Articles of Incorporation
Management and
Company Information
Articles of Incorporation Original
1st Ordinary General Meeting of Shareholders, May 30, 1950
Chapter I General Provisions
Article 1
The Company shall be called NIPPONDENSO Co., Ltd.
Article 2
The purpose of the Company shall be to engage in the following businesses.
- Manufacture and sale of automotive electrical equipment
- Manufacture and sale of automotive radiators
- Manufacture and sale of battery electric vehicles
- Manufacture and sale of electrical machinery and equipment
- All business incidental and related to the above items
Article 3
The Company shall have its headquarters in Kariya-cho, Hekikai-gun, Aichi Prefecture.
Article 4
Public notices of the Company shall be published in the Chunichi Shimbun, a newspaper published in Nagoya.
Chapter II Capital & Stock
Article 5
The total capital of the Company shall be 15,000,000 yen, which shall be divided into 300,000 shares, each share being worth 50 yen.
Article 6
All shares of the Company shall be in registered form and classified into five types: single-share certificates, 5-share certificates, 10-share certificates, 50-share certificates, and 100-share certificates.
Article 7
Any person who acquires shares of the Company and requests a transfer of title shall do so by joint signature with the transferor in accordance with the Company’s prescribed method.
However, in the case of an endorsement transfer, only the acquirer may make a request.
The preceding paragraph shall also apply in the case of the establishment, transfer, or cancellation of a pledge.
Article 8
In the event of inheritance, bequest, or other legal transfer of shares, a request shall be made by attaching the share certificates to the documents evidencing such transfer and to the Company's prescribed request form.
Article 9
Any person who wishes to have an indication that shares are held in trust or cancellation thereof registered shall make a request in accordance with the Company’s prescribed method.
Article 10
Any person who wishes to receive new share certificates due to damage to or separation/consolidation of share certificates, etc. shall submit a written request in accordance with the Company’s prescribed method, stating the reason and attaching the share certificates.
Share certificates that are no longer needed pursuant to the preceding paragraph shall be discarded by the Company.
Article 11
Any person who wishes to receive a new share certificate due to loss of a share certificate shall obtain a judgment of discharge and make a request for a new share certificate in accordance with the Company’s prescribed method,attaching the original or a certified copy of such judgment.
If it is difficult to determine the authenticity of a share certificate due to damage, the preceding paragraph shall apply as if the share certificate were lost.
Article 12
In the event of a share transfer, registration of pledge or cancellation thereof, indication of trust assets or cancellation thereof, and issuance of a new share certificate, the Company shall charge a fee as prescribed by the Company.
Article 13
A shareholder or pledgee or legal representative thereof shall inform the Company of his/her seal and address or other place where he/she is to receive notifications or, if he/she has an address in a remote area, an address designated for receiving notifications where mail will arrive within seven days, and the same shall apply in the event of any change thereof.
The Company shall be solely responsible for any damage or notifications caused by a failure to make the notification set forth in the preceding paragraph.
Article 14
The transfer of title of shares shall be suspended from the day following the final day of each fiscal year until the close of the ordinary general meeting of shareholders relating to that fiscal year, or from the date of publication of the newspaper containing a public notice of the convening of an extraordinary general meeting of shareholders, or from the date of issuance of a notice of the convening of such meeting until the close of such meeting, whichever comes first.
If necessary, the transfer of title of shares may be suspended for a certain period of time with prior public notice.
If the transfer of title is suspended pursuant to the provisions of the preceding two paragraphs, the transfer and cancellation of the pledge, the indication that the pledge is trust property, and the registration of cancellation may also be suspended.
Chapter III General Meetings of Shareholders
Article 15
An ordinary general meeting of shareholders shall be convened within sixty days from the day following the close of each fiscal year, with extraordinary general meetings of shareholders being convened as necessary.
General meetings of shareholders may be convened at the location of the headquarters or an adjacent location, or in Nagoya.
Article 16
In the case of a general meeting convened pursuant to the provisions of Article 237(1) and (2) of the Commercial Code, the cost of convening the meeting shall be borne by the shareholder who made the request.
Article 17
A shareholder may exercise his/her voting rights via proxy only if that proxy is a shareholder of the Company.
Article 18
The president or a director shall preside as chair of the general meeting of shareholders, whereupon he/she shall arrange the agenda and, in the event of a tie vote on a resolution, shall render a decision.
Article 19
The minutes of the general meeting of shareholders shall include a summary of the proceedings and the results thereof, and shall be signed by the chair and the attending directors and corporate auditors and retained at the headquarters of the Company.
Chapter IV Officers
Article 20
The Company shall have not more than eight directors and not more than five corporate auditors.
Article 21
The term of office of officers shall expire at the conclusion of the sixth and fourth annual general meetings of shareholders for directors and corporate auditors, respectively, after their assumption of office.
Officers shall not be eligible for reappointment.
Article 22
If there is a vacancy on the Board of Directors and the number of directors is below the legally stipulated number, another director may be appointed as necessary.
Article 23
The term of office of a director or corporate auditor who becomes an officer as a substitute or to increase the number of officers shall expire at the end of the term of office of the other incumbents.
Article 24
The Company may appoint one president, one senior executive director, and a few managing directors by mutual vote of the directors.
The president, senior managing directors, and managing directors shall each represent the Company.
The Company shall have no more than two (2) standing corporate auditors, who shall be appointed by the corporate auditors from among themselves.
Article 25
The remuneration of directors and corporate auditors shall be determined as appropriate by resolution of the directors, not to exceed three million yen per term.
Article 26
Advisors may be recommended or managers may be appointed by resolution of the directors.
Advisors shall be entitled to attend meetings of the Board of Directors and express their opinions.
Chapter V Calculation
Article 27
The business year of the Company shall be from April 1 to September 30 and from October 1 to March 31 of the following year, and the Company shall settle its accounts for each of these periods.
Article 28
The Company shall determine its profit/loss by deducting expenses, losses, and depreciation of fixed assets from total annual profit, and shall distribute this amount as follows by resolution of the general meeting of shareholders.
- (1) Legal reserve: At least 5%
- (2) Reserve for tax payment: At least the statutory amount
- (3) Bonuses to directors and corporate auditors: A certain amount
- (4) Shareholder dividends: A certain amount
- (5) If any balance remains after deducting the preceding items from the amount brought forward to the second half of the fiscal year
However, other necessary items may be provided in addition to the preceding items.
Article 29
Dividends shall be paid to shareholders or pledgees registered in the shareholder registry as of the final day of each fiscal year at a location designated by the Company.
Dividends paid to shareholders may be considered as income of the Company when claimed for a full three years from the date of payment.
Article 30
When a shareholder or a creditor of the Company requests the delivery of a transcript or extract in accordance with Article 282(2) of the Commercial Code,the shareholder or creditor shall pay the fee prescribed by the Company.
Articles of Incorporation Current
Articles of Incorporation of DENSO Corporation
(41st revision, June 21, 2022)
Chapter I General Provisions
（Trade Name）
Article 1
The name of the Company shall be Kabushikigaisha Denso. In English, the name shall be written DENSO CORPORATION.
（Purpose）
Article 2
The purpose of the Company shall be to engage in the following businesses.
- Manufacture, sale, lease, and repair of electrical and electronic components and other equipment and systems for various types of transportation equipment, including automobiles, industrial vehicles, railroad vehicles, ships, and aircraft, as well as for space equipment and other prime movers
- Manufacture, sale, lease, and repair of air conditioning, refrigeration, and environmental control equipment and systems, including air pollution control equipment
- Services, software development and sales, and manufacture, sale, lease, and repair of equipment and systems related to information processing, information communications, and information provision
- Manufacture, sale, lease, and repair of housing-related equipment and systems related to water supply, drainage, and various surveillance monitors, etc.
- Manufacture, sale, lease, and repair of machine tools, measuring instruments, and automatic labor-saving equipment and systems such as industrial robots and various control devices
- Manufacture, sale, lease, and repair of medical equipment, nursing care equipment, and fire, crime, and disaster prevention equipment
- Manufacture and sale of products and their materials made of special metals, synthetic resins, ceramics, carbon fiber, etc.
- Design and construction of agricultural facilities, manufacture, sale, lease, and repair of agricultural equipment, and production, processing, and sale of agricultural produce
- Manufacture and sale of accessories, parts, and supplies related to the preceding items
- Transportation, cargo handling, warehousing, and travel services
- Planning, design, execution, management, and outsourcing of construction work, civil engineering work, electrical work, machinery and equipment installation work, and related ancillary work
- Financial services, general leasing, and worker dispatch services
- Clerical work, diagnosis, and guidance related to accounting, including bookkeeping and closing of accounts, and personnel affairs, including payroll calculation, social insurance, and employee benefits
- Sale and purchase, lease, brokerage, and management of real estate
- Operation and management of facilities for education, sports, lodging, catering, retail, parking, etc.
- Non-life insurance agency business and life insurance solicitation business
- Engineering, consulting, invention, and research related to the preceding items, and use thereof
- All business incidental and related to the preceding items
（Location of Headquarters）
Article 3
The Company shall have its headquarters in Kariya-shi, Aichi Prefecture.
（Organization）
Article 4
The Company shall have the following bodies in addition to the General Meetings of Shareholders and the Board of Directors.
- Board of Directors
- Corporate Auditors
- Board of Corporate Auditors
- Accounting Auditors
（Method of Issuing Public Notices）
Article 5
Public notices of the Company shall be issued electronically. However, if a public notice cannot be issued electronically due to an accident or other unavoidable reason, it shall be published in the Nihon Keizai Shimbun and the Chunichi Shimbun newspapers.
Chapter 2 Stock
（Total Number of Shares Authorized to be Issued）
Article 6
The total number of authorized shares of the Company shall be 1.5 billion.
（Number of Shares per Unit）
Article 7
The number of shares constituting one unit of stock of the Company shall be one hundred.
（Acquisition of Treasury Stock）
Article 8
The Company may acquire treasury stock by resolution of the Board of Directors pursuant to Article 165(2) of the Companies Act.
（Rights Regarding Shares Less than One Unit）
Article 9
A shareholder of the Company may not exercise any rights with respect to shares less than one unit of stock held by such shareholder other than the following rights.
- Rights listed in each item of Article 189(2) of the Companies Act
- The right to receive allotment of offered shares and offered stock acquisition rights in proportion to the number of shares held by the shareholder
- The right to request to purchase additional shares of less than one unit as set forth in the following Article
（Request to Purchase Additional Shares Less than One Unit）
Article 10
A shareholder of the Company may request, pursuant to the share handling regulations, that the Company sell to him/her the number of shares that, when added to the number of shares constituting less than one unit of stock held by such shareholder, would constitute one unit.
（Shareholder Registry Administrator）
Article 11
(1) The Company shall appoint a shareholder registry administrator.
- (2) The shareholder registry administrator and the handling office shall be appointed by resolution of the Board of Directors and public notice thereof shall be given.
- (3) The preparation and keeping of the shareholder registry and the share option registry of the Company, along with other business relating to the shareholder registry and the share option registry, shall be entrusted to the shareholder registry administrator, and shall not be handled by the Company.
（Share Handling Regulations）
Article 12
The handling and handling fees relating to shares and share options of the Company shall be governed by the share handling regulations established by the Board of Directors in addition to laws and these Articles of Incorporation.
Chapter 3 General Meetings of Shareholders
（Convening of General Meetings）
Article 13
(1) An ordinary general meeting of shareholders shall be convened in June of each year, and extraordinary general meetings of shareholders shall be convened as necessary.
- (2) General meetings of shareholders may be convened at the location of the headquarters or an adjacent location, or in Nagoya.
（Record Date for Ordinary General Meetings of Shareholders）
Article 14
The record date for voting rights at ordinary general meetings of shareholders of the Company shall be March 31 of each year.
（Chair of General Meetings）
Article 15
The chair of general meetings of shareholders shall be the president of the Company. If the president is unable to perform this duty, another director shall take his/her place as determined by the Board of Directors.
（E-Provisioning Measures, etc.）
Article 16
(1) The Company shall, when convening a general meeting of shareholders, provide in electronic form information that is the contents of the reference documents for such general meeting of shareholders.
- (2) The Company may exclude all or part of the matters for which electronic provision measures are taken and which are provided for in the applicable ordinance of the Ministry of Justice, from the documents to be delivered to any shareholder who has made a request for delivery of documents by the record date for voting rights.
（Exercise of Voting Rights by Proxy）
Article 17
(1) A shareholder may exercise his/her voting rights via a proxy who is also a shareholder of the Company with voting rights.
- (2) The shareholder or proxy must submit to the Company a document evidencing his/her authority of representation at that general meeting of shareholders.
（Method of Resolution）
Article 18
(1) Resolutions of general meetings of shareholders shall, unless otherwise provided by law or the Articles of Incorporation, be passed by a majority of the votes of eligible voting shareholders present at the meeting.
- (2) Resolutions provided for in Article 309(2) of the Companies Act shall be passed by no less than two-thirds of the votes of the shareholders present at the meeting, where a quorum of no less than one-third of all eligible voting shareholders is present.
Chapter 4 Directors and Board of Directors
（Capacity）
Article 19
The Company shall have no more than twenty directors.
（Appointment）
Article 20
(1) Directors shall be appointed by resolution of a general meeting of shareholders.
- (2) The appointment of directors shall be passed by a majority of the votes of the shareholders present at the meeting, where a quorum of no less than one-third of all eligible voting shareholders is present.
- (3) The appointment of directors shall not be by cumulative voting.
（Term of Office）
Article 21
The term of office of a director shall expire at the close of the ordinary general meeting of shareholders relating to the final fiscal year ending within one year after his/her appointment.
（Remuneration, etc.）
Article 22
Remuneration, bonuses and other property benefits to be received by a director from the Company in consideration for the execution of his/her duties (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of a general meeting of shareholders.
（Convening of Board of Directors Meetings and Rules of the Board of Directors）
Article 23
(1) Notice of a meeting of the Board of Directors shall be given to each director and corporate auditor at least two days prior to the date of the meeting. However, this period may be shortened in an emergency.
- (2) In addition to the preceding paragraph, the operations of the Board of Directors shall be governed by the Regulations of the Board of Directors established by the Board of Directors.
（Omission of Resolutions of the Board of Directors）
Article 24
The Company shall deem a resolution of the Board of Directors to have been passed when the requirements of Article 370 of the Companies Act have been fulfilled.
（Representative Director and Appointed Directors）
Article 25
(1) The Board of Directors shall, by its resolution, appoint directors to represent the Company from among all the directors.
- (2) The Board of Directors may, by its resolution, appoint one chair of the Board of Directors, one president, and a few vice-chairs of the Board of Directors and executive vice presidents.
（Advisors）
Article 26
The Board of Directors may, by its resolution, appoint a director advisor and a few advisors.
（Exemption of Directors from Liability）
Article 27
(1) The Company may, pursuant to Article 426(1) of the Companies Act and to the extent permitted by law, exempt directors (including former directors) from liability for damages due to negligence of their duties by resolution of the Board of Directors.
- (2) The Company may, pursuant to Article 427(1) of the Companies Act, enter into an agreement with directors other than executive directors to limit their liability for damages due to negligence of their duties. However, the maximum liability based on such agreement shall be the amount stipulated by law.
Chapter 5 Corporate Auditors and the Board of Corporate Auditors
（Capacity）
Article 28
The Company shall have no more than five corporate auditors.
（Appointment）
Article 29
(1) Corporate auditors shall be appointed by resolution of a general meeting of shareholders.
- (2) The appointment of corporate auditors shall be passed by a majority of the votes of the shareholders present at the meeting, where a quorum of no less than one-third of all eligible voting shareholders is present.
（Term of Office）
Article 30
(1) The term of office of a corporate auditor shall expire at the close of the ordinary general meeting of shareholders relating to the final fiscal year ending within four years after his/her appointment.
- (2) The term of office of a corporate auditor appointed to fill a vacancy left by a corporate auditor who retires before the expiration of his/her term of office shall expire when the term of office of the retiring corporate auditor would have expired.
（Remuneration, etc.）
Article 31
Remuneration, etc. to be received by a corporate auditor shall be determined by resolution of a general meeting of shareholders.
（Convening of Board of Corporate Auditors Meetings and Rules of the Board of Corporate Auditors）
Article 32
(1) Notice of a meeting of the Board of Corporate Auditors shall be given to each corporate auditor at least two days prior to the date of the meeting. However, this period may be shortened in an emergency.
- (2) In addition to the preceding paragraph, the operations of the Board of Corporate Auditors shall be governed by the Regulations of the Board of Corporate Auditors established by the Board of Corporate Auditors.
（Standing Corporate Auditor）
Article 33
The Board of Corporate Auditors shall, by its resolution, appoint a standing corporate auditor.
（Exemption of Corporate Auditors from Liability）
Article 34
(1) The Company may, pursuant to Article 426(1) of the Companies Act and to the extent permitted by law, exempt corporate auditors (including former corporate auditors) from liability for damages due to negligence of their duties by resolution of the Board of Directors.
- (2) The Company may, pursuant to Article 427(1) of the Companies Act, enter into an agreement with corporate auditors to limit their liability for damages due to negligence of their duties. However, the maximum liability based on such agreement shall be the amount stipulated by law.
Chapter 6 Calculation
（Business Term）
Article 35
The business term of the Company shall begin on April 1 of each year and end on March 31 of the following year.
（Dividends of Surplus, etc.）
Article 36
(1) The Company shall pay dividends of surplus to shareholders or registered share pledgees whose names appear or are recorded in the final shareholder registry as of March 31 of each year.
- (2) The Company may pay dividends of surplus to shareholders or registered share pledgees whose names appear or are recorded in the final shareholder register as of September 30 of each year, as provided in Article 454(5) of the Companies Act.
- (3) In addition to the preceding two paragraphs, and except as otherwise provided by law, the Company may, by resolution of the Board of Directors, determine the matters set forth in each item of Article 459(1) of the Companies Act.
（Dividend Exclusion Period and Interest）
Article 37
(1) If dividend assets are in the form of money, the Company shall be discharged from the obligation to pay such dividends if they have not been received for a period of three full years from the date on which the payment of such dividends was fixed.
- (2) Unpaid dividends of surplus shall bear no interest.