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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.

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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 cutting-edge 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.

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III. Board of directors

BOD Composition as of Apr. 30, 2014 Name 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

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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 motor-

remarking 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 sub-branch 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.

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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:

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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

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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 non-standing 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.

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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.

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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

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Company including introduction of new technology and improvement in financial structure.

2) 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.

3) 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.

4) 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.

5) 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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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;

22

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.

23

V. Financial Analysis

24

Financial Analysis of the company

Growth of Sales

Chart 1

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

2011 2012 2013Sales 262,94,579 307,89,019 341,98,594

0

50,00,000

100,00,000

150,00,000

200,00,000

250,00,000

300,00,000

350,00,000

400,00,000

Axis

Title

Sales

25

Profitability

Table 1 Operating Profit Ratio

Year Operating Profit Sales Operating profit Ratio 2011 2,637,271 26,294,579 10.0% 2012 2,906,385 30,789,019 9.4% 2013 2,924,404 34,198,594 8.6%

Chart 2

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

Table 2 Netprofit Margin

Year Net Profit Sales Netprofit Margin 2011 3,026,845 26,294,579 11.5% 2012 3,542,013 30,789,019 11.5% 2013 3,396,421 34,198,594 9.9%

Chart 3

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

10.0

9.4

8.6

7.58.08.59.09.5

10.010.5

2011 2012 2013

Operating Profit Ratio

Operating Profit Ratio

11.5 11.5

9.99

10

11

12

2011 2012 2013

Net Profit

Net Profit

26

Table 3 Return on Equity

Year Net Profit Shareholders Funds Return on equity 2011 3,026,845 1,38,21,210 21.9% 2012 3,542,013 1,70,28,908 20.8% 2013 3,396,421 2,02,16,791 16.8%

Chart 4

Turnover Ratio

Tabla 4 Total Assets Turnover

Year Sales Total Assets Total Assets Turnover 2011 26,294,579 22,575,648 116.5% 2012 30,789,019 30,046,996 102.5% 2013 34,198,594 34,430,309 99.3%

Chart 5

21.9 20.816.8

2011 2012 2013

Return on Equity

Return on Equity

116.5

102.599.3

2011 2012 2013

Total Assets Turnover

Total Assets Turnover

27

Table 5 Invetory Turnover

Year Sales Average Iventory Inventories Tuurnover 2011 26,294,579 18,36,983 1,431.4% 2012 30,789,019 19,68,481 1,564.1% 2013 34,198,594 23,14,155 1,477.8%

Chart 6

Tabale 6 Receivables Turnover

Year Sales Account Receivables Receivables Turnover 2011 26,294,579 4748885 553.7 2012 30,789,019 5230001 588.7 2013 34,198,594 5678000 602.3

Chart 7

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

1431.4

1564.1

1477.8

2011 2012 2013

Inventory Turnover

Inventory Turnover

553.7

588.7602.3

2011 2012 2013

Receivables Turnover

Receivables Turnover

28

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.