Notice Regarding the Allotment of Stock Options (Stock Acquisition Rights)
KARIYA(Japan) ―DENSO Corporation (the "Company ") hereby makes the following announcement. At the meeting of the board of directors held on July 11, 2008, the board of directors determined the details of stock acquisition rights, approved at the 85th Annual General Meeting of Shareholders on June 25, 2008, pursuant to Article 236, 238, and 239 of the Company Law.
The amount to be paid upon exercise of Stock Acquisition Rights and other items to be determined shall be decided on August 1, 2008 (Allotment Date of Stock Acquisition Rights).
1. Type/Number of Shares under Stock Acquisition Rights:
1,873,000 shares of common stock of the Company.
2. Aggregate Number of Stock Acquisition Rights to be Issued:
18,730 Stock Acquisition Rights (the number of shares per a Stock Acquisition Right shall be 100
3. Individuals who will be Allotted Stock Acquisition Rights:
Company Directors, Managing Officers, Senior Technical Executives (43 persons) 7,530 rights
Company General Managers, Senior General Managers (417 persons) 8,340 rights
Directors of any of its subsidiaries (124 persons) 2,860 rights
4. Amount to be Paid in Exchange for Stock Acquisition Rights:
No payment of money shall be required with respect to the stock acquisition rights.
5. Amount of Asset to be Invested upon Exercise of Stock Acquisition Rights:
To be determined on August 1, 2008.
6. Allotment Date of Stock Acquisition Rights:
August 1, 2008
7. Exercise Period of Stock Acquisition Rights:
From August 1, 2010 to July 31, 2014.
8. Conditions of Exercise of Stock Acquisition Rights:
(i) Those to whom the stock options are allotted (hereinafter referred to as “grantee(s)”) shall be limited to those who actually have positions as directors, managing officers, senior technical executives 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 one year (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. Restriction of Assignment of Stock Acquisition Rights:
Approval of the board of directors of the Company shall be required for acquirement of the stock acquisition rights by assignment.
10. Matters regarding Increase of Capital and Capital Reserve in Case of Issuance of Shares through Exercise of Stock Acquisition Rights:
(i) The amount of capital to be increased in case of issuance of shares through exercise of the stock acquisition rights shall be one-half of the maximum increasable amount of capital, etc., calculated in accordance with Paragraph 1, Article 40 of the Company Calculation Rules, and any fraction less than one yen arising from the calculation shall be rounded up to the nearest yen.
(ii) The amount of capital reserve to be increased in case of issuance of shares through exercise of the stock acquisition rights shall be the maximum increasable amount of capital, etc., in subparagraph (i) above less the amount of capital to be increased provided in (i) above.
DENSO Corporation, headquartered in Kariya, Aichi prefecture, Japan, is a leading global supplier of advanced technology, systems and components. Its customers include all the world's major carmakers. Worldwide, the company employs approximately 119,000 people in 32 countries and regions, including Japan. Consolidated global sales for the fiscal year ended March 31, 2008 totaled US$40.2 billion. DENSO common stock is traded on the Tokyo, Osaka and Nagoya stock exchanges. For more information, go to www.globaldenso.com, or visit our media website at www.densomediacenter.com.