Nippon Telegraph and Telephone : Extraordinary 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.

[Cover]
[Document Filed]	Extraordinary Report ("Rinji Hōkokusho")
[Filed With]	Director, Kanto Local Finance Bureau
[Filing Date]	June 21, 2024
[Company Name]	Nippon Denshin Denwa Kabushiki Kaisha
[Company Name in English]	NIPPON TELEGRAPH AND TELEPHONE CORPORATION
[Tile and Name of Representative]	Akira Shimada, President and Chief Executive Officer
[Address of Head Office]	5-1, Otemachi 1-chome,Chiyoda-ku, Tokyo
[Phone No.]	[phone]
[Contact Person]	Takuro Hanaki, Head of IR, Finance and Accounting Department
[Contact Address]	5-1, Otemachi 1-chome,Chiyoda-ku, Tokyo
[Phone No.]	[phone]
[Contact Person]	Takuro Hanaki, Head of IR, Finance and Accounting Department
[Place Where Available for Public	Tokyo Stock Exchange, Inc.
Inspection]	(2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)

1. Reasons for filing

At the 39th Ordinary General Meeting of Shareholders of Nippon Telegraph and Telephone Corporation ("NTT") held on June 20, 2024, 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.

2. Matters to be reported

1. Date the Ordinary General Meeting of Shareholders was held: June 20, 2024
2. Matters resolved: [Company Proposals]

First Item

Distribution of Earned Surplus

1. Type of asset to be distributed: Cash
2. Matters relating to allotment of dividends and total amount of dividends to be distributed:
   Per share of common stock: ¥2.6

Total amount of dividends: ¥218,672,611,438

1. Date on which the dividend becomes effective: June 21, 2024

Second ItemElection of Ten (10) Members of the Board

Ten Members of the Board were elected: Jun Sawada, Akira Shimada, Katsuhiko Kawazoe, Takashi Hiroi, Sachiko Oonishi, Ken Sakamura, Yukako Uchinaga, Koichiro Watanabe, Noriko Endo, and Natsuko Takei. Ken Sakamura, Yukako Uchinaga, Koichiro Watanabe, Noriko Endo, and Natsuko Takei are Outside Members of the Board.

[Shareholder Proposal]

Third ItemElection of One (1) Member of the Board

This item was rejected.

(3)	Status of voting rights:
	Number of shareholders holding voting rights	1,779,763	shareholders
	Total number of voting rights	841,001,810	voting rights

1. Number of voting rights exercised for approval or disapproval of or abstention from each matter resolved, requirements for adopting each resolution and results thereof:

				Total number	Approval
Item	Approval	Disapproval	Abstention	of voting rights	Results of
rate
(A)	(voting rights)	(voting rights)	exercised	resolutions
	(voting rights)	(B)	((A)/(B))
				(voting rights)
[Company Proposals]

First Item	674,641,433	6,537,193	189,572	683,030,509	98.77％	Adopted
Second Item
Jun Sawada	647,882,407	33,439,843	51,820	683,036,381	94.85％	Adopted
Akira Shimada	573,693,849	105,107,811	2,572,309	683,036,280	83.99％	Adopted
Katsuhiko Kawazoe	674,493,746	6,644,677	235,504	683,036,238	98.75％	Adopted
Takashi Hiroi	672,201,758	8,936,172	235,504	683,035,745	98.41％	Adopted
Sachiko Oonishi	678,643,465	2,494,458	235,504	683,035,738	99.36％	Adopted
Ken Sakamura	678,973,489	2,348,119	51,820	683,035,739	99.41％	Adopted
Yukako Uchinaga	678,703,882	2,617,333	51,820	683,035,346	99.37％	Adopted
Koichiro Watanabe	679,007,647	2,313,769	51,820	683,035,547	99.41％	Adopted
Noriko Endo	678,544,794	2,776,627	51,820	683,035,552	99.34％	Adopted
Natsuko Takei	679,790,425	1,529,846	52,720	683,035,302	99.52％	Adopted
[Shareholder Proposal]
Third Item	36,895,788	644,227,906	248,736	683,034,741	5.40％	Rejected

Notes: (1) Requirements for adopting each of the resolutions are as follows:

1. 1. • First Item: Majority vote of shareholders entitled to exercise their voting rights present at the meeting.
      • Second Item and Third Item: 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.
   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.
2. 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:
3. 
   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 and exercised for approval, disapproval or abstention have not been included.