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.] | +81-3-6838-5481 |
[Contact Person] | Takuro Hanaki, 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] | 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
- Date the Ordinary General Meeting of Shareholders was held: June 20, 2024
- Matters resolved: [Company Proposals]
First Item | Distribution of Earned Surplus |
- Type of asset to be distributed: Cash
-
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
- 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 |
- 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:
- 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.
- "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 and exercised for approval, disapproval or abstention have not been included.
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NTT - Nippon Telegraph & Telephone Corporation published this content on 20 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2024 07:18:05 UTC.