**EXHIBIT 1. 1**[Translation]**ARTICLES OF INCORPORATION**Amended as of June 29, 2004**TDK Corporation**
 

 
**CHAPTER I****GENERAL PROVISIONS**(Name)Article 1. The Company shall be called TDK *Kabushiki Kaisha*and indicated as TDK Corporation in English.(Purpose of Business)Article 2. The purpose of the Company is to conduct the following businesses: (1) Manufacture and sale of electric machinery and appliances;  (2) Manufacture and sale of magnetic materials such as ferrite andmagnet;  (3) Manufacture and sale of electronic machinery and appliancessuch as automatic inserting machine for electronic components, automaticmounter for electronic components, and electronic measuring equipment and ofcomponents thereof;  (4) Manufacture and sale of recording media such as magnetic tape,floppy disk and optical disk and of data writing, reading and storageequipment therefor;  (5) Manufacture and sale of ceramic materials such as electricityinductive ceramics, piezoelectric ceramics, semiconductor ceramics andelectricity insulating ceramics;  (6) Manufacture and sale of circuit components such as coils andtransformers;  (7) Manufacture and sale of semiconductor;  (8) Manufacture and sale of stabilizing power supplies (units tostabilize electric current or voltage);  (9) Manufacture and sale of machinery and appliances for medicaluse and medical instruments and of components thereof;  (10) Manufacture and sale of single crystal materials and eachproduct applying the same;  (11) Manufacture and sale of precious metals, precious stones,artificial precious stones and each product applying or utilizing the same;  (12) Manufacture and sale of outer wall materials of buildings andstructures;  (13) Designing and contracting of construction work;  (14) Development, production, sale and grant of license ofsoftware;  (15) Manufacture, sale and contracting of applied product,machinery and tools and equipment of each of the foregoing; and  (16) Any and all businesses incidental or relating to each of theforegoing.(Location of Head Office)Article 3. The Company shall have its head office in Chuo-ku, Tokyo.
- 1 -

 
(Method of Public Notice)Article 4. The public notices of the Company shall be given bypublication in the *Nihon Keizai Shimbun*published in Tokyo.**CHAPTER II****SHARES**(Aggregate Number of Shares Authorized to be Issued)     Article 5.   The total number of shares authorized to beissued by the Company shall be 480,000,000shares. Provided, however, that in the eventthat any of shares is canceled, the number ofshares authorized to be issued shall be reducedaccordingly.(Acquisition of the Company’s Own Shares)     Article 6.   The Company may purchase its own shares byresolution of the Board of Directors, inaccordance with the provisions of Article211-3, paragraph 1, item 2 of the CommercialCode.(Number of Shares of One Unit and Non-Issuance of Share Certificates for Shares Constituting LessThan One Unit)       Article 7.     The number of shares of one unit of shares of the Company shall be one hundred (100)shares.          2.  The Company shall not issue share certificates for shares constitutingless than one unit of shares (hereinafter referred to as the “shares constitutingless than one unit). Provided, however, that the foregoing shall not be applicable,in the event that the Share Handling Regulations provides for otherwise(Purchase of Shares Constituting Less Than One Unit)     Article 8.   A shareholder (including beneficialshareholder, the same shall be appliedhereinafter) who holds shares constituting lessthan one unit of the Company may request theCompany to sell the relevant number of shareswhich shall constitute one unit of shares ifcombined with the shares constituting less thanone unit already held by such shareholder,pursuant to the provisions of the ShareHandling Regulations.(Transfer Agent)       Article 9.     The Company shall have a transfer agent withrespect to its shares. The transfer agent andits place of business shall be chosen byresolution of the Board of Directors, andpublic notice thereof shall be made.          2.  The shareholders’ register (including the beneficial shareholders’register; the same shall be applied hereinafter) and the register of lost sharecertificates of the Company shall be kept at the place of business of the transferagent, and
- 2 -

 
the registration of transfer of shares, purchase of shares constituting less thanone unit and sale of shares constituting less than one unit by the Company and othermatters relating to shares shall be handled by the transfer agent, but not by theCompany.(Share Handling Regulations)     Article 10.   Denominations of share certificates and the registration oftransfer of shares of the Company, purchase of sharesconstituting less than one unit and sale of sharesconstituting less than one unit by the Company and othermatters concerning the handling of shares and handling feesshall be governed by laws and regulations, the Articles ofIncorporation as well as the Share Handling Regulationsestablished by the Board of Directors.(Record Date)       Article 11.     The Company shall deem those shareholders whose names havebeen entered or recorded in the shareholders’ register asof the day of each closing of accounts as the shareholdersholding voting rights who may exercise shareholders’ rightsat the ordinary general meeting of shareholders held withrespect to the business period concerned.          2.  If it is necessary in addition to the foregoing paragraph, the Companymay, upon giving prior notice, pursuant to the resolution of the Board of Directors,deem those shareholders and registered pledgees whose names have been entered orrecorded in the shareholders’ register on a certain day as the shareholders andpledgees who may exercise the rights thereof.**CHAPTER III****GENERAL MEETING OF SHAREHOLDERS**(General Meetings of Shareholders)       Article 12.     Ordinary general meetings of shareholders shall beconvened within three (3) months from the day followingeach closing of accounts. Extraordinary general meetingof shareholders may be held from time to time whennecessary.          2.  General meetings of shareholders may be convened at the Head Office orany adjacent place thereto or at Ichikawa-city, Chiba Prefecture.          3.  Representative Director shall preside over the general meetings ofshareholders. In case of two or more Representative Directors, one ofRepresentative Directors shall act as the Chairman in the order of precedencepreviously fixed by the Board of Directors. In the event that the
- 3 -

 
Representative Director is prevented from so acting, another Director shall act inhis/her place in the order previously fixed by the Board of Directors.          4.  A shareholder may exercise his/her voting rights by proxy by authorizinganother shareholder who holds voting rights of the Company as his/her proxy.Provided, however, that the shareholder or proxy is required to submit to theCompany a document evidencing his/her representation at every general meeting ofshareholders.          5.  Resolutions of general meetings of shareholders shall be adopted by amajority of the voting rights of the shareholders present, except where otherwiseprovided for by laws and ordinances or the Articles of Incorporation.          6.  Special resolutions of a general meeting of shareholders provided inArticle 343 of the Commercial Code shall be adopted by an affirmative vote oftwo-thirds (2/3) or more of the voting rights of shareholders present at the generalmeeting of shareholders, a quorum of which shall be one-third (1/3) or more of thevoting rights owned by all shareholders.          7.  A summary of proceedings and the resultant actions taken at a generalmeeting of shareholders shall be stated or recorded in the minutes. The chairmanand the Directors present shall affix signatures (including affixing their names andseals) or make electronic signatures thereto. The minutes shall be kept at the HeadOffice of the Company for ten (10) years and copies thereof shall be kept atbranches for five (5) years.**CHAPTER IV****DIRECTORS AND THE BOARD OF DIRECTORS**(Number of Directors)       Article 13.     The number of Directors of the Company shall be ten (10) or less.          2.  Directors shall be selected at a general meeting of shareholders.          3.  Resolution for election of Directors shall be adopted by an affirmativevote of majority of the voting rights of shareholders present at the general meetingof shareholders, a quorum of which shall be one-third (1/3) or more of the votingrights owned by all shareholders.          4.  Resolution for election of Directors shall not be by cumulative voting.
- 4 -

 
(Term of Office of Directors)       Article 14.     The term of office of Directors shall expire at the closeof the ordinary general meeting of shareholders held withrespect to the last closing of accounts within one (1)year after their assumption of office.          2.  The term of office of a Director elected pursuant to an increase in thenumber of Directors shall be coterminous with the remainder of the terms of officeof the other Directors then in office.          3.  The term of office of Directors elected to fill a vacancy shall becoterminous with the remainder of the term of office of the predecessor who hasresigned.(Representative Directors)     Article 15.   By resolution of the Board of Directors, two or moreRepresentative Directors shall be chosen.(The Board of Directors)       Article 16.     In addition to the matters provided for by the laws andordinances or the Articles of Incorporation, the Board ofDirectors shall make decisions on the execution of importantbusiness of the Company.          2.  The Representative Director shall convene meetings of the Board ofDirectors, and notice of convocation shall be sent to each Director and CorporateAuditor at least 3 days prior to the date of each meeting; provided, however, thatin case of urgency, such period may be shortened. In case of two or moreRepresentative Directors, one of the Representative Directors shall act as theChairman in the order of precedence previously fixed by the Board of Directors. Inthe event that the Representative Director is prevented from so acting, anotherDirector shall act in his/her place in the order previously fixed by the Board ofDirectors.          3.  The Representative Director shall preside over the meetings of the Boardof Directors. In case of two or more Representative Directors, one of theRepresentative Directors shall act as the Chairman in the order of precedencepreviously fixed by the Board of Directors. If the Representative Director isprevented from so acting, another Director shall act in his/her place in the orderpreviously fixed by the Board of Directors.          4.  Resolutions of the Board of Directors shall be adopted by an affirmativevote of majority of the shareholders present at meetings, a quorum of which shall bemajority of shareholders.          5.  A summary of proceedings and the resultant actions taken at a meeting ofthe Board of Directors shall be stated or recorded in the minutes. The Directors
- 5 -

 
and Corporate Auditors present shall affix signatures (including affixing theirnames and seals) or make electronic signatures thereto, and the minutes shall bekept at the Head Office of the Company for ten (10) years.(Remuneration and Retirement Awards for Directors)     Article 17.   The remuneration and retirement awards forDirectors shall be determined at a generalmeeting of shareholders.**CHAPTER V****CORPORATE AUDITORS AND THE BOARD OF CORPORATE AUDITORS**(Number of Corporate Auditors)       Article 18.     The number of Corporate Auditors of the Company shall be five (5) or less.          2.  Corporate Auditors shall be selected at a general meeting ofshareholders.          3.  Resolution for election of Corporate Auditors shall be adopted by anaffirmative vote of majority of the voting rights of shareholders present at thegeneral meeting of shareholders, a quorum of which shall be one-third (1/3) or moreof the voting rights owned by all shareholders.(Term of Office of Corporate Auditors)       Article 19.     The term of office of Corporate Auditors shall expireat the close of the ordinary general meeting ofshareholders held with respect to the last closing ofaccounts within four (4) years after their assumptionof office.          2.  The term of office of Corporate Auditors elected to fill a vacancy shallbe coterminous with the remainder of the term of office of the predecessor who hasresigned.(Full-time Corporate Auditors)     Article 20.   Full-time Corporate Auditors shall be chosen from amongthe Corporate Auditors.(The Board of Corporate Auditors)       Article 21.     In addition to the matters provided for by laws andordinances or the Articles of Incorporation, the Boardof Corporate Auditors shall make decisions on theexecution of Corporate Auditors’ duties in the Companyby its resolution. Provided, however, that it may notprevent Corporate Auditors from executing theirauthority.          2.  A notice of convocation of the meeting of the Board of Corporate Auditorsshall be sent to each Corporate Auditor three (3) days prior to the date of such
- 6 -

 
meeting. Provided, however, that in case of urgency, such period may be shortened.          3.  Unless otherwise provided by laws and ordinances, resolutions of themeetings of the Board of Corporate Auditors shall be adopted by a majority vote ofCorporate Auditors.          4.  A summary of proceedings and the resultant actions taken at a meeting ofthe Board of Corporate Auditors shall be recorded in the minutes. The CorporateAuditors present shall affix signatures (including affixing their names and seals)or make electronic signatures thereto, and the minutes shall be kept at the HeadOffice of the Company for ten (10) years.(Remuneration and Retirement Awards for Corporate Auditors)     Article 22.   The remuneration and retirement awards forCorporate Auditors shall be determined at ageneral meeting of shareholders.**CHAPTER VI****ACCOUNTS**(Business Term)       Article 23.     The business term of the Company shall be from April 1 of eachyear to March 31 of the following year.    2.  The Company shall close its accounts at the end of each business term.(Dividends)     Article 24.   Dividends, when declared, shall be paid to theshareholders or registered pledgees whose names havebeen entered or recorded in the shareholders’register as of the date of each closing of accounts.(Interim Dividends)     Article 25.   By resolution of the Board of Directors, the Companymay make a cash distribution (interim dividends) inaccordance with the provisions of Article 293-5 ofthe Commercial Code to the shareholders orregistered pledgees whose names have been entered orrecorded in the last shareholders’ register as ofSeptember 30 of each year.(Period of Limitation of Dividends, etc.)     Article 26.   In the event that payment of the dividends andinterim dividends declared is not received afterelapse of three (3) full years from the date ofoffer of
- 7 -

 
payment, the Company shall be discharged from liability for payment of suchdividends and interim dividends.          2.  No interest shall accrue on unpaid dividends and interim dividends.
- 8 -

 
   Prepared November 2, 1935Approved December 7, 1935Amended January 1, 1940Amended May 17, 1940Amended July 1, 1943Amended August 18, 1943Amended July 31, 1948Amended October 26, 1948Amended July 18, 1951Amended July 22, 1952Amended July 19, 1953Amended August 4, 1955Amended July 30, 1957Amended January 31, 1960Amended July 30, 1962Amended January 30, 1965Amended January 30, 1967Amended July 29, 1967Amended January 30, 1969Amended July 30, 1969Amended January 30, 1973Amended January 30, 1974Amended January 30, 1975Amended February 27, 1976Amended February 27, 1978Amended February 27, 1979Amended February 27, 1982Amended February 25, 1983Amended February 27, 1989Amended June 27, 1991Amended June 29, 1994Amended June 26, 1998Amended June 29, 2000Amended June 27, 2002Amended June 27, 2003Amended June 29, 2004
- 9 -