Nippon Telegraph and Telephone : Corporate Governance Report (June 21, 2024)

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.

Corporate Governance Report

Last Update: June 21, 2024

NIPPON TELEGRAPH AND TELEPHONE CORPORATION Representative: Akira Shimada, President and Chief Executive Officer Contact: https://group.ntt/en/ir/contact/index.htmlSecurities Code: 9432 https://group.ntt/en/ir/

The corporate governance of NIPPON TELEGRAPH AND TELEPHONE CORPORATION (the "Company" or "NTT") is described below.

1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other

Basic Information

1. Basic Views

NTT believes that raising the effectiveness of corporate governance is an important management issue for meeting the expectations of various stakeholders, including shareholders and other investors, as well as customers, business partners, and employees, and for maximizing corporate value. Accordingly, NTT is working to strengthen corporate governance based on the purpose of the principles of the "Corporate Governance Code" by: (1) ensuring sound management; (2) executing appropriate decision-making and business activities; (3) clarifying accountability; and (4) maintaining thorough compliance as basic policies.

(1) Ensuring sound management

NTT, in order to strengthen functions for appropriately supervising and auditing business operations, ensures sound management by appointing outside Members of the Board and outside Audit & Supervisory Board Members as independent officers for implementing the supervision and auditing through the meetings of the Board of Directors and Audit & Supervisory Board. In addition, through its adoption of an executive officer system, NTT intends to clearly separate management-relateddecision-making and supervisory functions from business execution functions and improve its management flexibility.

(2) Executing appropriate decision-making and business activities

Decisions at NTT are made based on an authority policy setting forth the responsibilities and authorities for the president, the senior executive vice presidents, senior vice presidents and the officers of each organization under the supervision of the Board of Directors. Furthermore, in order to convene discussions regarding fundamental policies and other important business execution-related matters, and to smoothly execute matters delegated by the Board of Directors, NTT established Executive Officers Meetings comprising the senior vice presidents, to enhance deliberations on matters decided at Board of Directors' meetings, consultations are held in Executive Officers Meetings ahead of time, committees are formed for each type of significant business execution-related matters under the Executive Officers Meetings, in which relevant senior vice presidents and others also participate, to enable discussions towards the resolution and appropriate decision-making of matters. NTT implements appropriate business execution with respect to matters resolved and determined at Board of Directors' meetings or during Executive Officers Meetings, through the autonomous business operations of the major organizations, based on NTT's organization policy, for which each major organization is responsible.

(3) Clarifying accountability

NTT is making efforts to disclose information in an appropriate, fair and timely manner, as it considers receiving the appropriate market ratings with respect to this area as important. Therefore, NTT strives to clarify accountability through various channels; NTT hosts presentations of financial results conducted by

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related officers, including the president, explains matters such as NTT Group's business progress and trends via a variety of press conferences and press releases, and swiftly discloses information via NTT's website.

(4) Thorough compliance

In order to comply with applicable rules and regulations, NTT formulated the NTT Group Corporate Ethics Policy, which applies to all officers and employees of NTT Group, lays out the basic principles of corporate ethics and provides specific guidelines for ethical behavior. Based on this policy, NTT engages in business while maintaining high ethical standards. NTT believes that in order to make this effective, it must conduct on-going educational activities. NTT conducts corporate ethics and sustainability/environmental and other training for its employees, and also conducts surveys to assess corporate ethics awareness of its employees. Furthermore, in order to foster a more open group-wide corporate culture, NTT has established a "Corporate Ethics Help Line" across the group as an internal and external point of contact for making whistleblower reports, which may be made on an anonymous or identified basis. NTT shall ensure that whistleblowers do not suffer disadvantages as a result of using these help lines. In addition, NTT Group has established and operates an independent reporting (direct reporting) route to Audit & Supervisory Board Members as a contact point that is independent from management.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]

NTT Group has implemented all principles of the "Corporate Governance Code" as revised in June 2021.

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[Disclosure Based on the Principles of the Corporate Governance Code]

• Cross-Shareholdings(Principle 1-4)

NTT does not hold shares for the purpose of creating stable shareholders, and has no plans to hold such shares in the future. Conversely, NTT's business policy is to promote open innovation and collaboration with partners in a variety of industries with the aim of enhancing corporate value over the medium to long term. Based on this policy, at the Investment Strategy Committee, the Company verifies whether an individual holding will contribute to medium- to long-term enhancements in financial results and holds or sells shares accordingly. Among the comprehensive list of factors taken into consideration by the Investment Strategy Committee are the contribution to the medium- to long-term results of NTT, the progress of business collaborations, future considerations concerning business collaborations, trends in performance at investment targets and future business strategies of NTT. In addition, we apply the same policy to the strategic shareholdings of our Group companies, verifying every year whether individual holdings are appropriate, and taking steps to sell or take other actions accordingly.

Details of the status of NTT's holdings of such shares are as described in NTT's Annual Securities Report.

• IR Library:https://group.ntt/en/ir/library/

With respect to exercising voting rights of strategic shareholdings, NTT exercises voting rights acquired through share ownership, as it sees fit and appropriate and upon determining whether it is an initiative that would contribute to the improvement of medium- and long-term corporate value, from the perspective of sustainable growth of the companies NTT invests in and improving corporate value for both NTT and the companies.

■ Related Party Transactions (Principle 1-7)

Transactions with directors and other important transactions must be approved by the Board of Directors in advance. NTT sets out fair and appropriate terms and conditions for all transactions considering market prices and other factors so as not to harm the interests of the company and the shareholders.

Transactions between directors and major shareholders are examined by the Legal Office, among others, in accordance with internal regulations and other procedures and are regularly reported at Board of Directors' meetings attended by outside independent Members of the Board and outside independent Audit & Supervisory Board Members.

Furthermore, NTT approves all transactions according to the size and importance of each transaction based on internal regulations. NTT has a system in which Audit & Supervisory Board Members and the internal auditing department check the details of approvals.

• Ensuring Company Diversity (Supplementary Principle 2-4-1)

(1) Views on Ensuring Diversity, Implementation of Measurable Targets and Disclosure of Current Progress

As of the filing date of this report, NTT's Board of Directors, Audit & Supervisory Board and Executive Officers are each least 30% composed of women. NTT Group has been working to ensure, develop and nurture a climate for diverse personnel in order to reflect a diversity of opinions in its business operations. NTT has set targets for female and mid-career hires, as set forth in the table below. NTT has been working to actively recruit foreigners and will work to increase their recruitment and promotion for the future.

NTT also emphasizes employee experience (EX), based on the principle that "people" are the driving force that will create value for the world and build a sustainable society. In order to assess employee experience, NTT conducts engagement surveys every year, and strengthens initiatives to improve upon issues identified through the surveys. NTT aims to improve its engagement score every year, and in FY2023, its engagement score was 54% (a 3 points decrease from the previous fiscal year).

Furthermore, across NTT Group as a whole, outside of Japan there are approximately 150,000 personnel working across 75 countries and regions worldwide (as of March 2024). Amongst the main group companies,

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one non-Japanese board member has been appointed at NTT DATA GROUP CORPORATION and seven non- Japanese board members have been appointed at NTT DATA, Inc.

In addition, through the job-based personnel system for high-ranking managers, it is possible to secure a diverse range of personnel, not limited to personnel within the company.

	Subject	Measurable Target	Current Status
Women		Employment	30% per year	33.4% FY2023
		Promotion to	30% of New Manager Appointment from	27.9% in FY2023
		Managers and	FY2021
		Directors	15% of Managers in 2025	11.8% in FY2023
		Appointment as	25% to 30% of Directors in 2025	23.7% in June 2024
		Core Personnel
External		Mid-Career Hires	-	42.4% in FY2023
Personnel

1. • The scope of the targets and current statuses listed in the table above consists of the five main domestic companies (NIPPON TELEGRAPH AND TELEPHONE CORPORATION, NTT DOCOMO, INC. *,
     NIPPON TELEGRAPH AND TELEPHONE EAST CORPORATION, NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION and NTT DATA GROUP CORPORATION*).
   • Figures for NTT DOCOMO, INC. include NTT COMMUNICATIONS CORPORATION. In addition, while figures for NTT DATA GROUP CORPORATION include NTT DATA JAPAN CORPORATION and NTT DATA, Inc., the rate of female executives does not include NTT DATA JAPAN CORPORATION and NTT DATA, Inc.
   • As of the filing date of this report, the ratios of female Members of the Board, Audit & Supervisory Board Members, and Executive Officers at the Company were 40.0%, 40.0%, and 33.3%, respectively.
   • As NTT has achieved the mid-career hire rate target that had been established in FY2021 (ratio of 30% in FY2023) for three consecutive fiscal years, NTT will only be monitoring performance for FY2024.
2. Policies for Personnel Development and Improving the Environment for Ensuring Diversity, and Status of Implementation

NTT Group believes that the key to improving EX is to have a diverse range of personnel autonomously think about their careers starting from the time they join the company, and then develop work experience, add to their skills through trainings and take on new challenges after assessing their development. In order to enable each individual employee to pursue their own autonomous career development, NTT Group provides the environment illustrated in the diagram below, and is developing a wide range of personnel policies for the purpose of both supporting growth and creating diverse work styles and work environments.

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In order to support employees' growth, beginning in October 2021, NTT implemented a job-based personnel and salary system for all managers, moving away from age and seniority-based systems and shifting from the prior system of allocating the best position available for a particular person, towards a system of allocating the best person available for a particular position, and creating a system in which compensation is more closely linked to company and individual performance. NTT intends that, through this system, it will be possible to allocate personnel who are suited to necessary roles/jobs (posts) to achieve particular strategies, and that it will create and increase opportunities for employees to take on challenges. For regular employees, NTT introduced a new personnel and salary system in April 2023 aimed at nurturing them into true professionals with high levels of expertise and skills who can carve out their own careers. Moving forward, in every phase of employees' careers from recruitment and development to placement, NTT aims to shift towards operations that emphasize specialization, thereby facilitating the autonomous career development of its employees. By implementing these improvements in the personnel system, the selection rate for management positions (the percentage of managers who were selected in July 2023, in excess of the previous pace of promotions) was 18.8%, and the selection rate of regular employees (the percentage of employees who were promoted in excess of the previous page of promotions, at the regular employee promotion time of October 2023) was 10.0%, showing support for autonomous career development and taking on challenges.

Furthermore, to enhance the effectiveness of high-level specialization and skill acquisition, NTT has expanded its training programs. NTT has prepared approximately 650 courses, which employees can select based on their own career plans and skill development goals and proceed with their learning accordingly. In addition, NTT began deploying dedicated career consultants for NTT Group starting in July 2023 to support employees in taking an active and autonomous approach to designing their careers. These consultants, who hold national certifications and draw from rich sets of experiences, provide individualized career advice to each employee.

Additionally, NTT promotes public recruitment and allows side jobs to offer a diverse range of career paths. As a method for supporting voluntary applications for personnel transfers, NTT established the "NTT Group Job Board," which allows for constant recruitment and timely applications. Since this was launched on July 1, 2023, approximately 750 applications have been received in a nine-month span. On an annualized basis, this represents an approximately 6x increase in the number of applications compared to the former public recruitment system that was in place until the prior fiscal year. In addition, NTT has implemented an in-house side job ("double-work") system in which employees can allocate a portion of their work time to other groups while continuing to work within their current groups, in order to support employees' autonomous skill and career development. NTT will continue working to develop an environment that allows NTT Group employees to actively take on challenges and develop themselves.

In order to develop diverse work styles and work environments, NTT promotes remote-work standard and hybrid work. Adopting policies such as the remote-work standard system, flex time without fixed work times and split-shift work, has increased the degree of freedom available for employees' working hours, work places and homes, which has further expanded the options for work styles that align with employees' lifestyles. NTT is implementing an optimized work style (hybrid work) that combines that strengths of both in-person and remote work, aiming to balance flexibility in employees' work styles with improvements in organizational and team productivity. NTT has determined that there is a positive relationship between autonomous work styles (where employees can choose their own work styles) and engagement, and will continue to promote the development of a diverse range of work styles and environments. In addition, NTT promotes diversity and inclusion as a means of achieving both the sustainable growth of NTT Group and a sustainable society. In order to be a business that flexibly adapts to changes in the external environment and that continues to create new value, NTT believes that it must transform itself from a homogeneous organization into an organization where a diverse range of personnel can thrive. As a specific measure, NTT Group continuously aims to develop female core management personnel. In addition to ensuring that at least 30% of the eligible employees at NTT University are women, NTT Group has also set a target ratio of at least 30% women amongst newly appointed managers, and conducts trainings for female employees at all levels, as well as trainings for employees returning from childcare leave, their managers and others.

Furthermore, in order to create a work environment that is comfortable for all minorities including women, persons with disabilities and LGBTQ persons, and for employees with circumstances such as childcare

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or nursing care, NTT Group is building networks of personnel and conducting trainings to develop knowledge from surrounding personnel (particularly managers), change mindsets and cultivate a corporate culture.

Also, in order to enhance its employees' "work-in-life," NTT is promoting a work environment in which employees are able to actively participate in childcare and balance nursing care and medical treatment. With respect to the rate of childcare leave and other leave taken by male employees for childcare purposes, NTT achieved a rate of 128.5% against the target of 100% of FY2023. Among them, the proportion of employees taking childcare leave is 39.5% (an increase of 11.1% compared to the previous year), indicating a rise in the ratio of employees taking childcare leave instead of short-term leave. NTT will promote the creation of an environment where employees are more easily able to take long-term childcare leave.

At NTT Group, a "D&I Statement" has been formulated in order to promote diversity and inclusion. Please refer to NTT's website for details on specific initiatives, including ensuring diversity and developing personnel.

• • Sustainability Charter:https://group.ntt/en/newsrelease/2021/11/10/211110d.html
  • Human Rights Policy:https://group.ntt/en/newsrelease/2021/11/10/211110c.html
  • IR Library:https://group.ntt/en/ir/library/
  • NTT Group Diversity and Inclusion:https://group.ntt/en/diversity/index.html
• Roles of Corporate Pension Funds as Asset Owners (Principle 2-6)

Based on the fact that management of corporate pension funds affects the stability of employee assets, and also has an effect on the company's financial condition, NTT Group is working to allocate and develop personnel with the necessary experience and qualifications to be able to conduct monitoring and other appropriate activities with respect to the organization in charge of the corporate pension.

• Full Information Disclosure (Principle 3-1)

1. Please see NTT's website for a discussion of company objectives (e.g., business principles), business strategies and business plans.
2. • Medium-TermManagement Strategy:https://group.ntt/en/ir/mgt/managementstrategy/
3. Please see "1. Basic Views" of "I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information" in this report for a discussion of basic views and guidelines on corporate governance.
4. Please see "Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods" under "Director Remuneration" in "1. Organizational Composition and Operation" of "II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management" in this report for a discussion of board policies and procedures in determining the remuneration of senior management and directors.
5. Please see "Composition of the Board of Directors, Nomination Procedures of Directors, etc. (Supplementary Principle 4-11-1)" of "1. Basic Views" of "I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information" in this report for a discussion of board policies and procedures in the appointment/dismissal of the senior management and the nomination of directors and kansayaku candidates.
6. Since the fiscal year ended March 31, 2016, reasons for individual nominations and appointments when Member of the Board and Audit & Supervisory Board Member candidates are appointed have been explained in General Meeting of Shareholders reference documents. Please refer to NTT's website for details.
7. • Shareholders' Meetings:https://group.ntt/en/ir/shares/shareholders_meeting/
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• Initiatives Regarding Sustainability, Human Resources and Investments in Intellectual Property Resources (Supplementary Principle 3-1-3)

Through the promotion of the IOWN concept, which is based on high ethical standards and cutting-edge technology and innovation, NTT Group is working towards (1) co-existence with nature (Earth) (responses to environmental issues), (2) joint prosperity of cultures (groups, societies and countries) (responses to social issues) and (3) the maximization of well-being (happiness) (responses to human rights/Diversity & Inclusion). Through these initiatives, NTT Group will simultaneously achieve both corporate growth and the resolution of social issues, contributing to the achievement of a sustainable society.

In addition, in May 2023, NTT Group announced its new Medium-Term Management Strategy, "New Value Creation & Sustainability 2027 Powered by IOWN." NTT is aiming to be a creator of new value and accelerator of a global sustainable society, and advancing a wide variety of other initiatives.

NTT Group considers the promotion of sustainability to be an important management issue, and particularly important matters are determined based on discussions with members of the board.

As a supervisory system of members of the board, NTT Group has established a Sustainability Committee (with the President as the chairperson) directly under the Board of Directors to manage group-wide activity policies and their progress. Policies related to sustainability (the establishment, revision or abolition of the charter and related policies, and the determination of particularly important indicators) are determined by the Board of Directors after going through the Sustainability Committee.

With respect to the matters that have been chosen as important issues and activities amongst all sustainability-related issues, in FY2021, NTT Group discussed, selected and identified issues that NTT Group should address on a global scale after comprehensively considering new issues that surround sustainability, with reference to third-party organizations, ISO 26000, GRI Standards and other evaluation organizations, SDGs, global trends, internal workshops, the materiality of other companies and other factors. In addition, the level of priority for addressing these issues was assessed based on their impact on both "growth as a company" and "resolution of social issues," aiming for management that simultaneously achieves the resolution of social issues and business growth, while also incorporating opinions from external experts.

Sustainability-related issues and the appropriateness of their determined levels of priority are reviewed periodically (once a year) by the Board of Directors after deliberation by the Sustainability Committee and are reassessed as needed. NTT has determined that its four primary sustainability matters are: (1) climate change,

(2) human resources, (3) new value creation and (4) resilience.

Risks and opportunities related to climate change are disclosed in NTT's Integrated Report in accordance with TCFD.

Initiatives with respect to human resources are as set forth in Supplementary Principle 2-4-1. With respect to intellectual property, NTT Group is promoting strategic acquisitions, intellectual property asset risk management and leveraging of owned intellectual property, as an intellectual property strategy that is integrated with NTT Group's business strategy and research and development strategy. NTT Group believes that the appropriate protection and utilization of intellectual property that is created through research and development is important for the continuous growth of NTT Group and, therefore, for NTT Group's continuous contributions to customers and society.

In addition to the above, please refer to the company's website, Annual Securities Report, and Integrated Report for details on specific initiatives regarding sustainability, human resources and intellectual property initiatives.

• Sustainability Charter:https://group.ntt/en/newsrelease/2021/11/10/211110d.html
• Human Rights Policy:https://group.ntt/en/newsrelease/2021/11/10/211110c.html
• New Environment and Energy Vision, "NTT Green Innovation towards 2040":https://group.ntt/en/newsrelease/2021/09/28/210928a.html
• IR Library (Annual Securities Report, Integrated Report):https://group.ntt/en/ir/library/
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• • NTT Group Sustainability:https://group.ntt/en/csr/
  • NTT Research and Development:https://www.rd.ntt/e/
• The Roles and Responsibilities of the Board of Directors (Supplementary Principle 4-1-1)

The Board of Directors decides on matters set forth in a policy of the Board of Directors, including statutory items as well as important matters related to corporate management and Group management and supervises the status of the execution of Members of the Board and senior vice presidents through quarterly reports received from the Members of the Board and senior vice presidents. Furthermore, an appropriate range of delegation has been established for executing business related to matters that do not require decisions by the Board of Directors. For further details, please see "(1) Corporate Governance System" under "2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions (Overview of Current Corporate Governance System)" of "II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management" in this report.

■ Succession Plan (Supplementary Principle 4-1-3)

With respect to successor candidates for positions such as the CEO, NTT views it as important to secure successor candidates who can respond to the speed of changes in technological innovation, market trends, and business environment. By securing the diversity of candidates through offering experience of a broad range of jobs and appointments to important posts, NTT is cultivating personnel for promotion who, in addition to possessing integrity and insight, are exceptionally well-suited to the times. Decisions regarding appointments are made by the Board of Directors after they have been presented for deliberation to the Nomination Committee, a preliminary review institution of the Board of Directors which consists of five Members of the Board, including three outside independent Members of the Board.

For future management candidates, NTT selects various people of any age, gender, or field of expertise. Through education at "NTT University," which is a program for developing management candidates, NTT targets diverse people who are full of desire to lead NTT's transformation.

■ Independence Standards and Qualification for Independent Directors (Principle 4-9)

NTT designates outside Members of the Board and Audit & Supervisory Board Members that fulfill both the independence criteria stipulated by the Tokyo Stock Exchange as well as NTT's own independence standards as independent Members of the Board or independent Audit & Supervisory Board Members. For details on NTT's independence standards, please see "Matters relating to Independent Directors/Kansayaku" under "Independent Directors/Kansayaku" in "1. Organizational Composition and Operation" of "II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management" in this report.

■ Use of Optional Approach (Supplementary Principle 4-10-1)

Please see "2. Directors" in "1. Organizational Composition and Operation" of "II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management" in this report.

• Composition of the Board of Directors, Nomination and Dismissal Procedures for Directors, etc.
  (Supplementary Principle 4-11-1)

In terms of the composition of NTT's Board of Directors, the nomination of executives is based on the NTT Group Personnel Policy, and personnel with the skills to resolve issues recognized by NTT Group are nominated broadly from inside and outside of the Group. Outside Members of the Board and outside Audit & Supervisory Board Members are elected with the expectation that they can provide opinions based on a broad management perspective or as an expert. Furthermore, both non-outside and outside Members of the Board are elected in line with NTT Group's promotion of diversity. The Board of Directors consists of 10 Members of the Board, including five independent outside Members of the Board (three of whom are women), such that the ratio of outside Members of the Board is 50%. Pursuant to applicable law (Articles 10(1) and (2) of the Act on Nippon Telegraph and Telephone Corporation, etc.), NTT is not permitted to appoint non-Japanese

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Representative Members of the Board, and is not permitted to have non-Japanese Members of the Board comprise one-third or more of its total Members of the Board.

NTT Group Personnel Policy

[Basic Policy]

NTT Group strives to contribute to the resolution of social issues and the realization of a safer, more secure, and more affluent society. To accomplish this goal, the Group aims to be a contributor to a global sustainable society by creating new value. NTT has established the policy of positioning individuals that share these ideals in the upper ranks of NTT Group's management, and NTT is electing such individuals from both inside and outside the Group.

[Nomination Policy of Candidates for Members of the Board]

In regard to Member of the Board candidates, individuals are elected based on the broad-ranging perspective and experience, superior management skill and leadership, business sense and motivation necessary to contribute to the overall development of NTT Group in order to facilitate the improvement of NTT Group's corporate value. The Board of Directors is of a size appropriate to the Group's business, and the composition of the Board of Directors takes into account a balance of specialties and diversity.

From the perspective of strengthening the function of supervising business execution, for outside independent Members of the Board, NTT elects individuals who present no risk of a conflict of interest with general shareholders. In principle, NTT appoints several outside independent Members of the Board.

[Nomination Policy of Candidates for Audit & Supervisory Board Members]

NTT has the policy of electing candidates for Audit & Supervisory Board Members that have the capacity to provide audits based on specialized experience and insight.

From the perspective of guaranteeing fair audits of the execution of duties by Members of the Board, for outside independent Audit & Supervisory Board Members NTT elects individuals who present no risk of a conflict of interest with general shareholders. In accordance with the Companies Act, NTT ensures that outside independent Audit & Supervisory Board Members make up half or more of the Audit & Supervisory Board.

With regard to the nomination of Members of the Board, NTT has established the Nomination Committee, which consists of five Members of the Board including three outside independent Members of the Board. The Nomination Committee discusses candidates and then makes proposals to be approved by the Board of Directors and presented for voting at the General Meeting of Shareholders.

With regard to the nomination of Audit & Supervisory Board Members, nomination involves Members of the Board proposing Audit & Supervisory Board Member candidates based on the nomination policy described above. These proposals are then discussed by the Audit & Supervisory Board, which consists of half or more of outside independent Audit & Supervisory Board Members, and consent is granted if appropriate. The candidates are then approved by the Board of Directors and presented for voting at the General Meeting of Shareholders.

Ref. Skill Matrix for Directors/Audit & Supervisory Board Members

The fields considered especially important by NTT Group for realizing its Medium-Term Management Strategy have been defined as: (1) business management; (2) marketing/global business; (3) IT/DX/R&D; (4) legal/risk management/public policy; (5) HR; and (6) accounting/finance. The skills of individual Members of the Board are also well-balanced and appropriately distributed. A list is presented in the table below.

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Note: Up to five fields in which expectations for individual Members of the Board/Audit & Supervisory Board Members are particularly high are listed. The above table is not an exhaustive list of the knowledge and experience possessed by each Member of the Board or Audit & Supervisory Board Member.

• Concurrent Positions Held by Members of the Board and Audit & Supervisory Board Members (Supplementary Principle 4-11-2)

Members of the Board and Audit & Supervisory Board Members execute the work necessary to fulfill their roles and responsibilities, and the number of the significant concurrent positions held by Members of the Board and Audit & Supervisory Board Members is considered to be within a reasonable range. Please refer to NTT's website for details relating to the status of significant concurrent positions held by Members of the Board and Audit & Supervisory Board Members.

• • Details of Shareholders' Meetings:https://group.ntt/en/ir/shares/shareholders_meeting/
• Evaluation of the Effectiveness of the Board of Directors (Supplementary Principle 4-11-3)

The Board of Directors of the Company, which is a pure holding company, plays the role of monitoring the specific business operations of the Group companies based on the medium- to long-term business strategy of the entire Group.

The Board of Directors of the Company decides important items related to the Group's management that have passed the Executive Officers Meeting, which is made up of the Executive Officers and others, as well as the review of the various committees chaired by the President or a Senior Executive Vice President and attended by the relevant Executive Officers, while also monitoring the status of the execution of the duties of the individual Members of the Board and Executive Officers.

At meetings of the Board of Directors, based on the authority of the individual Members of the Board, current issues in group management and the initiatives being taken to resolve them, as well as initiatives for growing the business, such as investments and partnerships, are reported and reviewed. During the fiscal year ended March 31, 2024, active discussions were held centering on the new Medium-Term Management Strategy "New Value Creation & Sustainability 2027 powered by IOWN," the appropriate business direction for NTT Group, and priority initiatives for the future. Furthermore, in addition to the advance explanations of agenda items to be discussed at Board of Directors meetings, explanations of matters such as issues of immediate concern and the status of considerations were also given to the outside independent Members of the Board by Representative Members of the Board. By striving to clarify the focus of execution of duties and the purpose

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