Hyundai M.gds O Regulatory News (HYUO)

15 Feb 2007 11:32

Hyundai Motor Company15 February 2007 HYUNDAI MOTOR COMPANY (HMC) Corporate Disclosure to Korea Stock Exchange Disclosure Date : February 15, 2007 Disclosure Title : Notification and Details of the Convocation of GeneralMeeting of Shareholders 1. Date of Shareholder's Meeting : March 09, 2007 10:00 AM 2. Place of Shareholder's Meeting : - 2nd Floor Grand Hall of the Hyundai Motor Company Headquarters, 231Yangjae-dong, Seocho-ku, Seoul, Korea. 3. Agenda and Key Issues : Reports : Issues to report> Annual report, Independent Audit's report, Appointment of External Auditor Agenda : Item 1: Approval of financial statements for the 39th business year(1/1/200612/31/2006) Item 2: Amendment of the Articles of Incorporation. Item 3: Appointment of director(s) Item 4: Appointment of member(s) of Audit Committee Item 5: Approval of the limit of directors' remuneration --------------------------------------------------------------------------- Item 1: Approval of financial statements for the 39th business year (1/1/200612/31/2006)(1) BALANCE SHEET (unit : KRW 100 million) 2006 2005 Assets Current Assets 80,430 90,034 1) Quick Assets 68,234 79,953 2) Inventories 12,196 10,081 Non-current Assets 183,870 176,580 1) Investment assets 78,029 77,920 2) Tangible assets 94,655 89,456 3) Intangible assets 11,186 9,204 Total Assets 264,300 266,613 Liabilities Liabilities Current 63,337 76,166 Liabilities and Non-current 40,454 39,917 Liabilities Shareholders' Total Liabilities 103,791 116,084 Shareholders' Capital Stock 14,849 14,829 Equity Capital Surplus 54,090 53,916 Equity Retained Earnings 100,905 89,245 Capital Adjustments -9,336 -7,461 Total Shareholder's Equity 160,508 150,530 Total Liabilities and Shareholder's Equity 264,300 266,613 (2) STATEMENT OF INCOME (unit : KRW 100 million) 2006 2005 I Sales 273,354 273,837 II Cost of Sales 224,086 221,857 III . Gross Profit 49,268 51,980 IV Selling & Administrative Expenses 36,923 38,139 V Operating Income 12,344 13,841 VI Non-operating Income 18,589 25,541 VII . Non-operating Expenses 12,075 11,992 VIII . Ordinary Income 18,859 27,391 IX Extraordinary Gains - - X Extraordinary Losses - - XI Income before Income Tax Expenses 18,859 27,391 XII . Income Tax Expenses 3,598 3,903 XIII . Net Income 15,261 23,487 (3) STATEMENT OF APPROPRIATIONS OF RETAINED EARNINGS (unit : KRW 100 million) 2006 2005 RemarkI. Unappropriated Retained Earnings *Dividends per share (%) of the 39th Business year :1.Unappropriated 372 -1,841 - Common shares : RetainedEarnings carried over KRW 1,000(20%) from prior period - Series 1 2.Cumulative effect from change of Preferred shares :accounting policy of deferred incometax - 21 KRW 1,050(21%) 3.Beginning balance adjustment in - Series 2accrued Preferred shares :warranties KRW 1,100(22%) 4.Change in investment securitiesusing the equity method - 4,904 - Series 3 Preferred shares : 5.Net Income for KRW 1,050(21%) the year -178 269 *Dividends per share (%) of the 38th Business year : 15,261 23,487 - Common shares : Total KRW 1,250(25%) 15,454 26,840 II. Appropriation of RetainedEarnings - Series 11. Legal Reserve 276 345 Preferred shares : KRW 1,300(26%)2. Reserve for Research Development 5,000 10,000 - Series 23. Reserve for TechnologyDevelopment Preferred shares : 7,400 12,700 KRW 1,350(27%) 4. Dividends - Series 3 Preferred shares : 2,754 3,423 KRW 1,300(26%) 15,430 26,468TotalIII. Unappropriated Retained 25 372Earnings (accumulated deficit), endof year Item 2: Amendment of the Articles of Incorporation13 (1) Curtailment of the (1) The Company shall suspend (1) Closing of closing entry of any -------------------------------------------------------the period to enhance alterations regarding rights in Register of shareholders' the Register of ----------------------------------------------------------- Shareholders rights Shareholders from January 1 to ----------------------- to January 15 of each year. January 31 of each year. 31.4 Setting forth a Newly Established The Company may set up a Committee outside the Boardof Committees ground Directors which may consists of Director(s), management outside that can set up personnel, and/or outsiders, to the extent necessary,to the Board of and run carry out a specific corporate action . Directors a comittee outside the Board of Directors Item 3: Appointment of Director(s) 1) Nominees (3 persons): Name Date of birth Major Career Transactions Relationship with Company with Recommended by Major Shareholder Dong Jin Kim 1950-04-12 Present) Vice Chairman of Hyundai Motor n/a Management of Company Affiliate BOD Former) Chairman of Korea Automobile Manufacturing Association. Jae Kook Choi 1948-02-18 Present) President, Head of Planning / n/a n/a Domestic Sales / International Business BOD Division Sun Lee 1950-05-14 Present) Professor, College of Law , n/a n/a Soongsil University Outside Director Former) An administrative official, Nominee Economic Planning Board Recommendation Committee Item 4: Appointment of member(s) of Audit Committee 1)Nominees (3 persons): Name Date of Birth Major Career Transactions Relationship with Company With Major Recommended by Shareholder IL Hyung Kang 1949-09-06 Former) Assistant commissioner, n/a n/a Investigation bureau 3 Seoul Regional Tax Office Outside Director Nominee Recommendation Committee Director, Daejeon Regional Tax Office Young Choel Yim 1957-04-15 Present) Lawyer, SHIN & KIM n/a n/a Outside Director Former) Director, Nominee Recommendation Litigation bureau of Committee Fair Trade Commision Dong Gee Kim 1934-06-28 Present) Emeritus Professor, n/a n/a Business Administration, Korea University Outside Director Former) President, Nominee Recommendation Korean Academic Society Committee of Business Administration Item 5: Approval of the limit of directors' remuneration Year Number of Directors Limit of remuneration (Number of outside Directors) 2006 7 members(4 members) 10 billion Korean Won 2007 9 members(5 members) 10 billion Korean Won 4. Activity of Independent Director on the BOD Meeting 1) Result of Attendance and Vote Date of Meeing Agenda Outside director's name Kim Dong Gee Kim Kwang Nyun Park Cho Miyamoto (the % (the % Byung Hak Masao attendance : attendance : 100%) 85.7%) Il Kook (the % attendance : (the % (the % 0%) attendance : attendance : 100%) 100%) Pros & ConsThe 1st General Jan. 1. Approval of 2006 Agreement Agreement Agreement n/a AbsenceMeeting of BOD 26, Business Plan and Investment Plan 2006 2. Approval of Convocation of the 38th General Meeting of Shareholders and the Agenda 3. Approval of annual report 4. Approval of Transaction Limit with Major Shareholders and others 5. Approval of Cancellation of Grant of Stock Option (6,650 common shares) 6. Approval of Issuance Limit of Corporate Bonds 7. Approval of overseas direct investment : KRW 24 billion (China Auto Finance company)The 1st Mar. 1.Approval of Agreement Agreement Agreement Agreement n/aExtraordinary 10, appointment ofMeeting of BOD Representative 2006 director (BOD Yeo-Chul Youn) 2.Approval of appointment of managerThe 2nd General May 1.Approval of Agreement Agreement Agreement n/a n/aMeeting of BOD 12, overseas direct investment : Euro 2006 754 million (Hyundai Motor Manufacturing Czech) 2. Approval of Cancellation of Grant of Stock Option (2,127 common shares)The 3rd General Aug. 1. Approval of Agreement Absence Agreement n/a n/aMeeting of BOD 07, diposing 2006 shareholding & participating rights issue (Rotem) 2. Approval of Transaction with Major Shareholders and others (acquiring land from Rotem) 3. Approval of Asset Transaction Contract with Major Shareholders and others 4. Guarantee of Payment to overseas subsidiary: USD 100 million (HMMA)The 2st Oct. 1.Issuance of Agreement Agreement Agreement n/a n/aExtraordinary 20, Corporate BondMeeting of BOD 2006 : KRW 300 billionThe 4th General Oct. 1. Method of grant Agreement Agreement Agreement n/a n/aMeeting of BOD 26, according to the exercise of Stock 2006 Option 2. Guarantee of Payment to overseas subsidiary: USD 200 million (HMFC) 3. Guarantee of Payment to overseas subsidiary : USD 100 million (HMI)The 3rd Dec. 2. Transaction Agreement Agreement Agreement n/a n/aExtraordinary 26, with MajorMeeting of BOD Shareholders and 2006 others (Acquiring shares of Golf club) - Miyamoto Masao, Outside director : resigned as of March 09, 2006 - Cho Hak Kook, Outside director : appointed as of March 10, 2006 resinged as of May 11, 2006 2) Activity of Independent Director in the committee of the BOD Committee Member Details of activity Date of meeting Agenda ResultsOutside Director Kim Kwang Nyun Feb. 16, 2006 1. Recommendation of Approval of originalNominee Recommendation outside director proposalCommittee candiate for the Kim Dong Gee member of Audit CommitteeAudit Committee Kim Kwang Nyun Jan. 26, 2006 1. Report of 2005 Approval of original Business Results proposal Kim Dong Gee 2. Report conducting Park Byung Il internal Audit system May 12, 2006 1. Report of 1Q 2006 Approval of original Business results proposal Aug.07, 2006 1. Report of 1H 2006 Approval of original Business Results proposal 2. Report of evaluating internal Audit system Oct. 26, 2006 1. Report of 3Q 2006 Approval of original Business Results proposal 5. Present condition of outside directors' remuneration (units : KRW 1 Million) # of persons Approval amount Total Payment Average payment remarks from AGM per personOutside Director 4 persons 10,000 307 77 * Miyamoto Masao, Outside director : resigned as of March 09, 2006 * Cho Hak Kook, Outside director : appointed as of March 10, 2006 * Cho Hak Kook, Outside director : resinged as of May 11, 2006 * The Approval amount of AGM above is 7 directors' approval amountof thelimit of directors' remuneration including 3 inside directors. This information is provided by RNS The company news service from the London Stock Exchange