Hyundai Motor Company 22 February 2006 HYUNDAI MOTOR COMPANY (HMC) Corporate Disclosure to Korea Stock Exchange Disclosure Date : February 22, 2006 Disclosure Title : Notification and Details of the Convocation of General Meeting of Shareholders 1. Date of Shareholder's Meeting : March 10, 2006 10:00 AM 2. Place of Shareholder's Meeting : - 2nd Floor Grand Hall of the Hyundai Motor Company Headquarters, 231 Yangjae-dong, Seocho-ku, Seoul, Korea. 3. Agenda and Key Issues : Reports : Issues to report> Annual report, Independent Audit's report. Agenda : Item 1: Approval of financial statements for the 38th business year (1/1/200512/31/2005) 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 38th business year (1/1/200512/31/2005) (1) BALANCE SHEET (unit : KRW 100 million) 2005 2004 Current Assets 90,034 89,186 1) Quick Assets 79,953 76,515 2) Inventories 10,081 12,671 Assets Non-current Assets 175,578 155,019 1) Investment assets 76,919 69,463 2) Tangible assets 89,455 87,334 3) Intangible assets 9,204 6,565 Total Assets 265,612 244,205 Liabilities Current Liabilities 76,166 67,080 Liabilities Non-current Liabilities 39,917 46,277 and Total Liabilities 116,083 113,357 Shareholders' Capital Stock 14,829 14,807 Shareholders' Capital Surplus 53,916 53,596 Equity Retained Earnings 88,884 63,832 Equity Capital Adjustments -8,100 -1,387 Total Shareholder's Equity 149,529 130,848 Total Liabilities and Shareholder's Equity 265,612 244,205 (2) STATEMENT OF INCOME (unit : KRW 100 million) 2005 2004 I . Sales 273,837 274,724 II . Cost of Sales 221,857 207,980 III . Gross Profit 51,980 66,744 IV . Selling & Administrative Expenses 38,139 46,930 V . Operating Income 13,841 19,814 VI . Non-operating Income 25,541 17,982 VII . Non-operating Expenses 11,992 12,793 VIII . Ordinary Income 27,390 25,003 IX . Extraordinary Gains - - X . Extraordinary Losses - - XI . Income before Income Tax Expenses 27,390 25,003 XII . Income Tax Expenses 4,244 7,549 XIII . Net Income 23,146 17,454 (3) STATEMENT OF APPROPRIATIONS OF RETAINED EARNINGS (unit : KRW 100 million) 2005 2004 Remark *Dividends per share (%) of the 38th Business year : I. Unappropriated - Common shares : Retained Earnings KRW 1,250(25%) - Series 1 Preferred shares : KRW 1,300(26%) 1. Unappropriated Retained Earnings carried - Series 2 Preferred over from prior period -1,841 -1,534 shares : KRW 1,350(27%) 2. Change in retained - Series 3 Preferred earnings for the year 5,173 -923 shares : KRW 1,300(26%) 3. Net Income for the year 23,146 17,454 Total 26,478 16,838 *Dividends per share (%) of the 37th Business year : II. Appropriation of Retained Earnings - Common shares : 1. Legal Reserve 345 330 KRW 1,150(23%) - Series 1 Preferred 2. Reserve for 10,000 5,900 shares : Research Development KRW 1,200(24%) 3. Reserve for 12,700 7,340 - Series 2 Preferred Technology Development shares : KRW 1,250(25%) 4. Dividends 3,423 3,268 - Series 3 Preferred shares : Total 26,468 16,838 KRW 1,200(24%) III.Unappropriated 10 -1,841 Retained Earnings carried over to subsequent year Item 2: Amendment of the Articles of Incorporation Article Reason for Amendment Current Revised 10) To wholesale 10) ------------and to manufacture and sell vehicle parts automobile supplies (13) To engage in the (13) ------------, recycling business etc.) automobile management and related franchise business Article 2 Addition of new business business (sale or purchase (Business purposes of used car, auto scrap Purpose) business). (23) To engage in electronic (23) ---------- and mail order business. commerce and internet related businesses. --------- provided that, ----------------------- the Company may grant the --------------------------- stock options by a (Grant to a BOD member of the Company resolution of the Board of can be made only according to the Article 7 Director, to the extent not resolution of the General Meeting of Section 3 Reflect revisions in the exceeding one percent (1%) of Shareholders) (Stock Securities Exchange Act the total number of issued option) shares. Clause 1 Article 22 The Company shall have seven (7) (Number and to eleven (11) Directors who shall ---------------------- three (3) to Method of be elected at the General Meeting eleven(11) -------- Election of of Shareholders Directors) Clause 1 A resolution of the Board of Directors ------------------------------- shall be adopted by the majority vote ------------------------------ Text Provision of the Directors present at the relevant (To reflect the text meeting at which 50% of all Directors of Article 29. from the commercial of the Company are present. In the case (Board of code) of a tie, the Chairman shall decide the Directors) issue concerned. * Proviso Clause is Rescinded Clause 4 This Amendment of the Articles of Incorporation shall be effective Addendum Newly Established on and after the shareholders' Article 1 resolution in the Annual General (Effective Meeting of Shareholders for the Date) 38th Fiscal Year. Item 3: Appointment of Director(s) 1) Nominees (1 persons): Name Date of birth Major Career Transactions with Relationship Company with Major Recommended by Shareholder Yeo-Chul YOUN 52-06-23 - Head of Labor Possession of 10,000 n/a Management Support stock option common shares - Plant Manager & President HMC BOD Ulsan Plant (current) Item 4: Appointment of member(s) of Audit Committee 1) Member whose term is expired (1 person): Byung-Il Park 2) Nominee (2 persons): Name Date of birth Major Career Transactions with Relationship Company with Major Recommended by Shareholder Byung-Il PARK 38-10-15 -Director of Ma-Po -possession of n/a 4,000 (Outside Director) District Tax Office common -Chief of shares Investigation Div.II, -possession of Seoul Regional Tax 2,000 Office Stock option common -Advisor to Yeollin shares Outside Director Tax LLC (current) Nominee Recommendation Committee Hak-kuk CHO 49-05-17 -Secretary to the n/a n/a President for Outside Director Economic Policy Nominee Recommendation -Vice Chairman of Fair Trade Committee Commision -Senior Advisor to Lee & Ko (current) Item 4: Approval of the limit of directors' remuneration Year Number of Directors Limit of remuneration (Number of outside Directors) 2005 7 members(4 members) 7 billion Korean Won 2006 7 members(4 members) 10 billion Korean Won This information is provided by RNS The company news service from the London Stock Exchange