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Notice Regarding Amendments to the Articles of Incorporation

Information contained in the news releases are current as of the date of the press announcement, but may be subject to change without prior notice.

May 27, 2009

You are hereby notified that TDK Corporation (the "Company") (President: Takehiro Kamigama) resolved upon the Board of Directors' Meeting of the Company that it shall propose amendments to the Articles of Incorporation of the Company to the 113th Ordinary General Meeting of Shareholders to be held on June 26, 2009 as follows:

  1. Reason for Amendments
    (1) Amendments in conjunction with Dematerialization of Share Certificates
    In conjunction with the enforcement of the "Law for the Partial Amendments to the Law Concerning Book-entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement of Trades of Stocks and Other Securities" (Law No. 88 of 2004) as of January 5, 2009, all shares of listed companies in Japan were converted from a share certificate system to a system of shares subject to book-entry transfers (often referred to as the "Dematerialization of Share Certificates"). For the purpose of dealing with the "Dematerialization of Share Certificates", the deletion of provisions based on the existence of share certificates and other appropriate amendments are proposed to be made. The incorporation of supplementary provisions are also proposed so as to set forth transitional measures for the same amendments. (Articles 7, 9, 10 and 12 of the current Articles of Incorporation and Articles 1 and 2 of the supplementary provisions of the proposed amended Articles of Incorporation).
    (2) Incorporation of Provisions on Contracts with Outside Directors and Outside Company Auditors to Limit Liability
    The Company proposes the incorporation of Articles 30 (Contracts for Limitation of Liability with Outside Directors) and Article 40 (Contracts for Limitation of Liability with Outside Company Auditors) of the proposed amended Articles of Incorporation of the Company, allowing the Company to enter into contracts with Outside Directors and Outside Company Auditors of the Company to limit the liabilities of each such Outside Director and Outside Company Auditor to the Company. This incorporation is for the purpose of enabling the Company to have competent persons as Outside Directors and Outside Company Auditors and to enable such Outside Directors and Outside Company Auditors to fulfill their roles sufficiently. The incorporation of Article 30 of the proposed amended Articles of Incorporation was approved by each Company Auditor of the Company.
    (3) Amendments to the numbers of certain Articles are also made in conjunction with the amendments above.
  2. Contents of Amendments
    Current provisions of the Articles of Incorporation Provisions of the Articles of Incorporation as proposed to be amended
    (Issuance of Share Certificates)
    Article 7. The Company shall issue share certificates for its shares.
    [Deleted]
    Article 8. [Omitted] Article 7. [No Change]
    (Number of Shares of One Unit and Non-Issuance of Share Certificates for Shares Constituting Less Than One Unit)
    Article 9.
    1. The number of shares of one unit of shares of the Company shall be one hundred (100) shares.
    2. Notwithstanding the provisions of Article 7, the Company shall not issue share certificates for shares constituting less than one unit of shares (hereinafter referred to as the "shares constituting less than one unit"). Provided, however, that the foregoing shall not be applicable, in the event that the Share Handling Regulations provides for otherwise.
    (Number of Shares of One Unit)
    Article 8. The number of shares of one unit of shares of the Company shall be one hundred (100) shares.


    [Deleted]
    (Rights of Shareholder Holding Shares Constituting Less Than One Unit)
    Article 10. Shareholders (including beneficial shareholders, the same shall be applied hereinafter) of the Company shall not be allowed to exercise any rights in respect of the shares constituting less than one unit held by them, except for the following rights:

    (1) [Omitted]
    (2) [Omitted]
    (3) [Omitted]
    (4) [Omitted]
    (Rights of Shareholder Holding Shares Constituting Less Than One Unit)
    Article 9. Shareholders of the Company shall not be allowed to exercise any rights in respect of the shares constituting less than one unit held by them, except for the following rights:

    (1) [No Change]
    (2) [No Change]
    (3) [No Change]
    (4) [No Change]
    Article 11. [Omitted] Article 10. [No Change]
    (Administrator of Shareholder's Register)
    Article 12.
    1. [Omitted]
    2. [Omitted]
    3. The preparation and retention of shareholders' register (including the beneficial shareholders' register; the same shall be applied hereinafter), the register of stock acquisition rights and the register of lost share certificates of the Company, and other matters relating to shareholders' register, the register of stock acquisition rights and the register of lost share certificates of the Company shall be entrusted to the administrator of shareholders' register, but not handled by the Company.
    (Administrator of Shareholder's Register)
    Article 11.
    1. [No Change]
    2. [No Change]
    3. The preparation and retention of the shareholders' register and the register of stock acquisition rights of the Company, and other matters relating to the shareholders' register and the register of stock acquisition rights of the Company shall be entrusted to the administrator of the shareholders' register, and not handled by the Company.
    Article 13. ?Article 30. [Omitted] Article 12. ?Article 29. [No change]
    [New Provision] (Contracts for Limitation of Liability with Outside Directors)
    Article 30. Pursuant to Article 427, paragraph 1 of the Companies Act of Japan, the Company may enter into contracts with Outside Directors to limit the liability of the Outside Directors under Article 423, paragraph 1 of the Companies Act of Japan; provided, however, that the maximum amount of the liability pursuant to such contracts shall be limited to the amount set forth in each such contract, which amount shall be equal to or greater than the amount provided for in Article 425, paragraph 1 of the Companies Act of Japan.
    [New Provision] (Contracts for Limitation of Liability with Outside Company Auditors)
    Article 40. Pursuant to Article 427, paragraph 1 of the Companies Act of Japan, the Company may enter into contracts with Outside Company Auditors to limit the liability of the Outside Company Auditors under Article 423, paragraph 1 of the Companies Act of Japan; provided, however, that the maximum amount of the liability pursuant to such contracts shall be limited to the amount set forth in each such contract, which amount shall be equal to or greater than the amount provided for in Article 425, paragraph 1 of the Companies Act of Japan.
    Article 40. ?Article 45. [Omitted] Article 41. ?Article 46. [No Change]
    [New Provision] Supplementary Provisions
    Article 1.
    The preparation and retention of the register of lost share certificates of the Company and other matters relating to the register of lost share certificates of the Company shall be entrusted to the administrator of the shareholders' register, and not handled by the Company.

    Article 2. The preceding Article and this Article shall be in effect until January 5, 2010 and shall be deleted on January 6, 2010.

For further information, contact the Corporate Communications Dept.
Tel.: 81-3-6778-1055
E-mail: TDK.PR@tdk.com

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