ARTICLES OF INCORPORATION
  TDK Corporation




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CHAPTER I
GENERAL PROVISIONS
  Article 1.
    
    
    
    The Company shall be called TDK Kabushiki Kaishaand indicated as TDK Corporation in English.
  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 and
magnet;(3)
    
    
    Manufacture and sale of electronic machinery and appliances
such as automatic inserting machine for electronic components, automatic
mounter for electronic components, and electronic measuring equipment and of
components thereof;(4)
    
    
    Manufacture and sale of recording media such as magnetic tape,
floppy disk and optical disk and of data writing, reading and storage
equipment therefor;(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 components such as coils and
transformers;(7)
    
    
    Manufacture and sale of semiconductor;(8)
    
    
    Manufacture and sale of stabilizing power supplies (units to
stabilize electric current or voltage);(9)
    
    
    Manufacture and sale of machinery and appliances for medical
use and medical instruments and of components thereof;(10)
    
    
    Manufacture and sale of single crystal materials and each
product 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 and
structures;(13)
    
    
    Designing and contracting of construction work;(14)
    
    
    Development, production, sale and grant of license of software;(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 the
foregoing.
  Article 3.
    
    
    
    The Company shall have its head office in Chuo-ku, Tokyo.
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Article 4.
    
    
    
    The Company shall establish the following bodies in addition to the shareholders meeting and the Directors.(1)
    
    
    Board of Directors(2)
    
    
    Company Auditors(3)
    
    
    Board of Company Auditors(4)
    
    
    Accounting Auditors
  Article 5.
    
    
    
    The method to make public notices of the Company shall be
made electronically. Provided, however, that in the event
that such public notice can not be made due to an accident
or unavoidable reason, the public notice shall be given by
publication in the Nihon Keizai Shimbun.
 CHAPTER II
SHARES
  Article 6.
    
    
    
    The total number of shares that the Company may issue
shall be 480,000,000 shares.
  Article 7.
    
    
    
    The Company shall issue share certificates for its shares.
  Article 8.
    
    
    
    The Company may acquire its own shares by resolution
of the Board of Directors through transactions in
the market, etc., in accordance with the provisions
of Article 165, paragraph 2 of the Corporate Law of
Japan.
  Article 9.
    
    
    1.
    
    
    The Share Unit 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.
  Article 10.
    
    
    
    Shareholders (including beneficial
shareholders, the same shall be
applied hereinafter) of the Company
shall not be allowed to exercise any
rights in
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respect of the shares constituting less than one unit held by them, except for the following rights:(1)
    
    Rights provided for in each item of Article 189, paragraph 2 of the
Companies Act of Japan;(2)
    
    Rights to make a request in accordance with Article 166, paragraph 1 of the Companies Act of Japan;(3)
    
    Rights to receive the allotment of offered shares and offered stock acquisition rights, in proportionate to the number of shares held by the shareholder;(4)
    
    Rights to make a request that is provided for in Article 11.
  Article 11.
    
    
    1.
    
    
    A shareholder (including beneficial shareholder, the same shall be applied
hereinafter) who holds shares constituting less
than one unit of the Company may request the
Company to sell the relevant number of shares
which shall constitute one unit of shares if
combined with the shares constituting less than
one unit already held by such shareholder,
pursuant to the provisions of the Share
Handling Regulations.2.
    
    
    When a request stated in the preceding paragraph is made, in the event
the Company does not own the relevant number of shares to sell, the Company may not
accept such request.
  Article 12.
    
    
    1.
    
    
    The Company shall have an administrator of the shareholders registry.2.
    
    
    The appointment of administrator of the shareholders registry and the
office for handling the business of such administrator shall be determined by
resolution of the Board of Directors, and the Company shall give public notice
thereof.3.
    
    
    The preparation and retention of shareholders registry (including the
beneficial shareholders registry; the same shall be applied hereinafter), the
registry of stock acquisition rights and the registry of lost share certificates of
the Company, and other matters relating to shareholders registry, the registry of
stock acquisition rights and the registry of lost share certificates of the Company
shall be entrusted to the administrator of shareholders registry, but not handled
by the Company.
  Article 13.
    
    
    
    Handling of shares of the Company and fees thereof shall be governed by
laws and regulations, the Articles of Incorporation as well as the Share Handling
Regulations established by the Board of Directors.
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Article 14.
    
    
    1.
    
    
    The Company shall deem those shareholders whose names have been entered or recorded
in the last shareholders registry as at the end of each business year as the shareholders
holding voting rights who may exercise their voting rights at the annual shareholders meeting
held with respect to the business year concerned.2.
    
    
    If it is necessary in addition to the preceding paragraph, the Company
may, upon giving prior notice, pursuant to the resolution of the Board of
Directors, deem those shareholders and pledgees for registered shares whose names
have been entered or recorded in the shareholders registry on a certain day as the
shareholders and pledgees for registered shares who may exercise the rights
thereof.
 CHAPTER III
SHAREHOLDERS MEETING
  Article 15.
    
    
    1.
    
    
    Ordinary shareholders meetings shall be convened within three (3) months
from the day following the end of each business year.  An extraordinary
shareholders meeting may be held  whenever necessary.2.
    
    
    Shareholders meetings may be convened at the Head Office or any adjacent
place thereto or at Ichikawa-city, Chiba Prefecture.
  Article 16.
    
    
    1.
    
    
    The Representative Director shall convene and preside over the ordinary
shareholders meeting.2.
    
    
    In case where there are two or more Representative Directors, one of the
Representative Directors shall convene the meetings and act as the
Chairperson in the order of preference previously fixed by the Board of
Directors.  In the event that the Representative Director is prevented from
so acting, another Director shall act in his or her place in the order of
preference previously fixed by the Board of Directors.
  Article 17.
    
    
    
    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 proxy materials 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.
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Article 18.
    
    
    1.
    
    
    Resolutions of shareholders meetings shall be adopted by a majority of the
voting rights of the shareholders entitled to exercise voting rights who are
present at the shareholders meeting, except where otherwise provided for by
laws and regulations or the Articles of Incorporation.2.
    
    
    Resolutions of shareholders meetings provided in Article 309, paragraph 2 of
the Companies Act of Japan shall be adopted by an affirmative vote of
two-thirds (2/3) or more of the voting rights of shareholders present at the
shareholders meeting, a quorum for which shall be the presence of
shareholders with one-third (1/3) or more of the voting rights exercisable for
such meeting.
  Article 19.
    
    
    1.
    
    
    A shareholder may exercise his or her
voting rights by proxy, who shall be
another shareholder with voting rights of
the Company.2.
    
    
    The shareholder or proxy is required to submit to the Company a document
evidencing his or her representation at every shareholders meeting.
  Article 20.
    
    
    
    A summary of proceedings and results at a shareholders meeting, and other
matters provided for by laws and regulations shall be stated or recorded in
the minutes
 CHAPTER IV
DIRECTORS AND THE BOARD OF DIRECTORS
  Article 21.
    
    
    
    The number of Directors of the Company shall be ten (10) or less.
  Article 22.
    
    
    1.
    
    
    Directors shall be elected or dismissed at a shareholders meeting.2.
    
    
    Resolution for election or dismissal of Directors shall be adopted by an
affirmative vote of the majority of voting rights of shareholders present at the
shareholders meeting, a quorum for which shall be the presence of
shareholders with one-third (1/3) or more of the voting rights exercisable for
such meeting.3.
    
    
    Resolution for election of Directors shall not be by cumulative voting.
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Article 23.
    
    
    1.
    
    
    The term of office of Directors shall expire at the close of the ordinary
shareholders meeting held with respect to the last business year that ends
within one (1) year after his or her election.2.
    
    
    The term of office of a Director elected to increase the number of Directors or
fill a vacancy shall expire upon termination of the terms of office of the other
Directors then in office.
  Article 24.
    
    
    
    By resolution of the Board of Directors, Representative Directors shall be
appointed.
  Article 25.
    
    
    1.
    
    
    The Representative Director shall convene and preside over the meetings of
the Board of Directors, except where otherwise provided for by laws and
regulations.2.
    
    
    In case where there are two or more Representative Directors, one of the
Representative Directors shall convene the meetings and act as the
Chairperson in the order of preference previously fixed by the Board of
Directors. In the event that the Representative Director is prevented from
so acting, another Director shall act in his or her place in the order of
preference previously fixed by the Board of Directors.
  Article 26.
    
    
    1.
    
    
    A notice of convocation of the meeting of the Board of Directors shall be
sent to each Director three (3) days prior to the date of such meeting.
Provided, however, that in case of urgency, such period may be shortened.2.
    
    
    When all Directors and Company Auditors give unanimous consent, the
meetings of the Board of Directors may be held without the formal
convocation procedures.
  Article 27.
    
    
    1.
    
    
    Resolutions of the meetings of the Board of Directors shall be adopted by an
affirmative vote of the majority of Directors present at meetings, a quorum
for which shall be a majority of Directors present.2.
    
    
    In the event that the requirements under Article 370 of the Companies Act of
Japan are fulfilled, the Company shall deem that a proposal on agenda at the
meeting of the Board of Directors is adopted by resolution of the Board of
Directors.
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Article 28.
    
    
    
    A summary of proceedings and results at a meeting of the Board of
Directors, and other matters provided for by laws and regulations shall be
stated or recorded in the minutes. The Directors and Company Auditors
present shall affix signatures (including affixing their names and seals) or
make electronic signatures thereto.
  Article 29.
    
    
    
    Any matter relating to the Board of Directors shall
be governed by laws and regulations, the Articles of
Incorporation as well as the Regulations of the Board
of Directors established by the Board of Directors.
  Article 30.
    
    
    
    The remuneration, retirement allowance, bonuses and any other property
benefit received from the Company in consideration of execution of the
duties of the Director shall be determined by resolution of a shareholders
meeting.
 CHAPTER V
COMPANY AUDITORS AND THE BOARD OF COMPANY AUDITORS
  Article 31.
    
    
    
    The number of Company Auditors of the Company shall be five (5) or less.
  Article 32.
    
    
    1.
    
    
    Company Auditors shall be elected at a shareholders meeting.2.
    
    
    Resolution for election of Company Auditors shall be adopted by an
affirmative vote of the majority of voting rights of shareholders present at the
shareholders meeting, a quorum for which shall be the presence of
shareholders with one-third (1/3) or more of the voting rights exercisable for
such meeting.
  Article 33.
    
    
    1.
    
    
    The term of office of Company Auditors shall expire at the close of the
ordinary shareholders meeting held with respect to the last business year that
ends within four (4) years after his or her election.2.
    
    
    The term of office of a Company Auditor appointed to fill a vacancy left by a
Company Auditor who has resigned before the end of his or her term of
office, shall expire upon the end of the original term of office of the
Company Auditor who has resigned.
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Article 34.
    
    
    
    Full-time Company Auditors shall be appointed by resolution of the Board of
Company Auditors.
  Article 35.
    
    
    1.
    
    
    A notice of convocation of the meeting of the Board of Company Auditors
shall be sent to each Company Auditor three (3) days prior to the date of
such meeting.  Provided, however, that in case of urgency, such period may
be shortened.2.
    
    
    When all Company Auditors give unanimous consent, the meetings of the
Board of Company Auditors may be held without the formal convocation
procedure.
  Article 36.
    
    
    
    Unless otherwise provided by laws and ordinances, resolutions of the
meetings of the Board of Company Auditors shall be adopted by a majority
vote of Company Auditors.
  Article 37.
    
    
    
    A summary of proceedings and results at a meeting of the Board of Company
Auditors, and other matters provided by laws and regulations shall be
recorded in the minutes.  The Company Auditors present shall affix
signatures or make electronic signatures thereto.
  Article 38.
    
    
    
    Any matter relating to the Board of Company Auditors shall be governed by
laws and regulations, the Articles of Incorporation as well as the Regulations
of the Board of Company Auditors established by the Board of Company
Auditors.
  Article 39.
    
    
    
    The remuneration, retirement allowance, bonuses and any other property
benefit received from the Company in consideration of execution of the
duties of the Corporate Auditor shall be determined by resolution of a
shareholders meeting.
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CHAPTER VI
ACCOUNTING AUDITORS
  Article 40.
    
    
    
    Accounting Auditors shall be appointed at a shareholders meeting.
  Article 41.
    
    
    1.
    
    
    The term of office of Accounting Auditors shall expire at the close of the
ordinary shareholders meeting held with respect to the last business year that
ends within one (1) year after his or her appointment.2.
    
    
    Except where otherwise resolved at the shareholders meeting
referred to in the preceding paragraph, an Accounting Auditor shall be
deemed to have been re-elected at such ordinary shareholders meeting.
 CHAPTER VII
ACCOUNTS
  Article 42.
    
    
    
    The business year of the Company shall be one (1) year
commencing from April 1 of each year to March 31 of the
following year.
  Article 43.
    
    
    1.
    
    
    The record date for the year-end dividends of the Company shall be March
31 of each year.2.
    
    
    In addition to the preceding paragraph, the Company may from time to time
fix a record date and pay dividends on retained earnings.
  Article 44.
    
    
    
    By resolution of the Board of Directors,
the Company may pay interim dividends on
September 30 of each year as a record date.
  Article 45.
    
    
    1.
    
    
    In case of cash dividends, where any
dividend is not received after elapse of
three (3) full years from the date of offer
of payment, the Company shall be discharged
from liability for payment of such
dividends and interim dividends.2.
    
    
    No interest shall accrue on unpaid cash dividends on retained
earnings.
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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, 2004Amended
    
    June 29, 2006
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