Okinawa Cellular Telephone : Notice of The 32nd 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 29, 2023

To our shareholders:

Takashi Suga

Representative Director and President

Okinawa Cellular Telephone Company

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

NOTICE OF THE 32ND ANNUAL GENERAL SHAREHOLDERS'

MEETING

We announce that the 32nd 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/ [Website for Materials for General Shareholder's Meeting] https://d.sokai.jp/9436/teiji/

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" on page 5 no later than 5:30 p.m., Wednesday, June 14, 2023 (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/

* 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 15, 2023, 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 32nd Term (from April 1, 2022, to March 31, 2023), 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 32nd Term (from April 1, 2022, to March 31, 2023)
   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: Election of three (3) Audit & Supervisory Board Members
   Proposal 5: Payment of bonuses to Directors

• Resolutions Concerning the Convocation
  Please refer to the "Guidelines for Exercising Voting Rights" on page 5.
• Matters Concerning Reference Documents for the General Shareholders' Meeting

Note that for this general meeting of shareholders, paper-based documents stating matters subject to electronic provision measures will be uniformly delivered to shareholders regardless of whether they have made a request for delivery of such documents or not.

In accordance with the provisions of laws and regulations and Paragraph 2 of Article 16 of the Articles of Incorporation, the following matters are excluded from the paper-based documents delivered to shareholders.

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 15, 2023 (Reception starts at 9:00 a.m. on the same day).

Please follow the instructions on the next page and enter your approval or disapproval of the proposals

no later than 5:30 p.m., Wednesday, June 14, 2023 (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 14, 2023 (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 45 yen per common share.

1. Type of dividend property Cash
2. Allocation of dividend property and total amount thereof 45 yen per common share of the Company
   Total amount of dividends: 2,355,685,650 yen
3. Effective date of distribution of dividends of surplus June 16, 2023

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
2. 1. 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 provisions on business objectives to Article 2 (Purpose) of the current Articles of Incorporation.
   2. In order to establish a management system enabling swift response to changes in the management environment and clarify responsibility for business performance, the Company plans to make necessary changes to Article 22 (Election of Executive Director) of the current Articles of Incorporation.
3. 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) - (23)	(Omitted)	(1) - (23)	(Unchanged)
(Newly established)	(24) Management of restaurants, pharmacies,
		stores selling pharmaceuticals and daily
		necessities, lodging facilities, sports
		facilities, conference rooms, and banquet
		halls
(24)	(Omitted)	(25)	(Unchanged)
(Election of Executive Director)	(Election of Executive Director)
Article 22 The Board of Directors, by its resolution, elect one	Article 22 The Board of Directors may, by its resolution,
Director and Chairperson and one Director and	elect one Director and Chairperson and one
President, and if necessary, may elect several	Director and President.
Director and Vice Presidents, Senior Managing
Directors, and Managing Directors.

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