SOURCE: TDK Corporation

June 29, 2005 05:24 ET

TDK Corporation announces Notice of AGM

Tokyo, Japan -- (MARKET WIRE) -- June 29, 2005 --


(Translation)

To:    Stockholders

                                        June 29, 2005
                                                                                
                                                                                
                                   TDK Corporation (the "Company")
                                   13-1, Nihonbashi 1-chome
                                   Chuo-ku, Tokyo
                                   Hajime Sawabe
                                   President and CEO
                                                                                
                            NOTICE OF RESOLUTIONS OF
               THE 109TH ORDINARY GENERAL MEETING OF STOCKHOLDERS

Dear Sirs:

You are hereby notified that the following matters were reported and
resolved upon at the 109th Ordinary General Meeting of Stockholders held today.

                                  Particulars

Matters Reported:

1. Report on the Business Report, Non-Consolidated Balance Sheet and 
Non-consolidated Statement of Income for the 109th Fiscal Year
(from April 1, 2004 to March 31, 2005).

2. Report on the Consolidated Balance Sheet and Consolidated Statement of 
Income, and Report on the Results of Audit for Consolidated Financial 
Statements for the 109th Fiscal Year by Certified Public Accountants and Board
 of Corporate Auditors (from April 1, 2004 to March 31,2005).

The contents of the matters stated in 1 and 2 above were reported.

Matters Resolved:

First Item: Approval of Proposal for Appropriation of Retained Earnings for 
the 109th Fiscal Year

This proposal was approved and resolved as originally proposed.  
It was decided that the year-end dividend is Y40 per share
(including the interim dividend, the total dividend is Y70 per share).

Second Item: Issuance of Stock Acquisition Rights as Stock Option Scheme
for Stock-Linked Compensation Plan

This proposal was approved and resolved as originally proposed.  
The Company will issue stock acquisition rights with a maximum of 41,000 
shares of common stock of the Company, pursuant to Article 280-20 and Article
280-21 of the Commercial Code of Japan, in order to grant such rights as a 
stock option scheme for stock-linked compensation plan to Directors and 
Corporate Officers of the Company.

Third Item: Issuance of Stock Acquisition Rights as Stock Option Scheme

This proposal was approved and resolved as originally proposed.  
The Company will issue stock acquisition rights with a maximum of 119,000 
shares of common stock of the Company, pursuant to Article 280-20 and Article 
280-21 of the Commercial Code of Japan, in order to grant such rights as a 
stock option to key employees of the Company and directors and key employees 
of associated companies.

Fourth Item: Acquisition of own shares of the Company

This proposal was approved and resolved as originally proposed.  
The Company will acquire with a maximum of 160,000 shares of common stock of 
the Company, with a maximum aggregate acquisition cost of Y1.6 billion, 
pursuant to Article 210 of the Commercial Code of Japan, during the
period from the closing of this Ordinary General Meeting of Stockholders to the
closing of the next Ordinary General Meeting of Stockholders in 2006.

Fifth Item: Election of seven (7) Directors

This proposal was approved and resolved as originally proposed.  
Each of Messrs. Hajime Sawabe, Jiro Iwasaki, Shinji Yoko,
Takeshi Nomura, Yasuhiro Hagihara and Takehiro Kamigama was re-elected and
re-assumed the office of Director, and Mr. Seiji Enami was newly elected and
assumed the office of Director.  Mr. Yasuhiro Hagihara is an outside Director as
prescribed in Article 188, Section 2, Paragraph 7-2 of the Commercial Code of
Japan.

- End -




After the closing of this Ordinary General Meeting of Stockholders,
Messrs. Takuma Otsuka and Masaaki Miyoshi were respectively elected and assumed
the office of Full-time Corporate Auditors among Corporate Auditors.
          -----------------------------------------------------------

                              Payment of Dividends

With respect to the payment of the year-end dividends pursuant to the
resolution of the 109th Ordinary General Meeting of Stockholders, please receive
the dividends at the nearest post office by filling in the "notice of payment
by postal transfer" enclosed herewith and affixing your registered seals
thereto.

For the stockholders who have requested transfer to the respective bank
accounts, the statement of dividends and the confirmation of designated bank
accounts are enclosed herewith.  We kindly request you to check the matters
stated therein.

                                  Particulars:

1. Date of Payment:           from June 30, 2005 (Thursday)
                              to July 29, 2005(Friday) (Japan time)

2. Year-end Dividend:         Y40 per share

3. Payment Handling Office:   Please receive the dividend during the
designated period (up to July 29, 2005) at the nearest post office in Japan

                                     Notice

The Company discloses its balance sheet and statement of income for the
fiscal year ended March 31, 2005 on the website of the Company instead of
publishing the public notice.  The URL where the settlement of accounts of the
Company is placed is as follows.

                     http://www.tdk.co.jp/kessan/index.html






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