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Convening Notice for the Annual General Meeting of Shareholders in 2003 Year

2003.02.25 No. 167



Hyundai Motor Company
231, Yangjae-dong, Seocho-ku
Seoul, 137-938, Korea
Tel. 822-3464-3801
Fax. 822-3464-3455
[English Translation]



 
Convening Notice for the Annual General Meeting
of Shareholders in 2003 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; please attend at the meeting.

1 Date : 10:00 a.m., March 14, 2003 (Friday)

2 Place: Grand Hall, 2nd Floor, Principal Office of Hyundai Motor Company,
             231, Yangjae-Dong, Seocho-Ku, Seoul, 137-938, Korea
             (※ For any questions, please call 822-3464-1114)

3 Purposes of the Meeting
          Annual report and Audit report
         < Agenda >
             Item 1: Approval of financial statements for the 35th business year
             (1/1/2002~12/31/2002)
             Item 2: Appointment of Director(s)
             Item 3: Appointment of member(s) of Audit Committee
             Item 4: Approval of the limit of directors` remuneration

4 Matters regarding the Exercise of Voting Rights:         
         - For the in-person exercise of the voting right of a shareholder:
         an invitation to the shareholders` meeting of the company, and a certificate for
         identification
         - For the exercise of the voting right of a shareholder by his/her agent on behalf
         of such shareholder:
         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 a
         certificate for identification of such agent.
         (For the exercise of the voting right of a shareholder by the Korea Securities
         Depository on behalf of such shareholder: ※ applicable only to a beneficial
         owner of the share(s) issued by the Company)
         - If you are a beneficial owner of the share(s) of the company which share(s)
         has/have been deposited with a stock brokerage firm, please refer to the next
         page.

5. Other matters
         - Our company is expected to pay a dividend of 17% in cash for this 35th fiscal
         year per each share of common stock of our company and, upon confirmed at
         the shareholders` meeting on such payment of a dividend, you will be notified
         separately. (Series 1 Preferred Stock: 18%; Series 2 Preferred Stock: 19%; Series
         3 Preferred Stock: 18%)





February 25, 2003
HYUNDAI MOTOR COMPANY
Representative Director: Dong-Jin Kim
(Seal omitted)

Guide on How to Exercise Voting Rights of Beneficial Owners


As you may know, a voting right is your own right and important method to reflect your opinion at the shareholders` meeting. However, under the circumstances where the shares issued by our company are held by very many shareholders, it may be difficult to constitute a quorum at the shareholders` meeting this time. 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 our company in an account with a stock brokerage firm) and your cooperation would 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 (which may include a family member of the relevant shareholder).

□ Exercise of Voting Rights by the Korea Securities Depository
In accordance with Section 174(6)(v) of the Securities and Exchange Act of Korea, our 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 our company as fail to 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 Securities and Exchange 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 our company would execute and send the Opinion Notice attached below for the purpose of the Korea Securities Depository`s computation of the number of shares available for its exercise of voting rights, which shares will not include any shares with respect to which shareholder`s 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 our company, even though you do not send the Opinion Notice to the following address:
(Address for Opinion Notice to Be Sent to) Security Management Division, Korea Securities Depository, 34-6 Yoido-Dong, Youngdeungpo-Ku, 150-884, Seoul, Korea
(Deadline for Delivery of Opinion Notice) March 8, 2003 (※ 5 days before the date of the meeting)

Notice of Expression of Intention


To Korea Securities Depository

I, the undersigned, hereby, pursuant to Paragraph 5 of Article 174-6 of the Korean Securities and Exchange Act, 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 14, 2003 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 [ ], 2003

            Beneficial Shareholder         Name :         (Seal)
Address :





 

Item 1: Approval of financial statements for the 35th business year
         (1/1/2002~12/31/2002)


(1) Balance Sheet

(Unit: 100 Million Won)

  `2002 `2001 `2000
Ⅰ.Current assets 66,042 49,350 40,605
Ⅱ.Non-current assets 142,631 146,978 139,071
     1.Investments 48,701 43,574 39,600
     2.Tangibles 84,473 87,440 84,388
     3.Intangibles 9,457 15,964 15,083
Total assets 208,673 196,328 179,676
Ⅰ.Current liabilities 64,165 60,630 66,979
Ⅱ.Non-current liabilities 39,900 44,720 36,471
     Total liabilities 104,065 105,350 103,450
Ⅰ.Capital stock 14,764 14,764 14,764
Ⅱ.Capital stock surplus 53,761 53,761 53,607
Ⅲ.Retained earnings 36,653 22,607 15,344
Ⅳ.Capital adjustments (570) (154) (7,489)
     Total shareholders` equity 104,608 90,978 76,226
Total liabilities and shareholders` equity 208,673 196,328 179,676


(2) Statement of Income

(Unit: 100 Million Won)

  `2002 `2001 `2000
1. Sales 263,369 225,051 182,310
2. Cost of sales 203,973 170,790 142,295
3. Gross profit 59,396 54,261 40,015
4. Selling and administrative expenses 43,334 33,295 26,882
5. Operating income 16,062 20,966 13,133
6. Non-operating income 15,140 10,083 7,152
7. Non-operating expenses 11,367 14,389 11,321
8. Ordinary income 19,835 16,660 8,964
9. Extraordinary gains 0 0 536
10. Extraordinary losses 0 0 1,698
11. Income before income taxes expenses 19,835 16,660 7,802
12. Income taxes expenses 5,400 5,006 1,123
13. Net income 14,435 11,654 6,679


(3) Statement of Appropriations of Retained Earnings

(Unit: 100 Million Won)

  `2002 `2001 `2000
Ⅰ.Unappropriated retained earnings 14,045 11,148 6,395
     1.Unappropriated retained earnings carried over from prior period 2 1,737 2
     2.Change in retained earnings for the year (392) (2,243) (286)
     3.Net income for the year 14,435 11,654 6,679
Ⅱ.Transfer from voluntary reserves 0 0 0
Total 14,045 11,148 6,395
Ⅲ.Appropriation of retained earnings 14,041 11,146 4,658
     1.Legal reserve 250 220 166
     2.Reserve for business rationalization 0 1,600 1,188
     3.Reserve for research development 5,500 2,000 0
     4.Reserve for technology development 5,860 5,175 1,650
     5.Dividends 2,431 2,151 1,654
Ⅳ.Unappropriated retained earnings carried over to subsequent year 4 2 1,737


Item 2: Appointment of Director(s)

       1) Directors whose terms are expired (3 persons): Jung-In Park, Byung-Il Park,
       Miyamoto Masao
       2) Nominees (3 persons):

Name Date of birth Major Career Transactions with Company Relationship with Major Shareholder
Recommended by
Jung-In Park 43-12-09 Chairman of Korea Rolling Stock Industries AssociationChairman &amp; Representative Director of Hyundai MOBIS n/a CEO of Largest Shareholder
BOD
Byung-Il Park
(Outside Director)
38-10-15 Chief of Investigation Div. II, Seoul Local National Tax ServiceChief of ShinIl Tax Office holding 17,000 common share stock option n/a
Outside Director Nominee Recommendation Committee
Miyamoto Masao
(Outside Director)
43-08-03 Assistant to CEO, Machinery Group, Mitsubishi Corp.Executive Director, Executive Managing Director, Motor Vehicle Dept. Mitsubishi Corp. holding 11,000 common share stock option n/a
Outside Director Nominee Recommendation Committee


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

       1) Member whose term is expired (1 person): Byung-Il Park
       2) Nominee (1 person):

Name Date of birth Major Career Transactions with Company Relationship with Major Shareholder
Recommended by
Byung-Il Park
(Outside Director)
38-10-15 Chief of Investigation Div. II, Seoul Local National Tax ServiceChief of ShinIl Tax Office holding17,000common share stock option n/a
Outside Director Nominee Recommendation Committee


Item 4: Approval of the limit of directors` remuneration

Year Number of BOD Limit of remuneration
`2001 8 persons 3 Billion Won
`2002 8 persons 3 Billion Won

 

Hyundai Motor Company
231, Yangjae-dong, Seocho-ku
Seoul, 137-938, Korea
Tel. 822-3464-3801
Fax. 822-3464-3455
[English Translation]
Notice of Expression of Intention


To Korea Securities Depository

I, the undersigned, hereby, pursuant to Paragraph 5 of Article 174-6 of the Korean Securities and Exchange Act, 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 14, 2003 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 [ ], 2003

            Beneficial Shareholder         Name :         (Seal)
Address :
Beneficial Shareholder No.   Expression of Intention
Resident Registration No   In Person By Proxy Non-Exercise
Number of Voting Rights        
  `2002 `2001 `2000
Ⅰ.Current assets 66,042 49,350 40,605
Ⅱ.Non-current assets 142,631 146,978 139,071
     1.Investments 48,701 43,574 39,600
     2.Tangibles 84,473 87,440 84,388
     3.Intangibles 9,457 15,964 15,083
Total assets 208,673 196,328 179,676
Ⅰ.Current liabilities 64,165 60,630 66,979
Ⅱ.Non-current liabilities 39,900 44,720 36,471
     Total liabilities 104,065 105,350 103,450
Ⅰ.Capital stock 14,764 14,764 14,764
Ⅱ.Capital stock surplus 53,761 53,761 53,607
Ⅲ.Retained earnings 36,653 22,607 15,344
Ⅳ.Capital adjustments (570) (154) (7,489)
     Total shareholders` equity 104,608 90,978 76,226
Total liabilities and shareholders` equity 208,673 196,328 179,676
  `2002 `2001 `2000
1. Sales 263,369 225,051 182,310
2. Cost of sales 203,973 170,790 142,295
3. Gross profit 59,396 54,261 40,015
4. Selling and administrative expenses 43,334 33,295 26,882
5. Operating income 16,062 20,966 13,133
6. Non-operating income 15,140 10,083 7,152
7. Non-operating expenses 11,367 14,389 11,321
8. Ordinary income 19,835 16,660 8,964
9. Extraordinary gains 0 0 536
10. Extraordinary losses 0 0 1,698
11. Income before income taxes expenses 19,835 16,660 7,802
12. Income taxes expenses 5,400 5,006 1,123
13. Net income 14,435 11,654 6,679
  `2002 `2001 `2000
Ⅰ.Unappropriated retained earnings 14,045 11,148 6,395
     1.Unappropriated retained earnings carried over from prior period 2 1,737 2
     2.Change in retained earnings for the year (392) (2,243) (286)
     3.Net income for the year 14,435 11,654 6,679
Ⅱ.Transfer from voluntary reserves 0 0 0
Total 14,045 11,148 6,395
Ⅲ.Appropriation of retained earnings 14,041 11,146 4,658
     1.Legal reserve 250 220 166
     2.Reserve for business rationalization 0 1,600 1,188
     3.Reserve for research development 5,500 2,000 0
     4.Reserve for technology development 5,860 5,175 1,650
     5.Dividends 2,431 2,151 1,654
Ⅳ.Unappropriated retained earnings carried over to subsequent year 4 2 1,737
Name Date of birth Major Career Transactions with Company Relationship with Major Shareholder
Recommended by
Jung-In Park 43-12-09 Chairman of Korea Rolling Stock Industries AssociationChairman &amp; Representative Director of Hyundai MOBIS n/a CEO of Largest Shareholder
BOD
Byung-Il Park
(Outside Director)
38-10-15 Chief of Investigation Div. II, Seoul Local National Tax ServiceChief of ShinIl Tax Office holding 17,000 common share stock option n/a
Outside Director Nominee Recommendation Committee
Miyamoto Masao
(Outside Director)
43-08-03 Assistant to CEO, Machinery Group, Mitsubishi Corp.Executive Director, Executive Managing Director, Motor Vehicle Dept. Mitsubishi Corp. holding 11,000 common share stock option n/a
Outside Director Nominee Recommendation Committee
Name Date of birth Major Career Transactions with Company Relationship with Major Shareholder
Recommended by
Byung-Il Park
(Outside Director)
38-10-15 Chief of Investigation Div. II, Seoul Local National Tax ServiceChief of ShinIl Tax Office holding17,000common share stock option n/a
Outside Director Nominee Recommendation Committee
Year Number of BOD Limit of remuneration
`2001 8 persons 3 Billion Won
`2002 8 persons 3 Billion Won

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