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Notification and Details of the Convocation of General Meeting of Shareholders

2004.02.25 No. 215

1. Date of Shareholder`s Meeting : March 12, 2004 10:00 AM

2. Place of Shareholder`s Meeting :
    - 2nd Floor Grand conference room of the Hyundai Motor Company Headquarters,
     231 Yangjae-dong, Seocho-ku, Seoul, Korea.

3. Agenda and Key Issues :

     Reports :
     - Audit Report
     - Business Report
     - Appointment of External Auditor Report

     Agenda :
     - Approval of the financial statements of the 36th Business Year (1/1/2003 ~
     12/31/2003)
    - Amendment of the Articles of Incorporation

Article Reason for Amendment Current Revised (tentative)
Article 22.(Number and Method of Election of Directors)Clause 1 -Article 191 Section 16 of the Securities Exchange Law (Appointment of External Directors) → Obligation for an External Director Majority- Total number of directors changed to odd numbered total following the obligation for an external director majority → To be carried out beginning from the 2005 General Meeting of Shareholders The Company shall have six (6) to ten (10) Directors who shall be elected at the General Meeting of Shareholders; provided, however, one half (1/2) or more of the total number of the Directors shall be composed of External Directors who shall be recommended by the Recommendation Committee on Candidates for External Directors. seven (7) to eleven (11)more than half (1/2) of the total number of the Directors
Article 37.(Payment of dividend)Clause 2 - Amendment to Article 192 Section 3 of the Securities Exchange Law (Special cases regarding dividends) → provide the grounds for executing quarterly dividends Dividends mentioned in Paragraph (1) may be paid to the shareholders and the registered pledges recorded in the Company`s Register of Shareholders as of the last day of each period for the settlement of accounts; provided, however, that dividends may be paid, only one time during business year, to the shareholders as of the date designated by a resolution of the Board of Directors. at the end of March, June or September from the commencement of the fiscal year
Article 7 Section 3(Stock option)Clause 6 1. Addition of BOD as institution for granting of Stock Option - Inclusion of BOD in written clause2. Extension of exercise period : - 5 years → 6 years- Current Grant of Stock Option Contract"After 3 years and within 5 years from the date of grant"→ "After 2 years and within 6 years from the date of grant" A stock option may be exercised within five (5) years from the date when two (2) years have passed from the date of the General Meeting of Shareholders at which a resolution to grant such stock option was adopted. six (6) years of the General Meeting of Shareholders or Board of Directors
Supplemental Article 1(Execution Date ) Execution date for obligation of an external director majority→ Provide the grounds for implementing from the 37th General Meeting of Shareholders Newly Established Article 22, Clause 1 within this amendment (Number and Method of Election of Directors ) will be executed from the date of the 37th General Meeting of Shareholders


- Appointment of Director(s)

Nominees Name(DOB) Position TransactionsWith Company
External Director Dong Gee Kim(06-28-34) -Chief Director, Korea Graduate School of International Studies Foundation -The Counsel of Korea Management Association -Possession of 2,000 common shares-Possession of 12,000 stock option common shares
Internal Director Dong Jin Kim(04-12-50) -Chairman, Korea Geographical Information and Technology Association-Vice Chairman & CEO of HMC -Possession of 16,660 common shares-Possession of 83,340 stock option common shares
Cheon Soo Jeon(03-05-46) -Plant Manager & President HMC Ulsan Plant -Possession of 10,000 stock option common shares
Ruediger Grube(08-02-51) -Member of Board of Management -Senior Vice President for Corporate Development, Daimler Chrysler  


     - Appointment of Member of the Audit Committee
Nominee Name Position Transactions With company
External Director Dong Gee Kim -Chief Director, Korea Graduate School of International Studies Foundation -The Counsel of Korea Management Association -Possession of 2,000 common shares-Possession of 12,000 stock option common shares


     - Limit on Remuneration for Board of Directors
  Number of Directors Limit on Remuneration
Year 2003 8 members KRW 3,000,000,000
Year 2004 8 members KRW 5,000,000,000
Article Reason for Amendment Current Revised (tentative)
Article 22.(Number and Method of Election of Directors)Clause 1 -Article 191 Section 16 of the Securities Exchange Law (Appointment of External Directors) → Obligation for an External Director Majority- Total number of directors changed to odd numbered total following the obligation for an external director majority → To be carried out beginning from the 2005 General Meeting of Shareholders The Company shall have six (6) to ten (10) Directors who shall be elected at the General Meeting of Shareholders; provided, however, one half (1/2) or more of the total number of the Directors shall be composed of External Directors who shall be recommended by the Recommendation Committee on Candidates for External Directors. seven (7) to eleven (11)more than half (1/2) of the total number of the Directors
Article 37.(Payment of dividend)Clause 2 - Amendment to Article 192 Section 3 of the Securities Exchange Law (Special cases regarding dividends) → provide the grounds for executing quarterly dividends Dividends mentioned in Paragraph (1) may be paid to the shareholders and the registered pledges recorded in the Company`s Register of Shareholders as of the last day of each period for the settlement of accounts; provided, however, that dividends may be paid, only one time during business year, to the shareholders as of the date designated by a resolution of the Board of Directors. at the end of March, June or September from the commencement of the fiscal year
Article 7 Section 3(Stock option)Clause 6 1. Addition of BOD as institution for granting of Stock Option - Inclusion of BOD in written clause2. Extension of exercise period : - 5 years → 6 years- Current Grant of Stock Option Contract"After 3 years and within 5 years from the date of grant"→ "After 2 years and within 6 years from the date of grant" A stock option may be exercised within five (5) years from the date when two (2) years have passed from the date of the General Meeting of Shareholders at which a resolution to grant such stock option was adopted. six (6) years of the General Meeting of Shareholders or Board of Directors
Supplemental Article 1(Execution Date ) Execution date for obligation of an external director majority→ Provide the grounds for implementing from the 37th General Meeting of Shareholders Newly Established Article 22, Clause 1 within this amendment (Number and Method of Election of Directors ) will be executed from the date of the 37th General Meeting of Shareholders
Nominees Name(DOB) Position TransactionsWith Company
External Director Dong Gee Kim(06-28-34) -Chief Director, Korea Graduate School of International Studies Foundation -The Counsel of Korea Management Association -Possession of 2,000 common shares-Possession of 12,000 stock option common shares
Internal Director Dong Jin Kim(04-12-50) -Chairman, Korea Geographical Information and Technology Association-Vice Chairman & CEO of HMC -Possession of 16,660 common shares-Possession of 83,340 stock option common shares
Cheon Soo Jeon(03-05-46) -Plant Manager & President HMC Ulsan Plant -Possession of 10,000 stock option common shares
Ruediger Grube(08-02-51) -Member of Board of Management -Senior Vice President for Corporate Development, Daimler Chrysler  
Nominee Name Position Transactions With company
External Director Dong Gee Kim -Chief Director, Korea Graduate School of International Studies Foundation -The Counsel of Korea Management Association -Possession of 2,000 common shares-Possession of 12,000 stock option common shares
  Number of Directors Limit on Remuneration
Year 2003 8 members KRW 3,000,000,000
Year 2004 8 members KRW 5,000,000,000

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