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[Translation] EXHIBIT 1.1 ARTICLES OF INCORPORATION Amended as of June 29, 2004 TDK Corporation




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CHAPTER I
GENERAL PROVISIONS (Name)  Article 1.
    
    The Company shall be called TDK Kabushiki Kaishaand 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 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. (Location of Head Office)  Article 3.
    
    The Company shall have its head office in Chuo-ku, Tokyo. 1




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(Method of Public Notice)  Article 4.
    
    The public notices of the Company shall be given by
publication in the Nihon Keizai Shimbunpublished in Tokyo. CHAPTER II
SHARES (Aggregate Number of Shares Authorized to be Issued)  Article 5.
    
    The total number of shares authorized to be
issued by the Company shall be 480,000,000
shares. Provided, however, that in the event
that any of shares is canceled, the number of
 shares authorized to be issued shall be reduced
accordingly. (Acquisition of the Companys Own Shares)  Article 6.
    
    The Company may purchase its own shares by
resolution of the Board of Directors, in
accordance with the provisions of Article
211-3, paragraph 1, item 2 of the Commercial
Code. (Number of Shares of One Unit and Non-Issuance of Share Certificates for
Shares Constituting Less Than 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
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 (Purchase of Shares Constituting Less Than One Unit)  Article 8.
    
    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. (Transfer Agent)  Article 9.
    
    The Company shall have a transfer agent with
respect to its shares. The transfer agent and
its place of business shall be chosen by
resolution of the Board of Directors, and
public 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 share certificates of the Company shall be
kept at the place of business of the transfer agent, and 2




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the registration of transfer of shares, purchase of shares
constituting less than one unit and sale of shares constituting
less than one unit by the Company and other matters relating to
 shares shall be handled by the transfer agent, but not by the
Company. (Share Handling Regulations)  Article 10.
    
    Denominations of share certificates and the registration of
transfer of shares of the Company, purchase of shares
constituting less than one unit and sale of shares
constituting less than one unit by the Company and other
matters concerning the handling of shares and handling fees
shall be governed by laws and regulations, the Articles of
Incorporation as well as the Share Handling Regulations
established by the Board of Directors. (Record Date)  Article 11.
    
    The Company shall deem those shareholders whose names have
been entered or recorded in the shareholders register as
of the day of each closing of accounts as the shareholders
holding voting rights who may exercise shareholders rights
at the ordinary general meeting of shareholders held with
respect to the business period concerned.  2.
    
    If it is necessary in addition to the foregoing
paragraph, the Company may, upon giving prior notice, pursuant to
the resolution of the Board of Directors, deem those shareholders
and registered pledgees whose names have been entered or recorded
in the shareholders register on a certain day as the shareholders
and pledgees who may exercise the rights thereof. CHAPTER III
GENERAL MEETING OF SHAREHOLDERS (General Meetings of Shareholders)  Article 12.
    
    Ordinary general meetings of shareholders shall be
convened within three (3) months from the day following
each closing of accounts. Extraordinary general meeting
of shareholders may be held from time to time when
necessary.  2.
    
    General meetings of shareholders may be convened at the
Head Office or any adjacent place thereto or at Ichikawa-city,
Chiba Prefecture.3.
    
    Representative Director shall preside over the general
meetings of shareholders. In case of two or more Representative
Directors, one of Representative Directors shall act as the
Chairman in the order of precedence previously fixed by the Board
of Directors. In the event that the 3




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Representative Director is prevented from so acting, another
Director shall act in his/her place in the order previously fixed
by the Board of Directors.4.
    
    A shareholder may exercise his/her voting rights by proxy
by authorizing another shareholder who holds voting rights of the
Company as his/her proxy. Provided, however, that the shareholder
or proxy is required to submit to the Company a document
evidencing his/her representation at every general meeting of
shareholders.5.
    
    Resolutions of general meetings of shareholders shall be
adopted by a majority of the voting rights of the shareholders
present, except where otherwise provided for by laws and
ordinances or the Articles of Incorporation.6.
    
    Special resolutions of a general meeting of shareholders
provided in Article 343 of the Commercial Code shall be adopted by
an affirmative vote of two-thirds (2/3) or more of the voting
rights of shareholders present at the general meeting of
shareholders, a quorum of which shall be one-third (1/3) or more
of the voting rights owned by all shareholders.7.
    
    A summary of proceedings and the resultant actions taken
at a general meeting of shareholders shall be stated or recorded
in the minutes. The chairman and the Directors present shall
affix signatures (including affixing their names and seals) or
make electronic signatures thereto. The minutes shall be kept at
the Head Office of the Company for ten (10) years and copies
thereof shall be kept at branches 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 affirmative vote of majority of the voting rights of
shareholders present at the general meeting of shareholders, a
quorum of which shall be one-third (1/3) or more of the voting
rights owned by all shareholders.4.
    
    Resolution for election of Directors shall not be by
cumulative voting. 4




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(Term of Office of Directors)  Article 14.
    
    The term of office of Directors shall expire at the close
of the ordinary general meeting of shareholders held with
respect 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 the number of Directors shall be coterminous with the
remainder of the terms of office of the other Directors then in
office.3.
    
    The term of office of Directors elected to fill a vacancy
shall be coterminous with the remainder of the term of office of
the predecessor who has resigned. (Representative Directors)  Article 15.
    
    By resolution of the Board of Directors, two or more
Representative Directors shall be chosen. (The Board of Directors)  Article 16.
    
    In addition to the matters provided for by the laws and
ordinances or the Articles of Incorporation, the Board of
Directors shall make decisions on the execution of important
business of the Company.  2.
    
    The Representative Director shall convene meetings of the
Board of Directors, and notice of convocation shall be sent to
each Director and Corporate Auditor at least 3 days prior to the
date of each meeting; provided, however, that in case of urgency,
such period may be shortened. In case of two or more
Representative Directors, one of the Representative Directors
shall act as the Chairman in the order of precedence 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/her place in the order previously fixed
by the Board of Directors.3.
    
    The Representative Director shall preside over the
meetings of the Board of Directors. In case of two or more
Representative Directors, one of the Representative Directors
shall act as the Chairman in the order of precedence previously
fixed by the Board of Directors. If the Representative Director
is prevented from so acting, another Director shall act in his/her
place in the order previously fixed by the Board of Directors.4.
    
    Resolutions of the Board of Directors shall be adopted by
an affirmative vote of majority of the shareholders present at
meetings, a quorum of which shall be majority of shareholders.5.
    
    A summary of proceedings and the resultant actions taken
at a meeting of the Board of Directors shall be stated or recorded
in the minutes. The Directors 5




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and Corporate Auditors present shall affix signatures (including
affixing their names and seals) or make electronic signatures
thereto, and the minutes shall be kept at the Head Office of the
Company for ten (10) years. (Remuneration and Retirement Awards for Directors)  Article 17.
    
    The remuneration and retirement awards for
Directors shall be determined at a general
meeting 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
of shareholders.3.
    
    Resolution for election of Corporate Auditors shall be
adopted by an affirmative vote of majority of the voting rights of
shareholders present at the general meeting of shareholders, a
quorum of which shall be one-third (1/3) or more of the voting
rights owned by all shareholders. (Term of Office of Corporate Auditors)  Article 19.
    
    The term of office of Corporate Auditors shall expire
at the close of the ordinary general meeting of
shareholders held with respect to the last closing of
accounts within four (4) years after their assumption
of office.  2.
    
    The term of office of Corporate Auditors elected to fill
a vacancy shall be coterminous with the remainder of the term of
office of the predecessor who has resigned. (Full-time Corporate Auditors)  Article 20.
    
    Full-time Corporate Auditors shall be chosen from among
the Corporate Auditors. (The Board of Corporate Auditors)  Article 21.
    
    In addition to the matters provided for by laws and
ordinances or the Articles of Incorporation, the Board
of Corporate Auditors shall make decisions on the
execution of Corporate Auditors duties in the Company
by its resolution. Provided, however, that it may not
prevent Corporate Auditors from executing their
authority.  2.
    
    A notice of convocation of the meeting of the Board of
Corporate Auditors shall be sent to each Corporate Auditor three
(3) days prior to the date of such 6




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meeting. Provided, however, that in case of urgency, such period
may be shortened.3.
    
    Unless otherwise provided by laws and ordinances,
resolutions of the meetings of the Board of Corporate Auditors
shall be adopted by a majority vote of Corporate Auditors.4.
    
    A summary of proceedings and the resultant actions taken
at a meeting of the Board of Corporate Auditors shall be recorded
in the minutes. The Corporate Auditors present shall affix
signatures (including affixing their names and seals) or make
electronic signatures thereto, and the minutes shall be kept at
the Head Office of the Company for ten (10) years. (Remuneration and Retirement Awards for Corporate Auditors)  Article 22.
    
    The remuneration and retirement awards for
Corporate Auditors shall be determined at a
general meeting of shareholders. CHAPTER VI
ACCOUNTS (Business Term)  Article 23.
    
    The business term of the Company shall be from April 1 of each
year 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 the
shareholders or registered pledgees whose names have
been 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 Company
may make a cash distribution (interim dividends) in
accordance with the provisions of Article 293-5 of
the Commercial Code to the shareholders or
registered pledgees whose names have been entered or
recorded in the last shareholders register as of
September 30 of each year. (Period of Limitation of Dividends, etc.)  Article 26.
    
    In the event that payment of the dividends and
interim dividends declared is not received after
elapse of three (3) full years from the date of
offer of 7




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




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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, 2004
 9