NOTICE OF RESOLUTIONS (3396J)

TIDMTDK

RNS Number : 3396J

TDK Corporation

29 June 2011

[Translation]

Securities Code No. 6762

Attention All Shareholders

June 29, 2011

Takehiro Kamigama

President & Representative Director

TDK Corporation

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo

NOTICE OF RESOLUTIONS OF

THE 115TH ORDINARY GENERAL MEETING OF shareholders

Dear Shareholder:

Thank you for your continued interest in TDK Corporation (the "Company").

You are hereby notified that the following matters were reported and resolved at the 115th Ordinary General Meeting of Shareholders held today.

Details

Matters Reported:

1. Report on the Business Report and the Consolidated Financial Statements for the 115th Business Year (from April 1, 2010 to March 31, 2011), and Report on the Audit Results of the Consolidated Financial Statements for the 115th Business Year by the Accounting Auditor and the Board of Company Auditors;

The contents of the Business Report, the Consolidated Financial Statements and the Audit Results stated above were reported.

2. Report on the Non-Consolidated Financial Statements for the 115th Business Year (from April 1, 2010 to March 31, 2011);

The contents of the Non-Consolidated Financial Statements stated above were reported.

Matters Resolved:

First Item: Appropriation of Retained Earnings

This proposal was approved and resolved as originally proposed.

It was decided that the year-end dividend is Yen40 per share (including the interim dividend, the annual cash dividend is Yen80 per share).

Second Item: Election of Seven (7) Directors

This proposal was approved and resolved as originally proposed.

Messrs. Hajime Sawabe, Takehiro Kamigama, Kenichi Mori, Shinichi Araya, Yukio Yanase and Junji Yoneyama each were re-elected and re-assumed the office of Director. Mr. Ryoichi Ohno was newly elected and assumed the office of Director.

Messrs. Kenichi Mori, Yukio Yanase and Ryoichi Ohno are Outside Directors.

Third Item: Election of Five (5) Company Auditors

This proposal was approved and resolved as originally proposed.

Messrs. Noboru Hara and Osamu Nakamoto each were re-elected and re-assumed the office of Company Auditor. Messrs. Osamu Yotsui, Koichi Masuda and Makoto Sumita each were newly elected and assumed the office of Company Auditor.

Messrs. Osamu Nakamoto, Koichi Masuda and Makoto Sumita are Outside Company Auditors.

Fourth Item: Provision of a Bonus to Directors as a Group

This proposal was approved and resolved as originally proposed.

The Company will pay a bonus in the aggregate amount of Yen80,310,000 to four (4) Directors of the seven (7) Directors (i.e., excluding the three (3) Outside Directors).

Fifth Item: Partial Amendment of the Articles of Incorporation

This proposal was approved and resolved as originally proposed.

The Company changed the convener and the chairperson of the Board of Directors meeting to a Director designated in advance by the Board of Directors. Also, the Company amended the provisions of the Articles of Incorporation regarding remuneration, etc. of Directors and Company Auditors to delete and make other relevant changes to the description regarding retirement benefits to conform to the provisions of the Companies Act of Japan.

Sixth Item: Truncation and Provision of Retirement Benefits (Reserved in the Past) to a Director in accordance with the Abolishment of the Retirement Benefits System

This proposal was approved and resolved as originally proposed.

The Company will pay Mr. Hajime Sawabe, who reassumed the office of Director, retirement benefits reserved in the past within the range of the amount calculated based on the standards prescribed by the Company.

The Company will pay such retirement benefits to the Director when he retires. Matters regarding the payment of the benefits, including the specific amount of the benefits and the method of payment, will be left to the discretion of the Board of Directors.

Seventh Item: Provision of Retirement Benefits (Reserved in the Past) to a Retiring Company Auditor (Abolishment of the Retirement Benefits System)

This proposal was approved and resolved as originally proposed.

The Company will pay Mr. Masaaki Miyoshi, who retired as a Company Auditor, Yen21,600,000 worth of retirement benefits reserved in the past based on the standards prescribed by the Company. Matters regarding the payment of the retirement benefits, including the time and method of payment, will be left to the discretion of the Company Auditors.

Eighth Item: Provision of Retirement Benefits (Reserved in the Past) to a Retiring Outside Company Auditor (Abolishment of the Retirement Benefits System)

This proposal was approved and resolved as originally proposed.

The Company will pay Mr. Kaoru Matsumoto, who retired as an Outside Company Auditor, Yen6,000,000 worth of retirement benefits reserved in the past based on the standards prescribed by the Company. Matters regarding the payment of the retirement benefits, including the time and method of payment, will be left to the discretion of the Company Auditors.

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