Notice of AGM

2008

2007

Ⅰ.Current assets

10,301,034 

8,921,168

1.Quick Assets

8,492,004

7,472,194

2. Inventories

1,809,030

1,448,974

Ⅱ.Non-current assets

21,866,695

20,665,761

1.Investments

10,076,837

9,079,373

2.Tangibles

9,753,801

9,721,065

3.Intangibles

1,605,862

1,381,124

4.Other Non-current Assets

430,194

484,199

Total assets

32,167,729

29,586,929

Ⅰ.Current liabilities

7,915,089

7,055,992

Ⅱ.Non-current liabilities

4,600,349

4,328,307

Total liabilities

12,515,438

11,384,298

Ⅰ. Capital stock

1,488,993

1,486,980

Ⅱ. Capital stock surplus

5,851,775

5,752,059

 ∙ Paid-in capital in excess

of par value

3,321,334

3,307,944

 ∙ Asset revaluation surplus

1,852,871

1,852,871

 ∙ Other

677,571

591,245

Ⅲ. Capital adjustments

(719,685)

(718,855)

Ⅳ. Accum. other comprehensive

income

612,153

198,013

Ⅴ. Retained earnings

12,419,054

11,484,434

Total shareholders' equity

19,652,291

18,202,631

Total liabilities and

shareholders' equity

 (Debt Ratio)

32,167,729

(63.7%) 

29,586,929

(62.5%) 

(2) Statement of Income

(Unit: Million Won) 

2008

2007

1. Sales

32,189,786

30,619,671

2. Cost of sales

25,058,647

24,638,849

3. Gross profit

7,131,139

5,980,822

4. Selling and

 administrative expenses

5,253,921

4,035,299

5. Operating income

1,877,218

1,945,523

6. Other income

1,509,764

1,328,546

7. Other expenses

1,591,970

1,052,041

8. Income before income

 tax

1,795,012

2,222,027

9. Income tax expense

347,108

539,608

10. Net income

1,447,904

1,682,419

(3) Statement of Appropriations of Retained Earnings

(Unit: Million Won)

2008

2007

 Ⅰ. Unappropriated retained

earnings

1,253,837 

1,671,817

1. Beginning of year

43,220

2,475

2.Change in retained

earnings using the equity

method

(237,287)

(51,014)

3.Cumulative effects of

accounting changes 

-

37,937

4.Net income 

1,447,904

1,682,419

 II. Appropriation of

retained earnings

1,249,315

1,628,597

1.Legal reserve

23,600

27,600

2.Reserve for research development

550,000

550,000

3.Reserve for technology

development

440,000

775,000

4.Cash Dividends

235,715

275,997

(Details of cash dividends

 amount and rate )

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%)

FY 40th :

Common shares KRW 1,000 (20%)

Series 1 preferred shares

KRW1,050 (21%)

Series 2 preferred shares

KRW1,100 (22%)

Series 3 preferred shares

KRW1,050 (21%)

III.Unappropriated retained

earnings, end of year

4,522

5,283

Name

Date of birth

Major Career

Transactions  with Company

Relationship with Major Shareholder

Recommended by

Jung Dae Lee

1955-10-27

- CFO of HMC

n/a

Director of an Affiliated Company

BOD

- Vice Chairman of HMC (current)

Seung Suk Yang

1953-10-25

- President & CEO of

Hyundai Steel

n/a

Director of an Affiliated Company

BOD

- President of HMC (current)

Ho Don Kang

1952-11-05

- Vice Chief Manager of

 HMC Ulsan Plant

n/a

n/a

BOD

- Vice President of HMC 

- Chief Manager of HMC 

Ulsan Plant (current)

Il Hyung Kang

1949-09-06

- Director,

Daejeon Regional Tax Office

n/a

Director of an Affiliated Company

Outside Director Nominee Recommendation Committee

- Senior Advisor of 

Bae, Kim&Lee LLC

Young Chul Yim

1957-04-15

- Director,

Litigation bureau of 

Fair Trade Commission

n/a

Director of an 

Affiliate Company

Outside Director Nominee Recommendation Committee

- Lawyer, SHIN & KIM

Name

Date of Birth

Major Career

Transactions with Company

Relationship with Major Shareholder

Recommended by

Il Hyung Kang

1949-09-06

- Director,

Daejeon Regional Tax Office

n/a

Director of an Affiliated Company

BOD

- Senior Advisor of 

Bae, Kim&Lee LLC

Young Chul Yim

1957-04-15

- Director,

Litigation bureau of 

Fair Trade Commission

n/a

Director of an Affiliate Company

BOD

- Lawyer, SHIN & KIM (currnet)

Year

Number of BOD

(Number of Ouside Director)

Limit of remuneration

2008

9 persons (5)

10 billion Korean Won

2009

9 persons (5)

10 billion Korean Won

Article

Before Amendment

After Amendment

Purpose of Amendment

Business Purpose

(Article 2)

(28) Any and all businesses which are incidental to any of the foregoing objectives.

(28) To Engage in tourist business

(28) Any and all businesses which are incidental to any of the foregoing objectives.

Addition of Business Purpose for efficient use of current facilities

Preemptive

Rights

(Article 7)

(2) -omitted-

 1. If the Company offers new shares or causes underwriters to underwrite new shares in accordance with the relevant provisions of the Securities and Exchange Act.

2. If the Company preferentially allocates new shares to members of the Employee Stock Ownership Association in accordance with the relevant provisions of the Securities and Exchange Act.

5. If the Company issues new shares by the exercise of stock option in accordance with the relevant provisions of the Securities and Exchange Act.6. If the Company issue new shares in the manner of the Capital Increase by Public Offering in accordance with the relevant provisions of the Securities and Exchange Act.

(2) -omitted-

 1. If the Company offers new shares or causes underwriters to underwrite new shares in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act.

2. If the Company preferentially allocates new shares to members of the Employee Stock Ownership Association in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act..

5. If the Company issues new shares by the exercise of stock option in accordance with the relevant provisions of the Commercial Code. 6. If the Company issue new shares in the manner of the Capital Increase by Public Offering in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act.

Revision in the governing law by abrogation of the Securities and Exchange Act

Stock Option

(Article 7-3)

(1) The Company may grant the officers and employees of the Company and its affiliates under the Securities and Exchange Act the stock options pursuant to Article 189-4 of the Securities and Exchange Act, by a special resolution of the General Meeting of Shareholders, to the extent not exceeding fifteen percent (15%) of the total number of issued shares; 

(2) -omitted-

1. The largest shareholder of the Company and its Related Party thereof (as defined in Article 10-3, Paragraph (2) of the Enforcement Decree of the Securities and Exchange Act; the same shall apply hereinafter); 2. Major Shareholders of the Company (as defined in Article 188 of the Securities and Exchange Act; the same shall apply hereinafter),

(1) The Company may grant the officers and employees of the Company and its affiliates under the Securities and Exchange Act the stock options by a special resolution of the General Meeting of Shareholders, to the extent not exceeding fifteen percent (15%) of the total number of issued shares; 

(2) -omitted-

1. The largest shareholder of the Company and its Related Party thereof (as defined in Article of the Enforcement Decree of the Commercial Code; the same shall apply hereinafter);  2. Major Shareholders of the Company (as defined in Article of  the Commercial Code; the same shall apply hereinafter), 

Revision in the governing law by abrogation of the Securities and Exchange Act

Public Notice of the Convening of the General Meeting

(Article 15)

(2) Notice of the convening of the General Meeting to the shareholders holding shares less than the number of shares as provided in the Securities and Exchange Act may be deemed to be made by the two or more public notice in two or more daily newspapers.

(2) Notice of the convening of the General Meeting to the shareholders holding shares less than the number of shares as provided in the Commercial Code may be deemed to be made by two or more notices in not less than two daily newspapers, or a report in the electronic disclosure system of the Financial Supervisory Service of the Korea Exchange.

Revision in the governing law

and addition of

the method of public notice of the convening of the General Meeting

Audit Committee

(Article 31-3)

(2) An appointment and/or dismissal of members of the Audit Committee shall be adopted at the General Meeting of Shareholders by means of resolution determined in relevant laws and regulations including the Securities and Exchange Act and the Commercial Code, etc.

(3) Members of the Audit Committee shall be qualified under the relevant laws and regulations including the Securities and Exchange Act and the Commercial code, etc. 

(2) An appointment and/or dismissal of members of the Audit Committee shall be adopted at the General Meeting of Shareholders by means of resolution determined in relevant laws and regulations including the Commercial Code, etc.

(3) Members of the Audit Committee shall be qualified under the relevant laws and regulations including the Commercial code, etc. 

Revision in the governing law by abrogation of the Securities and Exchange Act

Addendum Article 1 

(Effective Date)

Addendum (2009. 3. 13)

These Amended Articles of Incorporation shall be effective on and after the date resolved in the Ordinary General Meeting of Shareholders in respect of the 41th Fiscal Year.

Date of Meeting

Agenda

Name of External Directors (attendance rate)

Kwang Nyun Kim

(100%)

Dong Gee 

Kim

(100%)

Il Hyung 

Kang

(83%)

Young Chul Yim

(83%)

Seon

Lee

(83%)

For & Against

The 1st General Meeting of BOD

January 14 2008

1. Approval of 2007 Financial statements.

2. Approval of 2007 Annual Report

3. Approval of 2008 Business Plan and Investment Plan

4. Approval of Convocation of the 40th

General Meeting of Shareholders and the Agenda

5.Appropriation

Of Transaction Limit with Affiliates and others

6. Approval of Issuance Limit of Corporate Bonds 

7. Approval of Transaction with Company Owned by Major Shareholders and Others

8. Nomination of administrator for Self-Observance of Fair Trade

9. Approval of Cancellation of Grant of Stock Option

For

For

For

For

For

The 1st  Extra

ordinary Meeting of BOD

March 

14 2008

1. Approval of appointment of Representative director

(Director Mong Koo Chung)

2.Approval of appointment of the chairman of BOD

(Director Mong Koo Chung)

3.Approval of appointment of outside director nomination 

committee 

member (BOD Mong Koo Chung / BOD Kwang Nyun Kim)

4. Approval of committee member of Ethics Committee

(Director Kwang Nyun Kim)

5. Approval of

Competitive Transaction of BOD Member (Director Mong Koo Chung)

For

For

For

For

For

The 2nd General Meeting of BOD

April 24 2008

1. Approval of guarantee on overseas subsidiary  

(HMMC:EUR 300 Million, HMFC:USD 200Million)

2. Approval of Transaction with Company Owned by Major Shareholders and Others

3. Approval of Financial Transaction with Financial Affiliates by contract

For

For

For

For

For

The 3rd

General Meeting of BOD

July 24 2008

1. Approval of guarantee on overseas subsidiary : USD 200 million

(HMMA)

2. Approval of Transaction with Company Owned by Major Shareholders and Others

3. Approval of Financial Transaction with Financial Affiliates by contract 

4.Approval of Equity Investment on Affiliate Company (Participate in Rights Offering of HMC Investment Securities - KRW 50 Billion)

For

For

For

For

For

The 4th  

General Meeting of BOD

October 23 2008

1. Approval of guarantee on overseas subsidiary : USD 300 million

(HMMA)

2. Approval of Renewal of Support Agreement of Hyundai Capital

: USD 1 Billion

3. Approval of Transaction with Company Owned by Major Shareholders and Others

4. Approval of Financial Transaction with Financial Affiliates by contract 

5. Approval of Decision on Method of Grant of Exercising 

Stock Option 

For

For

For

For

For

The 2nd  

Extra

ordinary Meeting of BOD

December 17 2008

Issuance of Corporate Bond : KRW 350 Billion

For

For

-

-

-

Committee

Member

Details of activity

Date of meeting

Agenda

Results

Outside Director  Nominee Recommendation  Committee

Kwang Nyun Kim

Dong Gee Kim

Dong Jin Kim

2008

02-14

1. Recommendation and Review of candidate for outside director to be a member of Audit Committee 

Approval of original proposal

Kwang Nyun Kim

Dong Gee Kim

Dong Jin Kim

2008

03-14

1. Appointment of chairperson of outside director nomination committee

Approval of original proposal

Audit Committee

Kwang Nyun Kim

Dong Gee Kim

Il Hyung Kang

Young Chul

Yim

2008

01-24

1. Report of 2007 Financial Results and Annual Report

2. Approval of Convocation of the 40th

General Meeting of Shareholders and the Agenda

3. Report of 2007 evaluation of management of internal Audit 

system 

4. Deliberation and Consent for making a contract with External Auditor on Non Audit Service 

Approval of original proposal

2008

04-24

1. Appointment of Chairperson of Audit Committee

Approval of original proposal

2. Decision on Whether to institute a lawsuit ( Continued on March 6, 2008)

Approval of Not Instituting Lawsuit

2008

07-24

1. Deliberation and Consent for making a contract with External Auditor on Non Audit Service

Approval of original proposal

2008

10-23

-

-

# of 

persons

Approval amount 

from AGM

Total 

Payment 

Average 

payment 

per

person

remarks

Outside Director

5 persons

10,000

240

48

-