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.
Date and Time: Thursday, June 26, 2025, at 10:00 a.m.
Venue: Head Office Main Building, Nissan Shatai Co., Ltd.
2-1 Tsutsumicho, Hiratsuka, Kanagawa
Dear shareholders:
(Code no.: 7222)
June 5, 2025 2-1 Tsutsumicho, Hiratsuka, Kanagawa Takashi Tomiyama , President
102nd Ordinary General Shareholders Meeting: Notice of ConvocationNotice is hereby given that the 102nd 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,” “102nd 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, 2025 (Wednesday).
Date and Time
Thursday, June 26, 2025 at 10:00 a.m.
Venue
Head Office Main Building Nissan Shatai Co., Ltd.
Tsutsumicho, Hiratsuka, Kanagawa
Agenda Items
Matters to be reported:
102nd fiscal Business Report (April 1, 2024 to March 31, 2025)
Consolidated Financial Statements, and Audit Reports by Accounting Auditor and Board of Statutory Auditors
102nd fiscal Financial Statements (April 1, 2024 to March 31, 2025)
Matters to be resolved:
Proposal 1: Appropriation of Surplus Proposal 2: Election of Six Directors
Proposal 3: Election of One Substitute Statutory Auditor
Information concerning voting at the General Shareholders Meeting
If voting forms are returned without any votes entered for any proposals, the shareholder will be counted as having voted yes for the proposals.
If a shareholder uses the Internet, etc. to vote more than once, the last votes by the Internet, etc. received will be counted.
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.
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
Distribution of year-end dividend to shareholders and total amount:
6.5 yen per share of common stock in the Company Total amount: 880,442,537 yen
Effective date of distribution of surplus: June 27, 2025
Proposal 2: Election of Six DirectorsThe terms of office of all current directors (six directors)will expire at the close of the shareholders meeting. Therefore, Nissan Shatai proposes to elect six directors.
The candidates for directors are as follows:
Candidate Number
Name (Date of Birth)
Brief Personal Record, Positions, Responsibilities, and Important Positions at Other Companies
Number of Shares of Nissan Shatai Owned
Takashi Tomiyama (November 12,
1962)
Male
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.
Apr 2017: Alliance Global Director, Vehicle Production Engineering Div., Global Tooling Management Dept., Nissan Motor Co., Ltd.
Apr 2018: Alliance Global Director, Vehicle 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.
Jun 2024: President, Nissan Shatai Co., Ltd. (Current position)
Responsibilities at Nissan Shatai Co., Ltd.: Internal Audit Office, Division General Manager Corporate Quality Assurance Div.
Important positions at other companies: President, Nissan Shatai Kyushu Co., Ltd.
1,200
shares
1
Reappointment
Reason for selection as a director candidate
Mr. Tomiyama has extensive knowledge and achievements as a manager cultivated through his many years of experience in the automotive industry. In his current role as a President of Nissan Shatai, he oversees all business
operations of the entire company by using his strong leadership and abundant 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 continues to be a candidate for election as a director.
Notes:
There is no special interest between Nissan Shatai and Mr. Tomiyama.
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.”
In accordance with Article 430-3, Paragraph 1 of the Companies Act, Nissan Motor Co., Ltd. has concluded a Directors and Officers liability insurance policy that limits the liability of Mr. Tomiyama. A summary of the terms of this policy is on page 25 of this report. If Mr. Tomiyama is re-elected at the shareholders meeting as proposed, he will continue to be covered by this insurance policy. Furthermore, Nissan Motor Co., Ltd plans to renew this policy during Mr. Tomiyama’s term of office.
Candidate Number
Name (Date of Birth)
Brief Personal Record, Positions, Responsibilities, and Important Positions at Other Companies
Number of Shares of Nissan Shatai Owned
2
Masayuki Yabe (July 23, 1962)
Male Reappointment
Apr 1986: Joined Nissan Motor Co., Ltd.
Apr 2006: Chief Vehicle Engineer, Vehicle Planning Dept. No. 3, Nissan Motor Co., Ltd.
Apr 2008: Deputy General Manager, Vehicle Project Purchasing Dept., Renault Nissan Purchasing Organization, Nissan Motor Co., Ltd.
Apr 2012: SVP, Dongfeng Motor Co Ltd.
Apr 2015: SVP, Nissan Motor Asia Pacific Co., Ltd. Apr 2017: General Manager, Nissan Product
Development No. 3, Nissan Motor Co., Ltd.
Apr 2018: General Manager, Nissan Product Development No. 2, Nissan Motor Co., Ltd.
Apr 2020: Corporate Vice President, Nissan Shatai Co., Ltd.
Apr 2021: Senior Vice President, Nissan Shatai Co., Ltd.
Jun 2021: Director and Senior Vice President, Nissan Shatai Co., Ltd. (Current Position)
Responsibilities at Nissan Shatai Co., Ltd.:
Overall supervision of Research and Development Div. Project Engineering Dept.
9,200
shares
Reason for selection as a director candidate
Mr. Yabe has extensive knowledge and achievements as a manager cultivated through his many years of experience in the automotive industry. In addition, as Director and Senior Vice President of Nissan Shatai, he oversees the Research and Development Division and leads efforts to strengthen the creation of appealing products. Since Mr. Yabe is well suited for the achievement of the sustained growth of Nissan Shatai and the medium to long-term improvement of corporate value, he
continues to be a candidate for election as a director.
Notes:
office.
There is no special interest between Nissan Shatai and Mr. Yabe.
Within the past 10 years, Mr. Yabe was an executive officer of Nissan Motor Co., Ltd., which is the parent company of Nissan Shatai. Information about Mr. Yabe’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.”
In accordance with Article 430-3, Paragraph 1 of the Companies Act, Nissan Motor Co., Ltd. has concluded a Directors and Officers liability insurance policy that limits the liability of Mr. Yabe. A summary of the terms of this policy is on page 25 of this report. If Mr. Yabe is re-elected at the shareholders meeting as proposed, he will continue to be covered by this insurance policy. Furthermore, Nissan Motor Co., Ltd. plans to renew this policy during Mr. Yabe’s term of
Candidate Number
Name (Date of Birth)
Brief Personal Record, Positions, Responsibilities, and Important Positions at Other Companies
Number of Shares of Nissan Shatai Owned
3
Takuya Nakamura (July 6, 1962)
Male Reappointment
Apr 1988: Joined Nissan Motor Co., Ltd. Apr 2011: Deputy General Manager, Vehicle
Assembly Engineering Dept., Vehicle Production Engineering Div., Nissan Motor Co., Ltd.
Apr 2013: General Manager, Vehicle Assembly Engineering Dept.,
Vehicle Production Engineering Div., Nissan Motor Co., Ltd.
Aug 2015: Alliance Global Director, Vehicle Production Engineering No.2, Nissan Motor Co., Ltd.
Apr 2017: VP, Plant Manager of Tochigi Plant, Nissan Motor Co., Ltd.
Apr 2021: Senior Vice President, Nissan Shatai Co., Ltd.
Jun 2021: Director and Senior Vice President, Nissan Shatai Co., Ltd. (Current Position)
Responsibilities at Nissan Shatai Co., Ltd.: Overall supervision of Production Div.
Safety & Environment Administration Dept.; Production System Innovation & Promotion Dept.; Production & Logistics Management Dept.
Important positions at other companies:
Senior Managing Director, Nissan Shatai Kyushu Co., Ltd.
5,900
shares
Reason for selection as a director candidate
Mr. Nakamura has extensive knowledge and achievements as a manager cultivated through his many years of experience in the automotive industry. In addition, as Director and Senior Vice President of Nissan Shatai, he oversees the Production Division and leads activities for more competitive plants, technologies, and skills. Since Mr. Nakamura is well suited for the achievement of the sustained growth of Nissan Shatai and the medium to long-
term improvement of corporate value, he continues to be a candidate for election as a director.
Notes:
There is no special interest between Nissan Shatai and Mr. Nakamura.
Within the past 10 years, Mr. Nakamura was an executive officer of Nissan Motor Co., Ltd., which is the parent company of Nissan Shatai. Information about Mr. Nakamura’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.”
In accordance with Article 430-3, Paragraph 1 of the Companies Act, Nissan Motor Co., Ltd. has concluded a Directors and Officers liability
insurance policy that limits the liability of Mr. Nakamura. A summary of the terms of this policy is on page 25 of this report. If Mr. Nakamura is re-elected at the shareholders meeting as proposed, he will continue to be covered by this insurance policy. Furthermore, Nissan Motor Co., Ltd. plans to renew this policy during Mr. Nakamura’s term of office.
Candidate Number | Name (Date of Birth) | Brief Personal Record, Positions, Responsibilities, and Important Positions at Other Companies | Number of Shares of Nissan Shatai Owned |
4 | Wataru Suzuki (February 23, 1968) Male New candidate | Apr 1992:Joined Nissan Shatai Co., Ltd. Apr 2013:Deputy General Manager, Project Management Dept. Apr 2014:General Manager, Project Management Dept. Jan 2016: Deputy General Manager, Purchasing Dept. Apr 2016:Deputy General Manager, Vehicle Project Purchasing Dept., Nissan Motor Co., Ltd. Apr 2019:VP, Nissan Shatai Co.,Ltd. Apr 2021:Corporate Vice President, Nissan Shatai Co.,Ltd. Apr 2025:Senior Vice President, Nissan Shatai Co.,Ltd. (Current position) Responsibilities at Nissan Shatai Co., Ltd.: Overall supervision of General & Administration Division, Administration Dept, Secretariat, and Conversion Business Dept. Important positions at other companies: Director, AUTO WORKS KYOTO Co., Ltd | 3,900 shares |
Reason for selection as a director candidate Mr. Suzuki has extensive knowledge and achievements as a manager cultivated through his many years of experience in the automotive industry. In addition, as Senior Vice President of Nissan Shatai, he oversees the General & Administration Division and leads efforts to strengthen the sustainable corporate foundation. Since Mr. Suzuki is well suited for the achievement of the sustained growth of Nissan Shatai and the medium to long-term improvement of corporate value, he is a candidate for election as a director. | |||
Notes:
this policy during Mr. Suzuki’s term of office. | |||
Candidate Number | Name (Date of Birth) | Brief Personal Record, Positions, Responsibilities, and Important Positions at Other Companies | Number of Shares of Nissan Shatai Owned |
Yasuyuki Ohira (March 25, 1961) Male | Apr 1984: Joined Sapporo Breweries Ltd. (Currently Sapporo Holdings Ltd.) Mar 2006: Director of Engineering Dept., Sapporo Breweries Ltd. Mar 2011: Operating Officer and Director, Chiba Brewery of Sapporo Breweries Ltd. Sep 2012: Director (Member of the Board) and Operating Officer, Director of Corporate Planning Dept., Sapporo Breweries Ltd. Mar 2014: Director (Member of the Board) and Operating Officer, Sapporo Breweries Ltd. Mar 2016: Director (Member of the Board), Managing Executive Officer, Director of Research and Development Headquarters, POKKA SAPPORO Food & Beverage Ltd. Mar 2017: Director (Member of the Board) and Managing Executive Officer, POKKA SAPPORO Food & Beverage Ltd. Mar 2019: Director (Member of the Board), Director of Research and Development Division, Sapporo Holdings Ltd. Mar 2020: Director (Member of the Board), Sapporo Holdings Ltd. Mar 2022: Advisor, Sapporo Holdings Ltd. (Current position) Jun 2022: Director, Nissan Shatai Co., Ltd. (Current position) | ||
Reappointment/ Outside Director/ Independent Director | 0 shares | ||
5 | |||
Reason for selection as an outside director candidate and expected roles Mr. Ohira has extensive knowledge and achievements in overall corporate management cultivated through his many years of experience in another industry. As an outside director of the Company, he offers valuable opinions on the Company's management from an independent and objective position. Mr. Ohira continues to be a candidate for election as an outside director based on the judgment that he is well suited to perform the roles of making decisions on important management matters and oversight of business execution going forward. If Mr. Ohira is re-elected at the shareholders meeting as proposed, Nissan Shatai plans to have him continue to serve as a member of the Nominations and Remuneration Committee and the Business Monitoring Committee. He will be an objective and neutral participant in these committees, which discuss candidates for election as officers, remuneration of officers and significant transactions with related parties. | |||
Notes:
There is no special interest between Nissan Shatai and Mr. Ohira.
Mr. Ohira is a candidate for outside director.
Mr. Ohira is currently an outside director of Nissan Shatai who will complete his third year in this position at the end of this shareholders meeting.
If Mr. Ohira is re-elected at the shareholders meeting as proposed, he will continue to be an independent director as stipulated by Tokyo Stock Exchange, Inc.
Nissan Shatai has concluded a limited liability contract with Mr. Ohira based on the provisions of the Articles of Incorporation. Furthermore, if the shareholders approve the re-election of Mr. Ohira in this General Meeting, the Company and Mr. Ohira 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.
If directors (excluding directors who are executives of the Company) become liable for damages to the Company due to neglect of their duties, the liability will be limited to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act.
The liability limit in the preceding paragraph will apply only in cases where the director (excluding directors who are executives of the Company) concerned acted in good faith and there was no gross negligence concerning the duties liable for damages.
In accordance with Article 430-3, Paragraph 1 of the Companies Act, Nissan Motor Co., Ltd. has concluded a Directors and Officers liability insurance policy that limits the liability of Mr. Ohira. A summary of the terms of this policy is on page 25 of this report. If Mr. Ohira is re-elected at the shareholders meeting as proposed, he will continue to be covered by this insurance policy. Furthermore, the insurance policy will be renewed during Mr. Ohira’s term of office.
Candidate Number | Name (Date of Birth) | Brief Personal Record, Positions, Responsibilities, and Important Positions at Other Companies | Number of Shares of Nissan Shatai Owned |
Hideaki Shinada (June 12, 1956) Male | Apr 1980:Joined Ajinomoto Co., Inc. Jun 2002: Director, Ajinomoto Frozen Foods Co., Inc. Jul 2004: General Manager, Kyushu Branch, Seasonings and Food Products Company, Marketing Div., Ajinomoto Co., Inc. Jul 2006: General Manager, Processed Food Products Dept., Food Products Company, Ajinomoto Co., Inc. Jun 2009: Executive Officer and General Manager, Tokyo Branch, Ajinomoto Co., Inc. Jun 2013: Member of the Board and Corporate Vice President, and General Manager, Food Products, Ajinomoto Co., Inc. Jun 2015: Member of the Board and Corporate Senior Vice President, Ajinomoto Co., Inc. Jun 2016: Representative Director and President, Ajinomoto AGF, Inc. Jun 2021: Resigned Ajinomoto AGF, Inc. Jun 2023: Director, Nissan Shatai Co., Ltd. (Current position) Important positions at other companies: Outside director, MatsukiyoCocokara & Co. [To be proposed at the general shareholders meeting to be held in June 2025] | ||
Reappointment/ Outside Director/ Independent Director | 0 shares | ||
6 | |||
Reason for selection as an outside director candidate and expected roles Mr. Shinada has abundant and wide-ranging insights into corporate management and corporate governance gained through his many years of experience in another industry. As an outside director of the Company, he offers valuable opinions on the Company's management from an independent and objective position. Furthermore, Mr. Shinada continues to be a candidate for election as an outside director based on the judgment that he is well suited to perform the roles of making decisions on important management matters and oversight of business execution going forward. If Mr. Shinada is re-elected at the shareholders meeting as proposed, Nissan Shatai plans to have him serve as a member of the Nominations and Remuneration Committee and the Business Monitoring Committee. He will be an objective and neutral participant in these committees, which discuss candidates for election as officers, remuneration of officers and significant transactions with related parties. | |||
Notes:
| |||
Mr. Shinada is currently an outside director of Nissan Shatai who will complete his second year in this position at the end of this shareholders meeting.
If Mr. Shinada is re-elected at the shareholders meeting as proposed, he will continue to be an independent director as stipulated by Tokyo Stock Exchange, Inc.
Nissan Shatai has concluded a limited liability contract with Mr. Shinada based on the provisions of the Articles of Incorporation. Furthermore, if the shareholders approve the re-election of Mr. Shinada in this General Meeting, the Company and Mr. Shinada 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.
If directors (excluding directors who are executives of the Company) become liable for damages to the Company due to neglect of their duties, the liability will be limited to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act.
The liability limit in the preceding paragraph will apply only in cases where the director (excluding directors who are executives of the Company) concerned acted in good faith and there was no gross negligence concerning the duties liable for damages.
In accordance with Article 430-3, Paragraph 1 of the Companies Act, Nissan Motor Co., Ltd. has concluded a Directors and Officers liability insurance policy that limits the liability of Mr. Shinada. A summary of the terms of this policy is on page 25 of this report. If Mr. Shinada is re-elected at the shareholders meeting as proposed, he will continue to be covered by this insurance policy. Furthermore, the insurance policy will be renewed during Mr. Shinada’s term of office.
Reference
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 proposal 2 with no revisions.
Name | Positions at Nissan Shatai | Outside director | Independent director | 1)Nominations and Remuneration Committee | 2)Business Monitoring Committee |
Takashi Tomiyama | President | ● | |||
Masayuki Yabe | Director | ||||
Takuya Nakamura | Director | ||||
Wataru Suzuki | Director | ||||
Yasuyuki Ohira | Director | ● | ● | ● | ● |
Hideaki Shinada | Director | ● | ● | ● | ● |
Kiyoshi Aoji | Statutory Auditor | ||||
Tomonori Ito | Statutory Auditor | ● | ● | ● | |
Nobutaka Kanaji | Statutory Auditor | ● | ● | ● |
Roles of the committees
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.
Policies and procedures for the selection or termination of a representative director and for selections of director and statutory auditor candidates
Proposals at shareholders meetings for the election or termination of directors and statutory auditors
Succession plan for the president (chief executive officer)
Policy for determining the remuneration of directors
Remuneration for individual directors
Other items as required by the Board of Directors concerning the preceding items
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.
If shareholders approve proposal 2 with no revisions, the skill matrix for major professional skills and experience of Nissan Shatai’s directors 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.
Name | Title | Primary Expertise / Experience | ||||||||
Corporate Management | Automotive Industry | Governance/ Internal Controls | Legal/ Risk Management | Finance /Accounting | Human Resources | Manufacturi ng/ Product Technology | Environment / Energy | Global | ||
Takashi Tomiyama | President | ● | ● | ● | ● | ● | ● | |||
Masayuki Yabe | Director | ● | ● | ● | ● | ● | ● | |||
Takuya Nakamura | Director | ● | ● | ● | ● | ● | ● | |||
Wataru Suzuki | Director | ● | ● | ● | ● | ● | ● | |||
Yasuyuki Ohira | Director (Independent, Outside) | ● | ● | ● | ● | ● | ● | |||
Hideaki Shinada | Director (Independent, Outside) | ● | ● | ● | ● | ● | ||||
Kiyoshi Aoji | Statutory Auditor | ● | ● | ● | ● | ● | ● | |||
Tomonori Ito | Statutory Auditor (Independent, Outside) | ● | ● | ● | ● | ● | ||||
Nobutaka Kanaji | Statutory Auditor (Independent, Outside) | ● | ● | ● | ● | ● | ||||
To be prepared in the event that the number of statutory auditors falls below the number designated by laws and regulations, Nissan Shatai proposes to elect one substitute statutory auditor.
This substitute statutory auditor will become a statutory auditor only if the number of statutory auditors falls below the legally designated number and the term of office will be the remainder of the term of office of the statutory auditor who is replaced.
The Board of Statutory Auditors has agreed to this proposal. The candidate for a substitute statutory auditor is as follows.
Name (Date of Birth) | Brief Personal Record, Positions, Responsibilities, and Important Positions at Other Companies | Number of Shares of Nissan Shatai Owned |
Tomomi Akutagawa (Name as per family register Tomomi Sasaki) (November 30, 1962) Female | Apr 1985: Joined The Nippon Credit Bank, Ltd. (currently Aozora Bank, Ltd.) Jul 2010: General Manager, Financial Management Dept., Aozora Bank, Ltd. Jul 2013: Deputy CFO and General Manager, Financial Management Dept., Aozora Bank, Ltd. Jul 2014: Executive Officer, Deputy CFO, and General Manager, Financial Management Dept, Aozora Bank, Ltd. Jul 2017: Managing Executive Officer, in charge of Corporate Strategy and of Corporate Secretary Office, Aozora Bank, Ltd. Jun 2019: Director, Managing Executive Officer, in charge of Corporate Strategy and Corporate Secretary Office, Aozora Bank, Ltd. Jul 2019: Director, Senior Managing Executive Officer, CFO, Aozora Bank, Ltd. Jul 2021: Director, Senior Managing Executive Officer, in charge of SDGs Promotion, The Aozora Bank, Ltd. Jan 2022: Director, Senior Managing Executive Officer, in charge of Sustainability Promotion, Aozora Bank, Ltd. Jun 2023: Audit & Supervisory Board Member, Aozora Securities Co., Ltd. (Current position) | 0 shares |
New Candidate/ Outside Statutory Auditor/Independent Statutory Auditor | ||
Important positions at other companies: Audit & Supervisory Board Member, Aozora Securities Co., Ltd. |
Reason for selection as a substitute statutory auditor candidate
Due to her long career at a financial institution, Ms. Akutagawa has considerable experience and knowledge concerning finance and accounting as well as corporate management. As Ms. Akutagawa is well suited to perform auditing operations if the number of auditors at Nissan Shatai falls below the number required by laws and regulations, she is a candidate for election as a substitute statutory auditor.
Notes:
There is no special interest between Nissan Shatai and Ms. Akutagawa.
Ms. Akutagawa is a candidate for a substitute outside statutory auditor post.
If Ms. Akutagawa is elected as a substitute statutory auditor at the General Shareholders Meeting as proposed and subsequently becomes a statutory auditor, she will be an independent statutory auditor as stipulated by Tokyo Stock Exchange, Inc.
If Ms. Akutagawa is elected a substitute statutory auditor at the General Shareholders Meeting as proposed and subsequently becomes a statutory auditor, Nissan Shatai plans to conclude a limited liability contract with Ms. Akutagawa that limits her liability regarding Nissan Shatai to a certain level.
The main terms of this contract are as follows.
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.
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.
If Ms. Akutagawa is elected a substitute statutory auditor at the General Shareholders Meeting as proposed and subsequently becomes a statutory auditor, she will be covered by the Directors and Officers liability insurance concluded by Nissan Motor Co., Ltd. with an insurance company in accordance with Article 430-3, Paragraph 1 of the Companies Act. A summary of the terms of this policy is on page 25 of this report.
(From April 1, 2024 to March 31, 2025)
1. Current State of Corporate GroupOperations and results
In the fiscal year ending in March 2025, the economy of Japan continued its trend of moderate recovery thanks to the improved employment and income environment, while on the other hand it was necessary to be aware of the risk that the downturn in overseas economic conditions would drag down the Japanese economy.
As for the environment surrounding the Nissan Shatai Group, the outlook continued to be uncertain due to the rise in raw material prices, demand fluctuations, etc.
In this environment, the volume of orders from Nissan Motor Co., Ltd. increased by 5.3% compared to the previous fiscal year to 146,521 units.
Net sales increased by 16.4% to 350.5 billion yen mainly due to the increase in sales of the all-new INFINITI QX80, the all-new Patrol, and the all-new Armada, which have higher sales prices than previous models.
Looking at income and loss, while operating income was lower than in the first half of the fiscal year due to additional costs incurred in the first half of the fiscal year for production of new models among other factors, it increased by 425.7% compared to the previous fiscal year to 5.1 billion yen thanks to the launch of the all-new Armada in the second half of the year combined with the resolution of component supply shortages caused by the impact of the Noto Peninsula Earthquake that occurred in the fourth quarter of the previous fiscal year. Meanwhile, ordinary income increased by 319.9% to 5.8 billion yen, and profit attributable to owners of parent for the fiscal year increased by 645.1% to 3 billion yen.
Sales Breakdown
Category
Volume (Units)
Amount (Million yen)
Year-on-year change (%)
Passenger vehicles
79,363
233,074
+14.8%
Commercial vehicles
55,098
72,251
+27.0%
Microbuses
12,060
18,379
+11.0%
Vehicle parts, etc.
—
26,802
+8.9%
Total
146,521
350,508
+16.4%
Funding activities
There were no funding activities to be reported during the fiscal year under review.
Capital expenditures
Capital expenditures during the fiscal year under review totaled approximately 16.4 billion yen. This was for the improvement of product attractiveness through the new products and minor changes of existing products, as well as for the enhancement of plant and equipment
by such means as the rationalization of manufacturing facilities, the improvement of welfare facilities, and environmental improvements.
Issues and outlook for the year ahead
In fiscal year 2023, Nissan Shatai started a Medium-Term Management Plan covering fiscal years 2023 to 2027 with an awareness of the environmental changes of “the necessity of a response to climate change,” “changes in the needs of the market,” “increase in the societal responsibilities required of companies” and “changes in the working population and the awareness of employees.” We have defined our Vision for our Future as "Contribute to society through our commercial vehicles, premium cars, specially equipped vehicles, and support businesses and become the one and only presence trusted by our customers." And we will tackle "Sustainable corporate foundation," "Creation of appealing products," and "Evolution and deepening of uniqueness" as our three priority issues.
“Sustainable corporate foundation”
As part of our efforts to become carbon neutral by 2050, Nissan Shatai has worked to reduce electricity consumption by utilizing electrical consumption monitoring systems in our plants and offices and switching to electric models for our company vehicles and plant tour vehicles.
In FY2025, we plan to conduct trials to expand the use of “green power,” which emits no CO2 when generated.
For our efforts to promote DE&I, Nissan Shatai earned the third level of “Eruboshi Certification” in recognition of our working environment in which women can play an active role.
In addition, with the awareness that preparation for cyber-attacks, which have been rapidly increasing in recent years, is an important issue, we are strengthening measures to prepare for cyber-attacks while accelerating the promotion of digitalization, and are planning to conduct drills on the assumption that such attacks may occur.
“Creation of appealing products”
In FY2024, three models underwent a full model change: the all-new Infiniti QX80, the Nissan Patrol, and the Armada.
As for specially equipped vehicles, we achieved record-high sales volume for our high-standard ambulance (Paramedic) by holding training sessions for dealerships and strengthening our outreach to local governments. In addition, following the Caravan MYROOM in the in-car accommodation series, we started production of the compact-sized NV200 Vanette MYROOM.
“Evolution and deepening of uniqueness”
The Shonan Plant plans to terminate AD production in FY2025, and will establish an efficient production line to accommodate low-volume production of the remaining NV200 Vanette.
Nissan Shatai Kyushu is working to further improve productivity and increase production capacity to meet the high market demand for the three new models it began producing in FY2024.
For production of service parts, we will promote technological development, such as processes for low-volume production, to expand business and improve profitability.
As we reach the halfway mark of the 2023-2027 Medium-term Management Plan, we will continue to take full advantage of the integrated manufacturing infrastructure extending from development to production that is our greatest strength in order to establish manufacturing operations that can adapt with flexibility to market trends. There will also be measures to reinforce measures for compliance with laws and regulations and corporate governance. By
taking these actions, we are determined to earn even greater confidence among customers, shareholders, business partners, communities, employees and all other stakeholders.
Financial performance highlights
Item
Fiscal term
99th Fiscal term
(Ended March
100th Fiscal term
(Ended March
101st Fiscal term
(Ended March
102nd Fiscal term
(Ended March
31, 2022)
31, 2023)
31, 2024)
31, 2025)
Net sales
(Million yen)
215,359
307,521
301,071
350,508
Ordinary income (loss)
(Million yen)
(2,541)
5,118
1,392
5,847
Profit (loss) attributable to owners of parent
(Million yen)
(2,217)
3,883
407
3,033
Earnings (loss) per share
(Yen)
(16.37)
28.67
3.01
22.39
Total assets
(Million yen)
231,233
249,149
258,376
269,913
Net assets
(Million yen)
172,190
172,987
174,333
176,561
Book value per share
(Yen)
1,271.22
1,277.11
1,287.05
1,303.49
Notes:
Earnings (loss) per share is calculated on the basis of the average number of shares outstanding during each fiscal term, after deduction of treasury stock.
Principal parent company and subsidiaries
Parent company
Nissan Shatai’s parent company Nissan Motor Co., Ltd. holds 67,726 thousands shares (50.0% of all voting rights) of the total number of Nissan Shatai’s shares outstanding, and accounts for 99.7% of Nissan Shatai’s net sales.
Transactions with the parent company
Points considered to prevent detrimental effects to Nissan Shatai’s interest as a result of these transactions and reason for judgement by the Board of Directors if these transactions are detrimental to Nissan Shatai’s interest or not
Transactions with the parent company are carried out according to the Master Production Service Agreement and transaction prices for automobile to the parent company are determined by negotiations that take into account the total cost of manufacturing.
In addition, the background to and details of the negotiations are deliberated by the Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, and are reported to the Board of Directors, and the fact that there are no detrimental effects to the interests of Nissan Shatai or the minority shareholders is confirmed by the Board of Directors.
Opinion concerning transactions with the parent company in the event that the decision of the Board of Directors differs from the opinion of the outside director
Not applicable.
Principal subsidiaries
Company name
Capital (Million yen)
Share of voting rights (%)
Main business
Nissan Shatai Kyushu Co., Ltd.
10
100
Vehicle manufacture
Nissan Shatai Manufacturing Co., Ltd.
432
100
Pressing and assembly of auto parts, molding and assembly of resin products
Nissan Shatai Engineering Co., Ltd.
40
100
Machinery maintenance and servicing, equipment
installation, logistics
Auto Works Kyoto Co., Ltd.
480
100
Vehicle conversion
Nissan Shatai Computer Service Co., Ltd.
100
100
System and program development
Pro Staff Co., Ltd.
90
100
Temporary staff placement
Note: Shares of voting rights include those held indirectly.
Principal business operations The Nissan Shatai Group’s principal business is the manufacture and sale of motor vehicles and auto parts, other business activities including servicing related to the aforesaid.
Its principal products are as follows:
Category
Product names
Passenger vehicles
NV200 Vanette, Caravan, Elgrand, Patrol (Y62/Y63), Armada, QX80
Commercial vehicles
AD, NV200 Vanette, Caravan
Microbuses
Caravan
Vehicle parts, etc.
Vehicle parts, other items and vehicle conversion
Principal offices, facilities, and plants
Nissan Shatai
Office / facility / plant
Location
Head Office
Hiratsuka-shi, Kanagawa Prefecture
Development Division
Hiratsuka-shi, Kanagawa Prefecture
Hadano Office
Hadano-shi, Kanagawa Prefecture
Tochigi Office
Kaminokawa-machi, Kawachi-gun, Tochigi Prefecture
Production Division
Hiratsuka-shi, Kanagawa Prefecture
Shonan Plant
Hiratsuka-shi, Kanagawa Prefecture
Quality Assurance Kyushu, Quality Administration Group
Kanda-machi, Miyako-gun, Fukuoka Prefecture
Kyoto Office
Uji-shi, Kyoto Prefecture
Subsidiaries
Nissan Shatai Kyushu Co., Ltd.
Head Office and plant: Kanda-machi, Miyako-gun, Fukuoka Prefecture
Nissan Shatai Manufacturing Co., Ltd.
Head Office and Plant: Hiratsuka-shi, Kanagawa Prefecture
Nissan Shatai Engineering Co., Ltd.
Head Office: Hiratsuka-shi, Kanagawa Prefecture
Plants: Hiratsuka-shi, Kanagawa Prefecture; Kanda-machi, Miyako-gun, Fukuoka Prefecture
Auto Works Kyoto Co., Ltd.
Head Office: Uji-shi, Kyoto Prefecture
Plants: Uji-shi, Kyoto Prefecture; Hiratsuka-shi, Kanagawa Prefecture; Kanda-machi, Miyako-gun, Fukuoka Prefecture
Employee information
Group employees
Number of employees
Change from end of previous fiscal year
3,842
(24)
Nissan Shatai employees
Number of employees | Change from end of previous fiscal year |
1,786 | 105 |
2. Share Data | |
(1) Total number of shares authorized to be issued | 400,000,000 |
(2) Total number of shares issued | 135,452,804 (including 106 shares of treasury stock) |
(3) Number of shareholders at fiscal year-end | 3,989 |
(4) Ten largest shareholders |
Name | Number of shares (Thousands) | Ratio of issued shares (%) |
Nissan Motor Co., Ltd. | 67,726 | 50.0 |
ECM MF | 30,602 | 22.6 |
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FEAC) | 5,617 | 4.1 |
INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP | 4,618 | 3.4 |
The Master Trust Bank of Japan, Ltd. (Trust Account) | 3,226 | 2.4 |
GOLDMAN SACHS INTERNATIONAL | 3,068 | 2.3 |
Nissan Shatai Supplier Stock Ownership Plan | 2,460 | 1.8 |
JP MORGAN CHASE BANK 385781 | 883 | 0.7 |
Custody Bank of Japan, Ltd. (Trust Account) | 827 | 0.6 |
NORTHERN TRUST CO. (AVFC) RE I EDU UCITS CLIENTS NON LENDING 15 PCT TREATY ACCOUNT | 650 | 0.5 |
Note: The ratios of issued shares have been calculated after excluding treasury stock.
3. Directors and Statutory AuditorsList of directors and statutory auditors (as of March 31, 2025)
Title
Name
Responsibilities
Important positions at other companies
President*
Takashi Tomiyama
Internal Audit Office, Division General Manager Corporate Quality Assurance Div.
President, Nissan Shatai Kyushu Co., Ltd.
Director
Shin Kotaki
Overall supervision of General & Administration Div., Internal Control Dept., Secretariat; Administration Dept.; Legal &
Communications Dept.
Director
Masayuki Yabe
Overall supervision of Research and Development Div., Project Engineering
Dept.
Director
Takuya Nakamura
Overall supervision of Production Div., Safety and Environment Administration Dept., Production Administration Dept.; Prototype Production Engineering Dept.; Stamping Production Engineering Dept.; Body Assembly Production Engineering Dept.; Vehicle Production Engineering Dept.; New Vehicle Production
Engineering Dept.
Senior Managing Director, Nissan Shatai Kyushu Co., Ltd.
Director (Outside)
Yasuyuki Ohira
Director (Outside)
Hideaki Shinada
Statutory Auditor
Kiyoshi Aoji
Full-time
Statutory Auditor, Nissan Shatai Kyushu Co., Ltd., Statutory Auditor, Auto Works Kyoto Co., Ltd.
Statutory Auditor (Outside)
Tomonori Ito
Director, Kanagawa Association of Corporate Executives, Statutory Auditor,
JATCO Ltd
Statutory Auditor (Outside)
Nobutaka Kanaji
Director (Outside), LPIXEL Inc.
Notes:
* indicates a representative director.
Mr. Ohira and Mr. Shinada are outside directors.
Mr. Ito and Mr. Kanaji are outside statutory auditors.
Directors, Mr. Ohira and Mr. Shinada, Statutory auditors, Mr. Ito and Mr. Kanaji are independent directors or statutory auditors as stipulated by Tokyo Stock Exchange, Inc.
Mr. Ito, who is a statutory auditor, has considerable knowledge concerning finance and accounting due to many years of experience at financial institutions.
Haruhiko Yoshimura resigned as a director in the 101stGeneral Meeting that was held on June 26, 2024.
Takashi Tomiyama was newly elected as a director in the 101stGeneral Meeting that was held on June 26, 2024.
There are no capital ties and business relations between Nissan Shatai and Kanagawa Association of Corporate Executives.
JATCO Ltd is a subsidiary of Nissan Motor Co., Ltd., Nissan Shatai’s parent company.
There are no capital ties and business relations between Nissan Shatai and LPIXEL Inc.
Remuneration of directors and statutory auditors
Total amount of remuneration of directors and statutory auditors
Office
Total amount of remuneration
(Million yen)
Total amount of remuneration (Million yen)
No. of persons
Base salary
Remuneration linked to results of operations, etc.
Non-monetary remuneration, etc.
Directors
130
104
26
—
7
Statutory Auditors
30
30
—
—
3
Total
161
134
26
—
10
Notes:
This table includes one director who resigned at the end of the 101st General Meeting that was held on June 26, 2024.
The remuneration paid to two outside directors and two outside statutory auditors during the fiscal year under review totaled 32 million yen.
Remuneration linked to results of operations, etc. is the amount of this remuneration for FY2023 that was confirmed in June 2024. Remuneration linked to results of operations, etc. for FY2024 had not been confirmed when this publication was prepared. Consequently, the remuneration linked to results of operations for FY2024 is not included in the table shown above.
Outside directors and outside statutory auditors of Nissan Shatai received aggregate remuneration of 8 million yen for duties performed as directors or statutory auditors at Nissan Motor Co., Ltd. or a subsidiary of Nissan Motor Co., Ltd.
Remuneration linked to results of operations
Remuneration linked to results of operations ratio is calculated by multiplying the payment ratio that is established for each title of directors who are also Nissan Shatai corporate officers (40% of FY base salary for the president and 30% for other directors) by the degree to which each individual’s targets concerning financial indicators and other performance were achieved in the applicable fiscal year. Financial indicators used for remuneration linked to results of operations are major indicators for the preservation of a sound foundation for business operations for many more years and include consolidated operating income, consolidated free cash flows and other items. Furthermore, these indicators are consistent with the current medium-term management plan and are reexamined as needed to reflect changes in the business climate. To evaluate personal accomplishments, targets for quality and productivity improvements and other items are established that reflect each individual’s duties. These items are selected in each fiscal year upon agreement by the president and each director who is also a corporate officer.
Among the major performance indicators and results in FY2024 for remuneration linked to results of operations, etc., the confirmed operating income target and results were 8.7 billion yen and 5.14 billion yen respectively, and the same for free cash flow were 5.06 billion yen and 68.1 billion yen respectively. As the results of operations for other indicators had not been confirmed when this publication was prepared, FY2024 performance-based remuneration, etc., has not been confirmed.
Shareholders meeting resolutions concerning remuneration, etc. of directors and statutory auditors
At the 59th General Meeting that was held on June 30, 1982, shareholders approved resolutions to limit total monthly remuneration to 30 million yen for directors and 5 million yen for statutory auditors. At the end of this meeting, there were 15 directors and 2 statutory auditors.
Method for determining remuneration for individual directors
Policy and method for determining remuneration for individual directors
On March 22, 2022, the Board of Directors approved a resolution concerning a partial amendment of the policy for determining remuneration for individual directors. Before this resolution was approved, the Nominations and Remuneration Committee discussed the proposed policy and submitted their findings to the Board of Directors.
Summary of the remuneration policy
There are two components of remuneration, both monetary, for directors. One is a fixed base salary. The other is remuneration linked to results of operations that is determined in accordance with the achievement of major Nissan Shatai performance targets and the performance of each director. Outside directors receive only the base salary.
The base salary is a fixed monthly payment that is determined by taking into consideration executive titles, duties, Nissan Shatai’s results of operations, the contributions of each director and other factors.
Remuneration linked to results of operations is monetary remuneration that reflects performance indicators for results of operations in each fiscal year. This remuneration is paid in addition to the monthly base salary.
Remuneration linked to results of operations is determined by using companies in similar industries as benchmarks and establishing a standard ratio of the base salary for each executive title. These standard ratios are determined by the Board of Directors after taking into account the results of a discussion of this matter by the Nominations and Remuneration Committee.
Reason for the Board of Directors’ judgment that FY2023 remuneration for individual directors is consistent with the remuneration determination policy.
The Board of Directors has concluded that FY2023 remuneration for individual directors is consistent with the remuneration determination policy because the method used to determine this remuneration and the content of this remuneration are consistent with the policy and because the Nominations and Remuneration Committee confirmed compliance with the policy.
Delegation by the Board of Directors of authority for determination of remuneration for individual directors
The Board of Directors has given Nissan Shatai President Takashi Tomiyama the authority to determine the base salary and remuneration linked to results of operations of individual directors. The reason is the judgment of directors that this delegation of authority is appropriate because, with the involvement of the Nominations and Remuneration Committee, the company president is able to evaluate the performance of the business units supervised by individual directors. The president prepares an initial
proposal for remuneration and submits the proposal to the Nominations and Remuneration Committee. The president then takes the results of the committee’s discussions into consideration and makes final decisions concerning remuneration.
Outline of limited liability contract
Under Article 423, Paragraph 1 of the Companies Act, Nissan Shatai has concluded limited liability contracts with outside directors and statutory auditors, with limits as prescribed in Article 425, Paragraph 1 of the Companies Act.
Summary of terms of Directors and Officers liability insurance
Scope of insured
All directors, executive officers, statutory auditors, executives and managers of Nissan Shatai and all its subsidiaries are insured.
Summary of the terms of the insurance
The policy will compensate the insured for damages and litigation costs, etc. incurred by an insured individual who has been required to pay damages due to an activity (including neglect) associated with the performance of his or her duties as an officer, etc. of the company described in (1) above. However, the policy does not cover damages incurred by directors and officers who commit criminal acts such as bribery or intentionally commit illegal acts, so that the appropriateness of the execution of duties by directors and officers is not compromised.
Please note that Nissan Shatai concluded limited liability contracts with insurers that extended until June 30, 2024. From July 1, 2024, Nissan Motor Co., Ltd. provides limited liability insurance for all directors, executive officers, statutory auditors, executives and managers of Nissan Shatai and its subsidiaries, and Nissan Shatai pays all premiums for said policies.
