meetings and 22 Management Strategy Meetings were held.
2. The Risk Management Meeting, which was established to reinforce the group-widerisk-response capability, set priority tasks and followed up on relevant measures.
3. We selected risk items to be managed companywide based on risk assessment results as well as items in the fields of occupational accidents, quality-related issues, information security and the like. Each responsible department in charge of companywide risk factors made or conducted necessary onsite diagnosis and educational or training sessions. For example, QC diagnosis workshops, opportunities to confirm and provide guidance on structural reinforcement activities for quality improvement, were held at six internal divisions/departments and eight Group companies as training bases.
4. To reinforce group-wide risk management, we appointed a CRO (Chief Risk Officer) and established organizations for controlling risk management.

1. Compliance-RelatedInitiatives

1. Effective mutual supervision by and among board members is pursued for decision making by cross-sectional official meetings such as the Production Supply Strategy Meeting and the M&A Strategy Meeting, in addition to the executive collegial bodies consisting of the Board of Directors, the Management Deliberation Meeting and the Management Strategy Meeting.
2. The respective official meetings set priority tasks and followed up on relevant activities during the current fiscal year, aimed at the practice and steady implementation of trusted corporate activities.
3. We offered compliance education for newly appointed management executives, as well as discussions at work sites and Intranet-based compliance tests.

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1. We took diverse measures to prevent individual compliance infringements such as education for the prevention of bribery and corruption.
2. To prevent infringement with antitrust laws, we took measures, such as the inspection of meetings with any competitive companies and external e-mails, as well as education to thoroughly reinforce compliance with antitrust laws.
3. We offered and enhanced education about the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors and fair transactions, including clarifying explicit discussions with suppliers in pricing decisions.
4. We strove to disseminate the "Corporate Ethics Hotline," the internal whistle-blowing system, and each competent department responsibly handled specific reporting and counseling cases.
5. The internal audit department conducted audits for 29 internal functional departments and five internal divisions/departments based on three themes according to its annual auditing plan. The department also conducted audits for 42 domestic and overseas Group companies.

1. Group Control-Related Initiatives

1. We streamlined the DENSO Management Manual, which stipulates the decision-making scheme for Group companies based on the reserved authority system. As for business operations beyond the discretionary framework of the respective Group companies, including cases of high-value capital investments and/or significant contracts, decision making is based on consultations between the competent department and the relevant Group companies.
2. We promote the establishment and operation of group-wide systems by proposing risk/compliance-related guidelines, including the Risk Management Regulations and the Basic Policies on Information Security.
3. We held global conferences by business group or by functional center and provided assistance and advice to Group companies for the purpose of exchanging information and ensuring appropriate operations.

1. Initiatives to Ensure Effective Audits by the Audit & Supervisory Board Members

1. Based on the annual auditing plan, the Audit & Supervisory Board Members of the Company conducted audits for 53 internal departments/divisions and 49 domestic/overseas Group companies during the current fiscal year.
2. The Audit & Supervisory Board Members attended official meetings of the Company including the Board of Directors, the Management Deliberation Meeting and the Management Strategy Meeting, examined kessaisho documents for decision making on important business operations and expressed remarks thereon, as required.
3. The Audit & Supervisory Board Office was established as an organ to support the Audit & Supervisory Board Members in conducting their duties, and three persons are designated thereat.
4. The Audit & Supervisory Board Members had occasional meetings to exchange opinions as required with the board members, Executive Vice President, Senior Executive Officers, Executive Officers, and/or Senior Directors, and the Audit & Supervisory Board conducted hearings on their execution of business operations. In addition, the Finance & Accounting Division, the Human Resources Division, the Legal Division and the like regularly reported on proper business operations to the Audit & Supervisory Board Members.
5. The Audit & Supervisory Board Members regularly or occasionally exchanged information as required with the internal audit department, the Accounting Auditor, and the internal control department.
6. The Audit & Supervisory Board Members regularly held liaison meetings with the Audit & Supervisory Board Members of the Group companies and separately exchanged information, as required, with the Audit & Supervisory Board Members of the respective Group companies.
7. The Audit & Supervisory Board Members Reporting Regulations prohibit detrimental treatment of any person who has reported to an Audit & Supervisory Board Member.

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DENSO CORPORATION

Consolidated Statement of Changes in Equity

(From April 1, 2023, to March 31, 2024)

											(Millions of yen)
			Equity attributable to owners of the parent company
							Other components of equity
	Capital	Capital		Treasury		Net fair value				Exchange
			gain on equity	Remeasurements	differences on
	stock	surplus		stock			instruments	of defined benefit		translating
						designated as	pension plans		foreign
							FVTOCI				operations
Balance as of April 1, 2023	187,457	273,664		(252,270)		660,038			-		300,274
Profit for the year	-	-		-		-			-		-
Other comprehensive income	-	-		-		954,695			18,329		217,980
Comprehensive income for the	-	-		-		954,695			18,329		217,980
year
Acquisition of treasury stock	-	-		(200,024)		-			-		-
Disposal of treasury stock	-	44		154		-			-		-
Dividends	-	-		-		-			-		-
Changes in the ownership
interest in subsidiaries without	-	(227)		-		-			-		-
loss of control
Transfer to retained earnings	-	-		-		(54,352)		(18,329)		-
Transfer to other comprehensive
income associated with assets	-	-		-		(258,936)		-		-
held for sale
Other increase (decrease)	-	-		-		-			-		-
Total transactions with the	-	(183)		(199,870)		(313,288)		(18,329)		-
owners
Balance as of March 31, 2024	187,457	273,481		(452,140)		1,301,445			-		518,254
	Equity attributable to owners of the parent company
	Other components of	Other					Non-
	equity	comprehen-
	Cash			sive income		Retained		Total	controlling	Total equity
			associated		earnings		interests
	flow	Total
	with assets
	hedges
			held for sale
Balance as of April 1, 2023	(4,483)	955,829	-		3,212,248		4,376,928	202,783	4,579,711
Profit for the year	-	-	-		312,791		312,791	42,782	355,573
Other comprehensive income	342	1,191,346	-		-		1,191,346	10,721	1,202,067
Comprehensive income for the	342	1,191,346	-		312,791		1,504,137	53,503	1,557,640
year
Acquisition of treasury stock	-	-	-		-		(200,024)		-	(200,024)
Disposal of treasury stock	-	-	-		-		198		-	198
Dividends	-	-	-		(146,029)		(146,029)	(42,559)	(188,588)
Changes in the ownership
interest in subsidiaries without	-	-	-		-		(227)	(2,251)	(2,478)
loss of control
Transfer to retained earnings	-	(72,681)	-		72,681		-		-	-
Transfer to other comprehensive
income associated with assets	-	(258,936)	258,936		-		-		-	-
held for sale
Other increase (decrease)	-	-	-		3		3		43	46
Total transactions with the	-	(331,617)	258,936		(73,345)		(346,079)	(44,767)	(390,846)
owners
Balance as of March 31, 2024	(4,141)	1,815,558	258,936		3,451,694		5,534,986	211,519	5,746,505

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Notes to the Consolidated Financial Statements

1. Basis of Presenting the Consolidated Financial Statements

1. Basis of preparation of the consolidated financial statements
   The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (hereinafter "IFRS") under the provision of Article 120, Paragraph 1 of the Rules of Corporate Accounting. Certain disclosures required by IFRS have been omitted from these consolidated financial statements under the provision set forth in the second sentence of said paragraph.
2. Scope of consolidation
3. 1. Number of consolidated subsidiaries: 193
   2. Names of the principal consolidated subsidiaries:

(Domestic)

A total of 57 companies including DENSO ELECTRONICS CORPORATION, DENSO SOLUTION JAPAN CORPORATION, and DENSO TEN LTD.

(Overseas)

A total of 136 companies including DENSO INTERNATIONAL AMERICA, INC., DENSO MANUFACTURING MICHIGAN, INC., DENSO MANUFACTURING TENNESSEE, INC., DENSO MANUFACTURING ATHENS TENNESSEE, INC., DENSO SALES CANADA, INC., DENSO MEXICO S.A. DE C.V., DENSO EUROPE B.V., DENSO MANUFACTURING HUNGARY LTD., DENSO INTERNATIONAL ASIA PTE., LTD. (Singapore), DENSO (THAILAND) CO., LTD., SIAM DENSO MANUFACTURING CO., LTD., DENSO SALES (THAILAND) CO., LTD., PT. DENSO SALES INDONESIA, DENSO (CHINA) INVESTMENT CO., LTD., TIANJIN DENSO ELECTRONICS CO., LTD. and GUANGZHOU DENSO CO., LTD.

1. Application of the equity method
2. 1. Number of associates accounted for by the equity method: 70
   2. Name of the principal associates accounted for by the equity method:

(Domestic) TSUDA INDUSTRIES CO., LTD., ADVICS CO., LTD., Toshiba Information Systems (Japan) Corporation and 19 other companies (a total of 22)

(Overseas) MICHIGAN AUTOMOTIVE COMPRESSOR, INC. and 47 other companies (a total of 48)

1. Summary of significant accounting policies
2. 1. Business combination and goodwill
      Business combinations are accounted for using the acquisition method. Consideration transferred in a business combination is measured at as the sum of the acquisition-date fair value of the assets transferred, the liabilities assumed and equity instruments issued by the Company and its subsidiaries (hereinafter the "Group") in exchange for control over an acquiree. Acquisition-related costs incurred are recognized as expenses.
      Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation are initially measured either at fair value or at the non-controlling interests' proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non- controlling interests are measured at fair value or, when applicable, on the basis specified in other versions of IFRS.
      The identifiable assets acquired and the liabilities assumed are measured at their fair values at the acquisition date, except:
   2. • Deferred tax assets (or liabilities) and liabilities (or assets) related to employee benefit arrangements are recognized and measured in accordance with International Accounting Standard ("IAS") 12
        Income Taxes and IAS 19 Employee Benefits, respectively;
      • Assets or disposal groups that are classified as held for sale in accordance with IFRS 5 Non-currentAssets Held for Sale and Discontinued Operations are recognized and measured in accordance with the standard; and
      • Liabilities or equity instruments related to share-based remuneration of the acquiree or share-based remuneration of the Group entered into to replace such arrangements of the acquiree are measured in

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