€500,000,000 1.940% Senior Notes Due 2023 €750,000,000 2.652
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€500,000,000 1.940% Senior Notes due 2023 €750,000,000 2.652% Senior Notes due 2026 €750,000,000 3.201% Senior Notes due 2028 Nissan Motor Co., Ltd., a joint stock corporation incorporated with limited liability under the laws of Japan, is offering €500,000,000 aggregate principal amount of 1.940% senior notes due 2023 (the “2023 notes”), €750,000,000 aggregate principal amount of 2.652% senior notes due 2026 (the “2026 notes”) and €750,000,000 aggregate principal amount of 3.201% senior notes due 2028 (the “2028 notes” and, together with the 2023 notes and the 2026 notes, the “notes”). We will pay interest on the 2023 notes on September 15 of each year, beginning on September 15, 2021. There will therefore be a short first coupon for the 2023 notes. We will pay interest on the 2026 notes on March 17 of each year, beginning on March 17, 2021. There will therefore be a short first coupon for the 2026 notes. We will pay interest on the 2028 notes on September 17 of each year, beginning on September 17, 2021. The 2023 notes will mature on September 15, 2023, the 2026 notes will mature on March 17, 2026 and the 2028 notes will mature on September 17, 2028. The notes will be our general unsecured senior obligations and will have the same rank in liquidation as all of our other unsecured and unsubordinated debt (except for statutorily preferred obligations) and without any preference among themselves. The notes will be issued only in registered form in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. We may redeem the notes, in whole or in part, at any time prior to maturity with respect to the 2023 notes, February 17, 2026 with respect to the 2026 notes and June 17, 2028 with respect to the 2028 notes, at the applicable make-whole prices determined in the manner described herein. We may also redeem the notes, in whole or in part, at any time on or after February 17, 2026 with respect to the 2026 notes and June 17, 2028 with respect to the 2028 notes, at a price equal to 100% of the respective principal amounts being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. See “Description of the Notes—Optional Redemption.” In addition, we may, at our option, redeem a series of the notes in whole, but not in part, upon the occurrence of certain changes in Japanese tax law. See “Description of the Notes—Optional Tax Redemption.” The notes will not otherwise be redeemable prior to the stated maturity and will not be subject to any sinking fund. We have made an application to the Luxembourg Stock Exchange to list the notes on the official list of the Luxembourg Stock Exchange and for such notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU. This offering circular constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 16, 2019. Investing in the notes involves risks that are described in the “Risk Factors” section beginning on page 10 of this offering circular. Price per note: For the 2023 notes, 100.000% plus accrued interest, if any For the 2026 notes, 100.000% plus accrued interest, if any For the 2028 notes, 100.000% plus accrued interest, if any Interest on the notes will accrue from September 17, 2020 The notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the “Securities Act”). The notes may not be offered or sold within the United States, except to qualified institutional buyers (“QIBs”), as defined in, and in reliance on, the exemption from registration provided by Rule 144A under the Securities Act, and in offshore transactions as defined in, and in reliance on, Regulation S under the Securities Act. It is expected that delivery of the notes will be made through the book-entry facilities of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), on or about September 17, 2020. Concurrently with the offering of the notes, we are planning to offer U.S. dollar-denominated senior notes in a number of series (collectively, the “USD notes”). No USD notes are being offered hereby. The closing of the offering of the notes is not conditional upon the closing of the offering of the USD notes. See “Summary— The Offering—Concurrent USD Notes Offering.” Joint Bookrunners and Joint Lead Managers Morgan Stanley J.P. Morgan Citigroup Mizuho Securities Socie´te´Ge´ne´rale Corporate & BNP PARIBAS BofA Securities HSBC SMBC NIKKO Investment Banking Offering Circular dated September 11, 2020. No person has been authorized in connection with the offering to give any information or to make any representation not contained in this offering circular and, if given or made, such information or representation must not be relied upon as having been authorized by us, any initial purchaser or any affiliate of the initial purchasers. No action has been, or will be, taken to permit a public offering of the notes in any jurisdiction where action would be required for that purpose. Accordingly, the notes offered hereby may not be offered or sold, directly or indirectly, and this offering circular may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither delivery of this offering circular nor any sale made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date hereof. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF US AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE NOTES COVERED BY THIS OFFERING CIRCULAR HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE THE FOREGOING AUTHORITIES APPROVED THIS OFFERING CIRCULAR OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE UNDER THE LAWS OF THE UNITED STATES. This offering circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire notes. Distribution of this offering circular to any person other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorized, and any disclosure of its contents without our prior written consent is prohibited. Each person receiving this offering circular acknowledges that (i) such person has not relied on any initial purchaser or any person affiliated with the initial purchasers in connection with its investigation of the accuracy of such information or its investment decision and (ii) no person has been authorized to give any information or to make any representation concerning us or the notes offered by this offering circular other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorized by us or any initial purchaser. The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “FIEA”), and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the “Special Taxation Measures Act”). The notes may not be offered or sold in Japan or to, or for the benefit of, any person resident in Japan, or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a person resident in Japan, for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan) except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines of Japan. In addition, the notes are not, as part of the initial distribution by the initial purchasers at any time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a Gross Recipient or to others for re-offering or resale, directly or indirectly, to, or for the benefit of, any person other than a Gross Recipient, except as specifically permitted under the Special Taxation Measures Act. A Gross Recipient for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation Measures Act (a “specially-related person”), (ii) a Japanese financial institution, designated in Article 3-2-2, Paragraph (29) of the Cabinet Order (Cabinet Order No. 43 of 1957, as amended) (the “Cabinet Order”), relating to the Special Taxation Measures Act that will hold notes for its own proprietary account or (iii) an individual resident of Japan or a Japanese corporation whose receipt of interest on the notes will be made through a payment handling agent in Japan as defined in Article 2-2, Paragraph (2) of the Cabinet Order.