I.

Introduction
Hyundai Mobis (short for Mobile and System) is an Auto Parts Company

headquartered in Seoul, South Korea. It was established in 1977 as Hyundai

Precision & Industries Corporation. In 2000, the company changed its name to
Hyundai Mobis. The company forms the 'parts and service' arm for the South
Korean automakers Hyundai Motor Company and Kia Motors. The company
offers chassis, cockpit, and front-end modules; safety products, including airbags;
headlights; anti-lock brake system and electronics stability control products;
steering parts; multimedia systems; UVO systems; injection moulded plastic
parts, such as instrument panels, carriers, and bumpers; and steel wheel rims and
decks. It also supplies after-sales service parts for vehicles. Concentrating its
resources on A/S parts sales, module parts manufacture and parts export, Hyundai
MOBIS has firmly established its position as the leading auto parts specialist
company.
Hyundai Motor Company
It is the Parent Company of Hyundai Mobis. Hyundai branded vehicles are
manufactured by Hyundai Motor Company, which along with Kia comprises the
Hyundai Kia Automotive Group. Headquartered in Seoul, South Korea, Hyundai
operates the world's largest integrated automobile manufacturing facility in
Ulsan, which is capable of producing 1.6 million units annually. The company
employs about 75,000 people around the world. Hyundai vehicles are sold in 193
countries through some 6,000 dealerships and showrooms worldwide. In 2010,
Hyundai sold over 1.7 million vehicles worldwide. Popular models include the
Sonata midsize sedan and Elantra compact.

II. Company Profile

Name

: MOBIS Co., Ltd.

President and CEO

: Chung Myungchul

Establishment

: June 25, 1977 (Enlisted on the Korea Stock Exchange

on September 5, 1989)

Headquarters

: 203 Teheran Road (Yeoksam-dong), Gangnam-gu,

Seoul, Korea

Business Domains
Module Parts Manufacturing MOBIS is a leading company in vehicle
modularization, an approach recognized as revolutionary in the automotive
industry in the 21st century. MOBIS manufactures and supplies the chassis
module, cockpit module and front-end module, the three core modules for
carmakers, through the Just-In-Sequence (JIS) process. From planning to design,
simulation and manufacturing, the advanced module parts at MOBIS are
perfected through collaboration with carmakers from the very initial stage of
development.

Core Parts Manufacturing MOBIS makes ceaseless R&D efforts to develop

eco-friendly and high fuel - efficiency core parts that enhance the driving
performance and convenience of vehicles, while protecting drivers and
pedestrians at the same time. Our specific focus is on converging automotive parts
technology with electronics and IT in step with advanced automobile market
trends. On top of our eco-friendly technologies, which have been backed up by
our supply of motors and battery systems for hybrid cars, we are continuing to
expand our market power with consistent R&D investments in automotive parts
for advanced eco-friendly vehicles.

After Sales Parts MOBIS supplies after sales parts to Hyundai and Kia Motors
worldwide. In order to ensure timely delivery of parts, MOBIS has built a cuttingedge logistics system and extensive distribution infrastructure that manages 2
million auto parts in stock for 194 types of automobiles, providing these service
parts at a moments notice and ensuring the highest level of customer satisfaction.

III. Board of directors

BOD Composition
Name

as of Apr. 30, 2014

Position

Responsibility/Additional Job

Inside directors
Chung Mongkoo

Chairman

Chief executive officer

Chung Myungchul

President

Chief executive officer

Chung Euisun

Vice Chairman

Director

Choi Byungchul

Vice President

Director

Outside directors
Lee Taewoon

Director

Senior Partner, The One Law Firm

Park Chanwook

Director

CEO, P&B Tax Affairs Consulting

Lee Byungjoo

Director

Advisor, Bae, Kim & Lee LLC

Lee Wooil

Director

Professor, Department of Mechanical

and Aerospace Engineering, Seoul
National University

Kim Kichan

Director

Professor, Business School, The

Catholic University of Korea

IV. Articles of Incorporation

General Provisions
Article 1 Trade Name
The name of the Company is, in Korean, "Hyundai Jadongcha Chusik
Hoesa" and in English, "Hyundai Motor Company" (for short, "HMC")
(hereinafter referred to as the "Company")
Article 2 Business Purpose
1) To manufacture and sell all kinds of vehicles and component parts thereof
2) To manufacture and sell general machines and component parts thereof
3) To manufacture and sell castings and forgings (excluding fuel-consuming
equipment)
4) To repair all kinds of vehicles
5) To engage in the issuing of offer sheets
6) To engage in the import and export business
7) To manage an agency for automobile inspection
8) To manage the Hyundai Professional Football Club
9) To engage in the stevedore business
10) To wholesale vehicle parts and to manufacture and sell automobile supplies
11) To lease real estate
12) To install and operate training facility of the youth
13) To engage in the automobile management business (sale or purchase of
used car, auto scrap business, recycling business etc.) and related franchise
business
14) To manage an agency for automobile registration
15) To service all kinds of vehicles and heavy machinery (including motorremarking and motor-servicing)
16) To sell service tools related with vehicles
17) To sell petroleum, petroleum related and petroleum based products thereof
18) To manage a parking lot
19) To sell car washing machine and to manage businesses incidental to car
washing
20) To set up gas facilities
21) To manufacture and sell special purpose vehicles and component parts
thereof
22) To manufacture and sell machines and their parts
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23) To engage in electronic commerce and internet related businesses and mail
order business
24) To operate education business and lifelong education facilities
25) To engage in all kinds of additional telecommunication business and
special category telecommunication business including information
provision business for vehicle, and sale and lease business of equipment
relating thereto; and
26) To engage in tourist business.
27) To engage in development and sales of resources in overseas.
28) To manufacture iron and steel products
Article 3 Location
The Company shall have its principal office in Seoul and, when deemed
necessary for business purposes, may establish factories, branch offices or subbranch offices at such places at home or abroad by a resolution of the Board of
Directors
Article 4 Method of Public Notice
Public notice by the Company shall be given by publication in "The Korea
Economic Daily," a daily newspaper of general circulation published in Seoul.

Shares
Article 5 Total Number of Shares to be Issued and Face Value per Share
The total number of shares that may be issued by the Company shall be
600,000,000 shares, and the face value of shares issued shall be 5,000 Won per
share.
Article 6 Classes of Shares and Share Certificates
All shares to be issued by the Company shall be common shares or
preferred shares, each in registered form, and share certificates shall be issued in
eight (8) denominations of one (1), five (5), ten (10), fifty (50), one hundred
(100), five hundred (500), one thousand (1,000) and ten thousand shares (10,000).
Article 6.2 Number and Characteristics of Preferred Shares
1) The number of preferred non-voting shares that may be issued by the
Company shall be 150 Million.

2) With respect to preferred non-voting shares, the dividend ratio for

preferred shares shall be determined by the Board of Directors at the time
of issuance on the basis of par value; provided, that the minimum dividend
ratio for preferred shares shall be two (2) percent. However, with respect
to the new shares allotted to holders of preferred shares in the merged
company due to the merger of company, the minimum dividend ratio for
preferred shares may be one (1) percent.
3) In addition to preferential dividend in accordance with Paragraph (2)
above, the additional dividend on preferred shares shall be declared by
participating in distribution of dividend at same ratio of dividend on
common shares, at the time of distribution of dividend on common shares
Article 6.3 Number and Characteristics of Convertible Preferred Shares
1) The Company may issue the preferred shares set forth in Article 6-2,
Paragraph (1) in type of the convertible preferred shares, and total number
of the issued shares shall be 25 Million shares.
2) One (1) convertible preferred share shall be converted into one-half (0.5)
share upon the request of the shareholder.
The period during which the conversion may be requested shall be
determined by the Board of Directors at the time of issuance within seven (7)
years from the issuing date of the convertible preferred shares. Article 7-2 shall
apply mutatis mutandis as to the distribution of dividends or interest for shares
issued upon the conversion.
Article 7 Pre-emptive Rights
A. The Company's shareholders shall have pre-emptive rights to subscribe to
new shares in proportion to their respective shareholding ratios. However,
if any shares not subscribed result from a shareholder waiving or losing his
pre-emptive right, or if fractional shares result from the allocation of the
new shares, such shares shall be disposed of in accordance with a resolution
of the Board of Directors.
B. Notwithstanding the provisions of Paragraph (1), the Board of Directors
may allocate new shares to persons other than the shareholders by a
resolution of the Board of Directors in the following cases for the purpose
of management of the Company including introduction of new technology
and improvement in financial structure:

1. If the Company offers new shares or causes underwriters to

underwrite new shares in accordance with the relevant provisions of the
Capital Market and Financial Investment Business Act.
2. If the Company preferentially allocates new shares to
members of the Employee Stock Ownership Association in accordance
with the relevant provisions of the Capital Market and Financial
Investment Business Act.
3. If the Company issues new shares by the issuance of
depositary receipts (DR) in accordance with the Regulation on the
Foreign Exchange Transaction.
4. If the Company issues new shares, to the extent not exceeding
30,000,000 shares, to foreign financial institutions or to foreign
investors under the Foreign Investment Promotion Act who have
executed a joint venture agreement with the Company.
5. If the Company issues new shares by the exercise of stock
option in accordance with the relevant provisions of the Commercial
Code.
6. If the Company issue new shares in the manner of the Capital
Increase by Public Offering in accordance with the relevant provisions
of the Capital Market and Financial Investment Business Act.
7. If the Company issue new shares for the contribution in the
form of property in kind.
8. If the Company issue new shares in the manner of debt equity
swap by the financial institutions including bank etc.
9. If the Company issue, if necessary, new shares to any
companies aligned with the Company, including the joint venture
companies in domestic or foreign countries, the licensor companies, the
companies providing low materials or component parts.
Article 7.2 Issue Date of New Shares for the purpose of Dividend
In case the Company issues new shares by right issue, bonus issue or stock
dividend, the new shares shall be deemed to be issued at the end of business year
immediately preceding the business year when the new shares are issue.
Article 7.3 Stock Option
1) The Company may grant the officers and employees of the Company and
its affiliates under the Securities and Exchange Act the stock options by a
special resolution of the General Meeting of Shareholders, to the extent not
7

exceeding fifteen percent (15%) of the total number of issued shares;

provided that, the Company may grant the stock options by a resolution of
the Board of Director, to the extent not exceeding one percent (1%) of the
total number of issued shares. (Grant to a BOD member of the Company
can be made only according to the resolution of the General Meeting of
Shareholders)
2) An officer or employee who has contributed, or is capable of contributing,
to the establishment and management of the Company or its affiliates and
the improvement of technology thereof, shall be entitled to such stock
option, except for such officers or employees in any of the following cases:
1. The largest shareholder of the Company and its Related Party
thereof (as defined in Article of the Enforcement Decree of the
Commercial Code; the same shall apply hereinafter); provided,
however, that the person who acquired its status as Related Party
by becoming an officer of the relevant company (including a
person whose officer is a non-standing officer of its affiliates)
shall be excluded;
2. Major Shareholders of the Company (as defined in Article of the
Commercial Code; the same shall apply hereinafter), and its
Related Party thereof; provided, however, that the person who
acquired its status as Related Party by becoming an officer of the
relevant company (including a person whose officer is a nonstanding officer of its affiliates) shall be excluded; or
3. Anyone who shall become a Major Shareholder of the Company
by the exercise of stock option.
3) The shares to be issued upon the exercise of stock option (in case the
Company shall pay the difference between the exercise price of stock
option and the market price of shares in cash or by treasury shares, the
shares which shall be the basis for calculation), shall be common shares
and preferred shares, all in registered form, which shall be determined by
a resolution stipulated in Paragraph (1) above.
4) The Company shall not give stock options to all the officers and employees
then in office at the same time. The total number of shares subject to the
stock option to be given to one (1) officer or employee shall not exceed ten
percent (10%) of the total number of shares issued and outstanding.

5) The exercise price per share for stock options shall not be less than any of
the following prices. In the event that the exercise price is adjusted after
the granting of stock option, the same shall apply.
A. In the event of issuance and delivery of new shares, the higher of (i)
the market price of the shares, which is calculated as the arithmetic
average of the trade volume weighted average closing prices of the
shares for the past two (2) months, one (1) month and one (1) week
as of the date on which the stock option is granted and (ii) par value
of the shares;
B. In cases other than those in Item A above, the market price of the
shares which is calculated in accordance with Item A above
C. In the event of issuance and delivery of new shares, the higher of (i)
the market price of the shares, which is calculated as the arithmetic
average of the trade volume weighted average closing prices of the
shares for the past two (2) months, one (1) month and one (1) week
as of the date on which the stock option is granted and (ii) par value
of the shares;
D. In cases other than those in Item A above, the market price of the
shares which is calculated in accordance with Item C above.
6) A stock option may be exercised within the six (6) year period from the
date when two (2) years have passed from the date of the General Meeting
of Shareholders or Board of Directors at which a resolution to grant such
stock option was adopted.
7) In any of the following cases, the Company may, by a resolution of the
Board of Directors, cancel the stock option;
a. If the officer or employee voluntarily resigns or is removed from
his/her office after he/she was given the stock option;
b. If the officer or employee inflicts on the Company substantial
damage, whether intentionally or by accident; or
c. If there occurs any other event for cancellation as prescribed in the
agreement on granting such stock option.
8) With respect to the distribution of dividends for shares issued upon the
exercise of stock option, the provision of Article 7-2 shall apply mutatis
mutandis.

Article 8 Issuance of Shares at the Current Value

The Company may issue all or part of the new shares at their current value,
in which case the price of new shares shall be determined by a resolution of the
Board of Directors.
Article 9 Issuance of convertible Bonds
1) The Company may issue convertible bonds to persons other than the
shareholders to the extent that the aggregate face value of the bonds shall
not exceed 1,500 Billion Won for the purpose of management of the
Company including introduction of new technology and improvement in
financial structure.
2) The convertible bonds mentioned in Paragraph (1) may be issued with
partial conversion rights in accordance with the resolution of the Board of
Directors.
3) The shares to be issued upon conversion shall be either common shares to
the extent that the total face value of the convertible bonds shall not exceed
1,000 Billion Won or preferred shares to the extent that the total face value
of the convertible bonds shall not exceed 500 Billion Won. The conversion
price shall be at or above the face value of the shares as determined by the
Board of Directors at the time of the issuance of the relevant convertible
bonds.
4) The period during which the conversion may be requested shall commence
on the date following the date of issuance of the convertible bonds and end
on the date immediately preceding the date of redemption; provided that,
the Board of Directors may, by its resolution, adjust the conversion period
within the above period.
5) With respect to the distribution of dividends or interest for shares issued
upon a conversion of the convertible bonds described in Paragraph (1), the
conversion into new shares shall be deemed to have taken place at the end
of the fiscal year immediately preceding the fiscal year in which such a
conversion is requested.
Article 10 Issuance of Bonds with Warrants
1) The Company may issue bonds with warrants to persons other than the
shareholders to the extent that the aggregate face value of the bonds shall
not exceed 1,500 Billion Won for the purpose of management of the

10

2)

3)

4)

5)

Company including introduction of new technology and improvement in

financial structure.
The aggregate value of new shares which may be subscribed for by the
holders of the bonds with warrants shall be determined by the Board of
Directors; provided that, the amount of such new shares shall not exceed
the aggregate face value of the bonds with warrants.
The shares to be issued upon the exercise of warrants shall be either
common shares to the extent that the total face value of the bonds with
warrants shall not exceed 1,000 Billion Won or preferred shares to the
extent that the total face value of the bonds with warrants shall not exceed
500 Billion Won. The issue price shall be at or above the face value of the
shares as determined by the Board of Directors at the time of the issuance
of the relevant bonds with warrants.
The period during which warrants may be exercised shall commence on
the date following the date of issuance of such bonds and end on the date
immediately preceding the date of redemption; provided that, the Board of
Directors may, by its resolution, adjust the subscription period within the
above period.
With respect to the distribution of dividends or interest for shares issued
upon an exercise of warrants in the case of the bonds with warrants
described in Paragraph (1), the issuance of new shares shall be deemed to
have taken place at the end of the fiscal year immediately preceding the
fiscal year in which the issue price of the new shares is fully paid.

Article 11 Transfer Agent

1) The Company shall retain a transfer agent.
2) The transfer agent, the location where its services are to be rendered, and
the scope of its duties shall be determined by the Board of Directors of the
Company and shall be publicly announced.
3) The Company shall keep the Register of Shareholders, for a duplicate
thereof, at the location where the transfer agent performs its duties. The
transfer agent shall handle the activities of making entries in the Register
of Shareholders, registering the creation and cancellation of pledges over
shares, indication of trust assets and cancellation thereof with respect to
shares, issuing share certificates, receiving reports, and other related
businesses.

11

4) Those activities by the transfer agent described in Paragraph (3) shall be

performed in accordance with the Regulations for Securities Agency
Business of the Transfer Agent.
Article 12 Report on Residences, Names, and Registered Seals of
Shareholders
1) Shareholders and registered pledges shall report their names, addresses,
and seals or signatures to the transfer agent as set forth in Article 11.
2) Shareholders and registered pledges who reside in a foreign country shall
report their appointed agents and the addresses in Korea, to which notices
are to be sent.
3) Any changes in the matters referred to in Paragraphs (1) and (2) above shall
be reported to the transfer agent.
Article 13 Closing of the Register of the Shareholders
1) The Company shall suspend entry of any alterations regarding rights in the
Register of Shareholders from January 1 to January 15 of each year.
(Amended on March 9, 2007)
2) When an Extraordinary General Meeting of Shareholders is convened and
where otherwise deemed necessary, the Company may make the
suspension referred to in the above Paragraph (1) for a specified period of
time upon resolution of the Board of Directors.

General Meeting of Shareholders

Article 14 Convening and Person Authorized to Convene General Meeting
1) The Ordinary General Meeting of Shareholders shall be convened by the
Representative Director pursuant to a resolution of the Board of Directors
within 3 months after the end of each fiscal year.
2) The Extraordinary General Meeting of Shareholders may be convened by
the Representative Director whenever deemed necessary pursuant to a
resolution of the Board of Directors.
3) Matters other than those which were notified to the shareholders in advance
may not be resolved at the General Meeting of Shareholders; provided, that
the foregoing shall not apply when all shareholders of the Company
consent thereon.

12

Article 15 Public Notice of the Convening of the General Meeting

1) In convening a General Meeting of Shareholders, a written notice or
electronic document stating the agenda of the meeting shall be dispatched
to each shareholder at least two (2) weeks before the date set for such
meeting.
2) Notice of the convening of the General Meeting to the shareholders holding
shares less than the number of shares as provided in the Commercial Code
may be deemed to be made by two or more notices in not less than two
daily newspapers, or a report in the electronic disclosure system of the
Financial Supervisory Service of the Korea Exchange.
Article 16 The Representative Director shall be the Chairman of the
General Meeting of Shareholders (Chairman)
In the absence or incapacity of the Representative Director, a director
designated by him shall act for him. In the absence or incapacity of such
designation, the President, Vice Presidentshall act for him as Chairman in such
order of priority.
Article 17 Quorum and Method of Resolution
1) At the General Meeting of Shareholders, each shareholder shall have one
(1) vote for each share owned.
2) Except as otherwise provided by the relevant laws and regulations, or in
the case described in Paragraph (4) below, a resolution of the General
Meeting of Shareholders shall be adopted by an affirmative vote of a
majority of the voting shares of the Company present at the General
Meeting of Shareholders and one-fourth (1/4) of the total number of the
issued and outstanding shares.
3) The Chairman may vote as a shareholder.
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.

13

Article 18 Voting by Proxy

A shareholder may exercise his voting right by a proxy who is a
shareholder of the Company.
The proxy shall submit to the Company the document evidencing his
authority to act as a proxy before the commencement of each General Meeting of
Shareholders.
Article 19 Exercise of Voting Right in Disunity
1) In case where a shareholder holding two (2) or more voting rights whishes
to exercise his voting right in disunity, he shall notify the Company, in
witting, of such intention and the reason thereof, no later than three (3)
days prior to the date set for the General Meeting of Shareholders.
2) The Company may disapprove the shareholders exercising voting right in
disunity, unless the shareholder acquired the shares as a trustee or
otherwise holds the shares for and on behalf of other person.
Article 20 Maintenance of Order
The Chairman of the General Meeting of Shareholders may order any
person who engages in conduct or speak with the intent to hinder the proceedings
of the General Meeting of Shareholders or who disturbs the order thereof to stop
and refrain from such conduct or speech or to leave the place. Any person ordered
to stop and refrain from his conduct or speech or to leave the place shall obey the
order.
The Chairman may restrict the length and frequency of the speech of shareholders
to expedite the proceedings of the meeting.
Article 21 Minutes of the General Meeting
The minutes of the proceedings of the General Meeting of Shareholders
shall be taken. The substance of the course of the proceedings of the General
Meeting of Shareholders and the results thereof shall be recorded in the minutes,
and shall be preserved after being signed by or affixed with the names and seals
of the Chairman and the directors present.

14

Directors and Board 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.
2) A resolution for the election of Directors shall be adopted by an affirmative
vote of a majority of the voting shares of the Company present at the
General Meeting of Shareholders and one- fourth (1/4) of the total number
of the issued and outstanding shares. However, the concentrated vote shall
not apply to the election of Directors.
Article 23 Term of Office of Directors
The term of office of a Director shall be three (3) years; provided, however,
that the term of office of a director shall be extended until the closing of the
Ordinary General Meeting of Shareholders convened with respect to the fiscal
year which is the last ending during his term in office.
Article 24 Supplementary Election of Directors
1) In the case of any interim vacancy of a director, a substitute director shall
be elected at an Extraordinary General Meeting of Shareholders. However,
if the number of Directors is not fewer than that required by law and such
a vacancy is not deemed prejudicial to the execution of business, the
supplementary election for a vacancy may be withheld or suspended until
the re-election day at the next Ordinary General Meeting of Shareholders.
2) The term of a directors elected to fill a vacancy shall be the remaining term
of his predecessor.
Article 25 Representative Director
1) The Company shall appoint one (1) or more Representative Directors from
among directors by a resolution of the Board of Directors, and the
Representative Directors shall respectively represent the Company.
2) The Company may appoint an Honorary Chairman, by a resolution of the
Board of Directors, from among the founder or a Representative Director
and Chairman who has rendered distinguished services to the Company.

15

Article 26 Duties of Representative Directors

1) The Representative Director shall represent the Company and shall be
responsible for the general administration of the business of the Company.
2) In the absence or incapacity of the Representative Director, the President,
Vice Presidents ...shall act for him in such order of priority.
Article 27 Remuneration for Directors
1) With respect to the remuneration for Directors and any expenses and costs
necessary for their services, the Board of Directors shall decide whether or
not to pay the foregoing and the amount thereof, within the maximum
amount determined by a resolution of the General Meeting of
Shareholders.
2) Severance allowance for Directors shall be paid in accordance with the
Regulation on Personnel Administration of Management Officers.
Article 28 Responsibility of Directors
1) The Directors shall be responsible to the Company and any third party for
the negligence of their duties, etc. in accordance with the Korean
Commercial Code and other laws.
2) In accordance with the above provision, a monetary responsibility cap for
the directors negligence of their duties is six fold of (in case of outside
directors, threefold of) his or her compensation of one year from the day
prior to such event. However, if the director caused damage by intentional
or significant malpractice, or if the relevant code does not adopt the
monetary responsibility cap, then the company shall not adopt the
monetary responsibility cap.
3) The Directors shall perform their duties in good faith for the Company
pursuant to the provisions of relevant laws and these Articles of
Incorporation.
4) The Company shall indemnify the Directors and Auditors from any legal
expenses, losses, damages or liabilities borne or paid by them in relation to
the service of their duties; provided that such loss, damages or liabilities
are not incurred by the breach of the relevant Directors obligation due to
its wilful misconduct or gross negligence, and that such indemnification by
the Company is permitted by law.

16

Article 29 Board of Directors

1) The Board of Directors of the Company shall comprise the Directors and
shall resolve the matters prescribed in the laws and regulations and these
Articles of Incorporation and those important matters related to the
administration of the business of the Company, and shall supervise the
execution of business by the Directors and Management Personnel of the
Company.
2) The Board of Directors may establish any separate regulations which
prescribe matters concerning the delegation of its rights, the constitution of
a sub-committee under its control, and other matters necessary for the
operation of the Board of Directors.
3) Meetings of the Board of Directors shall be convened by the Chairman of
the Board of Directors or any Director determined thereby. Notice of
convening the meeting shall be given in writing or verbally to each of the
Directors and Auditors, by one (1) day prior to the date set for such
meeting; provided that, when the consent of all the Directors and the
Auditors has been obtained, a meeting of the Board of Directors may be
held without conforming to these procedures.
4) A resolution of the Board of Directors shall be adopted by the majority vote
of the Directors present at the relevant meeting at which 50% of all
Directors of the Company are present. However, the company shall follow
relevant provisions if the relevant provision states otherwise.
Article 29.2 Chairman of the Board of Directors
1) The Chairman of the Board of Directors shall be elected with the term of
three (3) years at the first Board of Directors meeting to be held after the
Ordinary General Meeting of Shareholders.
2) In the event that the Chairman of the Board of Directors is absent at the
Board of Directors meeting and does not designate a temporary chairman
to act for him, the Board of Directors shall decide the order of priority of
the Directors to serve as chairman of the Board of Directors in his place.
3) If the Chairman is not able to attend the Board of Directors meeting, he
shall designate a temporary chairman from among the Directors to act for
him. In the event that he fails to designate as such, a Director shall serve as
chairman of the Board of Directors in the order of priority provided in
Paragraph (2) above.

17

Article 29.3 Agenda

The Chairman of the Board of Directors shall propose the agenda to be
considered thereat; provided, however, if any Director intends to propose an
agenda, he/she shall present the details thereof to the Chairman of the Board of
Directors.
Article 29.4 Management Personnel
1) The Company shall have the Management Personnel for the enforcement
of matters determined by the Board of Directors.
2) Matters concerning the Management Personnel shall be determined by the
separate regulation of the Board of Directors.
Article 29.5 Issuance of corporate bond
1) The company may issue corporate bond upon the approval of the Board of
Directors.
2) The Board of Directors may authorize representative directors to issue
corporate bonds within a period of one year after the Board of Directors
determines the amount and terms of corporate bonds.
Article 30 Minutes of the Meeting of the Board of Directors
1) The Company shall maintain the Minutes of the proceedings of the Board
of Directors.
2) The agenda, substance of the proceedings of the meeting of Board of
Directors, the result thereof, name of Directors who objected to a
resolution, and the reason thereof shall be recorded in the minutes, to which
the chairman and all directors present shall affix their respective seal
impressions next to their printed names or affix their signatures.
Article 31 Sub-Committee under the Board of Directors
1) The Recommendation Committee on Candidates for Outside Directors and
the Audit Committee shall be established as Sub-Committees under the
Board of Directors and, other Sub-Committees may be established that
deliberate and decide the management strategies of the Company or such
other matters as delegated by the Board of Directors.
2) The Sub-Committee under the Board of Directors shall consist of two (2)
or more Directors, and matters relating to composition and operation
thereof shall be decided by resolutions of the Board of Directors.
18

3) Any matter that falls under any of the following categories shall not be
delegated to a Sub-Committee:
1. Proposal of any matter that requires approval from the General
Meeting of Shareholders;
2. Appointment and dismissal of the Representative Director;
3. Establishment of a Sub-Committee, and appointment and dismissal
of its members; or
4. Any other matter decided by the Board of Directors.
4) Each Sub-Committee shall give a notice of its resolutions to each Director.
In this case, a Director upon the notification may request convening of a
Board of Directors meeting and the Board of Directors may resolve
otherwise on the matter already resolved at the relevant Sub-Committee.
Article 31.2 Recommendation Committee on Candidates for Outside
Director
The Majority of the Committee members shall be composed of Outside
Directors. The Committee shall recommend candidates for Outside Directors who
shall be elected at the General Meeting of Shareholders.
Article 31.3 Audit Committee
1) The Audit Committee shall consist of three (3) or more Directors;
provided, however, that two thirds (2/3) or more of the total number of the
members shall consist of Outside Directors. However, in the event that the
number of Outside Directors fails to satisfy the two thirds (2/3)
requirement for constitution of the Audit Committee due to vacancy, such
vacancy should be filled at the first General Meeting of shareholders
convened after such vacancy has occurred.
2) An appointment and/or dismissal of members of the Audit Committee shall
be adopted at the General Meeting of Shareholders by means of resolution
determined in relevant laws and regulations including the Commercial
Code, etc.
3) Members of the Audit Committee shall be qualified under the relevant laws
and regulations including the Commercial code, etc.
4) The Audit Committee shall appoint the person who shall represent the
Committee out of members who are Outside Directors by its resolution.
Two or more of the members may be appointed to represent the Committee
jointly.
19

Article 31.4 Committees outside the Board of Directors

The Company may set up a Committee outside the Board of Directors
which may consists of Director(s), management personnel, and/or outsiders, to
the extent necessary, to carry out a specific corporate action. (Amended on March
9, 2007)
Article 32 Duties of Audit Committee
1) The Audit Committee shall audit the conduct of Directors duties.
2) The Audit Committee shall audit the accounting and the conduct of the
business of the Company, and prepare an audit report with respect to the
financial statements of the Company and report to the General Meeting of
Shareholders.
3) The Audit Committee may, at any time, access or make copies of books,
records and documents related to the accounting of the Company. The
Auditors may also request any Director to report with respect to the
business, or may investigate all business and financial conditions of the
Company.
4) If a Director commits, or is suspected of committing, any acts in violation
of the laws and regulations or these Articles of Incorporation, the Audit
Committee shall promptly report the forgoing facts to the Board of
Directors.
5) The Audit Committee shall examine the agenda or documents which are to
be submitted by Directors to the General Meeting of Shareholders, and
state their opinion at the General Meeting of Shareholders on whether there
is any violation of the laws and regulations or these Articles of
Incorporation, or any substantially unreasonable matters.
6) The Audit Committee may request the subsidiary of the Company to report
on its business if it is necessary to perform their duties. In this case, if the
subsidiary fails to make an immediate report, or if it is necessary to confirm
the contents of the report, the Audit Committee may investigate the
business and financial conditions of the subsidiary.
7) The Audit Committee shall approve the appointment and/or dismissal of
the outside auditors.

20

Article 32.2 Audit Committee's Audit Report

The Audit Committee shall prepare an Audit Report with respect to its
audit. The Audit Report shall record the substance and results of its audit and be
affixed with the printed names and seal impressions or signatures of the members
who performed the audit.
Article 33 Advisors
1) The Representative Director may have advisors and consultants, if
necessary.
2) The Representative Director may determine and pay remuneration for the
advisors and consultants, and any costs and expenses necessary for the
enforcement of business affairs thereby, according to the same level as
those applicable to the Management Personnel.

Accounting
Article 34 Fiscal Year
The fiscal year of the Company shall begin on the first day of January and
end on the 31st day of December of each year.
Article 35 Preparation of Financial Statements
The Representative Director shall prepare the following documents,
detailed statements incidental thereto and a business report, and submit them to
the Ordinary General Meeting of Shareholders after they have been audited by
the Audit Committee:
1) Balance sheet;
2) Profit and loss statement;
3) Other documents required by relevant regulation indicating financial
position and business performance of the company.
Article 36 Disposition of Profits
The profits of the Company for any fiscal period shall be disposed of as
follows; provided that, the profits may be disposed of otherwise by resolutions of
the General Meeting of Shareholders:
1) Earned surplus reserves;
2) Other reserve required by law;
3) Dividends to shareholders;
21

4) Voluntary reserves;
5) Earned surplus to be carried forward.
Article 37 Payment of Dividends
1) Dividends shall be paid in either cash or shares.
2) Dividends mentioned in Paragraph (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 37.2 Retirement of Shares with Profits
1) The Company may retire its shares to the extent of the profits distributable
to Shareholders.
2) The detailed matters on retirement of shares with profits such as classes
and number of shares and the method of retirement, etc. shall be
determined by a resolution of the Board of Directors.
Article 38 Extinctive Prescription for the Claim for the Payment of
Dividends
1) The right to claim payment of dividends shall be extinguished by
prescription if it is not exercised within five (5) years.
2) Dividends after the expiration of the prescription period set out in
Paragraph (1) shall belong to the Company.

22

V. Financial Analysis

23

Financial Analysis of the company

Growth of Sales
Chart 1

Sales
400,00,000
350,00,000

Axis Title

300,00,000
250,00,000
200,00,000
150,00,000
100,00,000
50,00,000
0
Sales

2011

2012

2013

262,94,579

307,89,019

341,98,594

Here Sales of the company increased by 11.1% compare with previous year.

24

Profitability
Table 1 Operating Profit Ratio
Year
2011
2012
2013
Chart 2

Operating Profit

Sales

2,637,271
2,906,385
2,924,404

26,294,579
30,789,019
34,198,594

Operating profit
Ratio
10.0%
9.4%
8.6%

Operating Profit Ratio

10.5
10.0
9.5

10.0
9.4

9.0
8.5
8.0

8.6

7.5
2011

2012

2013

Operating Profit Ratio

But here operating profit ratio is getting down for the company.

Table 2 Netprofit Margin

Year
2011
2012
2013
Chart 3

Net Profit
3,026,845
3,542,013
3,396,421

Sales
26,294,579
30,789,019
34,198,594

Netprofit Margin
11.5%
11.5%
9.9%

Net Profit
12
11

11.5

11.5

10
9.9
9
2011

2012

2013

Net Profit

Net profit ratio decreasing of the company compare with the previous years
25

Table 3 Return on Equity

Year
2011
2012
2013
Chart 4

Net Profit
3,026,845
3,542,013
3,396,421

Shareholders Funds
1,38,21,210
1,70,28,908
2,02,16,791

Return on equity
21.9%
20.8%
16.8%

Return on Equity
21.9

20.8
16.8

2011

2012

2013

Return on Equity

Turnover Ratio
Tabla 4 Total Assets Turnover
Year
2011
2012
2013
Chart 5

Sales

Total Assets

26,294,579
30,789,019
34,198,594

22,575,648
30,046,996
34,430,309

Total Assets
Turnover
116.5%
102.5%
99.3%

Total Assets Turnover

116.5

102.5
99.3
2011

2012
Total Assets Turnover

26

2013

Table 5 Invetory Turnover

Year
2011
2012
2013
Chart 6

Sales

Average Iventory

26,294,579
30,789,019
34,198,594

18,36,983
19,68,481
23,14,155

Inventories
Tuurnover
1,431.4%
1,564.1%
1,477.8%

Inventory Turnover
1564.1
1477.8
1431.4
2011

2012

2013

Inventory Turnover

Tabale 6 Receivables Turnover

Year
2011
2012
2013
Chart 7

Sales

Account Receivables

26,294,579
30,789,019
34,198,594

4748885
5230001
5678000

Receivables
Turnover
553.7
588.7
602.3

Receivables Turnover
602.3
588.7
553.7
2011

2012

2013

Receivables Turnover

Finally at the end of the financial analysis the companys financial level is
less in compare with previous years.

27

VI. Conclusion
The company has been successful in meeting the demanding requirements
in international markets in terms of complicity of work as well as Technology
etc. Hyundai Mobis has over the year established its reference in to 193 countries
across the world. This unit gives more employment i.e. to thousands and
thousands of workers around the world. It gives more protection and safety to the
staff working in it besides more concentration to the welfare of the workers.
Finally, I pray God requesting to develop the unit more and in day by day.
Hyundai Mobis should run in successful manner in future also.

28