May 12, 2016 Motors Corporation Public Relations Department

Notice on Execution of Basic Agreement regarding Capital and Business Alliance, Shelf Registration of Issuance of New Shares by Third-Party Allotment, and Personnel Transfers at Major Shareholders, Largest Shareholder, and Other Affiliates

Mitsubishi Motors Corporation (“MMC”) is providing you with this notice because it passed the following resolutions at the board of directors meeting held on May 12, 2016. The resolutions concern the execution of a basic agreement (the “Basic Agreement”) for proceeding with discussions and studies towards completing a capital and business alliance (the “Alliance”) with Motor Co., Ltd. (“Nissan”) and the issuance of new shares to Nissan through a third- party allotment (the “Third-Party Allotment”). MMC has completed a shelf registration (“Shelf Registration”) of the Third-Party Allotment. MMC is also providing you with this notice because it expects that the Third-Party Allotment will necessitate personnel transfers at the major shareholders, at the largest shareholder that is a major shareholder, and at affiliates of the company. Furthermore, the execution of the Alliance and the Third-Party Allotment is conditioned on i the execution of an alliance agreement between Nissan and MMC pursuant to the Basic Agreement, ii the acquisition of all approvals and authorizations by antitrust authorities, foreign exchanges, and regulatory authorities in each country regarding the Alliance, iii the absence of the discovery of any facts or events in the due diligence on MMC performed by Nissan and in the review conducted by the Special Investigation Committee that could reasonably be expected to have a material adverse effect, and iv the execution of a shareholders’ agreement stipulating that a majority of MMC’s shares will continue to be held by Nissan, Mitsubishi Heavy Industries, Ltd. (“MHI”), Mitsubishi Corporation (“MC”), and The Bank of -Mitsubishi UFJ, Ltd. (“BTMU”) and that these parties will support the Alliance.

Particulars

I. Outline of the Alliance 1. Purpose and Reasons for the Alliance (1) MMC’s Business Conditions MMC went through a management crisis in 2004 with the outbreak of a scandal triggered by an incident involving the detachment of a tire from a large truck and Daimler Chrysler’s cessation of management support, but MMC subsequently rehabilitated its business with support primarily from MHI, MC, and BTMU (then, the Bank of Tokyo-Mitsubishi, Ltd.) of the Mitsubishi Group, including their subscription to preferred shares of MMC. On the operational side, MMC has proceeded to make choices and sharpen its focus in terms of regions and product development. Specific regional-development moves include MMC’s withdrawal of production from Europe and the United States, and its reinforcement of production capabilities in ASEAN countries. As for product development, MMC targeted pickup trucks, SUVs, and crossovers as strategic products, and promoted next-generation technological developments including electric vehicles and plug-in hybrid electric vehicles. Furthermore, MMC moved forward with cost-cutting measures, secured a stable management

base, and earned its highest-ever ordinary income and current-year profit in fiscal year 2012. MMC carried out a public offering of approximately 27 billion yen in fiscal year 2014, and was able to cancel all of the preferred shares that were held by the Mitsubishi Group. Then, in 2014, MMC again achieved its highest-ever levels of ordinary income and current-year profit. After the preferred shares were cancelled, MHI maintained MMC as an equity method affiliate, and as of the end of March 2016, MHI, MC, and BTMU held, directly or indirectly, 33.97% of MMC’s total issued and outstanding common stock. Meanwhile, MMC established a Corporate Ethics Committee and undertook measures to formulate and execute action programs to ensure compliance with corporate ethics in light of past scandals. However, as released the Report on On-Site Inspection (Special Audit) of Corporation dated April 23, 2013 by the Ministry of Land, Infrastructure and Transport (“MLIT”), the MLIT issued a verbal stern warning against MMC for (1) the insufficiency and inadequacy of MMC’s root-cause investigation and investigative methods pertaining to the specification of vehicles subject to recalls, (2) inappropriate internal decision- making that rendered market measures unnecessary without sufficient justification, (3) an extremely passive and feckless attitude toward examining market measures, and (4) improper explanations that MMC gave to the MLIT. MMC therefore launched a Customer First Program in 2013, which was an effort to promote quality reforms. However, as stated in the report titled Improper Conduct in Fuel- Consumption Testing of MMC Vehicles dated April 20, 2016, MMC improperly manipulated the fuel-consumption test data that it submitted to the MLIT in the certification process of MMC kei-cars to make the fuel consumption look better than it was, and revealed that MMC had adopted testing methods that were inconsistent with methods prescribed by Japanese law (the “Improper Conduct”). MMC established a Special Investigation Committee made up of independent, outside experts on April 25, 2016 to objectively and exhaustively investigate the Improper Conduct, and the Committee is currently investigating the facts, analyzing the causes, and looking into recurrence countermeasures. MMC also submitted an additional report to the MLIT regarding the Improper Conduct on May 11, 2016. It is unfortunate, to say the least, that MMC was unable to fully comply with its corporate ethics even after its previous misconduct. And MMC knows that its brand and credibility will inevitably suffer a serious blow because of the Improper Conduct. (2) Industry Circumstances In the global automobile industry, developed nations and regions are demanding both better fuel consumption and exhaust purification, increasingly sophisticated accident-prevention and safety technology requiring advanced IT technology, and improved value-added functions, such as those available in connected cars. Environmental regulations in particular are scheduled to be more stringent both in developed- and developing-country markets. MMC is also expecting increased research and development costs and capital expenditures for research and development of internal combustion engines (ICE) to satisfy environmental regulations, and to bolster its electric vehicle, hybrid vehicle, and plug-in hybrid vehicle product line-up. In the advanced accident-prevention and safety technology and connected car space, longer development cycles and large-scale purchases will be necessary to purchase high valued-added parts from large automotive parts and electronics manufacturers. It may therefore be difficult for MMC to remain competitive in this space in terms of its business scale. MMC has endeavored to effectively leverage its management resources and pursue revenue-

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generating opportunities through collaborative efforts, such as by beginning a joint project with Peugeot Citroen Automobiles S.A. in Russia in 2010, and forming a joint venture company (NMKV Co., Ltd.) with Nissan in 2011 to manufacture kei-cars in Japan. Amidst these tectonic shifts taking place in the management environment, in terms of the growing sophistication of research and development, long-term development cycles, and development competition as outlined above, MMC must join a larger group consisting primarily of large-scale companies, share medium- to long-term strategies, carry out integrated management in the product and technology development space, effectively use development resources, and become more adept at purchasing parts with better commercial viability and elevated added value. (3) Purpose of the Alliance Nissan strengthened its competitiveness through an alliance with starting in 2008, and managed to drastically reduce costs and generate stable revenue. In fiscal year 2014, Nissan recorded consolidated sales of approximately 11 trillion yen and ordinary income of approximately 694.2 billion yen, each of which is roughly five times greater than what MMC recorded. According to an article published in the Nikkei Shimbun on February 16, 2016, the total, combined auto sales of Renault and Nissan reached 8.52 million units, making it the fourth largest group in the global automobile industry. Since reaching an agreement to supply OEM parts for light commercial vehicles in 2003, MMC has supplied Nissan with kei-cars and light commercial vehicles, and MMC reached an agreement with Nissan to expand business collaborations in December 2010. Since then, MMC’s cooperative relationship with Nissan has grown stronger, evidenced by the formation of the joint venture company (NMKV Co., Ltd.) to manufacture kei-cars with Nissan in Japan, as described above, in 2011. To further promote this cooperative relationship, MMC, Nissan, and the joint venture company (NMKV Co., Ltd.) reached a basic agreement in October 2015 to plan and develop next-generation kei-cars. However, Nissan pointed out some issues in connection with the next-generation development activities, which led to the discovery of the Improper Conduct when Nissan and MMC conducted joint re-testing of current car fuel consumption. MMC’s relationship with Nissan has been on solid ground until now, but it has recently soured in the capital markets because of the Improper Conduct, and some have expressed concern that this will have an adverse impact on MMC’s management strategy. MMC therefore seeks to build a constructive alliance relationship over the medium to long term with Nissan and to become a member of the Renault/Nissan group through the Alliance. In doing so, MMC believes that it can greatly restore MMC’s credibility in regard to maintainance of profit-generating opportunities and future competitiveness with this medium- to long-term strategy. Note that MMC’s misconduct, including the Improper Conduct, occurred mainly in MMC’s development division. MMC therefore has to reform its corporate culture and awareness of ethics, primarily in that division, and it believes that it can advance reforms of that division with personnel and technical support from Nissan. As stated in (1) MMC’s Business Conditions, and (2) Industry Circumstances above, MMC needs to i address the serious blow that its brand and credibility suffered due to the Improper Conduct, and ii make more efficient use of limited development resources in conjunction with a changing business environment and improve its purchasing efficiency, such as by purchasing high valued-added parts. MMC will raise capital from Nissan through the Alliance by executing the Third-Party Allotment. It will also endeavor to restore its brand and credibility as a member of the Renault/Nissan alliance by way of building a solid collaborative relationship that includes a capital tie-up. Furthermore, MMC believes it can effectively leverage development resources

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as part of the Renault/Nissan alliance through the integrated management of the product and technology development space, and improve its purchasing efficiency of parts centering on improved product viability and high value-added parts. With that, MMC passed the resolutions at the board of directors meeting held today concerning execution of the Basic Agreement with Nissan and issuance of new shares to Nissan through the Third-Party Allotment. Furthermore, when MMC carried out the public offering in 2014, MHI, MC, and BTMU have confirmed together with MMC that they will not assign or otherwise dispose of the MMC common stock that they have come to directly or indirectly hold through the public offering, and that this arrangement will not change after the Alliance is formed. However, MMC will no longer be an equity-method company of MHI as a result of the dilution that will occur upon the execution of the Third-Party Allotment.

2. Details of the Alliance (1) Details of the Capital Alliance MMC will issue 506,620,577 shares of common stock through the Third-Party Allotment to Nissan, and Nissan will subscribe to all the new shares that are issued by MMC. After the Third-Party Allotment, Nissan’s proportion of the total voting rights and Nissan’s proportion of the total number of issued common stock will each be 34.0%. Nissan will also become a major shareholder, the largest shareholder that is also a major shareholder, and an affiliate of MMC through the issuance of new shares through the Third-Party Allotment. For details about the Third-Party Allotment, please see section “II. Shelf Registration,” and for details about personnel transfers at the major shareholders, etc. please see “III. Personnel Transfers at Major Shareholders, the Largest Shareholder that is a Major Shareholder, and Other Related Companies.”

(2) Details of the Business Alliance MMC and Nissan have agreed to move forward with a business alliance with respect to the following matters. MMC and Nissan will discuss the specific policies and terms, etc. of the business alliance. ・Management exchanges;

・Cross sharing of engineering assets;

・Continue collaboration in developing kei-cars;

・Collaboration in the ASEAN region;

・Powertrain sharing in ICE and electric vehicle;

・Production facility utilization;

・Purchasing synergies; and

・Financial services and after sales.

(3) Details of the Basic Agreement and the Alliance Agreement

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MMC executed a Basic Agreement with Nissan today. The Basic Agreement provides that MMC shall execute, and Nissan shall subscribe to all the new shares issued through, the Third-Party Allotment, but that is conditioned on MMC and Nissan complying with an alliance agreement that they intend to execute (the “Alliance Agreement”). The Basic Agreement also provides that MMC and Nissan shall discuss the details in good faith with the objective being to reach an agreement by May 25, 2016 regarding the Alliance Agreement. MMC and Nissan have agreed in the Basic Agreement to stipulate the following in the Alliance Agreement. (1) The Third-Party Allotment is conditioned on i the acquisition of all approvals and authorizations by antitrust authorities, foreign exchanges, and regulatory authorities in each country regarding the Alliance, ii the absence of the discovery of any facts or circumstances in the due diligence on MMC performed by Nissan and in the review conducted by the Special Investigation Committee that could reasonably be expected to have a material adverse effect, and iii the execution of a shareholders’ agreement stipulating that a majority of MMC’s shares will continue to be held by Nissan, MHI, MC, and BTMU and that these parties will support the Alliance. (2) MMC will have 11 directors after the execution of the Third-Party Allotment; MMC’s board of directors will nominate a number of individuals designated by Nissan in accordance with Nissan’s proportion of voting rights (four individuals initially) as director candidates; MMC will hold a board of directors meeting to convene an extraordinary general shareholders’ meeting within 10 days of the execution of the Third- Party Allotment; and, one of the directors nominated by Nissan will be elected as the chairman of MMC if acceptable to a majority of the MMC’s board. (3) MMC and Nissan may cancel the Alliance Agreement if the Third-Party Allotment has not occurred within one year after the execution of the Alliance Agreement. However, this one-year period will be further extended for additional six months if the closing of the Third-Party Allotment is delayed due to regulatory approvals or a mandatory waiting period.

3. Outline of Alliance Counterparties Please see “II. Shelf Registration, 6. Reasons for Selecting the Third-Party Allotment Counterparty, (1) Outline of Third-Party Allotment Counterparty.”

4. Alliance Schedule

(1) The resolution date of the Board of May 12, 2016 Directors meeting of MMC and Nissan (2) Execution of the Basic Agreement May 12, 2016 (3) Execution of the Alliance Agreement By May 25, 2016 (planned) (4) Due diligence performed by Nissan By August 2016 (planned) (5) Payment for the Third-Party Allotment Around October 2016 (planned) (Note) (Note) Nissan will make the payment within 10 business days of the satisfaction of all terms and conditions.

5. Future Outlook As for the future outlook, MMC will proceed with discussions and reviews together with Nissan based on the Basic Agreement in order to achieve the Alliance, and will execute the Alliance Agreement by May 25, 2016. From this point forward, if any matters arise that should be

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publicly disclosed in regard to the Alliance, MMC will promptly disclose them.

II. Shelf Registration 1. Outline of Shelf Registration (1) Type of offered MMC’s common stock securities (2) Until the day on which two years elapse from the planned Planned issuance effective date of the Shelf Registration period (May 20, 2016 – May 19, 2018) (3) Planned issuance Up to 237,361,872,737 yen amount (4) Offering method Third-Party Allotment (planned) (5) The funds will be allocated to strengthening strategic product Purpose of raising research and development, upgrading research and development funds equipment, and reforming IT systems (planned) The issuance conditions are planned to be as follows. i Type and number of offered shares: 506,620,577 shares of MMC common stock ii Amount to be paid for the offered shares: 468.52 yen per share iii Total amount to be paid: 237,361,872,737 yen iv Amount of capital and capital reserve to be increased Amount of capital to be increased: 118,680,936,369 yen Amount of capital reserve to be increased: 118,680,936,368 yen (6) Issuance conditions v Payment period: September 1, 2016 – December 31, 2017 (Note)

The foregoing conditions are conditioned on i the execution of the Alliance Agreement pursuant to the Basic Agreement, ii the Shelf Registration having taken effect in accordance with the Financial Instruments and Exchange Act, and supplementary materials for the Shelf Registration having been submitted, iii all of the approvals and authorizations of the antitrust authorities, foreign exchanges, and other regulatory authorities in foreign countries having been obtained regarding the Alliance, etc. (Note) The timing for obtaining all of the approvals and authorizations stipulated in (6)iii above could not be confirmed as of the writing of this notice, so a payment period has been established. The planned allottee of the Third-Party

Allotment will make the payment for the Third-Party Allotment within 10 business days as long as all of the conditions for executing the Third-Party Allotment have been satisfied in the payment period.

2. Purpose and Reasons for the Shelf Registration The purpose of the Shelf Registration is to publicly announce the commencement of procedures for issuing new shares towards the creation of the Alliance with Nissan. MMC will submit Shelf Registration supplementary materials after the execution of the Alliance Agreement pursuant to the Basic Agreement. The purpose of the Third-Party Allotment is as stated in “I. Outline of the Alliance, 1. Purpose and Reasons for the Alliance.”

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3. Amount and Purpose of Funds to Be Raised and Planned Payment Period The amount of new shares planned for issuance will be up to a maximum of 237,361,872,737 yen, and the projected amount of funds to be raised at present is 237,361,872,737 yen. The issuance costs have not been finalized. The funds raised through the issuance of new shares will be allocated to strengthening strategic product research and development, upgrading research and development equipment, and reforming IT systems, but the details have not been finalized yet.

4. Stance on Reasonableness of Purpose of Funds The details of the purpose of the funds to be raised through the issuance of MMC common stock based on the Shelf Registration have not been finalized at present, but we have determined that the current purpose of the funds to be raised as stated in “3. Amount and Purpose of Funds to Be Raised and Planned Payment Period” is reasonable as stated below. That is, we believe the introduction of new products, such as frame-based pickup trucks and SUVs, which are strategic products of MMC, are measures that are essential for MMC to increase its sales. As stated in “I. Outline of the Alliance, 1. Purpose and Reasons for the Alliance,” MMC must upgrade its testing research equipment to next-generation equipment in order to comply with stringent environmental regulations as these regulations are becoming ever stricter. Reforming the global IT systems and improving MMC’s information infrastructure will also contribute to more efficient management. MMC has determined that these measures will facilitate improving its corporate value, and MMC expects that they will improve profits for existing shareholders.

5. Reasonableness of Issuance Conditions, etc. (1) Basis for Calculating Amount to Be Paid and Specific Details As for the amount to be paid for the Third-Party Allotment, MMC set the share price to 468.52 yen, which is the average of the volume-weighted average price (VWAP) of MMC’s shares from the trading day (April 21, 2016) immediately after April 20, 2016, the day that the Improper Conduct of MMC was reported in the news and that MMC publicly announced it (the “Public Announcement Date”) until May 11, 2016. The closing price of MMC’s shares was 864 yen on the trading day (April 19, 2016) immediately before April 20, 2016, the day that the Improper Conduct of the company was reported in the news and that MMC publicly announced it (the “Public Announcement Date”). MMC’s share price has traded in a range between 412 yen and 583 yen since the trading day (April 21, 2016) following the Public Announcement Date, and the average closing price of MMC shares (479.3 yen) since that day until the trading day (May 11, 2016; the “Preceding Trading Date”) immediately before the day the board of directors passed the resolution for the Third-Party Allotment is 41.9% (346.0 yen) lower than the average closing price (825.3 yen) in the one-month period leading up to the trading day immediately before the Public Announcement Date. Considering that the steep decline in MMC’s share price since the Public Announcement Date would be due to the impact of the Improper Conduct, and that such Improper Conduct has caused a deterioration of MMC’s brand and credibility, MMC believes that making the share price on and after the trading day (April 21, 2016) following the Public Announcement Date, by which time the share price is believed to have reflected the Improper Conduct after the Public Announcement Date, the basis for setting the share price is highly objective as grounds for calculating MMC’s share price. Furthermore, MMC believes that determining

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the amount to be paid using only the closing price on the Preceding Trading Day would be inappropriate because MMC’s share price has fluctuated greatly since the Public Announcement Date, so it is necessary to use the share prices over a certain period as the basis for the calculation. In light of these factors and as a result of holding discussions and negotiations with Nissan, MMC determined that it was reasonable to make the amount to be paid for the Third-Party Allotment the average of the VWAP of MMC’s share prices from the trading day (April 21, 2016) immediately after the Public Announcement Date until May 11, 2016. Furthermore, the amount to be paid for the Third-Party Allotment (468.52 yen) is a 2.2% discount over the simple average of the closing prices for the period from the trading day immediately after the Public Announcement Date until the Preceding Trading Day (479.3 yen), a 23.4% discount over the simple average of the closing prices for the one-month period leading up to the Preceding Trading Day (611.9 yen), a 38.3% discount over the simple average of the closing prices for the three-month period leading up to the Preceding Trading Day (759.8 yen), and a 47.1% discount over the simple average of the closing prices for the six-month period leading up to the Preceding Trading Day (885.7 yen). Although the amount to be paid for the Third-Party Allotment of 468.52 yen represents a discount of greater than 10% for the one-month, three-month, and six-month periods leading up to the Preceding Trading Day, it is the average of the VWAP of MMC’s shares from the trading day (April 21, 2016) following the Public Announcement Date until May 11, 2016, and as stated above, MMC believes it is highly objective to use the share prices from that period as the grounds for calculating the amount to be paid. This amount also conforms with the “Guidelines concerning Treatment of Capital Increase Through Third-Party Allotment” set by the Japan Securities Dealers Association given that it is a 5.3% discount over the closing price on the Preceding Trading Day, and MMC has determined that it does not fall under a particularly favorable amount to be paid. Furthermore, all MMC’s statutory auditors (consisting of five statutory auditors, of which three are outside statutory auditors) expressed its unanimous opinion that the amount to be paid does not fall under a particularly favorable amount to be paid for the planned allottee of the Third-Party Allotment and is legal based on the fact that it uses the share prices on and after the trading day (April 21, 2016) following the Public Announcement Date, by which time it is believed that the Improper Conduct had been reflected in the share prices, and that it conforms with the “Guidelines concerning Treatment of Capital Increase Through Third- Party Allotment” set by the Japan Securities Dealers Association.

(2) Grounds for Determining that the Number of Shares to Be Issued and the Magnitude of Dilution of the Shares Is Reasonable The number of shares planned to be issued in the Third-Party Allotment is 506,620,577 shares (representing 5,066,205 voting rights). As a result, a 51.5% dilution (51.5% of voting rights) will arise in regard to the total number of issued and outstanding shares of 983,661,919 shares (representing 9,833,737 total voting rights) as of March 31, 2016. Even with the dilution, MMC believes that it can improve its corporate value by raising funds from Nissan and building a firm alliance, including a capital tie up, through the Alliance as stated above, and expects that this will improve the profits for existing shareholders. Therefore, MMC believes that the number of shares to be issued in the Third-Party Allotment and the magnitude of the dilution of shares to be reasonable.

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6. Reasons for Choice, etc. of Planned Allottee (1) Summary Description of Planned Allottee

(As of September 30, 2015) (1) Name Nissan Motor Co., Ltd. (2) Location 2 Takara-cho, Kanagawa-ku, Yokohama-shi, Kanagawa-ken (3) Representative’s , President and Chief Executive Officer Name and Title (4) Type of Business Development, manufacture, and sales of automobiles, etc. (5) Stated Capital 605,814 million yen (6) Date Established December 26, 1933 (7) Number of Issued 4,520,715,112 shares Shares (8) Fiscal Year End End of March (9) Number of 149,388 (consolidated basis) Employees (10) Major Trading － Partner (11) Main Bank － (12) Major Shareholders Renault S.A. (Standing proxy: Mizuho Bank, Ltd. Settlement and Shareholding 43.40％ Sales Department) Ratios The Chase Manhattan Bank, N.A. London Special Account No. 1 (Standing proxy: Mizuho Bank, Ltd. Settlement Sales 3.20％ Department) (Note 1) State Street Bank & Trust Company (Standing proxy: The Hong Kong and Shanghai Banking Corporation Tokyo 2.89％ Branch) Japan Trustee Services Bank (Trust) 2.73％ The Master Trust Bank of Japan (Trust) 2.32％ Japan Trustee Services Bank (Trust 9) 1.45％ Nippon Life Insurance 1.20％ State Street Bank & Trust Company 505223 (Standing 1.19％ proxy: Mizuho Bank, Ltd. Settlement Sales Department) JP Morgan Chase Bank 385632 (Standing proxy: Mizuho 1.04％ Bank, Ltd. Settlement Sales Department) The Bank of New York, Mellon SA/NV 10 (Standing proxy: 1.03％ The Bank of Tokyo-Mitsubishi UFJ, Ltd.) （ ） Relationship between 13 the Party Companies There is no capital relationship between the Company and Nissan that should be stated. Further, there is no capital relationship between any Capital Relationships affiliated persons or companies of the Company and any affiliated persons or companies of Nissan deserving of special mention. There is no personnel relationship between the Company and Nissan Personnel that should be stated. Further, there is no personnel relationship between Relationships any affiliated persons or companies of the Company and any affiliated persons or companies of Nissan deserving of special mention. Business The Company sells kei-cars to Nissan. Nissan supplies the Company Relationships with finished vehicles (Delica Van, Dignity, Proudia and Lancer Cargo).

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The Company and Nissan entered into a 50/50 joint venture agreement to form a joint venture company, NMKV, which engages in product planning and development with respect to kei-cars for the Japanese market. Further, the Company, Nissan, and Suzuki Motor Corporation entered into an agreement that establishes rights and duties between shareholders with respect to Ltd. Nissan does not constitute a related party with respect to the Company. Status as a Related Further, Nissan’s affiliated persons and companies do not constitute a Party related party with respect to the Company. (14) Business Results and Financial Conditions over the past Three Years FY ending March FY ending March Fiscal Year FY ending March 2015 2013 2014 4,036,030 million 4,671,528 million 5,247,262 million yen Consolidated Net Assets yen yen 12,442,337 million 14,703,403 million 17,045,659 million yen Consolidated Total Assets yen yen Consolidated Net Assets per 890.38 yen 1,035.06 yen 1,152.83 yen

Share 8,737,320 million 10,482,520 million 11,375,207 million yen Consolidated Sales yen yen Consolidated Operating 438,823 million yen 498,365 million yen 589,561 million yen

Profit Consolidated Ordinary 504,421 million yen 527,189 million yen 694,232 million yen

Profit Consolidated Net Income 341,117 million yen 389,034 million yen 457,574 million yen

for the Period Consolidated Net Income for 81.39 yen 92.82 yen 109.15 yen

the Period per Share (yen) Dividend per Share (yen) 25 yen 30 yen 33 yen Note 1: In the shareholder register these shares are in the name of The Chase Manhattan Bank, N.A. London Special Account No. 1, but out of these shares, 140,142,000 are actually owned by Daimler Spain S.L., which is a wholly-owned subsidiary of Daimler AG. * Nissan, the planned allottee, is listed on the Tokyo Stock Exchange, Inc. Further, the Company has noted the details of the statement in Section IV, Matters concerning Internal Control Systems, etc., of the Corporate Governance Report that Nissan submitted to the Tokyo Stock Exchange, Inc., where it is stated that “Nissan, as a company, will deal with antisocial forces with a resolute attitude, and if an antisocial force makes an approach to the Company’s officers or employees, it will be reported promptly to the superior thereof and a specialized committee, and the instructions thereof will be followed,” and the Company has determined that there is no relationship whatsoever of Nissan and its officers with an antisocial force.

(2) Reasons for Selecting the Planned Allottee The reasons for the Company’s selection of Nissan as the planned allottee are as stated in I. Outline of the Alliance, 1. Purpose and Reasons for the Alliance, above. For the principal details of the Alliance with Nissan, please see I. Outline of the Alliance, 2. Details of the Alliance, (2) Details of the Business Alliance, above.

(3) Planned Allottee’s Shareholding Policy In the Basic Agreement, Nissan agrees to stipulate in the Alliance Agreement that Nissan will not transfer the Company’s shares to a third party (excluding Nissan’s group companies) until three years

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have passed from the closing date of the Third-Party Allotment. The Company plans to obtain a written covenant from Nissan by which Nissan, in the case that all or part of the allotted new shares are transferred within two years from the day of the allotment, consents to immediately reporting to the Company in writing, inter alia, the name and address of the person who receives the transfer, the number of transferred shares, the transfer date, the transfer price, the reason for transfer, and the transfer method, consents to the Company reporting the details of that report to the Tokyo Stock Exchange, Inc., and consents to the details of that report being made available for public inspection.

(4) Confirmed Details with Respect to Existence of Assets Required for Payment by Planned Allottee As a result of having confirmed the status of consolidated sales, consolidated total assets, consolidated net assets, and the amount of cash and cash equivalents, etc. stated in the consolidated financial statements pertaining to the Summary of Consolidated Financial Results [Japan GAAP] for FY 2015 Full Year that was released by Nissan on May 13, 2015, the Company has confirmed that Nissan has sufficient financial resources for the Third-Party Allotment payment.

7. Major Shareholders and Shareholding Ratios after Offering Before Offering (As of March 31, 2016) After Offering Mitsubishi Heavy Industries, Ltd. 12.64% Nissan Motor Co., Ltd. 34.00% Mitsubishi Corporation 10.07% Mitsubishi Heavy Industries, Ltd. 8.34% MHI Automotive Capital. LLC 1 3.93% Mitsubishi Corporation 6.65%

The Bank of Tokyo-Mitsubishi UFJ, 3.92% MHI Automotive Capital. LLC 1 2.59% Ltd. MHI Automotive Capital. LLC 2 3.45% The Bank of Tokyo-Mitsubishi UFJ, 2.58% Ltd. Japan Trustee Services Bank, Ltd. 2.81% MHI Automotive Capital. LLC 2 2.28% (Trust account) The Master Trust Bank of Japan, Ltd. 2.11% Japan Trustee Services Bank, Ltd. 1.85% (Trust account) (Trust account) JP Morgan Chase Bank 385632 1.81% The Master Trust Bank of Japan, Ltd. 1.39% (Trust account) THE BANK OF NEW YORK, 1.29% JP Morgan Chase Bank 385632 1.19% TREATY JASDEC ACCOUNT Japan Trustee Services Bank (Trust 9) 1.10% THE BANK OF NEW YORK, 0.85% TREATY JASDEC ACCOUNT Note: This is based on the shareholder register as of March 31, 2016, and the shareholding ratio is stated as the ratio of the total number of issued shares.

8. Future Outlook The Company currently is closely examining the effect of the Alliance and the Third-Party Allotment on performance for the fiscal year ending March 2017. Going forward, the Company will promptly disclose any matters that arise that should be disclosed.

Procedures under the Corporate Code of Conduct: o Matters concerning Procedures under the Corporate Code of Conduct Since the Third-Party Allotment has a dilution rate of 25% or more, acquisition of an opinion from an independent third party or a procedure to verify shareholder intent is required as prescribed in Article 432 of the Securities Listing Regulations established by the Tokyo Stock Exchange, Inc. Accordingly, in order to

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seek an objective opinion with respect to the necessity and appropriateness of the Third-Party Allotment from the independent outside directors Harumi Sakamoto and Takeshi Niinami and the independent outside statutory auditors Toshimitsu Iwanami and Yaeko Takeoka, the Company gave as detailed an explanation as is possible of these matters (purpose and reason for the issuance of new shares, amount of funds to be raised, use and planned timing of expenditures, conditions of issuance, reasons for choice of allottee, shareholder composition and shareholding ratio after capital increase, outlook for effect on future performance, and the like). As a result, the Company obtained an opinion letter jointly from the Company’s four independent directors and statotry auditors stating, “We believe that based on the reasons listed below, the Third-Party Allotment will be conducive to increasing corporate value, and it is recognized as being necessary and appropriate.” (1) Due to the wrongdoing disclosed on April 20, there has been a severe erosion of your company’s brand and credibility. In combination with the effect of past recall cover-up problems, it is expected that it will be extremely difficult for your company to independently rebuild its brand and credibility in the Japanese market in the future, so carrying out the Alliance with Nissan is necessary in order to strive to improve your company’s circumstances. In particular, since the aforementioned wrongdoing arose primarily in your company’s development division, we believe that obtaining the personnel and technical support of Nissan, which is knowledgeable about the development division, is necessary in order to carry out a thoroughgoing reform of corporate culture and consciousness. In light of the fact that such improvement of brand and credibility and thorough reform of corporate culture and consciousness are issues that should be dealt with urgently and be given the highest priority, we believe that it is necessary to carry out the Alliance at this stage. (2) Within large changes to the business environment such as the increasing sophistication and prolongation of research and development and the intensification of development competition in the automobile industry on a global basis, it is necessary for your company to strive to improve its corporate value by creating a strong operational alliance, such as by striving to enhance product salability and the efficiency of parts procurement and sales centered on high added value parts. (3) While details of the use of the procured funds presently have not been established, we believe that it is possible to increase your company’s corporate value by investing in new products such as the frame- bases pickup trucks and SUVs that are your company’s strategic products, moving to next-generation testing and research facilities in order to deal with strengthened environmental regulations, reforming global IT systems, and improving information infrastructures. We recognize the necessity for carrying out such capital expenditures, and use of the procured funds is reasonable within the intensified development competition as described in (2) above. (4) The amount to be paid in for the Third-Party Allotment is 468.52 yen, which is the average of the volume weighted average price (VWAP) for your company’s shares from April 21, 2016, which is the next trading day after the day that the wrongdoing was reported in the news and your company made its announcement (April 20, 2016; the “Public Announcement Date”) until May 11, 2016. It is a well- known fact that due to the wrongdoing your company’s brand and credibility will see a severe deterioration, the share price after the wrongdoing is an appropriate share price that reflects this kind of deterioration of brand and credibility at your company, and it is appropriate to make this the basis for calculating your company’s share price. Further, that share price is a 5.3% discount on the closing price for May 11, 2016, and it can be found to conform to the Japan Securities Dealers Association’s Rules Concerning Handling of Allotment of New Shares to Third Party. Therefore, it is an appropriate share price for the Third-Party Allotment. (5) The number of shares planned for issuance in the Third-Party Allotment is 506,620,577 shares (a dilution rate of 51.5%), and subsequently, Nissan will acquire 34.0% of your company’s voting rights. It is necessary for Nissan to have certain voting rights in order for your company to receive Nissan’s

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personnel and technical support as described in (1) above, and in order to create a stronger alliance as described in (2) above. Further, the amount that is planned to be raised on this occasion in connection with the use of the procured funds described in (3) above (237,361,872,737 yen) is appropriate in comparison with the capital expenditures that your company will require in the future.

9. Business Results and Status of Equity Financing in the Last Three Years (1) Business Results for the Last Three Years (Consolidated) FY ending March FY ending March FY ending March 2016 2014 2015 (Note) Consolidated Sales 2,093,409 million yen 2,180,728 million yen 2,267,849 million yen Consolidated Operating Profit 123,434 million yen 135,913 million yen 138,377 million yen Consolidated Ordinary Profit 129,472 million yen 151,616 million yen 141,027 million yen Consolidated Net Income for 104,664 million yen 118,170 million yen 89,094 million yen the Period Consolidated Net Income for the 156.60 yen 120.16 yen 90.59 yen Period per Share Dividend per Share 25.00 yen 16.00 yen 16.00 yen Consolidated Net Assets per 549.63 yen 669.74 yen 699.25 yen Share Note: These figures are based on the Summary of Consolidated Financial Results [Japan GAAP] for FY 2016 Full Year, and they are unaudited.

(2) Number of Issued Shares and Number of Potential Shares at the Present Time (As of March 31, 2016) Number of Shares Ratio of Issued shares Number of Issued Shares 983,661,919 shares100% Number of Potential Shares ― shares ―%

(3) Recent Share Price (i) Over the Last Three Years FY ending March 2014 FY ending March 2015 FY ending March 2016 Opening Price 980 yen 1,088 yen 1,073 yen High 2,260 yen 1,353 yen 1,168 yen Low 910 yen 1,001 yen 773 yen Closing Price 1,080 yen 1,085 yen 843 yen Note: The Company carried out a ten to one common share reverse stock split on August 1, 2013. In order to make it possible to grasp the share price continuously before and after implementation of the stock split, the share price for the fiscal year ending March 2014 is shown by adjusting it to the price after the split.

(ii) Over the Last Six Months December January May February March April 2015 2016 (Note) Opening Price 1,090 yen 1,033 yen 986 yen 798 yen 836 yen 459 yen High 1,132 yen 1,043 yen 987 yen 874 yen 880 yen 498 yen Low 1,006 yen 882 yen 773 yen 785 yen 412 yen 453 yen Closing Price 1,030 yen 962 yen 804 yen 843 yen 449 yen 495 yen Note: The share price for May 2016 is the price up to May 11, 2016.

(iii) Share Price on Trading Day Prior to Issuance Resolution

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May 11, 2016 Opening Price 480 yen High 498 yen Low 477 yen Closing Price 495 yen

(iv) Status of Equity Financing in the Last Three Years (i) Public offering Issue date January 29, 2014 Amount of funds raised 232,254,000,000 yen (estimated net proceeds) Number of issued shares at time of Common shares: 622,893,974 shares offering Series 1 class A preferred shares: 42,200 shares (as of December 31, 2013) Series 1 class G preferred shares: 130,000 shares Series 2 class G preferred shares: 168,393 shares Series 3 class G preferred shares: 10,200 shares Series 4 class G preferred shares: 30,000 shares Total: 623,274,767 shares Number of shares issued pursuant Common shares: 217,750,000 shares to offering Total number of issued shares Common shares: 840,643,974 shares after offering Series 1 class A preferred shares: 42,200 shares Series 1 class G preferred shares: 130,000 shares Series 2 class G preferred shares: 168,393 shares Series 3 class G preferred shares: 10,200 shares Series 4 class G preferred shares: 30,000 shares Total: 841,024,767 shares Initial use of funds at time of Along with the funds raised pursuant to the capital increase through issuance private offering set forth in (ii) below, (a) funds for acquisition of the Company’s preferred shares, and (b) a part of the Company’s capital investment funds Planned timing for disbursement (i) By March 31, 2014 at time of issuance (ii) By March 31, 2016 Status of allocation at the present Allocated as per the planned disbursement time

(ii) The third party allotment related to the secondary offering by way of over-allotment Issue date February 25, 2014 Amount of funds raised 21,813,064,000 yen (estimated net proceeds) Number of issued shares at time of Common shares: 840,643,974 shares offering Series 1 class A preferred shares: 42,200 shares (as of January 31, 2014) Series 1 class G preferred shares: 130,000 shares Series 2 class G preferred shares: 168,393 shares Series 3 class G preferred shares: 10,200 shares Series 4 class G preferred shares: 30,000 shares Total: 841,024,767 shares Number of shares issued pursuant Common shares: 20,419,700 shares to offering Total number of issued shares Common shares: 861,063,674 shares after offering Series 1 class A preferred shares: 42,200 shares Series 1 class G preferred shares: 130,000 shares Series 2 class G preferred shares: 168,393 shares Series 3 class G preferred shares: 10,200 shares

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Series 4 class G preferred shares: 30,000 shares Total: 861,444,467 shares Allottee Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. Initial use of funds at time of Along with the funds raised pursuant to the capital increase through issuance private offering set forth in (i) above, (a) funds for acquisition of the Company’s preferred shares, and (b) a part of the Company’s capital investment funds Planned timing for disbursement (i) By March 31, 2014 at time of issuance (ii) By March 31, 2016 Status of allocation at the present Allocated as per the planned disbursement time

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III. Personnel Transfers at Major Shareholders, the Largest Shareholder that is a Major Shareholder, and Other Related Companies 1. Background of Personnel Transfers It is expected that since Nissan will hold 34.0% of the Company’s voting rights pursuant to the Third-Party Allotment, Nissan will newly correspond to the Company’s major shareholder, largest shareholder that is a major shareholder and other related company. Further, it is expected that pursuant to the Third-Party Allotment, Mitsubishi Heavy Industries, Ltd., which is currently the Company’s largest shareholder that is a major shareholder and other related company, will no longer correspond to either a major shareholder, largest shareholder that is a major shareholder, or other related company, and Mitsubishi Corporation, which currently is a major shareholder of the Company, will no longer correspond to a major shareholder.

2. Summary Descriptions of Shareholders that will Change (1) Summary Description of Nissan Please see (1) Summary Description of Planned Allottee under II. Shelf Registration, 6. Reasons for Choice, etc. of Planned Allottee, above.

(2) Summary Description of Mitsubishi Heavy Industries, Ltd. (As of March 31, 2016) (1) Name Mitsubishi Heavy Industries, Ltd. (2) Location 2-16-5 Konan, Minato-ku, Tokyo (3) Representative’s Shunichi Miyanaga, President and CEO Name and Title (4) Manufacturing, sales, and engineering of ships, power plants, Type of Business environmental equipment, industrial machinery, aerospace equipment, air conditioning, etc. (5) Stated Capital 265,608,781,000 yen

(3) Summary Description of Mitsubishi Corporation (As of March 31, 2016) (1) Name Mitsubishi Corporation (2) Location 2-3-1 Marunouchi, Chiyoda-ku, Tokyo (3) Representative’s Ken Kobayashi, Representative Director, President Name and Title (4) Type of Business Trading company (5) Stated Capital 204,446,667,326 yen

3. Number of Voting Rights (Number of Shares Owned) Held by Such Shareholders Before and After Change and Percentage of Number of Voting Rights of All Shareholders (1) Nissan Number of voting Percentage of rights Large shareholder voting rights of all Attributes (number of shares rank shareholders owned) Before change (As of March 31, － － － － 2016) Largest 5,066,205 shareholder that is After change (506,620,577 34.00％ No. 1 a major shares) shareholder and other related

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company

(2) Mitsubishi Heavy Industries, Ltd. Number of voting Percentage of rights Large shareholder voting rights of all Attributes (number of shares rank shareholders owned) Largest shareholder that is Before change 1,242,938 a major (As of March 31, (124,293,855 12.64％ No. 1 shareholder and 2016) shares) other related company 1,242,938 － After change (124,293,855 8.34％ No. 2 shares)

(3) Mitsubishi Corporation Number of voting Percentage of rights Large shareholder voting rights of all Attributes (number of shares rank shareholders owned) Before change 990,442 Major (As of March 31, 10.07％ No. 2 (99,044,251 shares) shareholder 2016) 990,442 After change (99,044,251 6.65％ No. 3 － shares）

Notes: 1. As of March 31, 2016 the total number of issued shares is 983,661,919, and the total number of voting rights is 9,833,737. 2. The percentages stated above are rounded to the nearest second decimal place. 3. The large shareholder ranking after change is prepared based on the shareholder register current as of March 31, 2016 and based on the large volume holding reports verified by the Company by May 24, 2016.

4. Future Outlook There will be no effect on the Company’s performance due to the changes of major shareholder, largest shareholder that is a major shareholder and other related company as described above.

End of document

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(Exhibit)

Terms and Conditions

(1) Class and number of shares for Shares of common stock: 506,620,577 shares subscription (2) Paid in amount for shares for 468.52 yen per share subscription (3) Total paid in amount 237,361,872,737 yen (4) Amount of increased capital and capital Amount of increased 118,680,936,369 yen reserves capital: Amount of increased capital reserves: 118,680,936,368 yen (5) Offering or allotment method and Third-party allotment, with all shares being allotted to planned allottee and number of allotted Nissan Motor Co., Ltd. shares (6) Payment period From September 1, 2016 to December 31, 2017 (Note) (7) The items stated above are conditioned on (i) the Alliance Agreement being executed in conformance with the Basic Agreement, (ii) the Shelf Registration taking effect pursuant to the Financial Instruments and Exchange Act and the supplementary materials for the Shelf Registration having been submitted, and (iii) it being possible to obtain all authorizations for the Alliance from regulatory authorities, such as each country’s competition authority’s authorization and foreign exchange authorization. Note: A payment period is created since at this time it is not possible to establish the time at which all of the authorizations set forth in (7)(iii) above can be obtained. It is planned that the planned allottee will make payment for the Third-Party Allotment within ten business days if all of the conditions for the Third-Party Allotment are satisfied in the payment period.

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