Last checked at 3 Mar 2023 07:22
[English Translation]
The Convening Notice of 55th Annual General Meeting
The Annual General Meeting of Shareholders("AGM") of Hyundai Motor Company (the "Company") will be held pursuant to Article 365 of the Korean Commercial Act and Article 14 of the Articles of Incorporation of the Company.
1. Date : March 23, 2023 (Thursday) 09:00 AM
2. Place : Grand Hall, 2nd Floor of West Building, Head office of Hyundai Motor Company
12 Heolleung-ro, Seocho-gu, Seoul, Korea (T : 82-2-3464-1114)
3. Purposes of the Meeting
Independent Auditor's Report, Business Report, Operational Status of Internal Accounting Control System Report, Sustainability Management Committee Report
1 : Approval of the Financial Statements for the 55th Fiscal Year
(1/1/2022 ~ 12/31/2022)
2 : Approval of Partial Amendments of Articles of Incorporation
3 : Appointment of Director(s)
3-1 : Appointment of Outside Directors
3-2 : Appointment of Internal Directors
4 : Appointment of Audit Committee Member(s)
5 : Approval of Ceiling Amount of Compensation for Directors
4. Matters regarding the Exercise of Voting Rights
- In-person : An identification
- Proxy : A power of attorney (with information of the relevant shareholder and the person with the power of attorney filled in, and duly executed and sealed), and an identification of the agent.
5. Matters regarding the Exercise of Voting Rights by Electronic Means
In accordance with Article 368-4 of Korean Commercial Act, the Company has determined to allow the exercise of shareholders' voting rights by electronic means, and the overall management of electronic voting system will be consigned to Korea Securities Depository. Shareholders may exercise their voting rights through electronic means, without physical attendance, by referring to the following methods.
- Electronic Voting Website : https://evote.ksd.or.kr / Mobile : https://evote.ksd.or.kr/m
- Voting Period : March 13, 2023 to March 22, 2023
* You may access the voting website 24 hours a day (from 9 AM for the first day until 5 PM of the last day)
- If amendment motion on agendas presented at the AGM is submitted, electronic votes will automatically be abstained.
6. Notice regarding COVID-19
- To prevent from spreading of COVID-19, the Company kindly ask shareholders who have any symptom of COVID-19 such as fever and cough to refrain from participating in the meeting.
- According to guideline of Korea Disease Control and Prevention Agency, it is highly recommended to put mask on in the meeting.
7. Other matters
In accordance with Article 542-4 of Korean Commercial Act, the reference for our business overview and agendas of AGM are located at the head office of the company, Financial Service Commission, Korea Exchange and the office of Hanabank agency services for securities.
※Please note that all the date and time mentioned above is based on Korea standard time.
March 3, 2023
Hyundai Motor Company
Representative Director, Jaehoon Chang
(Seal omitted)
Item 1: Approval of the Financial Statements for the 55th Fiscal Year
* Please refer to the financial statements for the 55th fiscal year, including auditor's opinion from the designated independent auditor, which is planned to be disclosed on March 8th, 2023 in KRX and on March 9th, 2023 on the Company's website.
Item 2: Approval of Partial Amendments of the Articles of Incorporation
Agenda | Current Provision | Post-amended Provision | Purpose of Amendment | |
Amendment and addition to business purpose of the Company | Article 2 (Business Purpose) (11) To lease real estate (32) To operate all related business with the above purpose | Article 2 (Business Purpose) (11) To lease and develop real estate (32) To work as a financial instrument distribution agent or broker (33) To operate all related business with the above purpose | To purse new business | |
Implementation of the Electronic Securities System | Article 13 (Closing of the Register of Shareholders) (1) The Company shall not change any record in the register of shareholders with respect to shareholders' rights from January 1 to January 15 of each year. (2) The Company shall deem the shareholders whose names appear in the register of shareholders as of December 31 of each year as the shareholders who are entitled to exercise rights at the ordinary general meeting of the shareholders convened in respect of the last fiscal year. (3) When an Extraordinary General Meeting of Shareholders is convened and where otherwise deemed necessary, the Company may make the suspension referred to in the foregoing Paragraph for a specified period of time upon resolution of the Board of Directors. | Article 13 (Record Date)
(1) - Deleted -
(2) Same as Article 13(2) on the left column
(3) When an Extraordinary General Meeting of Shareholders is convened and where otherwise deemed necessary, the shareholders listed in the register of shareholders on the date set by resolution of the Board of Directors shall be the shareholders who are entitled to exercise the right. | To reflect revision made in relevant law | |
Improvement of Governance | Article 17 (Quorum and Method of Resolution) (4) A resolution for the following matters shall be adopted by an affirmative vote of two-thirds (2/3) of the voting shares of the Company present at the General Meeting of Shareholders and one-half (1/2) of the total number of the issued and outstanding shares of the Company : 1. Dismissal of a Director; and 2. Dissolution of the Company | Article 17 (Quorum and Method of Resolution)
(4) - Deleted as of March 23, 2023 - | To delete articles related to the protection of management rights | |
Increasing the number of Directors | Article 22 (Number and Method of Election of Directors) (1) The Company shall have three (3) to eleven (11) Directors who shall be elected at the General Meeting of Shareholders; provided, however, more than half (1/2) of the total number of the Directors shall be comprised of Outside Directors who shall be recommended by the Recommendation Committee on Candidates for Outside Directors. | Article 22 (Number and Method of Election of Directors) (1) The Company shall have three (3) to thirteen (13) Directors who shall be elected at the General Meeting of Shareholders; provided, however, more than half (1/2) of the total number of the Directors shall be comprised of Outside Directors who shall be recommended by the Recommendation Committee on Candidates for Outside Directors. | To increase the number of Directors in order to enhance diversity and expertise of the Board | |
Amendment to Severance allowance policy for Directors | Article 27 (Remuneration for Directors) (2) Severance allowance for Directors shall be paid in accordance with the Regulation on Personnel Administration of Management Officers. | Article 27 (Remuneration for Directors) (2) Severance allowance for Directors shall be paid in accordance with the Regulation on the Executive's Severance Allowance. | To reflect amendment of relevant internal policies (including a policy approval) | |
Implementation of improved Dividend Procedure | Article 37 (Payment of Dividends) (1) Dividends shall be paid in either cash or shares. (2) Dividends mentioned in (1) may be paid to the shareholders and the registered pledges recorded in the Company's Register of Shareholders as of the last day of each period for the settlement of accounts ; provided, however, that dividends may be paid in cash to the shareholders who hold the shares at the end of March, June or September from the commencement of the fiscal year by a resolution of the Board of Directors. | Article 37 (Payment of Dividends) (1) Same (2) The Company may, by resolution of the Board of Directors, decide the record date for determining the shareholders who is eligible for dividends referred to in Paragraph (1), and when the Company does so, it shall make announcement two weeks before the record date. (3) The Company shall pay dividends to the shareholders who hold the shares at the end of March, June or September from the commencement of the fiscal year by a resolution of the Board of Directors. | To reflect improvement in dividend payment procedure | |
Addenda | Addendum (2023.3.23) Article 1 (Effective Date) The amended Articles of Incorporation shall become effective on the resolution date of the ordinary general meeting of the shareholders for the 55th fiscal year. | - |
Item 3: Appointment of Director(s)
l Item 3-1 : Appointment of Outside Directors
*Nominees (2 persons)
Name | Date of birth | Term | Newly Elected/ Re-Elected | Major Career | Other corporation as directors (position) |
Seung-Hwa Chang | June, 1963 | 3 years | Newly Elected | [Current] · Professor at Seoul National University School of Law / Graduate School of Law · Arbitrator of the International Court of Arbitration (ICC) [Former] · Chairman of Trade Commission, Ministry of Trade, Industry and Energy | Outside Director for LG, Outside director for POSCO Holdings (term is scheduled to end March 16th, 2023) |
Yoon-Hee Choi | April, 1964 | 3 years | Newly Elected | [Current] · Professor at Konkuk University Graduate School of Law [Former] · Member of the National Election Commission · Judge of the National Labor Relations Commission (NLRC) | Outside Director for HANJIN KAL |
l Item 3-2 : Appointment of Internal Directors
*Nominees (2 persons)
Name | Date of birth | Term | Newly Elected/ Re-Elected | Major Career |
Jose Munoz | June, 1965 | 3 years | Newly Elected | [Current] · Global COO(Chief Operating Officer), HMC and President and CEO, Hyundai and Genesis Motor North America [Former] · Chief Performance Officer and Chairman China, Nissan · Chief Performance Officer and Chairman North America, Nissan · Executive Vice President (EVP), Chairman of Management Committee, North America, Nissan |
Gang Hyun Seo | January, 1968 | 3 years | Re-Elected | [Current] · EVP, Finance & Accounting Division of HMC and Business Strategy Planning Division of HMC [Former] · Senior Vice President, Finance & Accounting Division of Hyundai Steel · Direct and Vice President, Accounting Management Group of HMC · Director, Business Management Group of HMC |
Item 4: Appointment of Audit Committee Member(s)
*Nominee (1 person)
Name | Date of birth | Term | Newly Elected/ Re-Elected | Outside Director | Major Career |
Seung-Hwa Chang | June, 1963 | 3 years | Newly Elected | Outside Director to be an Audit Committee Member | [Current] · Professor at Seoul National University School of Law / Graduate School of Law · Arbitrator of the International Court of Arbitration (ICC) [Former] · Chairman of Trade Commission, Ministry of Trade, Industry and Energy |
Item 5: Approval of Ceiling Amount of Compensation for Directors
Year | Number of BOD | Ceiling Amount |
2023 | 13 persons | 20.0 billion Korean Won |