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Notification and Details of the Convocation of Annual General Meeting of Shareholders

2009.02.25 No. 577
 HYUNDAI MOTOR COMPANY  (HMC)
Corporate Disclosure to Korea Stock Exchange


Disclosure Date  :  February 19, 2009
Disclosure Title :  Notification and Details of the Convocation of Annual General Meeting of Shareholders


1: Date: 9:00 a.m., March 13, 2009 (Friday)

2. Place: Grand Hall, 2nd Floor West Building, Head office of Hyundai Motor Company, 231, Yangjae-Dong, Seocho-Ku, Seoul, 137-938, Korea

3. Purposes of the Meeting



Annual report, Independent Audit’s report



Item 1: Approval of financial statements for the 41th business year (1/1/2008~12/31/2008)         

Item 2: Appointment of director(s)

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

Item 4: Approval of the limit of directors’ remuneration

Item 5: Amendment to the Article of Inocorporation  


Item 1: Approval of financial statements for the 41st business year (1/1/2008 ~ 12/31/2008)

(1) Balance Sheet                                                          (Unit: Million Won)
 
2008
2007
Current assets
10,301,034
8,921,168
1.Quick Assets
8,492,004
7,472,194
2. Inventories
1,809,030
1,448,974
Non-current assets
21,866,695
20,665,761
1.Investments
10,076,837
9,079,373
2.Tangibles
9,753,801
9,721,065
3.Intangibles
1,605,862
1,381,124
4.Other Non-current Assets
430,194
484,199
Total assets
32,167,729
29,586,929
Current liabilities
7,915,089
7,055,992
Non-current liabilities
4,600,349
4,328,307
Total liabilities
12,515,438
11,384,298
Capital stock
1,488,993
1,486,980
Capital stock surplus
5,851,775
5,752,059
· Paid-in capital in excess of par value
3,321,334
3,307,944
· Asset revaluation surplus
1,852,871
1,852,871
· Other
677,571
591,245
Capital adjustments
-719,685
-718,855
Accum. other comprehensive income
612,153
198,013
Retained earnings
12,419,054
11,484,434
Total shareholders’ equity
19,652,291
18,202,631
Total liabilities and shareholders’ equity
32,167,729
29,586,929
(Debt Ratio)
-63.70%
-62.50%
(2) Statement of Income                                                      (Unit: Million Won)
 
2008
2007
1. Sales
32,189,786
30,619,671
2. Cost of sales
25,058,647
24,638,849
3. Gross profit
7,131,139
5,980,822
4. Selling and administrative expenses
5,253,921
4,035,299
5. Operating income
1,877,218
1,945,523
6. Other income
1,509,764
1,328,546
7. Other expenses
1,591,970
1,052,041
8. Income before income tax
1,795,012
2,222,027
9. Income tax expense
347,108
539,608
10. Net income
1,447,904
1,682,419
(3) Statement of Appropriations of Retained Earnings                           ( Unit: Million Won)
 
2008
2007
Unappropriated retained earnings
1,253,837
1,671,817
1. Beginning of year
43,220
2,475
2.Change in retained earnings using the equity method
(237,287)
(51,014)
3.Cumulative effects of accounting changes
-
37,937
4.Net income
1,447,904
1,682,419
Appropriation of retained earnings
1,249,315
1,628,597
1.Legal reserve
23,600
27,600
2.Reserve for research development
550,000
550,000
3.Reserve for technology development
440,000
775,000
4.Cash Dividends
235,715
275,997
(Details of cash dividends amount and rate )
-
-
FY 41st : Common shares KRW 850 (17%)
-
-
Series 1 preferred shares KRW 900 (18%)
-
-
Series 2 preferred shares KRW 950 (19%)
-
-
Series 3 preferred shares KRW 900 (18%)
-
-
FY 40th : Common shares KRW 1,000 (20%)
-
-
Series 1 preferred shares KRW1,050 (21%)
-
-
Series 2 preferred shares KRW1,100 (22%)
-
-
Series 3 preferred shares KRW1,050 (21%)
-
-
III.Unappropriated retained earnings, end of year
4,522
5,283
Item 2: Appointment of Director(s)

1) Nominees (5 persons)
Name
Date of birth
Major Career
Transactionswith Company
Relationship with Major Shareholder
Recommended by
Jung Dae Lee 1955-10-27 - CFO of HMC
n/a
Director of an Affiliated Company
BOD - Vice Chairman of HMC (current)
Seung Suk Yang 1953-10-25 - President & CEO of Hyundai Steel
n/a
Director of an Affiliated Company
BOD - President of HMC (current)
Ho Don Kang 1952-11-05 - Vice Chief Manager of HMC Ulsan Plant
n/a
n/a
BOD - Vice President of HMC
- Chief Manager of HMC Ulsan Plant (current)
Il Hyung Kang 1949-09-06 - Director, Daejeon Regional Tax Office
n/a
Director of an Affiliated Company
Outside Director Nominee Recommendation Committee - Senior Advisor of Bae, Kim&Lee LLC
Young Chul Yim 1957-04-15 - Director, Litigation bureau of Fair Trade Commission
n/a
Director of an Affiliate Company
Outside Director Nominee Recommendation Committee - Lawyer, SHIN & KIM
Item 3:  Appointment of member(s) of Audit Committee

1) Nominee (2 persons):
Name
Date of Birth
Major Career
Transactions with Company
Relationship with Major Shareholder
Recommended by
Il Hyung Kang
1949-09-06
- Director, Daejeon Regional Tax Office
n/a
Director of an Affiliated Company
BOD
- Senior Advisor of Bae, Kim&Lee LLC
Young Chul Yim
1957-04-15
- Director, Litigation bureau of Fair Trade Commission
n/a
Director of an Affiliate Company
BOD
- Lawyer, SHIN & KIM (currnet)
Item 4: Approval of the limit of directors’ remuneration
Year
Number of BOD
(Number of Ouside Director)
Limit of remuneration
2008
9 persons (5)
10 billion Korean Won
2009
9 persons (5)
10 billion Korean Won
Item 5: Amendment to the Articles of Incorporation
Article
Before Amendment
After Amendment
Purpose of Amendment
Business Purpose (Article 2) (28) Any and all businesses which are incidental to any of the foregoing objectives.

(28) To Engage in tourist business

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

Addition of Business Purpose for efficient use of current facilities
Preemptive Rights (Article 7)

(2) -omitted-

1. If the Company offers new shares or causes underwriters to underwrite new shares in accordance with the relevant provisions of the Securities and Exchange Act.

2. If the Company preferentially allocates new shares to members of the Employee Stock Ownership Association in accordance with the relevant provisions of the Securities and Exchange Act.

5. If the Company issues new shares by the exercise of stock option in accordance with the relevant provisions of the Securities and Exchange Act.

6. If the Company issue new shares in the manner of the Capital Increase by Public Offering in accordance with the relevant provisions of the Securities and Exchange Act.

(2) -omitted-

1. If the Company offers new shares or causes underwriters to underwrite new shares in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act.

2. If the Company preferentially allocates new shares to members of the Employee Stock Ownership Association in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act.

5. If the Company issues new shares by the exercise of stock option in accordance with the relevant provisions of the Commercial Code.

6. If the Company issue new shares in the manner of the Capital Increase by Public Offering in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act.

Revision in the governing law by abrogation of the Securities and Exchange Act
Stock Option (Article 7-3)

(1) The Company may grant the officers and employees of the Company and its affiliates under the Securities and Exchange Act the stock options pursuant to Article 189-4 of the Securities and Exchange Act, by a special resolution of the General Meeting of Shareholders, to the extent not exceeding fifteen percent (15%) of the total number of issued shares;

(2) -omitted-

1. The largest shareholder of the Company and its Related Party thereof (as defined in Article 10-3, Paragraph (2) of the Enforcement Decree of the Securities and Exchange Act; the same shall apply hereinafter);

2. Major Shareholders of the Company (as defined in Article 188 of the Securities and Exchange Act; the same shall apply hereinafter),

(1) The Company may grant the officers and employees of the Company and its affiliates under the Securities and Exchange Act the stock options by a special resolution of the General Meeting of Shareholders, to the extent not exceeding fifteen percent (15%) of the total number of issued shares;

(2) -omitted-

1. The largest shareholder of the Company and its Related Party thereof (as defined in Article of the Enforcement Decree of the Commercial Code; the same shall apply hereinafter);

2. Major Shareholders of the Company (as defined in Article of the Commercial Code; the same shall apply hereinafter),

Revision in the governing law by abrogation of the Securities and Exchange Act
Public Notice of the Convening of the General Meeting (Article 15) (2) Notice of the convening of the General Meeting to the shareholders holding shares less than the number of shares as provided in the Securities and Exchange Act may be deemed to be made by the two or more public notice in two or more daily newspapers. (2) Notice of the convening of the General Meeting to the shareholders holding shares less than the number of shares as provided in the Commercial Code may be deemed to be made by two or more notices in not less than two daily newspapers, or a report in the electronic disclosure system of the Financial Supervisory Service of the Korea Exchange. Revision in the governing law and addition of the method of public notice of the convening of the General Meeting
Audit Committee (Article 31-3)

(2) An appointment and/or dismissal of members of the Audit Committee shall be adopted at the General Meeting of Shareholders by means of resolution determined in relevant laws and regulations including the Securities and Exchange Act and the Commercial Code, etc.

(3) Members of the Audit Committee shall be qualified under the relevant laws and regulations including the Securities and Exchange Act and the Commercial code, etc.

(2) An appointment and/or dismissal of members of the Audit Committee shall be adopted at the General Meeting of Shareholders by means of resolution determined in relevant laws and regulations including the Commercial Code, etc.

(3) Members of the Audit Committee shall be qualified under the relevant laws and regulations including the Commercial code, etc.

Revision in the governing law by abrogation of the Securities and Exchange Act
Addendum Article 1 (Effective Date)   Addendum (2009. 3. 13)
These Amended Articles of Incorporation shall be effective on and after the date resolved in the Ordinary General Meeting of Shareholders in respect of the 41th Fiscal Year.
 
4. Activity of Independent Director on the BOD Meeting

1) Result of Attendance and Vote
Date of Meeting Agenda Name of External Directors (attendance rate)
Kwang Nyun Kim (-100%) Dong Gee Kim (-100%) Il Hyung Kang (-83%) Young Chul Yim (-83%) Seon Lee (-83%)
For & Against
The
1st
General
Meeting
of
BOD
January
14
2008

1. Approval of 2007 Financial statements.

2. Approval of 2007 Annual Report

3. Approval of 2008 Business Plan and Investment Plan

4. Approval of Convocation of the 40th General Meeting of Shareholders and the Agenda

5.Appropriation Of Transaction Limit with Affiliates and others

6. Approval of Issuance Limit of Corporate Bonds

7. Approval of Transaction with Company Owned by Major Shareholders and Others

8. Nomination of administrator for Self-Observance of Fair Trade

9. Approval of Cancellation of Grant of Stock Option

For For For For For
The
1st
Extra-ordinary
Meeting
of
BOD
March
14
2008

1. Approval of appointment of Representative director (Director Mong Koo Chung)

2.Approval of appointment of the chairman of BOD (Director Mong Koo Chung)

3.Approval of appointment of outside director nomination committee member (BOD Mong Koo Chung / BOD Kwang Nyun Kim)

4. Approval of committee member of Ethics Committee (Director Kwang Nyun Kim)

5. Approval of Competitive Transaction of BOD Member (Director Mong Koo Chung)

For For For For For
The
2nd
General
Meeting
of
BOD
April
24
2008

1. Approval of guarantee on overseas subsidiary (HMMC:EUR 300 Million, HMFC:USD 200Million)

2. Approval of Transaction with Company Owned by Major Shareholders and Others

3. Approval of Financial Transaction with Financial Affiliates by contract

For For For For For
The
3rd
General
Meeting
of
BOD
July
24
2008

1. Approval of guarantee on overseas subsidiary : USD 200 million (HMMA)

2. Approval of Transaction with Company Owned by Major Shareholders and Others

3. Approval of Financial Transaction with Financial Affiliates by contract

4.Approval of Equity Investment on Affiliate Company (Participate in Rights Offering of HMC Investment Securities - KRW 50 Billion)

For For For For For
The
4th
General
Meeting
of
BOD
October
23
2008

1. Approval of guarantee on overseas subsidiary : USD 300 million (HMMA)

2. Approval of Renewal of Support Agreement of Hyundai Capital : USD 1 Billion

3. Approval of Transaction with Company Owned by Major Shareholders and Others

4. Approval of Financial Transaction with Financial Affiliates by contract

5. Approval of Decision on Method of Grant of Exercising Stock Option

For For For For For
The 2nd
Extra-ordinary
Meeting
of
BOD
December
17
2008
Issuance of Corporate Bond : KRW 350 Billion For For - - -
2) Activity of Independent Director in the committee of the BOD
Committee
Member
Details of activity
Date of meeting
Agenda
Results
Outside Director Nominee Recommendation Committee
Kwang Nyun
Kim
Dong Gee Kim
Dong Jin Kim
2008 02-14
1. Recommendation and Review of candidate for outside director to be a member of Audit Committee Approval of original proposal
 
Kwang Nyun
Kim
Dong Gee Kim
Dong Jin Kim
2008 03-14
1. Appointment of chairperson of outside director nomination committee Approval of original proposal
Audit Committee
Kwang Nyun
Kim
Dong Gee Kim
Il Hyung Kang
Young Chul
Yim
2008 01-24

1. Report of 2007 Financial Results and Annual Report

2. Approval of Convocation of the 40th General Meeting of Shareholders and the Agenda

3. Report of 2007 evaluation of management of internal Audit system

4. Deliberation and Consent for making a contract with External Auditor on Non Audit Service

Approval of original proposal
2008 04-24

1. Appointment of Chairperson of Audit Committee

Approval of original proposal
 
2. Decision on Whether to institute a lawsuit ( Continued on March 6, 2008) Approval of Not Instituting Lawsuit
2008 07-24
1. Deliberation and Consent for making a contract with External Auditor on Non Audit Service Approval of original proposal
2008 10-23
-
-
5. Status of outside directors’ remuneration                                 (units : KRW Millions)
 
# of persons
Approval amount from AGM
Total Payment
Average payment per person
remarks
Outside Director
5 persons
10,000
240
48
-

* The “Approval amount of AGM” above is 9 directors’ approval amount of the limit of directors’ remuneration including 4 inside directors.
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