Corporate

Notice Regarding Partial Amendments to Articles of Incorporation

March 22, 2022

TDK Corporation (President and CEO: Shigenao Ishiguro) (the "Company") hereby announces that the Company resolved at the meeting of its Board of Directors held on March 22, 2022 to propose an agenda "Partial Amendments to the Articles of Incorporation" at the 126th Ordinary General Meeting of Shareholders to be held on June 24, 2022 as follows.

1. Reasons for amendments

(1) Amendment to the description of Purpose of Business

Article 2 of the current Articles of Incorporation will be amended in order to organize the description of the Company's business purposes and also to become able to respond to future business developments.

(2) Deletion of the provision regarding the place of shareholders meetings

Article 14, Paragraph 2 of the current Articles of Incorporation, which provides for the place where shareholders meetings are convened, will be deleted in order to broaden the Company's options of the place of shareholders meetings.

  1. Amendments associated with the enforcement of the system for electronic provision of materials for shareholders meetings

The amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the "Act Partially Amending the Companies Act" (Act No.70 of 2019) will come into effect on September 1, 2022. In order to prepare for the introduction of the system for electronic provision of materials for shareholders meetings, the Company's Articles of Incorporation will be amended as follows.

  1. The proposed Article 16, Paragraph 1 provides that the Company will take measures for providing information contained in reference documents, etc. for shareholders meetings in electronic format.
  2. The proposed Article 16, Paragraph 2 establishes a provision to limit the scope of matters to be described in paper-based documents to be delivered to shareholders who requested the delivery of such documents.
  3. The provisions related to the disclosure via the Internet and deemed provision of reference documents, etc. for shareholders meetings (Article 16 of the current Articles of Incorporation) will become unnecessary and therefore will be deleted.
  4. In line with the establishment and deletion of the provisions described above, supplementary provisions related to the effective date, etc. will be established.

2. Details of the amendments

Details of the amendments are as follows:

(Underlined texts are to be amended)

Current articles of incorporation

Proposed amendments

(Purpose of Business)

(Purpose of Business)

Article 2.The purpose of the Company is to

Article 2.The purpose of the Company is to

conduct the following businesses:

conduct the following businesses:

TDK Corporation

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Current articles of incorporation

Proposed amendments

(1) Manufacture and sale of electric machinery

(1) Manufacture, sale and export and import of

and appliances;

electronic parts, devices and electronic

circuits;

(2) Manufacture and sale of magnetic

(2) Manufacture, sale and export and import of

materials such as ferrite and magnet;

electrical machinery and appliances,

machinery and appliances for production,

and business- oriented machinery and

appliances such as machinery and

appliances for medical use and medical

supplies;

(3) Manufacture and sale of electronic

(3) Manufacture, sale and export and import of

machinery and appliances such as

applied products of each of the foregoing

automatic inserting machine for electronic

items;

components, automatic mounter for

electronic components, and electronic

measuring equipment and of components

thereof;

(4) Manufacture and sale of recording media

＜Delete＞

such as magnetic tape, floppy disk and

optical disk and of data writing, reading

and storage equipment therefor;

＜Delete＞

(5) Manufacture and sale of ceramic materials

such as electricity inductive ceramics,

piezoelectric ceramics, semiconductor

ceramics and electricity insulating

ceramics;

(6) Manufacture and sale of circuit

＜Delete＞

components such as coils and

transformers;

＜Delete＞

(7) Manufacture and sale of semiconductors;

(8) Manufacture and sale of stabilizing power

＜Delete＞

supplies (units to stabilize electric current

or voltage);

(9) Manufacture and sale of machinery and

＜Delete＞

appliances for medical use and medical

instruments and of components thereof;

(10) Manufacture and sale of single crystal

＜Delete＞

materials and each product applying the

same;

(11) Manufacture and sale of precious metals,

＜Delete＞

precious stones, artificial precious stones

and each product applying or utilizing the

same;

(12) Manufacture and sale of outer wall

＜Delete＞

materials of buildings and structures;

(13) Designing and contracting of construction

(4) Designing and contracting of construction

work;

work, flooring and interior finish work and

(14) Development, production, sale and grant

electric work;

＜Delete＞

of license of software;

TDK Corporation

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Current articles of incorporation

Proposed amendments

(15) Manufacture, sale and contracting of

(5) Manufacture, sale and export and import of

applied product, machinery and tools and

raw materials of products or construction

equipment of each of the foregoing; and

described in each of the foregoing items;

and

(16) Any and all businesses incidental or

(6) Any and all businesses incidental or

relating to each of the foregoing.

relating to each of the foregoing items.

(Convocation of Shareholders Meeting)

(Convocation of Shareholders Meeting)

Article 14. 1.Ordinary general meetings of

Article 14. Ordinary general meetings of

shareholders shall be convened

shareholders shall be convened

within three (3) months from the

within three (3) months from the day

day following the end of each

following the end of each business

business year. An extraordinary

year. An extraordinary shareholders

shareholders meeting may be

meeting may be held whenever

held whenever necessary.

necessary.

2. Shareholders meetings may be

＜Delete＞

convened at the Head Office or

any adjacent place thereto or at

Ichikawa-city, Chiba Prefecture.

(Disclosure via the Internet and Deemed

＜Delete＞

Provision of Reference Documents for

Shareholders Meeting)

Article 16. When convening a shareholders

meeting, it shall be deemed that the

Company has provided

shareholders with necessary

information that should be

described or presented in reference

documents for the shareholders

meeting, business reports, Financial

Statements and Consolidated

Financial Statements in the event

that they are disclosed via the

Internet in accordance with the

Ministry of Justice Ordinance.

＜New＞

(Measures for Providing Information in

Electronic Format, Etc.)

Article 16. 1. When convening a shareholders

meeting, the Company shall take

measures for providing

information contained in

reference documents, etc. for

the shareholders meeting in

electronic format.

2. Among the matters for which the

measures for providing

information in electronic format

will be taken, the Company may

choose not to describe all or part

TDK Corporation

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Current articles of incorporation

Proposed amendments

of the matters designated by the

Ordinance of the Ministry of

Justice in the paper-based

documents to be delivered to

shareholders who requested the

delivery of such documents by

the record date for voting rights.

＜New＞

(Supplementary Provisions)

1. The amendments to Article 16 of the

Articles of Incorporation shall come into

effect from the date of enforcement of the

amended provision stipulated in the proviso

to Article 1 of the Supplementary Provisions

of the Act Partially Amending the

Companies Act (Act No.70 of 2019) (the

"Enforcement Date").

2. Notwithstanding the provision of the

preceding paragraph, Article 16 of the

current Articles of Incorporation (Disclosure

via the Internet and Deemed Provision of

Reference Documents for Shareholders

Meeting) shall remain effective in

connection with any shareholders meetings

held on a date within six (6) months from

the Enforcement Date.

3. These Supplementary Provisions shall be

deleted on the date when six (6) months

have elapsed from the Enforcement Date or

three (3) months have elapsed from the

date of the shareholders meeting described

in the preceding paragraph, whichever is

later.

3. Schedule

  1. Scheduled date of the General Meeting of Shareholders to amend the Articles of Incorporation: June 24, 2022
  2. Effective date of the amendments to the Articles of Incorporation
  1. Amendment to the description of Purpose of Business and the deletion of the provision regarding the place of shareholders meetings: June 24, 2022
  2. Amendments associated with the enforcement of the system for electronic provision of materials for shareholders meetings: September 1, 2022

End

Contacts for media

Contact

Phone

Mail

Mr. Kazushige

TDK Corporation

+81 3 6778-

pr@jp.tdk.com

ATSUMI

Tokyo, Japan

1055

TDK Corporation

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TDK Corporation published this content on 22 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2022 06:19:12 UTC.