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May 9, 2025

Nippon Telegraph and Telephone Corporation

NOTICE OF CORPORATE NAME CHANGE, ARTICLES OF INCORPORATION AMENDMENT, AND BOARD COMPENSATION DECISIONS

Nippon Telegraph and Telephone Corporation ("NTT") hereby announces that, at a meeting of its Board of Directors held May 9, 2025, the board resolved to submit to the 40th Ordinary General Meeting of Shareholders scheduled to be held on June 19, 2025 (the "Ordinary General Meeting of Shareholders") a proposal to change the corporate name, partially amend the Articles of Incorporation as a result of the transition to a company with an Audit and Supervisory Committee, determine the amount and details of compensation for Members of the Board (excluding Audit and Supervisory Committee Members) and determine the amount of compensation for Members of the Board who are Audit and Supervisory Committee Members, and partially revise the eligibility for the performance-linked stock compensation system for NTT and NTT's specified major subsidiaries (the "Target Subsidiaries" and, together with NTT, collectively, the "Target Companies") which was implemented in 2021 (the "Compensation System"), to Members of the Board (excluding Outside Members of the Board, Audit and Supervisory Committee Members, and those who are non-residents of Japan).
　In 1952, the Nippon Telegraph and Telephone Public Corporation took over the formally government-run telegraph and telephone business. During the period of postwar reconstruction and rapid economic growth, in response to society's expectations of "immediately accessible telephones," the Nippon Telegraph and Telephone Public Corporation built the foundation of communications infrastructure.
　With the liberalization of telecommunications, the company became the current Nippon Telegraph and Telephone Corporation in 1985, and has continued to expand its business and take on the challenge of solving social issues while remaining committed to always considering the voices of customers and society as the starting point for its business activities.

As the business structure of the NTT Group has evolved with the changing times, and in light of the fact that the Act Partially Amending the Act on Nippon Telegraph and Telephone Corporation, etc., enacted in April 2024 (the "Amended NTT Act"), now allows NTT to change its corporate name, NTT has decided to officially adopt its common name, "NTT," for which it is widely accepted both in Japan and overseas, as its corporate name.
　At the same time, NTT has decided to transition to a company with an Audit and Supervisory Committee with the aim of further enhancing discussions on management policies and strategies, further strengthening the monitoring function of the Board of Directors, and to make the governance structure more easily understood by overseas investors and other stakeholders as a global company.
　Taking advantage of the change in its corporate name and the restructuring of its governance model, the "New NTT Group" will promote business development in global markets with a sense of unity, continue to undergo dynamic self-innovation with a view to the future while accelerating the medium-term management strategy "New value creation & Sustainability 2027 powered by IOWN," and aim to further enhance corporate value.

*As announced in the "Notice of Regarding Transition to a Company with an Audit and Supervisory Committee" dated March 25, 2025, the Board has resolved to transition from a "Company with an Audit and Supervisory Board" to a "Company with an Audit and Supervisory Committee," subject to approval at the Ordinary General Meeting of Shareholders and approval from the Minister of Internal Affairs and Communications.

1. Change of NTT's Corporate Name

  1. ①New corporate name
    NTT株式会社 (NTT, Inc.)
  2. ②Scheduled Date of Change
    July 1, 2025

*The Change of corporate name is subject to the approval of the amendment to the Articles of Incorporation (regarding the change of corporate name) at the Ordinary General Meeting of Shareholders.

2. Change of Subsidiaries' Corporate Names

It is hereby announced that the Board of Directors of the following companies, which are two subsidiaries of NTT, have resolved to change their corporate names, subject to the approval of the amendment to the Articles of Incorporation at the Ordinary General Meeting of Shareholders and the approval at each subsidiary's General Meeting of Shareholders.

* You can scroll horizontally

Current Corporate Name New Corporate Name
東日本電信電話株式会社
(NIPPON TELEGRAPH AND TELEPHONE EAST CORPORATION)		 NTT東日本株式会社
(NTT EAST, Inc.)
西日本電信電話株式会社
(NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION)		 NTT西日本株式会社
(NTT WEST, Inc.)

(Reference) Corporate Logos of NTT and its subsidiaries after the corporate name changes

* You can scroll horizontally

NTT, Inc. NTT DATA Group Corporation* NTT DATA Japan Corporation*
Corporate Logos of NTT, Inc. Corporate Logos of NTT DATA Group Corporation Corporate Logos of NTT DATA Japan Corporation
NTT DOCOMO, INC.* NTT EAST, Inc. NTT WEST, Inc.
Corporate Logos of NTT DOCOMO, INC. Corporate Logos of NTT EAST, Inc. Corporate Logos of NTT WEST, Inc.
NTT Urban Solutions, Inc.* NTT Anode Energy Corporation* NTT DOCOMO BUSINESS, Inc.
Corporate Logos of NTT Urban Solutions, Inc. Corporate Logos of NTT Anode Energy Corporation Corporate Logos of NTT DOCOMO BUSINESS, Inc.
NTT DOCOMO SOLUTIONS, Inc.
Corporate Logos of NTT DOCOMO SOLUTIONS, Inc.

(Note)"NTT DATA Group Corporation," "NTT DATA Japan Corporation," "NTT DOCOMO, INC." "NTT Urban Solutions, Inc." and "NTT Anode Energy Corporation" will not change their corporate names, but only their logos.

3. Partial Amendment to the Articles of Incorporation

(1) Reason and Summary of Change

As mentioned above, the Amended NTT Act has enabled NTT to change its corporate name, and as such NTT has decided to adopt its common name, "NTT," which is widely known both in Japan and overseas, as its official corporate name.
　In addition, in connection with the transition to a company with an Audit and Supervisory Committee to further enhance discussions on management policies and strategies, the following changes will be made:

  1. ①Change of corporate name.
  2. ②Establishment of new provisions concerning Audit and Supervisory Committee and its members, the deletion of provisions concerning the Audit and Supervisory Board and its members.
  3. ③Establishment of new provisions regarding the number of Members of the Board who are Audit and Supervisory Committee Members and their term of office.
  4. ④Changes of other items, such as amendments and deletions of related provisions, changes to the numbering of articles, and other necessary changes.

(2) Details of the Amendment to the Articles of Incorporation

The details of the changes are included in the Appendix.

(3) Schedule

Date of the Ordinary General Meeting of Shareholders to amend the Articles of Incorporation: June 19, 2025 (Planned)
Effective date of the amendment to the Articles of Incorporation: June 19, 2025 (Planned)
(Further, the effective date of the change of the corporate name is July 1, 2025 (Planned))

4. Determination of the Amount and Details of Compensation for Members of the Board (Excluding Audit and Supervisory Committee Members) and the Amount of Compensation for Members of the Board Who Are Audit and Supervisory Committee Members

The amount of monetary compensation for Members of the Board which was approved at the 36th Ordinary General Meeting of Shareholders held on June 24, 2021, was monetary compensation in an amount of ¥600 million or less annually (for Outside Members of the Board, ¥200 million or less annually), funds paid to Members of the Board (excluding Outside Members of the Board) by NTT to acquire NTT's common stock (the "Company Shares") through the Board Members Shareholding Association (the "Board Members Shareholding Association System") in an amount of ¥50 million or less annually, which is separate from the amount of monetary compensation for Members of the Board.
　As a result of the transition to a company with an Audit and Supervisory Committee, NTT plans to submit to the Ordinary General Meeting of Shareholders proposals that (1) the amount of monetary compensation for Members of the Board (excluding Audit and Supervisory Committee Members) be ¥830 million or less annually (for Outside Members of the Board, ¥200 million or less annually), (2) the amount paid to Members of the Board (excluding Outside Members of the Board) as funds for the Board Members Shareholding Association System, which is separate from the amount of monetary compensation for Members of the Board described above in (1), be ¥70 million or less annually, and (3) the amount of monetary compensation for Members of the Board who are Audit and Supervisory Committee Members be ¥200 million or less annually.

5. Determination of the Amount and Details of the Performance-Linked Stock Compensation System for Members of the Board

(1) Summary

In conjunction with the NTT's transition to a company with an Audit and Supervisory Committee, NTT has decided to change the persons eligible for the Compensation System from Members of the Board and Executive Officers (excluding Outside Members of the Board, Audit and Supervisory Committee Members, and those who are non-residents of Japan) of NTT and Members of the Board and Executive Officers of Target Subsidiaries (excluding Outside Members of the Board, Audit and Supervisory Committee Members, and those who are non-residents of Japan) (the "Members of the Board or Officers") to Members of the Board and Executive Officers (excluding Outside Members of the Board, Audit and Supervisory Committee Members, and those who are non-residents of Japan) of NTT and Target Subsidiaries.
　In addition, with the aim of achieving the Company's Medium-Term Management Strategy, NTT has decided to revise the details of the Compensation System to increase the ratio of stock compensation for Members of the Board to more clearly link the compensation of Members of the Board with the Company's corporate value, further enhance the motivation of Members of the Board to achieve financial targets under the Medium-Term Management Strategy, and encourage ownership of the Company's shares by Members of the Board to further align their interests with shareholders.

(2) Overview of the Revised Compensation System

Image of Overview of the Revised Compensation System

  1. ①NTT will obtain resolutions approving the changes to the Compensation System for the Members of the Board at the Ordinary General Meeting of Shareholders.
  2. ②NTT and the Target Subsidiaries will revise the share delivery rules of the Compensation System at the Boards of Directors meeting of each company.
  3. ③NTT will contribute funds that constitute the source of the funds for the stock compensation of the Members of the Board or Officers and establish the trust under which the Members of the Board or Officers who satisfy the beneficiary requirements will be beneficiaries.
  4. ④Pursuant to instructions from the trust administrator, the trust will acquire the Company Shares from the stock market. The number of shares to be acquired by the trust for delivery to the Members of the Board or Officers and the amount of funds equivalent to the conversion price of such shares (each, a "delivery"), will not exceed the scope approved at the shareholder meetings of each Target Company.
  5. ⑤Dividends on the Company Shares held by the trust will be paid in the same manner as dividends on other Company Shares.
  6. ⑥Voting rights for the Company Shares held by the trust will not be exercised throughout the trust period.
  7. ⑦During the delivery period, Members of the Board or Officers under the trust will receive certain points pursuant to the stock delivery rules of each Target Company and, if they satisfy the beneficiary requirements, will receive Company Shares equivalent to a certain ratio of points (with shares less than one unit to be rounded down) from the trust. Company Shares equivalent to any residual points will be converted into cash within the trust pursuant to the trust agreement, and Members of the Board or Officers will receive a monetary equivalent to the converted value of the Company Shares.
  8. ⑧With respect to any residual shares at the expiration of the trust period due to non-achievement of the company's results targets or other reasons, in the event that the trust continues to be used under the Compensation System or an equivalent stock compensation system, such shares will be eligible for delivery to the Members of the Board or Officers. In the event that the trust is terminated upon expiration of the trust period, as a means of shareholder returns, the trust will transfer such shares to NTT without compensation, and it is expected that NTT would cancel such shares pursuant a resolution of the Board of Directors.
  9. ⑨Any residual dividends on the Company Shares held by the trust at the expiration of the trust period will be used as funds to acquire shares if the trust continues to be utilized. In the event that the trust is terminated upon the expiration of the trust period, the amount will be returned to the company within the limits of the trust expense reserve after deducting from the trust money the funds for share acquisition, and the portion exceeding the reserve for trust expenses will be donated to organizations that have no interests with NTT or the Members of the Board or Officers.

*During the trust period, if the number of shares held by the trust is likely to be insufficient for the number of Company Shares equivalent to the number of points to grant shares to the Members of the Board or Officers, or if the funds consisting of trust assets is likely to be insufficient for the payment of the trust fees and expenses, additional funds may be contributed to the trust by NTT, and additional Company Shares may be acquired by the trust.

  1. Overview of the Compensation System
    　The Compensation System will cover the fiscal years that are subject to the medium-term management strategy set forth by NTT (in each case such continuation is referred to herein, as set forth in Section 4(a) below), and is a system for delivery of Company Shares as executive compensation depending on the position of the Members of the Board or Officers and the degree to which financial targets under the medium-term management strategy have been achieved, among other factors. Furthermore, in the event of the continuation of the trust thereafter (in each case such continuation is referred to herein, as set forth in Section 4(b) below), the fiscal years that correspond to subsequent medium-term management strategies will be set as the target periods.
  2. Resolutions of Boards of Directors with Respect to the Continuation of the Compensation System
    　In connection with the continuation of the Compensation System, with respect to the executive compensation of the Members of the Board of each Target Company who are eligible under the Compensation System, the trust agreement will be amended at the end of the trust period and additional contributions will be made to the trust pursuant to board resolutions, within the scope approved at the shareholder meetings for the adoption of the Compensation System. Furthermore, necessary matters regarding the executive compensation of Executive Officers of each Target Company who are eligible under the Compensation System will also be resolved pursuant to board resolutions.
  3. Persons Eligible for the Compensation System (Beneficiary Requirements)
    　Subject to meeting the beneficiary requirements described below and upon completing the required beneficiary verification procedures, Members of the Board or Officers will be able to have Company Shares delivered from the trust in an amount corresponding to the number of stock delivery points.
    　The beneficiary requirements are as follows:
    1. a.The person is a Member of the Board or Officer on or after the date the system begins (including persons who newly become Members of the Board or Officers after the date the system begins)
    2. b.The person has retired from the position of a Member of the Board or Officer* or become non-residents of Japan
    3. c.The person has not resigned due to personal reasons (excluding unavoidable circumstances such as injury and illness or other reasons approved by NTT), been dismissed, or has not engaged in any illegal or inappropriate activities during his or her tenure
    4. d.Other requirements that are determined to be necessary to accomplish the purpose of a performance- linked stock compensation system

    *However, in the event that the trust period is extended pursuant to Section 4(c) below and such Member of the Board or Officer is still in office as a person eligible for the system following the expiration of the extended trust period, the trust will be terminated at such time, and delivery of the Company Shares for such eligible person will be conducted while such person remains in office.

  4. Trust Period
    1. a.Extended Trust Period
      　Because there is currently an existing trust established to correspond to the four fiscal years from the fiscal year ending March 31, 2025 to the fiscal year ending March 31, 2028 (the "Current Target Period"), the target period under the revised Compensation System shall be the remaining three fiscal years of the Current Target Period (from the fiscal year ending March 31, 2026 to the fiscal year ending March 31, 2028).
    2. b.Continuation of the Trust
      　Upon the expiration of the trust period, the trust may be continued by means of amendment of the trust agreement or creation of an additional trust. In such an event, the number of fiscal years that corresponds to the medium-term management strategy established by NTT at such time will be set as the new target period, the trust period will be extended to correspond to such new target period, and distributions of points to Members of the Board or Officers will continue to be made during the duration of the extended trust period. For any additional contributions made to the trust during the new target period, executive compensation for Members of the Board of each Target Company will be made within the scope of the maximum amounts of funds to be contributed to the trust (the "Acceptable Range") if the proposals relating to the Compensation System which are scheduled to be submitted to the Ordinary General Shareholders Meeting are approved. In the event that such additional contributions are made, however, if there are any Company Shares (excluding Company Shares corresponding to points granted to Members of the Board or Officers for which Delivery has not been completed) or funds that remain in the trust's property on the last day of the trust period prior to the extension (collectively, "Residual Shares"), the total amount of Residual Shares corresponding to the executive compensation for Members of the Board of each Target Company, plus additional contributions of funds to the trust, will be within the Acceptable Range. Extensions of the trust period will not be limited to one extension; the trust period may also be re-extended thereafter in the same manner.
    3. c.Expiration of the Trust (Extension of Trust Period without Additional Contributions)
      　Even in the event that the trust expires, if there are Members of the Board or Officers who may meet the beneficiary requirements at the time of the expiration of the trust period (or, in the event of a continuation of the trust as described in (b) above, the as-extended trust period), the trust will not be terminated immediately, but rather, the trust period will be extended for a specified limited period of time. In such an event, however, new distributions of points to Members of the Board or Officers will not be made.
  5. Calculation Method for the Number of Company Shares to be Provided for the Delivery to Members of the Board or Officers
    　At a specified time each year during the trust period, points calculated in accordance with the following formula ("Reference Points") will be granted on the basis of the position of each Member of the Board or Officer. At a specified time following the last day of the final fiscal year of the target period, the number of Company Shares to be delivered will be determined based on the number of Reference Points accumulated during the trust period ("Accumulated Points") multiplied by the performance-linked co-efficient.
    　The performance-linked co-efficient will be assessed based on financial targets and other metrics set forth in NTT's medium-term management strategy. For the target period, the performance-linked co- efficient will be determined within a range of 0-150% at the end of the final fiscal year of the target period (the fiscal year ending March 31, 2028) based on the degree to which the EBITDA financial target has been achieved.
    (Reference Point Formula)
    Reference stock compensation amount based on position ÷ average closing share price of Company Shares on the Tokyo Stock Exchange in the month prior to the start of the target period (rounded down to the nearest whole number)
    　The number of the Company Shares that will be subject to delivery to the Members of the Board or Officers through the trust will be one Company Share per one point, with any fraction less than one point rounded down. If, however, a stock split or reverse stock split occurs with respect to Company Shares during the trust period, the number of Company Shares per point will be adjusted in accordance with the stock split ratio or reverse stock split ratio, as applicable.
    　In addition, in the event that a Member of the Board or Officer retires, passes away or becomes a non-resident of Japan during the trust period, the number of shares to be delivered will be determined using the number of Accumulated Points as of such time as the number of points for share delivery.
  6. Method of Delivery of the Company Shares to the Members of the Board or Officers, and Period of Delivery
    　In the event that an Member of the Board or Officer who meets the beneficiary requirements retires (excluding instances in which such person passes away), such Member of the Board or Officer will, upon completing certain specified beneficiary verification procedures, receive Company Shares from the trust in a number corresponding to a specified percentage of the points for share delivery (rounded down), and with respect to the number of Company Shares corresponding to the remaining points for share delivery, funds corresponding to the exchange payment will be delivered after such shares are redeemed within the trust. If a Member of the Board or Officer who meets the beneficiary requirements passes away during the trust period, Company Shares corresponding to the number of points for share delivery calculated at such time will be redeemed within the trust, and the heirs of such Member of the Board or Officer will receive a distribution from the trust. If a Member of the Board or Officer who meets the beneficiary requirements becomes a non-resident of Japan during the trust period, Company Shares corresponding to the number of points for share delivery calculated at such time will be redeemed within the trust, and the Member of the Board or Officer will receive a distribution from the trust.
  7. Maximum Total Amount of Funds to be Contributed to the Trust for NTT's Members of the Board or Officers and Maximum Total Amount of Points to be Granted
    　The maximum total amount of funds to be contributed to the trust for purposes of the acquisition of Company Shares for delivery to NTT's Members of the Board or Officers, and the maximum total amount of points to be granted to NTT's Members of the Board or Officers, are as described below.
    1. ・Maximum Amount of Funds to be Contributed to the Trust(1)
      ¥150 million per each fiscal year, with the maximum aggregate amount of funds to be contributed to the trust during the target period (three fiscal years) to be ¥450 million. In the event that there is a continuation of the trust as described in Section 4(b) above, the maximum aggregate amount of funds to be contributed to the trust will be an amount equivalent to the maximum amount of trust funds for one fiscal year (¥150 million) multiplied by the number of years in the new target period.
    2. ・Maximum Total Amount of Points to be Granted to Members of the Board or Officers(2)
      1,750,000 points per each fiscal year (equivalent to 1,750,000 shares). Therefore, the maximum aggregate number of Company Shares to be acquired by the trust during the target period (three fiscal years) will be 5,250,000 shares, which is the product of the amount per fiscal year multiplied by three (the number of fiscal years in the target period). In the event that there is a continuation of the trust as described in Section 4(b) above, the maximum aggregate number of the Company Shares to be acquired by the trust will be an amount equivalent to the maximum amount of points for one fiscal year (1,750,000 points) multiplied by the number of years in the new target period.

    (1)Represents the aggregate amount of funds for stock acquisitions by the trust and for trust fees and expenses for the duration of the trust period.

    (2)The maximum total amount of points to be granted to NTT's Members of the Board or Officers is determined based on the maximum amount of trust funds listed above and by reference to the stock price at the time the compensation system was adopted and other factors.

    Reference:
    The Target Subsidiaries for the Compensation System are as follows:

    1. •NTT DOCOMO, INC.
    2. •NTT EAST, Inc.(3)
    3. •NTT WEST, Inc.(3)
    4. •NTT DOCOMO BUSINESS, Inc.(4)
    5. •NTT Urban Solutions, Inc.

    (3)The change of corporate names will take effect on July 1, 2025 (Planned), subject to the approval of the amendment to the Articles of Incorporation at the Ordinary General Meeting of Shareholders and the approval at each subsidiary's General Meeting of Shareholders.

    (4)Subject to approval at the subsidiary's General Meeting of Shareholders, the change of corporate names will take effect on July 1, 2025 (Planned).

  8. Method of Acquisition of the Company Shares by the Trust
    　Company Shares acquired by the trust are anticipated to be acquired from the stock market.
    　Acquisitions of Company Shares with respect to NTT's Members of the Board or Officers will be conducted in an amount of shares within the scope that corresponds to the maximum total amount of acquisition funds and maximum total amount of points granted to the Members of the Board or Officers described in (7) above.
  9. Clawback System
    　A system has been established such that, in the event that a Member of the Board or Officer engages in significant illegal or inappropriate activity, or takes employment with a competing company without the permission of the Target Companies, the system will enable the revocation of rights to receive Company Shares under the Compensation System with respect to such person (malus) and the request for the return of funds corresponding to previously delivered Company Shares (clawback).
  10. Exercise of Voting Rights of Company Shares within the Trust
    　In order to maintain the neutrality of management, voting rights with respect to Company Shares held within the trust (i.e., Company Shares held before delivery to the Members of the Board and Officers as described in (6) above) will not be exercised during the trust period.
  11. Dividends on Company Shares within the Trust
    　Dividends on Company Shares held within the trust will be received by the trust and applied to the trust's fees and expenses.
  12. Expiration of the Trust Period
    　With respect to any residual shares at the expiration of the trust period due to non- achievement of the company's financial targets or other reasons, in the event that the trust continues to be used under the Compensation System or an equivalent stock compensation system, such shares will be eligible for delivery to the Members of the Board or Officers. In the event that the trust is terminated upon expiration of the trust period, as a means of shareholder returns, the trust will transfer such shares to NTT without compensation, and it is expected that NTT would cancel such shares pursuant a resolution of the Board of Directors.
    　In addition, any residual dividends on the Company Shares held by the trust that exist at the expiration of the trust period will be used as funds to acquire shares if the trust will continue to be used. If, however, the trust is terminated due to the expiration of the trust period, the residual dividends will vest in NTT within the extent of reserves for trust expenses, which are calculated by deducting funds for acquiring shares from the trust money, and the portion exceeding the reserves for trust expenses will be donated to organizations that have no interests with NTT or the Members of the Board or Officers.

For further inquiries, please contact:

Ooshima or Urakawa
Investor Relations Office
Finance and Accounting Department
Nippon Telegraph and Telephone Corporation
Contact us by email: https://group.ntt/en/ir/contact/

Open PDF file (Open other window)Appendix [117KB]
Open PDF file (Open other window)[Supplementary Information] Executive Compensation Policy [92.6KB]

Information is current as of the date of issue of the individual press release.
Please be advised that information may be outdated after that point.

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