TDK : Voting Results

[Translation]

Securities Code No. 6762

June 26, 2023

Noboru Saito

President & Representative Director

TDK Corporation (the "Company")

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

NOTICE OF VOTING RESULTS FOR

THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Sirs and Madams:

You are hereby notified of the voting results for the 127th Ordinary General Meeting of Shareholders held on June 22, 2023 (the "Meeting"), as stated below.

Details

(1) Matters to be Resolved:

First Item:	Appropriation of Retained Earnings
	Matters concerning year-end dividends:
	¥ 53 per share of common stock of the Company
	Total amount: ¥ 20,101,930,524
	Date when the dividends of retained earnings take effect: June 23, 2023
Second Item:	Election of Seven (7) Directors
	The candidates up for election as Directors were as follows:
	Messrs. Noboru Saito, Tetsuji Yamanishi, Shigenao Ishiguro and Shigeki Sato,
	Ms. Kozue Nakayama and Messrs. Mutsuo Iwai and Shoei Yamana.
Third Item:	Election of Five (5) Audit & Supervisory Board Members
	The candidates up for election as Audit & Supervisory Board Members were as
	follows:
	Messrs. Takakazu Momozuka, Masato Ishikawa and Douglas K. Freeman,
	Ms. Chizuko Yamamoto and Mr. Takashi Fujino.

1. The number of votes of approval, disapproval or abstention, the requirements for approval, and the results of the voting

Matters to be Resolved	APPROVAL	DISAPPROVAL	ABSTENTION	APPROVAL RATE	RESULTS
				(%)
First Item	3,189,227	53,350	157	98.33	Approved

1

Matters to be Resolved	APPROVAL	DISAPPROVAL	ABSTENTION	APPROVAL RATE	RESULTS
				(%)
Second Item
Noboru Saito	3,095,749	134,483	12,530	95.45	Approved
Tetsuji Yamanishi	3,170,772	58,052	13,942	97.76	Approved
Shigenao Ishiguro	3,111,086	119,147	12,530	95.92	Approved
Shigeki Sato	3,174,398	54,427	13,942	97.87	Approved
Kozue Nakayama	3,223,364	19,081	325	99.38	Approved
Mutsuo Iwai	3,163,784	78,656	326	97.55	Approved
Shoei Yamana	3,232,062	10,382	326	99.65	Approved
Third Item
Takakazu Momozuka	3,206,865	35,754	149	98.88	Approved
Masato Ishikawa	3,206,861	35,757	150	98.87	Approved
Douglas K. Freeman	3,241,376	1,247	147	99.94	Approved
Chizuko Yamamoto	3,241,325	1,298	147	99.94	Approved
Takashi Fujino	3,241,321	1,291	158	99.94	Approved

(Note) The requirements for approval of each item are as follows:

・ First Item:	Approval by a majority of the voting rights of the shareholders entitled to
	exercise voting rights who are present at a shareholders meeting.

• Second Item and Third Item:

Approval by a majority of the voting rights of the shareholders present at a shareholders meeting in which shareholders holding one-third (1/3) or more of the voting rights of the shareholders entitled to exercise voting rights at such shareholders meeting are present.

1. The reason why a portion of the number of voting rights of shareholders attending the Meeting was not included in the number of voting rights

All items satisfied the requirements for the approval based on the total number of voting rights of the shareholders that were confirmed as indicating approval, both from the votes cast by the day before the Meeting and from the votes cast by part of shareholders attending the Meeting. Therefore, the items were legally approved in accordance with the Companies Act of Japan and, consequently, the number of voting rights of some of the shareholders attending the Meeting, with respect to whom it was not possible to confirm whether their votes were cast for "approval", "disapproval" or "abstention", were not included.

- End -

2