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Resolution on Merger as Acquiring Company

2004.08.27 No. 254

1. Description of Merger
    : Hyundai Motor Company has merged by acquiring Hyundai Commercial Vehicle Engine Co., and because there are no resulting issue shares, the merger process will proceed according to the Article 527 section 3 of the commercial code.
    (However, according to the Article 527 section 3-4 of the commercial code, in the case where shareholders who hold no less than 20/100 of the total outstanding shares of Hyundai Motor Company notify the company in writing of their intention of dissent from the merger, the merger shall not proceed as stated above.)

2. Reason for merger
    : To enhance efficiency and to reduce R&D costs by increasing in-house development capabilities for large commercial vehicle engines

3. Merging ratio and calculation basis
    1) Ratio 1:0 [Hyundai Motor Company(HMC) : Hyundai Commercial Vehicle Engine(HCVE)]
    2) Calculation basis
      - The Article 84 section 7 of the Enforcement Decree of the Securities Exchange Act
      - The Article 36 section 12 of the Enforcement Regulations of the Securities Exchange Act
      - The Article 82 of the Regulations relating to Marketable Securities Issuance and Announcements or the same regulations in Article 5 & 9 of the Enforcement bylaws.
    3) Evaluation of merging ratio (HMC : HCVE)
      - Appraised value by rating institution / share(KRW 48,116 : KRW 5,049)
      - Par value / share (KRW 5,000 : KRW 5,000)
      - Merging ratio : (1:0.105)
    (However, there are no actual impacts on the issuing of shares since HMC owns 100% shares of HCVE. And, to protect small-scale shareholders of HMC, a listed company, it is appropriate that the merging ratio be 1:0, without any increase in capital.)

4. Details of surviving company after merger
    - Name of company : Hyundai Motor Company
    - Name of representative : Kim, Dong-Jin
    - Paid-in capital : KRW 1,478,603,240,000
    - Total number of outstanding shares : 283,400,648
    - Par values of share : KRW 5,000
    - Business area : Automobile Manufacturing and Sales
    - Location of head quarter : 231 Yangjae-Dong, Seocho- Gu, Seoul, Korea
    - Listing fater merger : maintain listed company status

5. Expected registration date for merger : Nov. 19, 2004

6. Effective date of merger : Nov. 18, 2004

7. Period of creditor`s formal objection :
    From Oct. 15, 2004 to Nov. 17, 2004

8. Expected contract date of merger : September 21, 2004

9. Appraisal right of dissenting shareholders
    - According to the Article 527 section 3, there are no appraisal rights for small-scale mergers.
    - Notification period for shareholders dissenting from merger : Sep. 30, 2004 ~ Oct. 14, 2004

10. Decision date : August, 27, 2004
    (Date of Board Resolution)
    - 2 out of 4 outside directors were present.
    - 2 out of 3 auditors were present.

11. Others
    - The auditors #10 above are members of audit committee.
    - The approval of the general shareholders` meeting of the company is replaced by the approval of the board of directors of HMC, since the merger process will proceed as a small-scale merger. The expected BOD meeting date is October 15, 2004.
    - The above contents may be subject to change depending on the process of approval.
    - The above contents are responses to the disclosed inquiry regarding a rumor or news reported on June 23, 2004.
    - The standard date for the notification period for shareholders dissenting from merger is September 23, 2004.

[Details of acquired company]

Name of company Hyundai Commercial Vehicle Engine
Name of representative Kim, ChungYong
Total assets KRW 171,322
Paid-in capital KRW 100,000
Sales Revenues KRW 71
Number of outstanding shares 20,000,000
Relationship with company Affiliated
Merging ratio 0
Business areas Engine manufacturing and Sales

(KRW in millions / shares / merging ratio : the number of HMC shares to be granted per 1 share of the merged company)
Name of company Hyundai Commercial Vehicle Engine
Name of representative Kim, ChungYong
Total assets KRW 171,322
Paid-in capital KRW 100,000
Sales Revenues KRW 71
Number of outstanding shares 20,000,000
Relationship with company Affiliated
Merging ratio 0
Business areas Engine manufacturing and Sales

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