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.