23rd Feb 2010 12:27
HYUNDAI MOTOR COMPANY (HMC)
Corporate Disclosure to Korea Exchange
Disclosure Date : February 22, 2010
Disclosure Title : Convening Notice for the Annual General Meeting of Shareholders for the 42nd 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.
1 Date : 9:00 a.m., March 12, 2010 (Friday)
2 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 822-3464-1114)
3 Purposes of the Meeting
Annual Report, Independent Auditor's Report
< Agenda >
Item 1: Approval of financial statements for the 42nd business year (1/1/2009 ~ 12/31/2009)
Item 2: Appointment of director(s)
Item 3: Appointment of member(s) of Audit Committee
Item 4: Approval of directors' compensation cap
4 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.
※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.
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5. Other matters
For the 42nd fiscal year, the Company expects to pay a cash dividend of 23% of face value for per share of common stock. (Series 1 Preferred Stock: 24%; Series 2 Preferred Stock: 25%; Series 3 Preferred Stock: 24%)
February 22, 2010
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
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
□ 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 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 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:
'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, 150-984, Seoul, Korea
Fax: (02) 3774-3244, 3774-3245
March 5, 2010 (※ 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 12, 2010 and any resumptive or continuous meeting thereto as follows:
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Beneficial Shareholder No. |
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Expression of Intention |
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Resident Registration No. |
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In Person |
By Proxy |
Non-Exercise |
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Number of Voting Rights |
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[ ] days of [ ] month of year 2010
Beneficial Shareholder Name : (Seal) Address : |
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Item 1: Approval of financial statements for the 41st business year (1/1/2008 ~ 12/31/2008)
(1) Balance Sheet (Unit: Million Won)
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2009 |
2008 |
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Ⅰ.Current assets |
11,792,456 |
10,301,034 |
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1.Quick Assets |
10,407,958 |
8,492,004 |
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2. Inventories |
1,384,498 |
1,809,030 |
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Ⅱ.Non-current assets |
23,653,678 |
21,866,695 |
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1.Investments |
11,624,304 |
10,076,837 |
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2.Tangibles |
9,726,299 |
9,753,801 |
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3.Intangibles |
1,840,055 |
1,605,862 |
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4.Other Non-current Assets |
463,021 |
430,194 |
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Total assets |
35,446,135 |
32,167,729 |
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Ⅰ.Current liabilities |
8,923,674 |
7,915,089 |
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Ⅱ.Non-current liabilities |
4,493,438 |
4,600,349 |
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Total liabilities |
13,417,112 |
12,515,438 |
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Ⅰ. Capital stock |
1,488,993 |
1,488,993 |
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Ⅱ. Capital stock surplus |
5,806,189 |
5,851,775 |
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∙ Paid-in capital in excess of par value |
3,321,334 |
3,321,334 |
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∙ Asset revaluation surplus |
1,852,871 |
1,852,871 |
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∙ Other |
631,985 |
677,571 |
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Ⅲ. Capital adjustments |
(743,909) |
(719,685) |
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Ⅳ. Accum. other comprehensive income |
486,638 |
612,153 |
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Ⅴ.. Retained earnings |
14,991,112 |
12,419,054 |
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Total shareholders' equity |
22,029,023 |
19,652,291 |
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(2) Statement of Income (Unit: Million Won) |
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2009 |
2008 |
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1. Sales |
31,859,327 |
32,189,786 |
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2. Cost of sales |
24,884,768 |
25,058,647 |
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3. Gross profit |
6,974,559 |
7,131,139 |
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4. Selling and administrative expenses |
4,739,596 |
5,253,921 |
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5. Operating income |
2,234,962 |
1,877,218 |
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6. Other income |
2,567,705 |
1,509,764 |
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7. Other expenses |
1,021,355 |
1,591,970 |
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8. Income before income tax |
3,781,312 |
1,795,012 |
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9. Income tax expense |
819,803 |
347,108 |
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10. Net income |
2,961,509 |
1,447,904 |
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(3) Statement of Appropriations of Retained Earnings (Unit: Million Won) |
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2009 |
2008 |
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Ⅰ. Unappropriated retained earnings |
2,812,294 |
1,253,837 |
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1. Beginning of year |
4,522 |
43,220 |
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2.Change in retained earnings using the equity method |
(153,737) |
(237,287) |
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3.Cumulative effects of accounting changes |
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- |
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4.Net income |
2,961,509 |
1,447,904 |
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II. Appropriation of retained earnings |
2,808,219 |
1,249,315 |
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1.Legal reserve |
31,720 |
23,600 |
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2.Reserve for technology development |
1,300,000 |
440,000 |
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3.Reserve for research development |
1,160,000 |
550,000 |
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4.Cash Dividends |
317,199 |
235,715 |
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(Details of cash dividends amount and rate ) 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%)
FY 41st : Common shares KRW 850 (17%) Series 1 preferred shares KRW 900 (18%) Series 2 preferred shares KRW 950 (19%) Series 3 preferred shares KRW 900 (18%)
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III.Unappropriated retained earnings, end of year |
3,375 |
4,522 |
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Item 2: Appointment of Director(s)
1) Nominees (4)
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Name |
Date of birth |
Major Career |
Transactions with Company |
Relationship with Major Shareholder |
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Recommended by |
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Chung Eui-sun |
1970-10-18 |
HMC Vice Chairman |
None |
Senior Management |
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BOD1 |
KIA President |
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Yang Seung-suk |
1953-10-25 |
HMC President |
None |
Senior Mgt. of Affiliated Company |
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BOD |
Hyundai Steel CEO |
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Nam Sung-il |
1954-04-18 |
Sogang Univ. Prof |
Advisor to Ethics Committee ('07~ present) |
None |
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EDCRC2 |
KLEA3 Chairman |
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Im Young-rok |
1955-03-30 |
MOFE4 Vice Minister |
None |
None |
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EDCRC |
MOFE Director of Policy Promotion Management |
1. Board of Directors
2. External Director Candidate Recommendation Committee
3. Korean Labor Economic Association
4. Ministry of Finance and Economy
Item 3: Appointment of member(s) of Audit Committee
1) Nominee (1)
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Name |
Date of Birth |
Major Career |
Transactions with Company |
Relationship with Major Shareholder |
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Recommended by |
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Nam Sung-il |
1954-04-18 |
Sogang Univ. Professor |
Advisor to Ethics Committee |
None |
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EDCRC |
KLEA Chairman |
Item 4: Approval of Compensation Cap for Directors
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Year |
Number of BOD (Number of outside directors) |
Compensation Cap |
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2009 |
9 persons (5) |
10 billion Korean Won |
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2010 |
9 persons (5) |
15 billion Korean Won |
Related Shares:
Hyundai Mtr.gdr