TDK : Convocation (PDF：561KB)

[Translation]

NOTICE OF CONVOCATION

OF

THE 126TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Notes: 1. This is a translation from Japanese of a notice distributed to shareholders in Japan.

The translation is prepared solely for the convenience of foreign shareholders. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.

2. There are no English translations of the following: Non-Consolidated Balance Sheet, Non-Consolidated Statement of Operations, Non-Consolidated Statement of Changes in Net Assets and Certified Copy of Accounting Auditors' Report for Non-Consolidated Financial Statements.

TDK Corporation

Tokyo, Japan

[Translation]

Securities Code No. 6762

Attention All Shareholders

June 6, 2022

Shigenao Ishiguro

Chairman & Representative Director

TDK Corporation

2-5-1, Nihonbashi, Chuo-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 126TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder:

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

You are hereby notified that the 126th Ordinary General Meeting of Shareholders will be held as stated below.

We ask you to carefully decide whether or not to come to the meeting venue on the day of the meeting, taking into account the status of the new coronavirus infection, your own health condition and other factors.

If you decide not to attend the meeting, you may exercise your votes using either of the methods described below. Please vote by 5:20 P.M. on June 23, 2022 (Thursday), after carefully reading the attached Reference Documents for Shareholders Meeting.

[Voting by Mail]

Please indicate your approval or disapproval of the proposals to be resolved on the voting form enclosed herewith and return it to the Company. The voting form must reach us by the deadline specified above.

[Voting via the Internet, etc.]

Please enter your approval or disapproval of the proposals to be resolved by the deadline specified above.

		Details
1.	Date and Time:	10:00 A.M. on June 24, 2022 (Friday)
2.	Place of the Meeting:	Toranomon Hills Forum Hall A
		Toranomon Hills Mori Tower 5th Floor
		23-3, Toranomon 1-chome,Minato-ku, Tokyo

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3. Purposes of the Meeting: Matters to be Reported

1. Report on the Business Report and the Consolidated Financial Statements for the 126th Fiscal Year (from April 1, 2021 to March 31, 2022), and Report on the Audit Results of the Consolidated Financial Statements for the 126th Fiscal Year by the Accounting Auditor and the Audit & Supervisory Board
2. Report on the Non-Consolidated Financial Statements for the 126th Fiscal Year (from April 1, 2021 to March 31, 2022)

Matters to be Resolved

First Item:	Appropriation of Retained Earnings
Second Item:	Election of Seven (7) Directors
Third Item:	Partial Amendments to Articles of Incorporation

4. Validity of Votes:

1. If you vote both by mail and via the Internet, etc., then the vote via the Internet, etc. will be counted as the valid vote.
2. If you vote multiple times via the Internet, etc., your last vote will be counted as the valid vote.

End

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• If you are attending the meeting, kindly submit the voting form enclosed herewith at the reception. Also, please bring this Notice of Convocation with you to the meeting.
• If you are attending by proxy, you are entitled to one (1) proxy who is also a shareholder of the Company entitled to votes at the meeting. Please have the proxy present written proof of his/her right of proxy along with your voting form at the reception.
• Any person who is not a shareholder of the Company entitled to votes at the meeting (including, but not limited to, any proxy who is not a shareholder of the Company and any accompanying person) is not allowed to enter the place of the meeting.
• In accordance with the law and Article 16 of the Company's Articles of Incorporation, the following items of the Company's Consolidated Financial Statements and Non- Consolidated Financial Statements, as audited by the Accounting Auditor and the Audit & Supervisory Board Members, are available on the Company's Internet website instead of being attached to this Notice of Convocation:
• • Consolidated Statement of Equity and List of Notes to the Consolidated Financial Statements; and
  • Non-ConsolidatedStatement of Changes in Net Assets and List of Notes to the Non-Consolidated Financial Statements.
• In the event that there are amendments made to the Reference Documents for Shareholders Meeting, the Business Report, the Consolidated Financial Statements, or the Non- Consolidated Financial Statements, such amendments will be found on the Company's Internet website.

The Company's Internet website https://www.tdk.com/ja/index.html

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Reference Documents for the Ordinary General Meeting of Shareholders

Proposals and Reference Information

First Item: Appropriation of Retained Earnings

The Company proposes that the appropriation of retained earnings be as provided below: Matters concerning year-end dividends

The Company recognizes that achieving increase in corporate value over the medium- and long-term ultimately translates into higher shareholder value. In line with this understanding, the Company's fundamental policy is to work to consistently increase dividends through growth in earnings per share. By actively investing for growth, mainly in the development of new products and technologies in strategic fields so as to respond precisely to rapid technological innovation in the electronics industry, the Company is aiming to increase a medium- and long-term corporate value. Accordingly, the Company actively reinvests the Company's earnings in business activities and determines its dividends taking into consideration comprehensive factors, including return on equity (ROE) and dividends on equity (DOE) on a consolidated basis, as well as changes in the business environment, among other factors.

The Company intends to pay year-end dividends for the fiscal year under review as follows:

1. Item concerning the allotment of dividend assets and the total amount thereof:
   ¥45 per share of common stock of the Company Total amount of dividends: ¥17,056,121,805
2. • The Company split one share of its common stock into three shares with the effective date of October 1, 2021. The interim dividend of ¥100 per share paid on December 2, 2021 is equivalent to a dividend of ¥33.33 per share after the stock split. Together with the year-end dividend, the annual dividend is ¥78.33 per share.
3. Effective date of payment of dividends from retained earnings: June 27, 2022

《Reference》 Trends in cash dividends per share and dividend payout ratio on a consolidated basis

	123rd	124th	125th	126th
	(Apr. 1, 2018 to	(Apr. 1, 2019 to	(Apr. 1, 2020 to	(Apr. 1, 2021 to
	Mar. 31, 2019)	Mar. 31, 2020)	Mar. 31, 2021)	Mar. 31, 2022)
Interim dividend (¥)	26.67	30	30	33.33
Year-end dividend (¥)	26.67	30	30	(forecast) 45.00
Annual dividend (¥)	53.33	60	60	(forecast) 78.33
Dividend payout ratio
on a consolidated basis	24.6	39.3	28.7	(forecast) 16.2
(%)

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Notes: 1. The Company split one share of its common stock into three shares with the effective date of October 1, 2021. The dividend amounts shown in the "Trends in cash dividends per share and dividend payout ratio on a consolidated basis" above are calculated based on the assumption that the stock split was conducted at the beginning of the 123rd Fiscal Year (i.e., on April 1, 2018)

2. The Company plans to voluntarily adopt International Financial Reporting Standards ("IFRS") starting from its Annual Securities Report for the 126th Fiscal Year. The dividend payout ratio on a consolidated basis for the said Fiscal Year is expected to be 22.6% if calculated based on "Net profit attributable to owners of parent" (approximate value at the time of the Company's announcement on May 25, 2022) in accordance with IFRS.

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