FOR IMMEDIATE RELEASE
We Announces Introduction of Stock Options
We announced today the introduction of a stock option scheme for directors and senior management. The purpose of this scheme is to provide additional incentives to retain top-level management commitment to optimum growth and development of Densei-Lambda.
The board of Directors, at our meeting on May 19, 2000, decided to recommend shareholder approval of a proposal to acquire up to 99,000 shares of shares in Densei-Lambda, at maximum aggregate price of 500 million yen in accordance with Article 210-2 of the Commercial Code to implement the Stock Options Scheme outlined in appendix
The proposal is contingent upon shareholders' approval at the next general shareholders' meeting to be held on June 27, 2000.
For further information, please contact:
Masami Kobashi, Director, Densei-Lambda Tel: 3447-4411
Notes to Editors
About Densei-Lambda:
Headquartered in Tokyo, Densei-Lambda is the Asian hub of operations for Invensys Power Systems. Concentrating on its core power systems division, Densei-Lambda is a research and development center of excellence for DC-DC converters and switching power supply product development, manufacturing and purchasing. It also provides marketing, sales and service support for Invensys Power Systemfs battery and uninterruptible power supply products.
Invensys Power Systems is the American-based world leader in secure power, energy storage, power conversion and telecom energy systems with 16,000 employees and $2.5 billion in sales. Invensys Power Systems is one of four divisions of Invensys plc, the $12 billion London-based leader in automation and controls.
Appendix
Additional Details of Recommended Stock Option Scheme
1. Outline of Acquisition
(1) Type of stock Common par value stock of the Company
(2) Number of shares 99,000 shares
(3) Aggregate purchase price \500,000,000 (maximum)
2. Details of Transfers to Directors and Executive Officers
(1) Manner of Transfer
We will execute with each transferee an option agreement as required under Article 210-2, Clause 2, Sub clause 3 of the Commercial Code, and transfer the shares therewith upon exercising the options.
(2) Transferees
We are 11 individuals who shall be directors or executive officers of Densei-Lambda upon the close of the annual shareholders' meeting of Densei-Lambda, scheduled for June 27, 2000; provided, however, that granting the options to directors is conditional upon our reelection at that meeting.
(3) Number of Shares
Up to an aggregate 99,000 shares. The upper and lower limits for share allocations to individual directors and executive officers are 20,000 and 7,000 shares, respectively.
The number of shares shall be adjusted by the following formula for stock splits or consolidations; provided, however, that the adjustment are only for share still unexercised at that time, and that fractions below one unit from such calculation shall be rounded down to the nearest whole number.
[Number of shares after adjustment] = [Number of shares before adjustment] x [Split or Consolidation Ratio]
In the event of a merger or reorganization, We shall adjust the number of shares as it deems necessary or appropriate, in compliance with the merger or reorganization agreement, based upon resolutions of the Board of Directors.
(4) Transfer Price
The transfer price is \ 2,076 per share (obtained by multiplying the closing price of common stock of Densei-Lambda at the Tokyo Stock Exchange on May 18, 1999, the day before the date of the Board of Directors meeting, by 1.03; and fractions less than one Japanese Yen shall be rounded up to the nearest whole number). However, if such price is lower than the market price of common stock of Densei-Lambda at the date of the option grants, the transfer price shall be the market price. The "market price of common stock at the date of option grants" is the average closing market quotations of the common stock as derived from the Tokyo Stock Exchange over the five dealing days before the date of the grant of options (excluding days on which no transactions occur); fractions less than one Japanese Yen shall be rounded up to the nearest whole number.
The transfer price shall be adjusted using the following formula for stock splits or consolidations; provided, however, that fractions less than one Japanese Yen resulting from such calculation shall be rounded up to the nearest whole number.
[Transfer Price after Adjustment] = [Transfer Price before Adjustment]

[Split or Consolidation Ratio]
The transfer price shall be adjusted by the following formula for a capitalization issue at the lower than the market price; provided, however, that fractions less than one Japanese Yen resulting from such calculation shall be rounded up to the nearest whole number.
[Transfer Price after Adjustment] = [Transfer Price before Adjustment] ~ [Number of shares in issue] + [Number of new shares]
~
[Price paid into per new share]
------------------
[Price per share before the capitalization issue]
---------------------------------
[Number of shares in issue]
+
[Marginal number of shares resulting from the capitalization issue]
In the event of merger or reorganization, We shall adjust the price of shares as it deems necessary or appropriate, in compliance with the merger or reorganization agreement, based upon the resolutions of the Board of Directors.
(5) Date of Grant
The grant date shall be June 30, 2000.
(6) Exercise Period
The exercise period shall be from June 30, 2003, to May 31, 2010.
(7) Conditions on Exercise of Options
  1. The person should be either a director or executive officer of Densei-Lambda when exercising options; provided, however, that he or she may exercise options during the six-month period after termination of employment with Densei-Lambda due to one of the reasons specified in the options agreement executed between the Company and that person.
  2. If the person granted options dies before exercising options, his or her heir may exercise the options within one year after such death.
  3. Options must not be transferred, pledged or disposed of.
  4. Options may be exercised fully or partially (the number of the shares transferred upon each exercise of options should equal a unit or multiples thereof).
  5. The person granted options must exercise them in any one year during the exercise period, without exceeding the following limits; the aggregation of the issue price of the shares of Densei-Lambda due to exercising the options shall not exceed \10,000,000 annually (January 1 through December 31), including the transfer price or issue price of the shares transferred or issued due to exercise of the Densei-Lambda or another company's stock assignment or subscription rights the person exercised during the year, or shall not exceed the upper limit of the option's exercise price applicable to preferential tax treatment in the Special Taxation Measures Law at the time of exercising the options.
  6. In the event of change of control, merger or reorganization of Densei-Lambda after June 28, 2002, the person granted options may exercise the options as the Board of Directors may determine, within a period of six months beginning with the day on which the resolution of such reorganization is carried at the meeting of shareholder's; provided the conditions specified in the option agreement which is executed between Densei-Lambda and the person granted the option should be met.
    After the expiration of the six-month period, the option remains may not be exercised.
  7. Other terms and conditions on the exercise of options shall be provided for in the options agreement to be executed with the Company, based upon the resolutions of the annual shareholders' meeting and the Board of Directors.
(8) Others
The Board of Directors shall determine the contents of the option agreement and the details thereof at its meeting.
3. Conditions Precedent
The resolutions described in Section 1. and 2. above are conditional upon the approval of the acquisition of the shares of Densei-Lambda, as stipulated in Article 210-2 of the Commercial Code, by the shareholders of Densei-Lambda at the annual shareholdersf meeting scheduled for June 27, 2000.