TDK : NOTICE OF CONVOCATION OF ORDINARY GENERAL MEETING OF SHAREHOLDERS 〔May 31, 2023〕

[Translation]

NOTICE OF CONVOCATION

OF

THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Notes: 1. This is a translation from Japanese of a notice distributed to shareholders in Japan.

The translation is prepared solely for the convenience of foreign shareholders. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.

2. There are no English translations of the following: Non-Consolidated Balance Sheet, Non- Consolidated Statement of Operations, Non-Consolidated Statement of Changes in Net Assets and Certified Copy of Accounting Auditors' Report for Non-Consolidated Financial Statements.

TDK Corporation

Tokyo, Japan

[Translation]

Securities Code No. 6762

Attention All Shareholders

May 31, 2023

Noboru Saito

Representative Director,

President & CEO

TDK Corporation

2-5-1, Nihonbashi, Chuo-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder:

Thank you for your continued interest in TDK Corporation (the "Company").

You are hereby notified that the 127th Ordinary General Meeting of Shareholders will be held as stated below.

When convening this Ordinary General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of the Reference Documents for Shareholders Meeting, etc. (the "matters for which measures for providing information in electronic format will be taken") in electronic format and posted such information on the following website as "Notice of Convocation of the 127th Ordinary General Meeting of Shareholders." Please access the website to review the information.

The Company's Internet Website: https://www.tdk.com/en/ir/ir_events/general/index.html

If you decide not to attend the meeting, you may exercise your votes using either of the methods described below. Please vote by 5:20 P.M. on June 21, 2023 (Wednesday), after carefully reading the Reference Documents for Shareholders Meeting.

[Voting via the Internet, etc.]

Please enter your approval or disapproval of the proposals to be resolved by the deadline specified above.

[Voting by Mail]

Please indicate your approval or disapproval of the proposals to be resolved on the voting form and return it to the Company. The voting form must reach us by the deadline specified above.

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		Details
1.	Date and Time:	10:00 A.M. on June 22, 2023 (Thursday)
2.	Place of the Meeting:	Toranomon Hills Forum Hall A
		Toranomon Hills Mori Tower 5th Floor
		23-3, Toranomon 1-chome,Minato-ku, Tokyo
3.	Purposes of the Meeting:

Matters to be Reported

1. Report on the Business Report and the Consolidated Financial Statements for the 127th Fiscal Year (from April 1, 2022 to March 31, 2023), and Report on the Audit Results of the Consolidated Financial Statements for the 127th Fiscal Year by the Accounting Auditor and the Audit & Supervisory Board
2. Report on the Non-Consolidated Financial Statements for the 127th Fiscal Year (from April 1, 2022 to March 31, 2023)

Matters to be Resolved

First Item:	Appropriation of Retained Earnings
Second Item:	Election of Seven (7) Directors
Third Item:	Election of Five (5) Audit & Supervisory Board Members

4. Notes on Exercise of Votes:

1. If you vote both by mail and via the Internet, etc., then the vote via the Internet, etc. will be counted as the valid vote.
2. If you vote multiple times via the Internet, etc., your last vote will be counted as the valid vote.
3. If you indicate neither your approval nor disapproval of each proposal on the returned voting form, your answer will be deemed to be an approval.

End

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• If you are attending the meeting, kindly submit the voting form at the reception.
• If there are any revisions made to the matters for which measures for providing information in electronic format will be taken, a notice to that effect and the matters before and after the revisions will be posted on the aforementioned websites.
• Among the matters for which measures for providing information in electronic format will be taken, the following matters will not be described in the paper-based documents to be delivered to shareholders who requested the delivery of such documents in accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company.

• Consolidated Statement of Changes in Equity and List of Notes to the Consolidated Financial Statements; and
• Non-ConsolidatedStatement of Changes in Net Assets and List of Notes to the Non- Consolidated Financial Statements.

Accordingly, the paper-based documents to be delivered to shareholders who requested the delivery of such documents constitute only part of the documents audited by the Accounting Auditor and the Audit & Supervisory Board Member in preparation of their audit reports.

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• If you are attending by proxy, you are entitled to one (1) proxy who is also a shareholder of the Company entitled to votes at the meeting. Please have the proxy present written proof of his/her right of proxy along with your voting form at the reception.
• Any person who is not a shareholder of the Company entitled to votes at the meeting (including, but not limited to, any proxy who is not a shareholder of the Company and any accompanying person) is not allowed to enter the place of the meeting.

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Reference Documents for the Ordinary General Meeting of Shareholders

Proposals and Reference Information

First Item: Appropriation of Retained Earnings

The Company proposes that the appropriation of retained earnings be as provided below:

Matters concerning year-end dividends

The Company recognizes that achieving increase in corporate value over the medium- and long-term ultimately translates into higher shareholder value. In line with this understanding, the Company's fundamental policy is to work to consistently increase dividends through growth in earnings per share. By actively investing for growth, mainly in the development of new products and technologies in strategic fields so as to respond precisely to rapid technological innovation in the electronics industry, the Company is aiming to increase a medium- and long-term corporate value. Accordingly, the Company actively reinvests the Company's earnings in business activities and determines its dividends taking into consideration comprehensive factors, including return on equity (ROE) and dividends on equity (DOE) on a consolidated basis, as well as changes in the business environment, among other factors.

The Company intends to pay year-end dividends for the fiscal year under review as follows:

1. Item concerning the allotment of dividend assets and the total amount thereof: ¥53 per share of common stock of the Company
   Total amount of dividends: ¥20,101,930,524
2. • Together with the interim dividend of ¥53 per share paid on December 2, 2022, the annual dividend is ¥106 per share.
3. Effective date of payment of dividends from retained earnings: June 23, 2023

《Reference》 Trends in cash dividends per share and dividend payout ratio on a consolidated basis

	124th	125th	126th	127th
	(Apr. 1, 2019 to	(Apr. 1, 2020 to	(Apr. 1, 2021 to	(Apr. 1, 2022 to
	Mar. 31, 2020)	Mar. 31, 2021)	Mar. 31, 2022)	Mar. 31, 2023)
Interim dividend (¥)	30.00	30.00	33.33	53.00
Year-end dividend (¥)	30.00	30.00	45.00	(forecast) 53.00
Annual dividend (¥)	60.00	60.00	78.33	(forecast) 106.00
Dividend payout ratio	39.3	28.7	22.6	(forecast) 35.2
on a consolidated
basis (%)

Notes: 1. The Company split one share of its common stock into three shares with the effective date of October 1, 2021. The dividend amounts shown in the "Trends in cash dividends per share and dividend payout ratio on a consolidated basis" above are calculated based on the assumption that the stock split was conducted at the beginning of the 124th Fiscal Year (i.e., on April 1, 2019).

2. The Company has voluntarily adopted International Financial Reporting Standards ("IFRS") from the Consolidated Financial Statements in Annual Securities Report for the 126th Fiscal Year.

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