NTT 公布修订董事和高管股权激励信托，宣布新增约72.2亿日元额度并将激励目标期延长至2031财年

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August 6, 2026
NTT, Inc.
NTT, Inc. (“NTT”) hereby announces that it has today decided to make additional contributions of funds to the performance-linked stock compensation system (the “Stock Compensation System”) with respect to its Members of the Board and Executive Officers (excluding outside Members of the Board and members of Audit and Supervisory Committees, and those who are non-residents of Japan, the “Eligible Members of the Board or Officers”) of NTT and its major subsidiaries designated by NTT (the “Target Subsidiaries” and, together with NTT, collectively, the “Target Companies”), in connection with the partial revision of the Stock Compensation System, as further described below.
At the Board of Directors’ meeting held on May 8, 2026, NTT resolved the partial revision of its Medium-Term Management Strategy (the “Revision”), and obtained approval at the 41st Ordinary General Meeting of Shareholders held on June 18, 2026 for the revision of the target period under the Stock Compensation System (in line with the extension of the Medium-Term Management Strategy to fiscal year 2030, the target period for the Stock Compensation System will also be extended to fiscal year 2030), in order to align the content of the Revision with the Stock Compensation System. In addition, at the Board of Directors’ meeting held on May 8, 2026, NTT resolved to designate certain major subsidiaries (NTT DATA Group Corporation, NTT DATA Japan Corporation, NTT DATA, Inc., and NTT DOCOMO Financial Group, Inc.) as Target Companies under the Stock Compensation System from fiscal year 2026, for the purpose of further strengthening group strategy.
The target period under the Stock Compensation System prior to the revision covered four-fiscal year period from the fiscal year ending March 31, 2025 to the fiscal year ending March 31, 2028. In conjunction with the extension of the Medium-Term Management Strategy through to fiscal year 2030, the target period for the revised Stock Compensation System will be seven-fiscal year period, spanning from the fiscal year ending March 31, 2025 to the fiscal year ending March 31, 2031. The additional contributions of funds to the Stock Compensation System are to be made as compensation for Eligible Members of the Board or Officers in connection with the newly established target period and the addition of the Target Companies under the Stock Compensation System.
Please note that the Target Subsidiaries have also obtained approval at their respective general meetings of shareholders for the partial revision and introduction of the Stock Compensation System for their Members of the Board.
For details of the revisions to the Stock Compensation System, please refer to the “Notice Regarding the Partial Revision and Other Changes of the Medium-Term Management Strategy” dated May 8, 2026.
| (1) Type of Trust: | Monetary trust other than a specified solely-administered monetary trust (third-party benefit trust) |
| (2) Purpose of Trust: | Providing incentives to the Eligible Members of the Board or Officers |
| (3) Trustor: | NTT |
| (4) Trustee: | Mitsubishi UFJ Trust and Banking Corporation (Co-Trustee: The Master Trust Bank of Japan, Ltd.) |
| (5) Beneficiaries: | Retired Eligible Members of the Board or Officers who satisfy the beneficiary requirements |
| (6) Trust Administrator: | Third party with no interests with NTT (certified public accountant) |
| (7) Exercise of Voting Rights: | No voting rights will be exercised. |
| (8) Trust Agreement Date: | August 12, 2021 (amendment planned for August 12, 2026) |
| (9) Trust Agreement Term: | From August 12, 2021 to August 31, 2028 (subject to a planned extension to August 31, 2031 through an amendment of the Trust Agreement) |
| (10) Stock Compensation System Start Date: | August 12, 2021 |
| (11) Type of Shares to be Acquired: | Shares of NTT’s common stock |
| (12) Amount of Shares to be Acquired: | 7.22 billion yen (planned) (total amount of additional shares to be acquired for Eligible Members of the Board or Officers) * Includes amounts remaining in the existing trust. |
| (13) Share Acquisition Period: | From August 17, 2026 to August 24, 2026 (planned) (excluding the period from the fifth business day prior to the last day of the accounting period (including semiannual and quarterly accounting periods) to the last day of the accounting period). |
| (14) Method of Share Acquisitions: | Acquisitions from the stock market |
| (15) Rights Holder: | NTT |
| (16) Residual Assets: | The residual assets that NTT, as the rights holder, may receive will be within the extent of reserves for trust expenses, which are calculated by deducting funds to acquire shares from the trust funds. |
Note:The timing scheduled above may be changed to appropriate times in light of applicable laws and regulations.
End
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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