Okinawa Cellular Telephone : Notice of The 33rd Annual general shareholders' meeting (English)

Note: This document has been translated from a part of 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.

Securities identification code: 9436 May 27, 2024

To our shareholders:

Takashi Suga

Representative Director and President

Okinawa Cellular Telephone Company

1-2-1 Matsuyama, Naha City, Okinawa, Japan

NOTICE OF THE 33RD ANNUAL GENERAL SHAREHOLDERS'

MEETING

We announce that the 33rd Annual General Shareholders' Meeting of Okinawa Cellular Telephone Company (the "Company") is to be held as described below.

When convening this General Shareholders' Meeting, the Company takes measures to provide information that constitutes the content of the Reference Documents for the General Shareholders' Meeting, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the following websites. Please access one of the websites using the relevant internet address shown below to review the information.

[Company's Website] https://okinawa-cellular.jp/ir/status/ir_stock_meeting/ (in Japanese) [Website for Materials for General Shareholder's Meeting] https://d.sokai.jp/9436/teiji/ (in Japanese)

If you are unable to attend the meeting in person on the day of the meeting, you may exercise your voting rights in writing or via the internet. To do so, please review the Reference Documents for the General Shareholders' Meeting and then exercise your voting rights via the internet, etc. or in writing as indicated in the "Guidelines for Exercising Voting Rights" no later than 5:30 p.m., Wednesday, June 12, 2024 (Japan Standard Time).

Notice Concerning the Way the General Shareholders' Meeting is Run

• For shareholders attending this General Shareholders' Meeting in person, you are requested to be aware of your own health condition.
• Please note that since the number of seats at the venue is limited, we will guide you to the second venue, etc. if the seats at the original venue are full.
• Information on the way the meeting is run will be posted on the website below.

https://okinawa-cellular.jp/ir/status/ir_stock_meeting/ (in Japanese)

* Please note that no gifts will be offered to the shareholders attending the meeting. Thank you for your understanding.

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1. Date and Time: Thursday, June 13, 2024, at 10:00 a.m. (Japan Standard Time)
2. • Reception is scheduled to open at 9:00 a.m.
3. Venue: 2F Conference Room, Okinawa Cellular Building, 1-2-1 Matsuyama, Naha City, Okinawa, Japan
4. Purposes

Items to be reported:

1. Business Report and Consolidated Financial Statements for the 33rd Term (from April 1, 2023, to March 31, 2024), as well as the results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. Non-ConsolidatedFinancial Statements for the 33rd Term (from April 1, 2023, to March 31, 2024)
   Items to be resolved:
   Proposal 1: Appropriation of surplus
   Proposal 2: Partial changes to the Articles of Incorporation
   Proposal 3: Election of nine (9) Directors
   Proposal 4: Payment of bonuses to Directors

• Resolutions Concerning the Convocation
  Please refer to the "Guidelines for Exercising Voting Rights."
• Matters Concerning Reference Documents for the General Shareholders' Meeting

These paper-based Notice of the Annual General Shareholders' Meeting and Reference Documents for the General Shareholders' Meeting will be delivered to shareholders who have not requested for delivery of paper-based documents.

We are sending paper-based documents including matters subject to measures for electronic provision to shareholders who have requested for delivery of paper-based documents. However, the following matters are not provided in the paper-based documents delivered to shareholders in accordance with the provisions of laws and regulations and Paragraph 2 of Article 16 of the Articles of Incorporation.

1. Business Report: "6. The Organization to Ensure Appropriate Operations" and "7. Summary of the Operational Status of the Organization to Ensure Appropriate Operations"
2. Notes to the Consolidated Financial Statements
3. Notes to the Non-Consolidated Financial Statements

Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements described on this document are part of the documents audited by the Accounting Auditor in preparing an accounting audit report and part of the documents audited by the Audit & Supervisory Board Members in preparing an audit report.

• Matters Concerning Revision of Matters Subject to Electronic Provision Measures

If revisions to the matters subject to electronic provision measures arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the aforementioned Company's website and the website for materials for the General Shareholders' Meeting.

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Guidelines for Exercising Voting Rights

The right to vote at the General Shareholders' Meeting is an important right of all shareholders.

We would like to ask you to exercise your voting rights upon reviewing the Reference Documents for the General Shareholders' Meeting shown below.

You can exercise your voting rights in one of the following three ways.

To exercise voting rights in person at the General Shareholders' Meeting

To exercise voting rights via the internet

To exercise voting rights in writing (by mail)

Please indicate your approval or disapproval of the proposals on the voting form and submit it to the venue Reception of the General Shareholders' Meeting to be held at 10:00 a.m., Thursday, June 13, 2024 (Reception starts at 9:00 a.m. on the same day).

Please follow the instructions on the screen and enter your approval or disapproval of the proposals no later than 5:30 p.m., Wednesday, June 12, 2024 (Japan Standard Time).

Please indicate your approval or disapproval of the proposals on the voting form and return it by postal mail to reach us no later than 5:30 p.m., Wednesday, June 12, 2024 (Japan Standard Time).

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Reference Documents for the General Shareholders' Meeting

Proposal 1: Appropriation of surplus

The Company proposes the appropriation of surplus as follows:

1. Matters related to year-end dividends

The Company regards the return of profits to its shareholders as a key management priority. The Company adopts the basic policy of ensuring the stable and continuous payment of dividends while maintaining financial soundness.

In order to express gratitude to its shareholders for their constant support, and with a view to business development aimed at improving future business results, the Company plans to pay a year-end dividend of 60 yen per common share.

1. Type of dividend property Cash
2. Allocation of dividend property and total amount thereof 60 yen per common share of the Company
   Total amount of dividends: 2,902,055,640 yen
3. Effective date of distribution of dividends of surplus June 14, 2024

2. Matters related to other appropriation of surplus

In order to carry out capital policies such as continual shareholder returns, the Company proposes to reverse part of the general reserve as follows:

1. Item of surplus to be decreased and amount of decrease thereof General reserve: 2,000,000,000 yen
2. Item of surplus to be increased and amount of increase thereof Retained earnings brought forward: 2,000,000,000 yen

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Proposal 2: Partial changes to the Articles of Incorporation

The Company proposes to change its Articles of Incorporation as follows:

1. Reason for proposal

In order to clarify the content of its business and prepare for diversification of its business domains in pursuing expansion of the Group's business, the Company plans to add and revise provisions on business objectives in Article 2 (Purpose) of the current Articles of Incorporation.

2. Details of the changes

The details of the changes are as follows:

				(Changes are underlined)
Current Articles of Incorporation		Proposed change
(Purpose)		(Purpose)
Article 2 The purpose of the Company shall be to engage	Article 2 The purpose of the Company shall be to engage
in the following businesses:	in the following businesses:
(1) - (3)	(Omitted)	(1) - (3)	(Unchanged)
(4) Consulting business for telecommunications			(Deleted)
systems
(5)- (6)	(Omitted)	(4)- (5)	(Unchanged)
(Moved from Item 20)	(6)Operation, maintenance, sale, and lease of
			submarine cables and associated facilities,
			as well as contracting for such work
(Moved from Item 21)	(7)Business related to operation and lease of
			data centers
(Newly established)	(8)	Design, execution, and supervision of
			construction work for telecommunications
			facilities, civil engineering work, and
			construction work, as well as contracting
			for such work
(Newly established)	(9)	Consulting and system engineering for each
			of the foregoing items
(Newly established)	(10)	Services using telecommunications lines
			comprising agency services for
			administration and communication,
			intermediary and agency services for
			receiving orders or the like, interpretation,
			conference services, and document
			translation business
(7)- (10)	(Omitted)	(11)- (14)	(Unchanged)
(11) Advertisement agency business via the	(15) Advertisement business
internet
(12)- (16)	(Omitted)	(16)- (20)	(Unchanged)
(Newly established)	(21)	Personnel-dispatching business
(Newly established)	(22)	Planning, production, sale, and
			implementation of educational and learning
			support services related to early childhood
			education, home study, etc.

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Current Articles of Incorporation	Proposed change
(Newly established)	(23) Management of schools, including tutoring
		schools and programming schools
(17)- (19)	(Omitted)	(24)- (26)(Unchanged)
(20)- (21)	(Omitted)	(Moved to Items 6 and 7)
(22)- (25)	(Omitted)	(27)- (30)(Unchanged)

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Proposal 3: Election of nine (9) Directors

The tenure of all nine (9) Directors will expire at the close of this General Shareholders' Meeting. Therefore, the Company proposes that nine (9) Directors, including three (3) new Directors, be elected.

The selection of the candidates for Directors were determined by the Board of Directors after deliberation and recommendation by the Nomination and Compensation Committee of which the majority of the members are Independent Outside Directors.

The candidates for Directors are as follows:

No.	Name		Gender	Outside	Independent	Position and responsibilities in the
	Director	Director	Company
						Director, Managing Executive
1	Hiroki Kuniyoshi	[Reelection]	Male			Officer, and General Manager of
						Corporate Division
						Director and Chairman of the
2	Kunio Oroku	[Reelection]	Male	○	○	Nomination and Compensation
						Committee
						Director and Member of the
3	Hikaru Aharen	[Reelection]	Male	○	○	Nomination and Compensation
						Committee
						Director and Member of the
4	Hajime Oshiro	[Reelection]	Male	○	○	Nomination and Compensation
						Committee
5	Takashi Tanaka	[Reelection]	Male			Director
6	Tomoko Nakayama	[Reelection]	Female			Director
7	Yasuaki Miyakura	[New	Male			Executive Officer and Vice
election]			President
		[New				Managing Executive Officer and
8	Ikuo Marugome	Male			Deputy General Manager of
election]
					Engineering Division
		[New				Executive Officer and General
9	Kyuji Uechi	Male			Manager of Sales Management
election]			Division and Consumer Sales
					Division

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No.	Name	Career summary, position and responsibilities in the	Number of the
	Company	Company's
(Date of birth)
	(significant concurrent positions outside the Company)	shares owned
		June 1992	Joined the Company
		Apr. 2014	Executive Officer, General Manager of Sales
			Planning Department and General Manager
			of Business Enhancement Department of the
			Company
		Sept. 2017	Representative Director and President of
			OKINAWA CELLULAR AGRI &
			MARCHE CORPORATION
		Apr. 2020	Executive Officer, Deputy General Manager
			of Sales Division, in charge of Consumer
			Business Department and Customer Service
			Department, and General Manager of
			Business Enhancement Department of the
			Company
		Oct. 2020	Executive Officer, Deputy General Manager
			of Sales Division, in charge of Consumer
	Hiroki Kuniyoshi		Business Department, Direct Sales
		Department and Customer Service
	(December 20, 1963)
		Department, and General Manager of	3,500
	[Reelection]		Business Enhancement Department of the
		Company
		June 2021	Director, General Manager of Sales Division,
1			Business Enhancement Department, and
			Project Promotion Department of the
			Company
		Feb. 2022	Director and General Manager of Sales
			Division and Solution Sales Department of
			the Company
		Apr. 2023	Director and General Manager of Sales
			Management Division and Consumer Sales
			Division of the Company
		June 2023	Director, Executive Officer, and General
			Manager of Sales Management Division and
			Consumer Sales Division of the Company
		Apr. 2024	Director, Managing Executive Officer, and
			General Manager of Corporate Division of
			the Company (present position)

Reason for nominating the candidate for Director

Hiroki Kuniyoshi plays a central role in the Company's new business activities by planning and promoting various new businesses. As the officer in charge of sales division, he has developed and implemented sales strategies in response to changes in the business environment. In addition, he has knowledge of general management from his experience as the Representative Director and President of a Group company. Based on his experience and insight, the Company judges that he can be expected to continue to play a leading role in improving corporate value and further strengthening the governance system of the Company and all Group companies. Therefore, the Company has again nominated him for the position of Director.

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No.	Name	Career summary, position and responsibilities in the	Number of the
	Company	Company's
(Date of birth)
	(significant concurrent positions outside the Company)	shares owned
		May 1982	President of Ryukyu Broadcasting
			Corporation
	Kunio Oroku	June 1991	Director of the Company (present position)
	June 1997	Chairman of Ryukyu Broadcasting
	(September 20, 1935)		Corporation
	[Reelection]	June 1999	Outside Director of The Okinawa Electric
		Power Company	3,200
	Independent Director	June 2011	Representative Director and Senior Advisor
			of Ryukyu Broadcasting Corporation
	Outside Director	June 2017	Director and Senior Advisor of Ryukyu
			Broadcasting Corporation
2		June 2020	Senior Advisor of Ryukyu Broadcasting
			Corporation (present position)
	Reason for nominating the candidate for Director and a summary of expected roles
	Kunio Oroku has extensive experience and broad insight stemming from his roles in management in Okinawa-
	based companies. The Company expects that he will leverage his experience and insight in decision-making
	about the Company's business activities and contribute to the sustainable growth of the Company as an Outside
	Director. Therefore, the Company has again nominated him for the position of Outside Director. If the election
	of Kunio Oroku is approved, the Company also expects him to serve as the Chairman of the Nomination and
	Compensation Committee to be involved in the selection of candidates for the Company's Directors, decisions
	on remuneration for Directors and other matters from an objective and neutral standpoint.
	Special interests
	Although Kunio Oroku serves as a Senior Advisor of Ryukyu Broadcasting Corporation, most business
	transactions between the corporation and the Company are routine and account for less than 1% of the net sales
	for each company, which has no effect on the independence of Outside Directors.
		Apr. 1994	Certified as an attorney in the Okinawa Bar
			Association
		Mar. 2000	Director of the Hikari Law Office (current
	Hikaru Aharen		Hikari Law Office, LPC) (present position)
	June 2011	Outside Audit & Supervisory Board Member
	(August 26, 1964)
		of The Okinawa Electric Power Company
	[Reelection]	Apr. 2015	Chairman of the Okinawa Bar Association	2,400
		Apr. 2015	Chairman of the Naha City Equity
	Independent Director
		Commission (present position)
	Outside Director	July 2017	Member of the Okinawa Prefectural Public
		Safety Commission (present position)
3		Dec. 2017	Chairman of the Okinawa Prefectural Public
		Safety Commission
		June 2019	Director of the Company (present position)
	Reason for nominating the candidate for Director and a summary of expected roles
	Hikaru Aharen has abundant experience and considerable insight as an attorney, along with a thorough
	knowledge of corporate law. Although he has never been involved in the management of a company except as
	an Outside Director of the Company, the Company judges that he is capable of contributing to the sustainable
	enhancement of the Company's corporate value by providing advice on the management of the Company and
	appropriately supervising the execution of businesses based on these expertise and considerable insight.
	Therefore, the Company has again nominated him for the position of Outside Director. If the election of
	Hajime Oshiro is approved, the Company also expects him to serve as a member of the Nomination and
	Compensation Committee to be involved in the selection of candidates for the Company's Directors, decisions
	on remuneration for Directors and other matters from an objective and neutral standpoint.
	Special interests
	There are no special interests between the Company and Hikaru Aharen.

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No.	Name	Career summary, position and responsibilities in the	Number of the
	Company	Company's
(Date of birth)
	(significant concurrent positions outside the Company)	shares owned
		Apr. 1994	Professor of the Faculty of Law and Letters
			of University of the Ryukyus
		Apr. 2004	Head of the Research Center for the Asia
	Hajime Oshiro		Pacific Islands of University of the Ryukyus
	June 2008	Vice President of University of the Ryukyus
	(June 23, 1951)
	Apr. 2013	President of University of the Ryukyus
	[Reelection]
	Apr. 2019	Professor Emeritus of University of the	800
			Ryukyus (present position)
	Independent Director
		Special Advisor to the President of
	Outside Director		University of the Ryukyus (present position)
	June 2019	Outside Audit & Supervisory Board Member
4			of The Bank of Okinawa, Ltd. (present
		position)
		June 2020	Director of the Company (present position)
	Reason for nominating the candidate for Director and a summary of expected roles
	Hajime Oshiro has extensive experience and a broad range of knowledge stemming from his tenure as a
	university professor and president. Although he has never been involved in the management of a company
	except as an Outside Director of the Company, the Company judges that he is capable of contributing to the
	sustainable enhancement of the Company's corporate value by providing advice on the management of the
	Company and appropriately supervising the execution of businesses based on these expertise and considerable
	insight. Therefore, the Company has again nominated him for the position of Outside Director. If the election
	of Hajime Oshiro is approved, the Company also expects him to serve as a member of the Nomination and
	Compensation Committee to be involved in the selection of candidates for the Company's Directors, decisions
	on remuneration for Directors and other matters from an objective and neutral standpoint.
	Special interests
	There are no special interests between the Company and Hajime Oshiro.
		June 2007	Managing Executive Officer and Director of
			KDDI CORPORATION
		June 2010	Senior Managing Executive Officer and
			Representative Director of KDDI
	Takashi Tanaka		CORPORATION
	Dec. 2010	President and Representative Director of
	(February 26, 1957)	－
			KDDI CORPORATION
	[Reelection]
	Apr. 2018	Chairman and Representative Director of
5			KDDI CORPORATION (present position)
	June 2018	Director of the Company (present position)
		June 2021	Outside Director of Astellas Pharma Inc.
			(present position)
	Reason for nominating the candidate for Director
	From 2010 to 2018, Takashi Tanaka led the parent company, KDDI CORPORATION, as its Representative
	Director, and contributed to its corporate value. The Company recognizes his achievements with KDDI
	CORPORATION and believes that he will use the abundant experience and outstanding insight he has gained
	to make decisions concerning the Company's business activities. Therefore, the Company has again nominated
	him for the position of Director.

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