18th Feb 2011 10:33
RNS Number : 4779B
Hyundai Motor Company
18 February 2011
HYUNDAI MOTOR COMPANY (HMC)
Corporate Disclosure to Korea Exchange
Disclosure Date : February 18, 2011
Disclosure Title : Convening Notice for the Annual General Meeting of Shareholders for the 43rd Fiscal 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.
Date : 9:00 a.m., March 11, 2011 (Friday)
Place: Grand Hall, 2nd Floor West Building, Head office of Hyundai Motor Company,
231, Yangjae-Dong, Seocho-Gu, Seoul, 137-938, Korea
(※ For any questions, please call +82-2-3464-1114)
Purposes of the Meeting
< Issues to report > Annual Report, Independent Auditor’s Report
< Agenda >
Item 1: Approval of financial statements for the 43rd business year (1/1/2010 ~ 12/31/2010)
Item 2: Appointment of director(s)
Item 3: Appointment of member(s) of Audit Committee
Item 4: Amendment to the Article of Incorporation
Item 5: Approval of director’s compensation cap
Matters regarding the Exercise of Voting Rights:
< What to bring to the shareholders’ meeting >
For the in-person exercise of the voting right of a shareholder:
an invitation to the shareholders’ meeting of the company, and an identification
For the exercise of the voting right of a shareholder by proxy:
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 an identification of the agent.
< For the exercise of the voting right of a shareholder by the Korea Securities Depository: ※ applicable only to a beneficial owner of the share(s) issued by the Company >
If you are a beneficial owner of the share(s) which has/have been deposited with a stock brokerage firm, please refer to the next page.
Other matters
For the 43rd fiscal year, the Company expects to pay a cash dividend of KRW 1,500 for per share of common stock. (Series 1 Preferred Stock: KRW 1,550; Series 2 Preferred Stock: KRW 1,600; Series 3 Preferred Stock: KRW 1,550)
February 18, 2011
HYUNDAI MOTOR COMPANY
Representative Director: Yang Seung Suk
(Seal omitted)
Guide on How to Exercise Voting Rights of Beneficial Owners
As you may know, a voting right is your right and an important method to reflect your opinion at the shareholders' meeting. However, under the circumstances where the shares issued by the company are held by numerous shareholders, it may be difficult to constitute a quorum at the shareholders' meeting. 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 the company in an account with a stock brokerage firm), and your cooperation will be appreciated.
□ General Types of How to Exercise Voting Rights
< In-person Exercise > A shareholder may be present at the shareholders' meeting and exercise his/her voting right at the shareholders' meeting.
< Exercise by Proxy > A shareholder may have a third party exercise his/her voting right as his/her agent
□ Exercise of Voting Rights by the Korea Securities Depository
In accordance with Article 314 of the Capital Market and Financial Investment Business Act of Korea, the 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 the company in case of such beneficial owners do not 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 Capital Market and Financial Investment Business 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 the 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 the company, even though you do not send the Opinion Notice to the following address:
< Address for Opinion Notice to Be Sent to > ‘Person in charge of Opinion Notice of Beneficial Owner of a share or shares of Company’ , Korea Securities Depository, 34-6 Yoido-Dong, Yeongdeungpo-Ku, 150-884, Seoul, Korea
Fax: (02) 3774-3244, 3774-3245
March 4, 2011 (※ 5 business days before the date of the AGM)
------------------------------------------------------------------------------------------------------------
Notice of Expression of Intention To Korea Securities Depository I, the undersigned, hereby, pursuant to Article 314 of the Capital Market and Financial Investment Business Act of Korea, 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 11, 2011 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 [ ] month of year 2011 Beneficial Shareholder Name : (Seal) Address : | |||||||
1. Agenda of the Annual General Meeting of Shareholders
Item 1: Approval of financial statements for the 43rd business year (1/1/2010 ~ 12/31/2010)
(1) Balance Sheet
(Unit: Million Won)
2010 | 2009 | |||
Ⅰ.Current assets | 13,234,180 | 11,792,456 | ||
1.Quick Assets | 11,591,279 | 10,407,958 | ||
2. Inventories | 1,642,901 | 1,384,498 | ||
Ⅱ.Non-current assets | 27,833,499 | 23,653,678 | ||
1.Investments | 15,719,106 | 11,624,304 | ||
2.Tangibles | 9,742,403 | 9,726,299 | ||
3.Intangibles | 1,923,318 | 1,840,055 | ||
4.Other Non-current Assets | 448,672 | 463,021 | ||
Total assets | 41,067,680 | 35,446,135 | ||
Ⅰ.Current liabilities | 8,996,204 | 8,923,674 | ||
Ⅱ.Non-current liabilities | 4,724,673 | 4,493,438 | ||
Total liabilities | 13,720,878 | 13,417,112 | ||
Ⅰ. Capital stock | 1,488,993 | 1,488,993 | ||
Ⅱ. Capital stock surplus | 5,967,317 | 5,806,189 | ||
∙ Paid-in capital in excess of par value | 3,321,334 | 3,321,334 | ||
∙ Asset revaluation surplus | 1,852,871 | 1,852,871 | ||
∙ Other | 793,113 | 631,985 | ||
Ⅲ. Capital adjustments | (918,214) | (743,909) | ||
Ⅳ. Accum. other comprehensive income | 972,401 | 486,638 | ||
Ⅴ.. Retained earnings | 19,836,305 | 14,991,112 | ||
Total shareholders’ equity | 27,346,802 | 22,029,023 | ||
(2) Statement of Income (Unit: Million Won) | ||||
2010 | 2009 | |||
1. Sales | 36,769,426 | 31,859,327 | ||
2. Cost of sales | 27,850,445 | 24,884,768 | ||
3. Gross profit | 8,918,981 | 6,974,559 | ||
4. Selling and administrative expenses | 5,692,365 | 4,739,596 | ||
5. Operating income | 3,226,617 | 2,234,962 | ||
6. Other income | 3,904,692 | 2,567,705 | ||
7. Other expenses | 823,416 | 1,021,355 | ||
8. Income before income tax | 6,307,893 | 3,781,312 | ||
9. Income tax expense | 1,040,922 | 819,803 | ||
10. Net income | 5,266,971 | 2,961,509 | ||
(3) Statement of Appropriations of Retained Earnings (Unit: Million Won) | ||||
2010 | 2009 | |||
Ⅰ. Unappropriated retained earnings | 5,165,768 | 2,812,294 | ||
1.Beginning of year | 3,376 | 4,522 | ||
2.Change in retained earnings using the equity method | (104,579) | (153,737) | ||
3.Net income | 5,266,971 | 2,961,509 | ||
II. Appropriation of retained earnings | 5,163,450 | 2,808,219 | ||
1.Legal reserve | 41,223 | 31,720 | ||
2.Reserve for research development | 2,220,000 | 1,160,000 | ||
3.Reserve for technology development | 2,490,000 | 1,300,000 | ||
4.Cash Dividends | 412,227 | 317,199 | ||
(Details of cash dividends amount and rate ) FY 43rd : Common shares KRW 1,500 (30%) Series 1 preferred shares KRW1,550 (31%) Series 2 preferred shares KRW1,600 (32%) Series 3 preferred shares KRW1,550 (31%) FY 42nd : Common shares KRW 1,150 (23%) Series 1 preferred shares KRW1,200 (24%) Series 2 preferred shares KRW1,250 (25%) Series 3 preferred shares KRW1,200 (24%) | ||||
III.Unappropriated retained earnings, end of year | 2,318 | 3,375 | ||
Item 2: Appointment of Director(s)
*Nominees (4 persons)
1) Name / Date of Birth / Recommender / Type of Director / Relationship with Major Shareholder
Name | Date of birth | Type of Director | Relationship with Major Shareholder |
Recommended by | |||
Chung, Mong-Koo | 1938. Mar. 19 | Internal Director | Senior Management |
BOD1 | |||
Kim, Eok-Jo | 1950. Oct. 15 | Internal Director | Senior Mgt. of Affiliated Company |
BOD | |||
Oh, Se-Bin | 1950. Mar. 17 | External Director | None |
EDCRC2 | |||
Yi, You-Jae | 1960. Jul. 15 | External Director | None |
EDCRC |
1. Board of Directors
2. External Director Candidate Recommendation Committee
2) Current Title / Major Career / Transactions with the Company in recent 3 years
Name | Current Title | Major Career | Transaction with the Company in recent 3 years |
Chung, Mong-Koo | Chairman of Hyundai Motor Company | Chairman of the Korean Standards Association | None |
Kim, Eok-Jo | President of Hyundai Motor Company | President of Hyundai Motor Manufacturing Czech | None |
Oh, Se-Bin | Lawyer at Dongin Law Group | President of Seoul High Court | None |
Yi, You-Jae | Professor of Business Administration , Seoul National University | President of the Korean Marketing Association | None |
Item 3: Appointment of member(s) of Audit Committee
*Nominee1 (1 person)
1) Name / Date of Birth / Recommender / Type of Director / Relationship with Major Shareholder
Name | Date of birth | Type of Director | Relationship with Major Shareholder |
Recommended by | |||
Oh, Se-Bin | 1950. Mar. 17 | External Director | None |
BOD1 |
1. Board of Directors
2) Current Title / Major Career / Transactions with the Company in recent 3 years
Name | Current Title | Major Career | Transaction with the Company in recent 3 years |
Oh, Se-Bin | Lawyer at Dongin Law Group | President of Seoul High Court | None |
Item 4: Amendment to the Articles of Incorporation
Article | Before Amendment | After Amendment | Purpose of Amendment |
Business Purpose (Article 2) | (1)~ (24) –omitted- (25) To engage in irregular air transportation and aircraft use business and aircraft handling and maintenance business; (26) To sell aircraft and component parts thereof; | (1)~ (24) –omitted- (25) –deleted- (26) –deleted- | Deletion of Business Purpose |
Business Purpose (Article 2) | (27)~ (28) –omitted- (29) Any and all businesses which are incidental to any of the foregoing objectives. | (27)~ (28) –omitted- (29) To engage in development and sales of resources in overseas; (30) Any and all businesses which are incidental to any of the foregoing objectives. | Addition of Business Purpose : To procure related natural resources for managing development of eco-friendly car and others |
Item 5: Approval of Compensation Cap for Directors
Year | Number of BOD (Number of outside directors) | Compensation Cap |
2010 | 9 persons (5) | 15 billion Korean Won |
2011 | 9 persons (5) | 15 billion Korean Won |
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http://www.rns-pdf.londonstockexchange.com/rns/4779B_1-2011-2-18.pdf
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