RNS Number : 8358R
Hyundai Motor Company
03 March 2023
 

[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

 

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