TOKYO, June 30, 2004 (PRIMEZONE) -- (Translation)
To: Our Overseas Stockholders
June 29, 2004
TDK Corporation (the "Company") 13-1, Nihonbashi 1-chome Chuo-ku, Tokyo Hajime Sawabe President and CEO
NOTICE OF RESOLUTIONS OF THE 108TH ORDINARY GENERAL MEETING OF STOCKHOLDERS
Dear Sirs:
You are hereby notified that the following matters were reported and resolved upon at the 108th Ordinary General Meeting of Stockholders held today.
Particulars
Matters Reported:
Report on the balance sheet as of March 31, 2004 and the business report and the statement of income for the 108th fiscal year (from April 1, 2003 to March 31, 2004)
The contents of the above financial statements were reported.
Matters Resolved:
First Item:
Approval of proposal for appropriation of retained earnings for the 108th fiscal year This proposal was approved and resolved as originally proposed. It was decided that the year-end dividend will be Y30 per share (together with the interim dividend, the total dividend is Y55 per share).
Second Item:
Partial amendments to the Articles of Incorporation This proposal was approved and resolved as originally proposed. The details of the amendments are the incorporation of new provisions of Article 6 (Acquisition of the Company's Own Shares) in the Articles of Incorporation in order to take a flexible capital policy in response to changes in operating circumstances, as a result that the share buyback by resolution of the meeting of the Board of Directors has been permitted under the authorization of the Articles of Incorporation in accordance with the enforcement of the "Law regarding the Partial Amendments to the Commercial Code and the Law for Special Exceptions to the Commercial Code concerning Audit, etc. of Joint-stock Companies (Kabushiki-Kaisha)" (Law No. 132, 2003) as of September 25, 2003, the renumbering of the number of the Articles after Article 6 of the current Articles of Incorporation due to the incorporation of new provisions stated above and the deletion of the supplement.
Third Item:
Issuance of stock acquisition rights, in order to grant such rights to Directors, Corporate Officers and key employees of the Company and its associated companies This proposal was approved and resolved as originally proposed. The Company will issue stock acquisition rights with a maximum of 380,000 shares of common stock of the Company, pursuant to Article 280-20 and Article 280-21 of the Commercial Code of Japan, in order to grant such rights as a stock option to Directors, Corporate Officers and key employees of each of the Company and its associated companies.
Fourth Item:
Acquisition of own shares of the Company This proposal was approved and resolved as originally proposed. The Company will acquire 380,000 shares of common stock of the Company, with a maximum aggregate acquisition cost of Y3.4 billion, pursuant to Article 210 of the Commercial Code of Japan, during the period from the closing of this Ordinary General Meeting of Stockholders to the closing of the next Ordinary General Meeting of Stockholders in 2005.
Fifth Item:
Election of seven (7) Directors This proposal was approved and resolved as originally proposed. Each of Messrs. Hajime Sawabe, Jiro Iwasaki, Shinji Yoko, Takeshi Nomura, Mitsuaki Konno and Yasuhiro Hagihara was re-elected and re-assumed the office of Director, and Mr. Takehiro Kamigama was newly elected and assumed the office of Director. Mr. Yasuhiro Hagihara is an outside Director as prescribed in Paragraph 7-2, Section 2, Article 188 of the Commercial Code of Japan.
Sixth Item:
Election of one (1) Corporate Auditor This proposal was approved and resolved as originally proposed. Mr. Ryoichi Ohno was newly elected and assumed the office of Corporate Auditor. Mr. Ryoichi Ohno is an outside Corporate Auditor as prescribed in Section 1, Article 18 of the "Law Concerning Special Exceptions to the Commercial Code Concerning Audit, etc. of Joint-stock Companies (Kabushiki-Kaisha)".
Seventh Item:
Presentation of retirement grants to the retiring Director and retiring Corporate Auditor This proposal was approved and resolved as originally proposed. The retirement grant will be presented to Director, Mr. Hirokazu Nakanishi, who will retire as Director upon the completion of his term of office, and Corporate Auditor, Mr. Osamu Nakamoto, who will resign as Corporate Auditor, in appreciation of their meritorious services to the Company within reasonable amounts based on the specified standards of the Company. It was also approved and resolved that the amounts, the date of presentation and procedures will be entrusted to the determination of the Board of Directors in case of the retiring Director and the Board of Corporate Auditors in case of the resigning Corporate Auditor.
After the closing of this Ordinary General Meeting of Stockholders, Messrs. Masaaki Miyoshi and Takuma Otsuka were respectively elected and assumed the office of Full-time Corporate Auditors among Corporate Auditors. -----------------------------------------------------------
Payment of Dividends
With respect to the payment of the year-end dividends pursuant to the resolution of the 108th Ordinary General Meeting of Stockholders, please receive the dividends at the nearest post office by filling in the "notice of payment by postal transfer" enclosed herewith and affixing your registered seals thereto.
For the stockholders who requested transfer to the respective bank accounts, the Company will take procedures for remittance of an amount to the designated bank accounts as stated in the statement of the dividends enclosed herewith.
Particulars:
1. Date of Payment: from June 30, 2004
(Wednesday) to July 30,
2004 (Friday) (Japan time)
2. Year-end Dividend: Y30 per share
3. Payment Handling Office: Please receive the dividend
during the designated
period (up to July 30,
2004) at the nearest post
office in Japan
Notice
The Company's balance sheet and statement of income for the fiscal year ended March 31, 2004 are available on its website on the Internet. The homepage URL where the public notice for the settlement of accounts of the Company is placed is as follows.
http://www.tdk.co.jp/kessan/index.html
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http://www.rns-pdf.londonstockexchange.com/rns/2929a_tdk-2004-6-30.pdf
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