REG - Hyundai Motor Co - Convening Notice of Annual General Meeting
03/03/2023 07:30
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RNS Number : 8358R Hyundai Motor Company 03 March 2023
[English Translation]
The Convening Notice of 55(th) 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, 2(nd) 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
Agenda 1 : Approval of the Financial Statements
for the 55(th) 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
(https://evote.ksd.or.kr) / Mobile : https://evote.ksd.or.kr/m
(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 55(th) Fiscal Year
* Please refer to the financial statements for the 55(th) fiscal year,
including auditor's opinion from the designated independent auditor, which is
planned to be disclosed on March 8(th), 2023 in KRX and on March 9(th), 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) Article 2 (Business Purpose) To purse
(11) To lease real estate (11) To lease and develop real estate new business
(32) To operate all related business with (32) To work as a financial instrument distribution agent or broker
the above purpose (33) To operate all related business with the above purpose
Article 13 (Closing of the Register of Article 13 (Record Date) To reflect
Implementation of the Electronic Securities System Shareholders) revision made
(1) The Company shall not change any record in the register of shareholders (1) - Deleted - in relevant law
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.
(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 Company may make the suspension referred
to in the foregoing Paragraph for a specified period of time upon resolution
of the Board of Directors.
(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.
Improvement of Governance Article 17 (Quorum and Method of Article 17 (Quorum and Method of Resolution) To delete
Resolution) articles related to the
(4) A resolution for the following matters shall be adopted by an affirmative protection of
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 management
issued and outstanding shares of the Company :
rights
1. Dismissal of a Director; and
(4) - Deleted as of March 23, 2023 -
2. Dissolution of the Company
Increasing the number of Directors Article 22 (Number and Method of Election of Directors) Article 22 (Number and Method of Election of Directors) To increase the
(1) The Company shall have three (3) to eleven (11) Directors who shall be (1) The Company shall have three (3) to thirteen (13) Directors who shall be number of
elected at the General Meeting of Shareholders; provided, however, more than 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 half (1/2) of the total number of the Directors shall be comprised of Outside Directors
Directors who shall be recommended by the Recommendation Committee on Directors who shall be recommended by the Recommendation Committee on
Candidates for Outside Directors. Candidates for Outside Directors. in order to
enhance
diversity and
expertise of the
Board
Amendment to Severance allowance policy for Directors Article 27 (Remuneration for Directors) Article 27 (Remuneration for Directors) To reflect amendment of relevant internal policies (including a policy
approval)
(2) Severance allowance for Directors shall be paid in accordance with the (2) Severance allowance for Directors shall be paid in accordance with the
Regulation on Personnel Administration of Management Officers. Regulation on the Executive's Severance Allowance.
Implementation of improved Dividend Procedure Article 37 (Payment of Dividends) Article 37 (Payment of Dividends) To reflect improvement in dividend payment
(1) Dividends shall be paid in either cash or shares. (1) Same procedure
(2) Dividends mentioned in (1) may be paid to the shareholders and the (2) The Company may, by resolution of the Board of Directors, decide the
registered pledges recorded in the Company's Register of Shareholders as of record date for determining the shareholders who is eligible for dividends
the last day of each period for the settlement of accounts ; provided, referred to in Paragraph (1), and when the Company does so, it shall make
however, that dividends may be paid in cash to the shareholders who hold the announcement two weeks before the record date.
shares at the end of March, June or September from the commencement of the
fiscal year by a resolution of the Board of Directors. (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.
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
55(th) 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/ Major Career Other corporation as directors (position)
Re-Elected
Seung-Hwa June, 1963 3 years Newly Elected Current Outside Director
Chang · Professor at Seoul National University for LG,
School of Law / Graduate School of Law Outside director
· Arbitrator of the International Court of for POSCO Holdings
Arbitration (ICC) (term is scheduled to end March 16(th), 2023)
Former
· Chairman of Trade Commission,
Ministry of Trade, Industry and Energy
Yoon-Hee April, 1964 3 years Newly Elected Current Outside Director for
Choi · Professor at Konkuk University HANJIN KAL
Graduate School of Law
Former
· Member of the National Election
Commission
· Judge of the National Labor Relations
Commission (NLRC)
l Item 3-2 : Appointment of Internal Directors
*Nominees (2 persons)
Name Date of birth Term Newly Elected/ Major Career
Re-Elected
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 January, 1968 3 years Re-Elected Current
Seo · 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/ Outside Director Major Career
Re-Elected
Seung-Hwa June, 1963 3 years Newly Elected Outside Director Current
Chang to be an · Professor at Seoul National University
Audit Committee School of Law / Graduate School of Law
Member · 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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