Business
NTT : Extraordinary Report (June 22, 2026)
NTT : Extraordinary Report (June 22,
About this update from Ntt Inc
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. [Cover] [Document Filed] Extraordinary Report ( "Rinji Hōkokusho" ) [Filed With] Director, Kanto Local Finance Bureau [Filing Date] June 22, 2026 [Company Name] NTT Kabushiki Kaisha [Company Name in English] NTT, Inc. [Tile and Name of Representative] Akira Shimada, President and CEO [Address of Head Office] 5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo [Phone No.] +81-3-6838-5481 [Contact Person] Naoki Akaishi, Head of IR, Finance and Accounting Department [Contact Address] 5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo [Phone No.] +81-3-6838-5481 [Contact Person] Naoki Akaishi, Head of IR, Finance and Accounting Department [Place Where Available for Public Inspection] Tokyo Stock Exchange, Inc. (2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo) Reasons for filing At the 41st Ordinary General Meeting of Shareholders of NTT, Inc. held on June 18, 2026, matters were resolved as stated below. NTT is filing this Extraordinary Report pursuant to the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc. Matters to be reported Date the Ordinary General Meeting of Shareholders was held: June 18, 2026 Matters resolved: [Company Proposals] First Item Election of Eleven (11) Members of the Board (excluding Audit and Supervisory Committee Members) Eleven Members of the Board (excluding Audit and Supervisory Committee Members) were elected: Jun Sawada, Akira Shimada, Riaki Hoshino, Yutaka Sasaki, Sachiko Oonishi, Patrizio Mapelli, Ken Sakamura, Koichiro Watanabe, Noriko Endo, Natsuko Takei, and Miho Hanafusa. Ken Sakamura, Koichiro Watanabe, Noriko Endo, Natsuko Takei, and Miho Hanafusa are Outside Members of the Board. Second Item Election of One (1) Member of the Board who is an Audit and Supervisory Committee Member This item was resolved as proposed. Takashi Nakamura was elected as a Member of the Board who is Audit and Supervisory Committee Member and assumed office. Third Item Determination of Amount and Other Details of Performance-Linked Stock Compensation, etc. to Members of the Board (excluding Outside Members of the Board and Audit and Supervisory Committee Members) In order to align the performance-linked stock compensation plan with the partial revision of the Medium-Term Management Strategy, the applicable period and the method for calculating the number of the Company's shares and other benefits to be delivered were revised. [Shareholder Proposal] Fourth Item Amendment to the Articles of Incorporation (Promotion of activities that contribute to solving social issues and advancing the public welfare) This item was rejected. Fifth Item Stock Consolidation This item was rejected. Sixth Item Amendment to the Articles of Incorporation (Disclosure regarding status of compliance with laws and regulations) This item was rejected. Seventh Item Amendment to the Articles of Incorporation (Equal treatment of company proposals and shareholder proposals when exercising voting rights via the Internet) This item was rejected. Eighth Item Amendment to the Articles of Incorporation (Disclosure of questions in advance of the Ordinary General Meeting of Shareholders) This item was rejected. Ninth Item Amendment to the Articles of Incorporation (Relaxing the upper limit for the number of characters in the reason section in shareholder proposals) This item was rejected. Tenth Item Amendment to the Articles of Incorporation (Formulation and disclosure of a corporate philosophy) This item was rejected. Eleventh Item Amendment to the Articles of Incorporation (Formulation and disclosure of the definition of corporate value) This item was rejected. Twelfth Item Amendment to the Articles of Incorporation (Enhancement of disclosure regarding the cost of capital) This item was rejected. Thirteenth Item Amendment to the Articles of Incorporation (Information disclosure regarding the capital policy) This item was rejected. Fourteenth Item Distribution of earned surplus (Special dividend) This item was rejected. Fifteenth Item Determination of compensation for granting stock acquisition rights as stock options to Members of the Board (excluding Outside Members of the Board, Audit and Supervisory Committee Members and non-executive Members of the Board) This item was rejected. Status of voting rights: Number of shareholders holding voting rights 2,991,427 shareholders Total number of voting rights 814,764,729 voting rights Number of voting rights exercised for approval or disapproval of or abstention from each matter resolved, requirements for adopting each resolution and results thereof: Item Approval (A) (voting rights) Disapproval (voting rights) Abstention (voting rights) Total number of voting rights exercised (B) (voting rights) Approval rate ((A)/(B)) Results of resolutions [Company Proposals] First Item Jun Sawada 627,082,559 12,699,094 72,744 640,737,702 97.87% Adopted Akira Shimada 625,032,853 14,748,857 72,744 640,737,759 97.55% Adopted Katsuhiko Kawazoe 628,082,123 11,699,578 72,744 640,737,750 98.02% Adopted Takashi Hiroi 633,415,238 6,366,462 72,744 640,737,749 98.86% Adopted Sachiko Oonishi 633,620,746 6,161,005 72,744 640,737,800 98.89% Adopted Ken Sakamura 633,293,050 6,488,586 72,744 640,737,685 98.84% Adopted Yukako Uchinaga 633,371,687 6,409,951 72,744 640,737,687 98.85% Adopted Koichiro Watanabe 633,533,586 6,248,052 72,744 640,737,687 98.88% Adopted Noriko Endo 633,596,052 6,185,640 72,744 640,737,741 98.89% Adopted Natsuko Takei 633,804,198 5,977,494 72,744 640,737,741 98.92% Adopted Second Item 626,049,058 13,743,766 61,580 640,737,709 97.71% Adopted Third Item 636,168,325 3,626,518 58,656 640,736,804 99.29% Adopted [Shareholder Proposal] Fourth Item 20,087,403 619,347,760 419,599 640,738,067 3.14% Rejected Fifth Item 20,058,393 619,557,685 238,275 640,737,658 3.13% Rejected Sixth Item 22,639,719 616,938,345 276,286 640,737,655 3.53% Rejected Seventh Item 70,452,394 569,164,042 238,302 640,738,043 11.00% Rejected Eighth Item 23,638,778 615,893,984 321,987 640,738,054 3.69% Rejected Ninth Item 98,707,740 540,909,220 236,578 640,736,843 15.41% Rejected Tenth Item 20,103,966 619,516,889 232,287 640,736,447 3.14% Rejected Eleventh Item 20,714,036 618,908,282 230,834 640,736,457 3.23% Rejected Twelfth Item 35,364,268 604,250,704 238,176 640,736,453 5.52% Rejected Thirteenth Item 23,341,213 616,274,489 237,440 640,736,447 3.64% Rejected Fourteenth Item 23,604,508 616,013,061 235,916 640,736,790 3.68% Rejected Fifteenth Item 19,280,984 620,343,011 229,520 640,736,820 3.01% Rejected Notes: (1) Requirements for adopting each of the resolutions are as follows: First Item and Second Item : Require a majority vote of shareholders present at the meeting, at which shareholders who hold shares representing in the aggregate one-third (1/3) or more of the total number of voting rights of shareholders who are entitled to exercise their voting rights are present at the meeting. Third Item, Fourteenth Item and Fifteenth Item : Require a majority vote of shareholders entitled to exercise their voting rights present at the meeting. Fourth Item to Thirteenth Item: Require a two-thirds (2/3) or more vote of shareholders present at the meeting, at which shareholders who hold shares representing in the aggregate one-third (1/3) or more of the total number of voting rights of shareholders who are entitled to exercise their voting rights present at the meeting. (2) "Total number of voting rights exercised" is the sum of the number of voting rights exercised in advance up to and including the day before the Ordinary General Meeting of Shareholders plus the number of voting rights of shareholders who attended the meeting. Reason for not including certain voting rights held by shareholders attending the Ordinary General Meeting in the number of voting rights exercised for approval or disapproval of or abstention from each matter resolved: The sum of the number of voting rights exercised up to and including the day before the meeting and the number of voting rights held by principal shareholders whose votes had been confirmed on the day of the meeting met the approval or rejection requirements for each matter to be resolved. Accordingly, the number of voting rights held by shareholders (other than principal shareholders) attending the Ordinary General Meeting who exercised their voting rights for approval, disapproval or abstention have not been included.