Nissan Motor : Disposal of Treasury Stock as Post-Vesting Allotment Type Stock-Based Compensation (FY2020 Second RSU)

	June 29, 2022
Company Name	Nissan Motor Co., Ltd.
Code No.	7201
Inquiry	IR Department
	(TEL [phone])

Disposal of Treasury Stock as Post-Vesting Allotment Type Stock-Based

Compensation (FY2020 Second RSU)

Nissan (the "Company") resolved (the "Resolution") at the Board of Directors meeting held on June 28, 2022 to dispose of its treasury stock (the "Treasury Stock Disposal" or the "Disposal"). Details are set forth below.

1. Purpose and Rationale for Treasury Stock Disposal

The Company has introduced restricted stock units ("RSUs") from FY2020 as part of a stock- based compensation plan (the "Plan").

Under the Plan, executive officers, corporate officers and certain employees of the Company and its group companies, as well as directors (except Outside Directors) of the Company's group companies, in each case selected by the Company (collectively, "Recipients") will be provided common stock of the Company. The purpose of the Plan is to enable such Recipients to share the benefits as well as risks of stock price fluctuation with the Company's stockholders and to stimulate the motivation of such Recipients to contribute to an increase in stock price and a continued advancement of corporate value.

RSUs are rights to receive the number (predetermined for each Recipient) of shares of Common Stock ("Allotted Shares"). The Company will grant such RSUs to Recipients at the direction of the Compensation Committee (with respect to Recipients who are executive officers of the Company) or the Chief Executive Officer (with respect to all other Recipients), in each case based on the Restricted Stock Unit Regulations and the proposal to be made by the person having the authority to make such proposal. One-third of such RSUs will vest (and equivalent Allotted Shares will be provided to Recipients) each year over the course of three fiscal years, conditioned on such Recipients' continued employment and other conditions during a certain period (the "Subject Period").

For details of the Plan, please refer to the "Details of Stock-Based Compensation Plan and filing a Shelf Registration Statement" dated August 20, 2020.

The Company has granted to Recipients the RSUs described in the Shelf Registration Statement submitted on June 29, 2022. With respect to those RSUs with a vesting date of July 28, 2022 ("FY2020 Second RSU"), Allotted Shares will be allotted to the scheduled grantees (allottees) set out in 2.(6) below by means of the Treasury Stock Disposal in accordance with the Resolution. The actual number of Allotted Shares will be finalized upon the vesting of the RSUs.

2. Summary of Treasury Stock Disposal

(1)	Payment Period	From September 9, 2022 to November 30, 2022
(2) Class and Number of	1,127,293 shares of common stock of the Company
	Shares to be Disposed
		Disposal of the shares to each grantee shall be subject to the
		condition that such grantee makes application for
		subscription of shares and that such grantee shall contribute
(3)	Method of Disposal	all of the monetary compensation claim (see (7) below)
		granted to such grantee, which shall be the asset contributed
		in kind to the Company in exchange for the common stock
		to be allotted.
(4)	Disposal Price	JPY 549.0 per share
(5) Total Amount of Disposal	JPY 618,883,857
	Price
		Executive officers of the Company: 6 person(s); 249,903
		shares
(6)	Scheduled Grantees	Corporate officers and employees of the Company: 145
person(s); 531,604 shares
	(Scheduled Allottees)
	Directors, corporate officers and employees, etc. of the
		Company's group companies: 115 person(s); 345,786
		shares
		Assets to be Contributed: Assets other than cash (assets
		contributed in kind)
(7) Assets to be Contributed;	Description of Assets Contributed in Kind: Monetary
compensation claims granted to allottees based on vesting
	Description and Value
	of FY2020 Second RSU against the Company or the
	Thereof
	Company's group companies
		Value of Assets to be Contributed: JPY 549.0 (Price per
		share is equal to the disposal price)
		With respect to the Treasury Stock Disposal, the
		Supplement Document to Shelf Registration Statement for
		FY2020 Second RSU will be submitted on or prior to
(8)	Other	August 2, 2022, based on the effectiveness of the Shelf
		Registration Statement (Date of Submission: June 29, 2022;
		Effective Date: July 7, 2022) under the Financial
		Instruments and Exchange Act.

3. Calculation Basis of Disposal Price and its Specific Content

The disposal price of the Treasury Stock Disposal based on the Resolution is JPY 549.0, which is the closing price of the shares of common stock of the Company on the Tokyo Stock Exchange as of the business day immediately preceding the date of the Resolution (June 27, 2022). The

disposal price is such closing price because the Company has determined that such stock price is reflective of corporate performance and market supply and demand and is therefore reasonable and exclusive of arbitrariness, given the common stock of the Company are listed and no special circumstance exists that suggests the latest stock price cannot be relied upon. In light of the foregoing, the Company has determined that the Disposal is not an offering at a favorable price.

End

This document is not intended to, and does not, constitute an offer to sell, or a solicitation of an offer to buy, the securities described above. The securities described above have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act. The securities described above will not be publicly offered or sold in the United States.