101st Ordinary General Shareholders Meeting: Notice of Convocation

This document has been translated from a part of the Japanese original for reference purposes only. In the any discrepancy between this translated document and the Japanese original, the original shall prevail.

101st Ordinary General Shareholders Meeting: Notice of Convocation

Date and Time: Wednesday, June 26, 2024, at 10:00 a.m.

Venue: Head Office Main Building, Nissan Shatai Co., Ltd. 2-1 Tsutsumicho, Hiratsuka, Kanagawa

(Code no.: 7222) June 5, 2024

Dear shareholders:

2-1 Tsutsumicho, Hiratsuka, Kanagawa

Haruhiko Yoshimura, President

101st Ordinary General Shareholders Meeting: Notice of Convocation

Notice is hereby given that the 101st Ordinary General Shareholders Meeting of the Company (the "Meeting") will be held as described below. You are cordially invited to attend the Meeting.

When convoking this General Shareholders Meeting, we have taken measures for electronic provision regarding the information consisting of the Reference Materials for General Shareholders Meeting, etc. (Electronic Provision Measures Matters) and have posted the information on the Nissan Shatai website on the Internet, so please access the following website to confirm it.

Note that the paper-based documents we send out also serve as the paper-based documents stating the Electronic Provision Measures Matters stipulated in the items in the Companies Act, Article 325-3, Paragraph 1 which should be delivered to all of the shareholders who requested the delivery of paper-based documents.

Nissan Shatai website: https://www.nissan-shatai.co.jp/EN/IR/index.html

(Please confirm the information by accessing the above website and selecting from the menus in the order "FOR INVESTORS," "Stocks & Bonds," "General Shareholders Meeting," "101st Ordinary General Shareholders Meeting: Notice of Convocation.")

Furthermore, the Electronic Provision Measures Matters are posted on the website of the Tokyo Stock Exchange in addition to the Nissan Shatai website, so please confirm them at the following link.

Tokyo Stock Exchange website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Please confirm the information by accessing the above Tokyo Stock Exchange website, entering and searching for the securities code (7222) in "Issue name (company name)"or "Code,"selecting the items in the order of "Basic information"and "Documents for public inspection/PR information,"and accessing the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting"field under "Filed information available for public inspection.")

Note that when not attending the Meeting in person, you can submit votes in writing or electronically (Internet, etc.), so please study the Reference Materials for General Shareholders Meeting and submit votes no later than 5:30 p.m. on June 25, 2024 (Tuesday).

- 1 -

1. Date and Time

Wednesday, June 26, 2024 at 10:00 a.m.

2. Venue

Head Office Main Building

Nissan Shatai Co., Ltd.

2-1 Tsutsumicho, Hiratsuka, Kanagawa

3. Agenda Items Matters to be reported:

1. 101st fiscal Business Report (April 1, 2023 to March 31, 2024)

Consolidated Financial Statements, and Audit Reports by Accounting Auditor and Board of Statutory Auditors

2. 101st fiscal Financial Statements (April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of One Director

Proposal 3: Election of One Statutory Auditor

Proposal 4: Election of One Substitute Statutory Auditor

Proposal 5: Change to the Articles of Incorporation Pertaining to the Establishment of a Minority Shareholder Protection Committee

4. Information concerning voting at the General Shareholders Meeting

1. If voting forms are returned without any votes entered for any proposals, the shareholder will be counted as having voted yes for the Company proposals and no for the shareholder proposal.
2. The content of each proposal is as stated in the Reference Materials for General Shareholders Meeting below, but the Nissan Shatai Board of Directors is opposed to the shareholder proposal (Proposal 5). Please refer to page 13 to page 16 regarding the shareholder proposal and the opinion of the Nissan Shatai Board of Directors regarding the shareholder proposal.
3. If a shareholder uses the Internet, etc. to vote more than once, the last votes by the Internet, etc. received will be counted.
4. If a shareholder submits votes by using both the voting form and the Internet, etc., irrespective of the time the votes were received, the votes received using the Internet, etc. will be counted.

• When attending the Meeting in person, please present the enclosed voting form at reception.
• If any revisions are made to the Electronic Provision Measures Matters, the fact that an amendment has been made, the matters before the amendment and the matters after the amendment will be posted on the above Nissan Shatai website and the Tokyo Stock Exchange website on the Internet.
• • 2 -

Reference Materials for General Shareholders Meeting Proposals and Matters for Reference

＜Company Proposals (Proposal 1 to 4)＞Proposal 1: Appropriation of Surplus

Taking into account business performance in this fiscal year and the Company policy of paying stable dividends on an ongoing basis, it is proposed to pay a year-end dividend as detailed below.

Including the interim dividend already paid, this will result in a total dividend for this fiscal year of 13 yen per share, the same as in the previous fiscal year.

Details of Year-End Dividend

(1) Distribution of year-end dividend to shareholders and total amount:

6.5 yen per share of common stock in the Company Total amount: 880,442,960 yen

1. Effective date of distribution of surplus:

June 27, 2024

- 3 -

Proposal 2: Election of One Director

Director Haruhiko Yoshimura will resign at the close of the shareholders meeting. Therefore, Nissan Shatai proposes to elect one director as a substitute for Mr. Yoshimura.

Note that under the provisions of the Nissan Shatai Articles of Incorporation, Article 22, Paragraph 2, the term of office of the director elected in the shareholders meeting shall end at the time when the terms of office of the other directors in office expire.

The candidate for a director is as follows:

			Number
Name	Brief Personal Record, Positions, Responsibilities, and	of Shares
of Nissan
(Date of Birth)	Important Positions at Other Companies
Shatai
			Owned
	Apr 1985:	Joined Nissan Motor Co., Ltd.
	Apr 2006:	Deputy General Manager, Stamping
		Engineering Dept., Nissan Motor Co.,
		Ltd.
	Apr 2010:	Deputy General Manager, New Vehicle
		Production Engineering Dept., Nissan
		Motor Co., Ltd.
	Apr 2012:	General Manager, Production Control and
		Engineering Dept., Nissan Motor Kyushu
		Co., Ltd.
	Apr 2015:	Plant Manager, Nissan Motor (Thailand)
		Co., Ltd.
Takashi Tomiyama	Apr 2017:	Alliance Global Director, Vehicle
(November 12,		Production Engineering Div., Global
	Tooling Management Dept., Nissan
1962)
	Motor Co., Ltd.	100 shares
Male
Apr 2018:	Alliance Global Director, Vehicle
New candidate		Production Engineering and Development
	Div., Production Engineering Research
		and Development Center, Nissan Motor
		Co., Ltd.
	Apr 2020:	President, Nissan Motor Kyushu Co., Ltd.
	Apr 2024:	Executive Vice President, Nissan Shatai
		Co., Ltd. (Current Position)
	Responsibilities at Nissan Shatai Co., Ltd.:
	Assistant to the president
	Important positions at other companies:
	President, Nissan Shatai Kyushu Co., Ltd.
	[Nissan Shatai Kyushu plans to submit this resolution
	for approval at the Ordinary General Shareholders
	Meeting to be held in June 2024]

- 4 -

Reason for selection as a director candidate

Mr. Tomiyama has extensive knowledge and achievements in all aspects of production. For example, he has been involved in the operations of the Production Division in Nissan Motor Co., Ltd. and has served as President of a Nissan Motor group company. He is currently an Executive Vice President at Nissan Shatai who oversees all business operations of the entire company by using his strong leadership and many years of experience as a corporate manager. Since Mr. Tomiyama is well suited for the sustained improvement of corporate value and improvement of corporate governance of Nissan Shatai, he is a candidate for election as a director.

Notes:

1. There is no special interest between Nissan Shatai and Mr. Tomiyama.
2. Within the past 10 years, Mr. Tomiyama was an executive officer of Nissan Motor Co., Ltd., which is the parent company of Nissan Shatai. Information about Mr. Tomiyama's titles and duties at Nissan Motor Co., Ltd. during the past 10 years is shown above in "Brief Personal Record, Positions, Responsibilities, and Important Positions at Other Companies."
3. In accordance with Article430-3, Paragraph 1 of the Companies Act, Nissan Shatai has concluded a Directors and Officers liability insurance with an insurance company that limits the liability of Mr. Tomiyama. A summary of the terms of this policy is on page 24 of this report. If Mr. Tomiyama is elected at the shareholders meeting as proposed, he will continue to be covered by this insurance policy. Furthermore, Nissan Shatai plans to renew this policy during Mr. Tomiyama's term of office.

- 5 -

Proposal 3 Election of One Statutory Auditor

The terms of office of statutory auditors Kiyoshi Aoji will expire at the close of the shareholders meeting. Therefore, Nissan Shatai proposes to elect one statutory auditor. The Board of Statutory Auditors has agreed to this proposal.

The candidate for a statutory auditor is as follows:

			Number
Name	Brief Personal Record, Positions, Responsibilities, and	of Shares
of Nissan
(Date of Birth)	Important Positions at Other Companies
Shatai
			Owned
	Apr 1982:	Joined Nissan Shatai Co., Ltd.
	Apr 2005:	General Manager, Corporate Management
		Dept., V-up NS Promotion Office, Nissan
		Shatai Co., Ltd.
	Apr 2008:	General Manager, Vehicle Evaluation and
		Test Dept., Nissan Shatai Co., Ltd.
	Apr 2010:	General Manager, Vehicle Component
Kiyoshi Aoji		Development Dept., Nissan Shatai Co.,
(March 24, 1960)		Ltd.	3,700
Male	Apr 2011:	General Manager, Administration Dept.,
shares
		Nissan Shatai Co., Ltd.
Reappointment	Apr 2013:	Senior General Manager, Nissan Shatai
		Co., Ltd.
	Apr 2015:	President, Auto Works Kyoto Co., Ltd.
	Jun 2022:	Statutory Auditor (Full-time), Nissan
		Shatai Co., Ltd. (Current Position)
	Important positions at other companies:
	Statutory auditor, Nissan Shatai Kyushu Co., Ltd.
	Statutory auditor, Auto Works Kyoto Co., Ltd.

Reason for selection as a statutory auditor candidate

Mr. Aoji has many years of experience and extensive knowledge concerning the automotive industry and corporate management. For example, he has been involved in the operations of the Research and Development Div. and General & Administration Div. at Nissan Shatai for many years and has served as President of a Nissan Shatai group company. Currently, as a full-time statutory auditor of Nissan Shatai, Mr. Aoji is properly auditing the performance of Nissan Shatai's directors, and he is a candidate for election as a statutory auditor based on the judgment that he can further strengthen auditing functions.

- 6 -

Notes:

1. There is no special interest between Nissan Shatai and Mr. Aoji.
2. Nissan Shatai has concluded a limited liability contract with Mr. Aoji based on the provisions of the Articles of Incorporation. Furthermore, if the shareholders approve there-election of Mr. Aoji in this General Meeting, Nissan Shatai and Mr. Aoji plan to renew the limited liability contract that limits his liability regarding Nissan Shatai to a certain level.
   The main terms of this contract are as follows.
3. 1. If a statutory auditor becomes liable for damages to Nissan Shatai due to neglect of their duties, the liability will be limited to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.
   2. The limit of liability in the above paragraph will apply only in cases where the statutory auditor concerned acted in good faith and there was no gross negligence concerning the duties liable for damages.
4. In accordance with Article430-3, Paragraph 1 of the Companies Act, Nissan Shatai has concluded a Directors and Officers liability insurance with an insurance company that limits the liability of Mr. Aoji. A summary of the terms of this policy is on page 24 of this report. If Mr. Aoji is re-elected at the shareholders meeting as proposed, he will continue to be covered by this insurance policy. Furthermore, Nissan Shatai plans to renew this policy during Mr. Aoji's term of office.

- 7 -

Reference

The planned Nissan Shatai directors and statutory auditors and the composition of the Nominations and Remuneration Committee and the Business Monitoring Committee, which are voluntary advisory committees for the Board of Directors, is as follows if shareholders approve proposals 2 and 3 with no revisions.

	Positions at			1)Nominations	2)Business
	Outside	Independent	and
Name	Nissan	Monitoring
director	director	Remuneration
	Shatai	Committee
			Committee
Takashi	President			●
Tomiyama
Shin Kotaki	Director
Masayuki	Director
Yabe
Takuya	Director
Nakamura
Yasuyuki	Director	●	●	●	●
Ohira
Hideaki	Director	●	●	●	●
Shinada
Kiyoshi Aoji	Statutory
Auditor
Tomonori	Statutory	●	●		●
Ito	Auditor
Nobutaka	Statutory	●	●		●
Kanaji	Auditor

Roles of the committees

1) Nominations and Remuneration Committee

In response to requests from the Board of Directors or the President for advice, the members of this committee discuss the following items concerning nominations and remuneration and submit their advice to the Board of Directors.

1. Policies and procedures for the selection or termination of a representative director and for selections of director and statutory auditor candidates
2. Proposals at shareholders meetings for the election or termination of directors and statutory auditors
3. Succession plan for the president (chief executive officer)
4. Policy for determining the remuneration of directors
5. Remuneration for individual directors
6. Other items as required by the Board of Directors concerning the preceding items

1. Business Monitoring Committee

In response to requests from the Board of Directors or the President for advice, the members of this committee discuss significant transactions with related parties and submit their advice to the Board of Directors.

- 8 -

If shareholders approve proposals 2 and 3 with no revisions, the skill matrix for major professional skills and experience of Nissan Shatai's directors and statutory auditors will be as follows.

The matrix presents the six top-priority items regarding the knowledge each director and statutory auditor possesses and is particularly expected to exercise.

The matrix does not represent all of the knowledge, experience, and abilities possessed by each person.

				Primary Expertise / Experience
Name	Title
Corporate	Automotive	Governance/	Legal/ Risk	Finance	Human	Manufacturi	Environment	Global
		Management	Industry	Internal	Management	/Accounting	Resources	ng/ Product	/ Energy
		Controls	Technology
Takashi	President	●	●	●	●			●	●
Tomiyama
Shin Kotaki	Director	●	●	●		●	●	●
Masayuki	Director	●	●	●				●	●	●
Yabe
Takuya	Director	●	●		●			●	●	●
Nakamura
Yasuyuki	Director
(Independent,	●		●	●		●	●	●
Ohira
Outside)
Hideaki	Director
(Independent,	●		●	●			●		●
Shinada
Outside)
Kiyoshi	Statutory	●	●	●			●	●	●
Aoji	Auditor
	Statutory
Tomonori	Auditor	●		●	●	●	●
Ito	(Independent,
	Outside)
	Statutory
Nobutaka	Auditor	●	●	●	●					●
Kanaji	(Independent,
	Outside)

- 9 -