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Convening notice for the AGM

2011.02.18 No. 676

HYUNDAI MOTOR COMPANY (HMC)
Corporate Disclosure to Korea Exchange


Disclosure Date :    February 18, 2011
Disclosure Title     :    Convening Notice for the Annual General Meeting of Shareholders for the 43rd Fiscal Year



The Annual General Meeting of Shareholders of Hyundai Motor Company (the “Company”) will be held pursuant to Article 365 of the Korean Commercial Code and Article 14 of the Articles of Incorporation of the Company as follows.  


1        Date :   9:00 a.m. , March 11, 2011 (Friday)

2        Place:  Grand Hall, 2nd Floor West Building , Head office of Hyundai Motor Company,
231, Yangjae-Dong, Seocho-Gu, Seoul , 137-938, Korea
( For any questions, please call +82-2-3464-1114)

3        Purposes of the Meeting
Annual Report, Independent Auditor’s Report
< Agenda >
   Item 1: Approval of financial statements for the 43rd business year (1/1/2010 ~ 12/31/2010)         
Item 2: Appointment of director(s)
   Item 3: Appointment of member(s) of Audit Committee
   Item 4: Amendment to the Article of Incorporation
   Item 5: Approval of director’s compensation cap

4        Matters regarding the Exercise of Voting Rights:
< What to bring to the shareholders’ meeting >
-                        For the in-person exercise of the voting right of a shareholder: 
an invitation to the shareholders’ meeting of the company, and an identification
-                        For the exercise of the voting right of a shareholder by proxy: 
an invitation to the shareholders’ meeting of the company, a power of attorney ((1) with necessary information of the relevant shareholder and the person with the power of attorney filled in; and (2) duly executed and sealed), and an identification of the agent.
             applicable only to a beneficial owner of the share(s) issued by the Company>
-                                      If you are a beneficial owner of the share(s) which has/have been deposited with a stock brokerage firm, please refer to the next page.
-                                       

5.        Other matters
For the 43rd fiscal year, the Company expects to pay a cash dividend of KRW 1,500 for per share of common stock. (Series 1 Preferred Stock: KRW 1,550; Series 2 Preferred Stock: KRW 1,600; Series 3 Preferred Stock: KRW 1,550)






February 18, 2011

HYUNDAI MOTOR COMPANY
(Seal omitted)


As you may know, a voting right is your right and an important method to reflect your opinion at the shareholders meeting. However, under the circumstances where the shares issued by the company are held by numerous shareholders, it may be difficult to constitute a quorum at the shareholders meeting. Therefore, please refer to the following on how to exercise your voting right as a beneficial owner (i.e., as a shareholder holding a share or shares of the company in an account with a stock brokerage firm), and your cooperation will be appreciated.

General Types of How to Exercise Voting Rights
A shareholder may be present at the shareholders meeting and exercise his/her voting right at the shareholders meeting.
A shareholder may have a third party exercise his/her voting right as his/her agent

Exercise of Voting Rights by the Korea Securities Depository
In accordance with Article 314 of the Capital Market and Financial Investment Business Act of Korea, the company will ask the Korea Securities Depository to, on any issues with respect to which no opinion is expressed in the Opinion Notice attached below, exercise voting rights on behalf of such beneficial owners of shares of the company in case of such beneficial owners do not express their opinion to the Korea Securities Depository by the Opinion Notice in the form attached below.  In such case, the Korea Securities Depository may, pursuant to the Capital Market and Financial Investment Business Act of Korea, conduct shadow voting based on the ratio between the agreement and disagreement to each issue as a result of the exercise of voting rights by all shareholders present at the shareholders meeting except those represented by the Korea Securities Depository.

Advice on Delivery of Opinion Notice
It would be appreciated if a beneficial owner of a share or shares of the company would execute and send the Opinion Notice attached below for the purpose of the Korea Securities Depositorys computation of the number of shares available for its exercise of voting rights, which shares will not include any shares with respect to which shareholders opinion is expressed in the Opinion Notice attached below.

Delivery of the Opinion Notice to the following address is not a must.  There will be no disadvantage or impediment to the exercise of any of your rights as a shareholder of the company, even though you do not send the Opinion Notice to the following address:


Fax: (02) 3774-3244, 3774-3245
March 4, 2011 ( 5 business days before the date of the AGM)
----------------------------------------------------------------------------------------------------------------


 

 

Notice of Expression of Intention

 

To Korea Securities Depository

 

I, the undersigned, hereby, pursuant to Article 314 of the Capital Market and Financial Investment Business Act of Korea, declare my intention with respect to the exercise of voting rights on the shares owned by me at the annual general shareholders meeting of Hyundai Motor Company to be held on March 11, 2011 and any resumptive or continuous meeting thereto as follows:

 

 

 

 

Beneficial Shareholder No.

 

Expression of Intention

 

 

 

Resident Registration No.

 

In Person

By Proxy

Non-Exercise

 

 

 

Number of Voting Rights

 

 

 

 

 

 

 

 

 

 

[  ] days of [    ] month of  year 2011

 

        Beneficial Shareholder    Name  :                (Seal)

                              Address :

 

 


1. Agenda of the Annual General Meeting of Shareholders


Item 1:  Approval of financial statements for the 43rd business year      (1/1/2010 ~ 12/31/2010)

(1)                  Balance Sheet                                              
(Unit: Million Won)

 

2010

2009

Ⅰ.Current assets

13,234,180

11,792,456

    1.Quick Assets

11,591,279

10,407,958

    2. Inventories

1,642,901

1,384,498

Ⅱ.Non-current assets

27,833,499

23,653,678

    1.Investments

15,719,106

11,624,304

    2.Tangibles

9,742,403

9,726,299

    3.Intangibles

1,923,318

1,840,055

    4.Other Non-current Assets

448,672

463,021

Total assets

41,067,680

35,446,135

Ⅰ.Current liabilities

8,996,204

8,923,674

Ⅱ.Non-current liabilities

4,724,673

4,493,438

Total liabilities

13,720,878

13,417,112

Ⅰ. Capital stock

1,488,993

1,488,993

Ⅱ. Capital stock surplus

5,967,317

5,806,189

∙ Paid-in capital in excess of par value

3,321,334

3,321,334

 ∙ Asset revaluation surplus

1,852,871

1,852,871

 ∙ Other

793,113

631,985

Ⅲ. Capital adjustments

(918,214)

(743,909)

Ⅳ. Accum. other comprehensive income

972,401

486,638

.. Retained earnings

19,836,305

14,991,112

     Total shareholders’ equity

27,346,802

22,029,023

 

(2) Statement of Income                                        

(Unit: Million Won)

 

2010

2009

  1. Sales

36,769,426

31,859,327

  2. Cost of sales

27,850,445

24,884,768

  3. Gross profit

8,918,981

6,974,559

  4. Selling and administrative expenses

5,692,365

4,739,596

  5. Operating income

3,226,617

2,234,962

  6. Other income

3,904,692

2,567,705

  7. Other expenses

823,416

1,021,355

8. Income before income tax

6,307,893

3,781,312

9. Income tax expense

1,040,922

819,803

10. Net income

5,266,971

2,961,509

 

(3) Statement of Appropriations of Retained Earnings             

(Unit: Million Won)

 

2010

2009

 Ⅰ. Unappropriated retained earnings

5,165,768

2,812,294

   1.Beginning of year

3,376

4,522

   2.Change in retained earnings using the equity method

(104,579)

(153,737)

   3.Net income

5,266,971

2,961,509

 II. Appropriation of retained earnings

5,163,450

2,808,219

   1.Legal reserve

41,223

31,720

   2.Reserve for research development

2,220,000

1,160,000

   3.Reserve for technology development

2,490,000

1,300,000

   4.Cash Dividends

412,227

317,199

(Details of cash dividends amount and rate )

FY 43rd : Common shares  KRW 1,500 (30%)

Series 1 preferred shares KRW1,550 (31%)

Series 2 preferred shares KRW1,600 (32%)

Series 3 preferred shares KRW1,550 (31%)

 

FY 42nd : Common shares  KRW 1,150 (23%)

Series 1 preferred shares KRW1,200 (24%)

Series 2 preferred shares KRW1,250 (25%)

Series 3 preferred shares KRW1,200 (24%)

 

 

 

 III.Unappropriated retained earnings, end of year

2,318

3,375

         





Item 2:  Appointment of Director(s)

*Nominees (4 persons)

1)                    Name / Date of Birth / Recommender / Type of Director / Relationship with Major Shareholder

Name

Date of birth

Type of Director

Relationship with

Major Shareholder

Recommended by

Chung, Mong-Koo

1938. Mar. 19

Internal Director

Senior Management

BOD1

Kim, Eok-Jo

1950. Oct. 15

Internal Director

Senior Mgt. of Affiliated Company

BOD

Oh, Se-Bin

1950. Mar. 17

External Director

None

EDCRC2

Yi, You-Jae

1960. Jul. 15

External Director

None

EDCRC


1. Board of Directors
2. External Director Candidate Recommendation Committee







2) Current Title / Major Career / Transactions with the Company in recent 3 years

Name

Current Title

Major Career

Transaction with the Company in recent 3 years

Chung, Mong-Koo

Chairman of Hyundai Motor Company

Chairman of the Korean Standards Association

None

Kim, Eok-Jo

President of Hyundai Motor Company

President of Hyundai Motor Manufacturing Czech

None

Oh, Se-Bin

Lawyer at Dongin Law Group

President of Seoul High Court

None

Yi, You-Jae

Professor of Business Administration ,
Seoul National University

President of the Korean Marketing Association

None



Item 3:  Appointment of member(s) of Audit Committee

*Nominee1 (1 person)
1) Name / Date of Birth / Recommender / Type of Director / Relationship with Major Shareholder

Name

Date of birth

Type of Director

Relationship with

Major Shareholder

Recommended by

Oh, Se-Bin

1950. Mar. 17

External Director

None

BOD1

1. Board of Directors
2) Current Title / Major Career / Transactions with the Company in recent 3 years

Name

Current Title

Major Career

Transaction with the Company in recent 3 years

Oh, Se-Bin

Lawyer at Dongin Law Group

President of Seoul High Court

None





Item 4:  Amendment to the Articles of Incorporation

Article

Before Amendment

After Amendment

Purpose of Amendment

Business Purpose

(Article 2)

(1)~ (24) –omitted-

 

(25) To engage in irregular air transportation and aircraft use business and aircraft handling and maintenance business;

 

(26) To sell aircraft and component parts thereof;

 

(1)~ (24) –omitted-

 

(25) –deleted-

(26) –deleted-

Deletion of Business Purpose

Business Purpose

(Article 2)

(27)~ (28) –omitted-

 

(29) Any and all businesses which are incidental to any of the foregoing objectives.

(27)~ (28) –omitted-

 

(29) To engage in development and sales of resources in overseas;

 

(30) Any and all businesses which are incidental to any of the foregoing objectives.

Addition of Business Purpose

: To procure related natural resources for managing development of eco-friendly car and others






Item 5:  Approval of Compensation Cap for Directors

Year

Number of BOD

(Number of outside directors)

Compensation Cap

2010

9 persons (5)

15 billion Korean Won

2011

9 persons (5)

15 billion Korean Won



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