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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%) HYUNDAI MOTOR COMPANY Representative Director: Dong-Jin Kim (Seal omitted) 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) |
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Item 1: Approval of financial statements for the 35th business year (1/1/2002~12/31/2002) (1) Balance Sheet (Unit: 100 Million Won)
(2) Statement of Income (Unit: 100 Million Won)
(3) Statement of Appropriations of Retained Earnings (Unit: 100 Million Won)
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):
Item 3: Appointment of member(s) of Audit Committee 1) Member whose term is expired (1 person): Byung-Il Park 2) Nominee (1 person):
Item 4: Approval of the limit of directors` remuneration
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| Hyundai Motor Company 231, Yangjae-dong, Seocho-ku Seoul, 137-938, Korea Tel. 822-3464-3801 Fax. 822-3464-3455 |
[English Translation] |
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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:
[ ] days of [ ], 2003 Beneficial Shareholder Name : (Seal) |
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| 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 & 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 |