22nd Feb 2012 10:40
HYUNDAI MOTOR COMPANY (HMC)
Corporate Disclosure to Korea Exchange
Disclosure Date : February 22, 2012
Disclosure Title : Convening Notice for the Annual General Meeting of Shareholders
for the 44th 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 16, 2012 (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 44th business year (1/1/2011 ~ 12/31/2011)
Item 2: Appointment of director(s)
Item 3: Appointment of member(s) of Audit Committee
Item 4: Amendment to the Articles 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 44th fiscal year, the Company expects to pay a cash dividend of KRW 1,750 for per share of common stock. (Series 1 Preferred Stock: KRW 1,800; Series 2 Preferred Stock: KRW 1,850; Series 3 Preferred Stock: KRW 1,800)
February 22, 2012
HYUNDAI MOTOR COMPANY
Representative Director: Kim Eok Jo
(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
< Deadline for Delivery of Opinion Notice > March 9, 2012 (※ 5 business days before the date of the AGM)
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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 16, 2012 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 2012
Beneficial Shareholder Name : (Seal) Address : |
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1. Agenda of the Annual General Meeting of Shareholders
Item 1: Approval of financial statements for the 44th business year
(1/1/2011 ~ 12/31/2011)
(1) Balance Sheet (Unit: Million Won)
2011 | 2010 | |
Ⅰ.Current assets | 17,249,883 | 14,730,892 |
1.Cash and cash equivalents | 1,510,820 | 1,772,837 |
2.Short-term financial instruments | 8,547,166 | 6,917,813 |
3.Trade notes and accounts receivable | 4,469,652 | 3,591,029 |
4.Other receivables | 637,723 | 558,834 |
5.Other financial assets | 29,574 | 44,368 |
6.Inventories | 1,832,025 | 1,639,886 |
7.Other assets | 222,923 | 206,125 |
Ⅱ.Non-current assets | 32,986,127 | 29,748,309 |
1.Long-term financial instruments | 210,032 | 1,120,037 |
2.Lont-term trade notes and accounts receivable | 29,013 | 44,585 |
3.Other receivables | 875,654 | 924,471 |
4.Other financial assets | 1,567,355 | 1,534,683 |
5.Property, plant and equipment | 12,524,580 | 11,909,145 |
6.Investment property | 208,905 | 191,872 |
7.Intangibles | 2,074,929 | 2,145,783 |
8.Investments in joint ventures and associates | 15,495,659 | 11,877,733 |
Total assets | 50,236,010 | 44,479,201 |
Ⅰ.Current liabilities | 11,919,397 | 10,710,416 |
1.Trade notes and accounts payable | 3,947,963 | 3,428,786 |
2.Other payables | 2,034,199 | 1,865,122 |
3.Short-term borrowings | 2,632,334 | 2,012,159 |
4.Current portion of long-term debt & debentures | 401,960 | 651,439 |
5.Income tax payables | 757,295 | 621,079 |
6.Provisions | 1,226,774 | 1,137,726 |
7.Other financial liabilities | 29,483 | 78,788 |
8.Other liabilities | 889,389 | 915,317 |
Ⅱ.Non-current liabilities | 5,794,979 | 5,336,451 |
1.Debentures | 897,193 | 996,841 |
2.Lont-term debt | 13,904 | 15,864 |
3.Defined benefit obligations | 459,161 | 348,294 |
4.Provisions | 4,320,837 | 3,827,105 |
5.Other financial liabilities | 10,981 | 9,641 |
6.Other liabilities | 43,808 | 29,846 |
7.Deferred tax liabilities | 49,095 | 108,860 |
Total liabilities | 17,714,376 | 16,046,867 |
1.Capital stock | 1,488,993 | 1,488,993 |
2.Capital surplus | 3,964,962 | 3,770,003 |
3.Other capital items | (1,128,779) | (918,214) |
4.Accumulated other comprehensive income | 758,981 | 853,446 |
5.Retained earnings | 27,437,477 | 23,238,106 |
Total shareholders' equity | 32,521,634 | 28,432,334 |
Total liabilities & shareholders' equity | 50,236,010 | 44,479,201 |
(2) Statement of Income ((Unit: Million Won) | ||
2011 | 2010 | |
Ⅰ. Sales | 42,774,077 | 36,761,115 |
Ⅱ. Cost of Sales | 31,945,571 | 27,767,820 |
Ⅲ. Gross profit | 10,828,506 | 8,993,295 |
1. Selling and administrative expenses | 6,144,093 | 5,592,972 |
2. Other Operating Income | 569,190 | 631,274 |
3. Other Operating Expense | 476,485 | 540,210 |
Ⅳ. Operating Income | 4,777,118 | 3,491,387 |
1. Gain on investment in JV and associates, net | 186,835 | (2,283) |
2. Finance Income | 1,267,346 | 1,148,740 |
3. Finance Expenses | 362,302 | 447,533 |
Ⅴ. Income before income tax | 5,868,997 | 4,190,311 |
1. Income tax expense | 1,128,111 | 714,073 |
Ⅵ. Profit for the period | 4,740,886 | 3,476,238 |
(3) Statement of Appropriations of Retained Earnings (Unit: Million Won) | ||
2011 | 2010 | |
Ⅰ. Unappropriated retained earnings | 8,015,717 | 8,567,569 |
1.Beginning of year | 3,404,119 | 3,376 |
2.K-IFRS Transition Effect, net | 5,225,795 | |
3.Actuarial loss, net | (129,288) | (137,840) |
4.Net income | 4,740,886 | 3,476,238 |
II. Appropriation of retained earnings | 8,013,116 | 5,163,450 |
1.Legal reserve | 48,011 | 41,223 |
2.Reserve for research development | 3,530,000 | 2,220,000 |
3.Reserve for technology development | 3,955,000 | 2,490,000 |
4.Cash Dividends | 480,105 | 412,227 |
(Details of cash dividends amount and rate ) FY 44th: Common shares KRW 1,750 (35%) Series 1 preferred shares KRW 1,800 (36%) Series 2 preferred shares KRW 1,850 (37%) Series 3 preferred shares KRW 1,800 (36%)
FY 43rd: Common shares KRW 1,500 (30%) Series 1 preferred shares KRW 1,550 (31%) Series 2 preferred shares KRW 1,600 (32%) Series 3 preferred shares KRW 1,550 (31%)
| ||
III.Unappropriated retained earnings, end of year | 2,601 | 3,404,119 |
Item 2: Appointment of Director(s)
*Nominees (4 persons)
Name | Date of birth | Major Career | Transaction with the Company | Relationship with Major Shareholder |
Recommended by | ||||
Kim, Choong-Ho | 1951. Oct. 13 | ·;President of HMC (current) ·;Head of Korea Domestic Business Division (current) | None | None |
BOD1 | ||||
Yoon, Gap-Han | 1958. Aug. 15 | ·;President of HMC Ulsan Plant (current) ·;Vice President of HMC (current) | None | None |
BOD1 | ||||
Kang, Il-Hyung | 1949. Sep. 6 | ·;Of Counsel, Bae, Kim&Lee LLC (current) ·;Head of Daejeon Regional Tax Office (former) | None | Director of an affiliated company |
EDCRC2 | ||||
Yim, Young-Chul | 1957. Apr. 15 | ·;Lawyer, Shin&Kim (current) ·;Director General, Competition Policy Bureau, Fair Trade Commision (former) | None | Director of an affiliated company |
EDCRC2 |
1. Board of Directors
2. External Director Candidate Recommendation Committee
Item 3: Appointment of member(s) of Audit Committee
*Nominees (2 persons)
Name | Date of birth | Major Career | Transaction with the Company | Relationship with Major Shareholder |
Recommended by | ||||
Kang, Il-Hyung | 1949. Sep. 6 | ·;Of Counsel, Bae, Kim&Lee LLC (current) ·;Head of Daejeon Regional Tax Office (former) | None | Director of an affiliated company |
BOD1 | ||||
Yim, Young-Chul | 1957. Apr. 15 | ·;Lawyer, Shin&Kim (current) ·;Director General, Competition Policy Bureau, Fair Trade Commision (former) | None | Director of an affiliated company |
BOD1 |
1. Board of Directors
Item 4: Amendment to the Articles of Incorporation
Article | Before Amendment | After Amendment | Purpose of Amendment |
Responsibility of Directors (Article 28) | (1) The Directors shall be responsible to the Company and any third party for the negligence of their duties, etc. in accordance with the Korean Commercial Code and other laws.
(2) The Directors shall perform their duties in good faith for the Company pursuant to the provisions of relevant laws and these Articles of Incorporation.
(3) The Company shall indemnify the Directors and Auditors from any legal expenses, losses, damages or liabilities borne or paid by them in relation to the service of their duties; provided that such loss, damages or liabilities are not incurred by the breach of the relevant Director's obligation due to its willful misconduct or gross negligence, and that such indemnification by the Company is permitted by law. | (1) The Directors shall be responsible to the Company and any third party for the negligence of their duties, etc. in accordance with the Korean Commercial Code and other laws.
(2) In accordance with the above provision, a monetary responsibility cap for the directors' negligence of their duties is sixfold of (in case of outside directors, threefold of) his or her compensation of one year from the day prior to such event. However, if the director caused damage by intentional or significant malpractice, or if the relevant code does not adopt the monetary responsibility cap, then the company shall not adopt the monetary responsibility cap.
(3) The Directors shall perform their duties in good faith for the Company pursuant to the provisions of relevant laws and these Articles of Incorporation.
(4) The Company shall indemnify the Directors and Auditors from any legal expenses, losses, damages or liabilities borne or paid by them in relation to the service of their duties; provided that such loss, damages or liabilities are not incurred by the breach of the relevant Director's obligation due to its willful misconduct or gross negligence, and that such indemnification by the Company is permitted by law. | Revised Korean Commercial Code (addition of Article 400) |
Board of Directors (Article 29) | (4) A resolution of the Board of Directors shall be adopted by the majority vote of the Directors present at the relevant meeting at which 50% of all Directors of the Company are present. | (4) A resolution of the Board of Directors shall be adopted by the majority vote of the Directors present at the relevant meeting at which 50% of all Directors of the Company are present. However, the company shall follow relevant provisions if the relevant provision states otherwise. | Revised Korean Commercial Code (addition of Article 397-2) |
Issuance of corporate bond (Article 29-5) | (1) The company may issue corporate bond upon the approval of the Board of Directors. (2) The Board of Directors may authorize representative directors to issue corporate bonds within a period of one year after the Board of Directors determines the amount and terms of corporate bonds. | Revised Korean Commercial Code (addition of Article 469) | |
Recommendation committee on Candidate for Outside Directors (Article 31-2) | A half (1/2) or more of the Committee members shall be composed of Outside Directors. The Committee shall recommend candidates for Outside Directors who shall be elected at the General Meeting of Shareholders. | The Majority of the Committee members shall be composed of Outside Directors. The Committee shall recommend candidates for Outside Directors who shall be elected at the General Meeting of Shareholders. | Revised Korean Commercial Code (Revision of Article 542-8) |
Preparation of Financial Statement (Article 35) | The Representative Director shall prepare the following documents, detailed statements incidental thereto and a business report, and submit them to the Ordinary General Meeting of Shareholders after they have been audited by the Audit Committee: 1.Balance sheet; 2.Profit and loss statement; 3.Statement of distribution of earned surplus or statement of disposition of deficit. | The Representative Director shall prepare the following documents, detailed statements incidental thereto and a business report, and submit them to the Ordinary General Meeting of Shareholders after they have been audited by the Audit Committee: 1.Balance sheet; 2.Profit and loss statement; 3. Other documents required by relevant regulation indicating financial position and business performance of the company. | Revised Korean Commercial Code (Revision of Article 447) |
Addendum (2012.3.16) | Article 1. (Effective Date) These Amended Articles of Incorporation shall be effective on and after April 15, 2012. |
Item 5: Approval of Compensation Cap for Directors
Year | Number of BOD | Compensation Cap |
2012 | 9 persons | 15 billion Korean Won |
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