Holding Companies

HMG ’s ownership restructuring plan review

Overweight (Maintain)

Industry Report March 29, 2018 HMG announced business and ownership restructuring plans 1) to merge with Hyundai Mobis’ spun-off businesses Hyundai Mobis will spin off its domestic module and after-service (A/S) businesses and Mirae Asset Daewoo Co., Ltd. merge them with Hyundai Glovis. The shareholders of Hyundai Mobis will receive Hyundai Glovis’ shares in accordance with the announced spinoff/merger ratios. [Analyst ] * Spinoff ratio ‰ Hyundai Mobis (surviving):Hyundai Mobis’ module/A/S businesses Dae -ro Jeong (spinoff) = 0.7895305:0.2104695 +822 -3774 -1634 ‰ [email protected] * Merger ratio Hyundai Glovis:Hyundai Mobis’ module/A/S businesses = 1:2.9211852 * 0.615 new shares of Hyundai Glovis for each share of Hyundai Mobis [0.2104695 Su Yeon Lee (spinoff ratio) ×2.9211852 (merger ratio)] +822 -3774 -7162 [email protected] 2) Major shareholders ’ stake in Hyundai Mobis to increase

Following the spinoff/merger, major shareholders ’ 15.8% stake (6.9% for Chung Mong- koo and 9% for Chung Eui-sun) in the merged Hyundai Glovis will be swapped with

Motors ’ 16.9% stake in the surviving Hyundai Mobis. In addition, major shareholders will acquire 0.7% and 5.7% stakes in Hyundai Mobis from Hyundai Glovis and , respectively, through stock purchase agreements. * The share swap and purchase agreements will increase major shareholders ’ stake in the surviving Hyundai Mobis from 7% to 30.2%.

3) Expected impact on ownership structure (HMG) now appears to have established an ownership structure centered on Hyundai Mobis’ surviving entity. Via the spinoff/merger, the group will be able to unwind all of its four circular shareholding loops. In addition, as Hyundai Glovis’ largest shareholders will completely dispose of their shares, the risks associated with related-party transactions will be removed.

Valuation and investment strategy * On March 28th, the market cap of Hyundai Mobis and Hyundai Glovis stood at W25.5tr and W6.5tr, respectively. Based on the merger price of W452,523, Hyundai Mobis’ spun-off businesses are valued at W9.3tr, which leaves the surviving entity’s market cap at W16.2tr.

Meanwhile, based on the merger ratio and Hyundai Glovis’ share price of W173,000, as of March 28th, the current value of Hyundai Mobis’ spun-off businesses is estimated at W10.4tr. In light of Hyundai Mobis’ current price, the company’s market cap has a 4. 4% upside, theoretically. Going forward, Hyundai Mobis’ share price will likely reflect, albeit only partly, Hyundai Glovis’ post-merger share performance.

Spin-offs and mergers require 46.7-53.3% affirmative votes On May 29th, Hyundai Mobis and Hyundai Glovis will hold extraordinary meetings of shareholders for the approval of the spinoff and merger. Mergers and spin-offs are subject to the approval of a special resolution by a majority of shareholders. According to Korea’s Commercial Act (Article 434), a special resolution requires the affirmative vote of two-thirds of the shareholders present (in person or by proxy) at a shareholders’ meeting (comprising at least one-third of total issued shares). For a controversial, highly-publicized merger/spin-off, we would expect the shareholders’ meeting attendance rate to reach 70-80%. Accordingly, HMG would need affirmative votes from 46.7-53.3% of shares with voting rights. Currently, affiliated parties hold 31% of Hyundai Mobis and 51.4% of Hyundai Glovis. Thus , Hyundai Mobis would need to gain consent from at least 15% of outside shareholders.

March 29, 2018 Holding Companies

HMG announces business and ownership restructuring plans

1) Hyundai Glovis to merge with Hyundai Mobis’ spun-off businesses Hyundai Mobis will spin off its domestic module and after-service (A/S) businesses and merge them with Hyundai Glovis. The shareholders of Hyundai Mobis will receive Hyundai Glovis’ shares in accordance with the announced spinoff/merger ratios. * Spinoff ratio ‰ Hyundai Mobis (surviving):Hyundai Mobis’ module/A/S businesses (spinoff) = 0.7895305:0.2104695 * Merger ratio ‰ Hyundai Glovis:Hyundai Mobis’ module/A/S businesses = 1:2.9211852 * 0.615 new shares of Hyundai Glovis for each share of Hyundai Mobis [0.2104695 (spinoff ratio)×2.9211852 (merger ratio)]

Figure 1. Hyundai Glovis to merge Hyundai Mobis’ spun-off units

Source: Mirae Asset Daewoo Research

Table 1. Hyundai Mobis’ spinoff ratio (Wbn) Hyundai Mobis (pre-spin-off) Surviving entity Spin-off unit

Total assets 25,362 18,812 6,551 Total liabilities 4,130 2,119 2,011 Net assets 21,233 16,693 4,540 Spin-off ratio 1 0.7895305 0.2104695 Total shares issued(common) 97,343,863 76,855,949 20,487,914 Total shares issued(preferred) 3,974 3,138 836 Source: Mirae Asset Daewoo Research

Table 2. Merger ratio for Hyundai Glovis and Hyundai Mobis’ spun-off businesses (W) Hyundai Glovis Hyundai Mobis spin-off unit (Merging entity) (Merged entity) Base market cap 154,911 N/A Intrinsic value [(A×1+B×1.5)/2.5] N/A 452,523 A. Asset value 91,869 221,599 B. Earnings power value N/A 606,472 Relative value N/A N/A Share price for merger 154,911 452,523 Merger ratio 1 2.9211852 Source: DART, Mirae Asset Daewoo Research

Table 3. Expected appraisal rights exercise prices (W) Hyundai Mobis Hyundai Glovis Current price (A) 261,500 173,500 Expected appraisal rights exercise prices (B) 233,429 151,156 (A)/(B) +12.0% +14.8% Note: Based on Mar. 28 closing prices Source: DART, Mirae Asset Daewoo Research

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2) Major shareholders ’ stake in Hyundai Mobis to increase

Following the spinoff/merger, major shareholders ’ 15.8% stake (6.9% for Chung Mong-koo and 9% for Chung Eui-sun) in the merged Hyundai Glovis will be swapped with Kia Motors ’ 16.9% stake in the surviving Hyundai Mobis. In addition, major shareholders will acquire 0.7% and 5.7% stakes in Hyundai Mobis from Hyundai Glovis and Hyundai Steel, respectively, through stock purchase agreements. * The share swap and purchase agreements will increase major shareholders ’ stake in the surviving Hyundai Mobis from 7% to 30.2%.

Table 4. Expected changes in ownership after Hyundai Mobis’ spinoff (Wbn ) Pre-spinoff Post-spinoff Hyundai Mobis module and A/S Hyundai Mobis Hyundai Mobis (surviving entity) Shareholders businesses (spin-off entity) Market cap Appraised Appraised value # of shares Stake # of shares Stake # of shares Stake Notes (1) value (2) (1) -(2) Chung Mong-koo 6,778,966 7.0% 1,773 1,426,766 7.0% 646 5,352,200 7.0% 1,127 Chung Eui-sun 0 0.0% 0 0 0.0% 0 0 0.0% 0 Share swap with Kia Motors 16,427,074 16.9% 4,296 3,457,398 16.9% 1,565 12,969,676 16.9% 2,731 big gest shareholders Share transfer with Hyundai Steel 5,504,846 5.7% 1,440 1,158,602 5.7% 524 4,346,244 5.7% 915 big gest shareholders Share transfer with Hyundai Glovis 656,293 0.7% 172 138,130 0.7% 63 518,163 0.7% 109 big gest shareholders Treasury shares 2,643,195 2.7% 691 556,312 2.7% 252 2,086,883 2.7% 439 Total shares 97,343,863 100.0% 25,455 20,487,914 100.0% 9,271 76,855,949 100.0% 16,184 issued Note: Based on Mar. 28 closing prices Calculation based on share price for merger for Hyundai Mobis Source: DART, Mirae Asset Daewoo Research

Table 5. Expected changes in ownership after merger between Hyundai Glovis and Hyundai Mobis (Wbn) Pre-merger Post-merger Merging entity Merged entity Hyundai Mobis module and A/S Post-merger Hyundai Glovis Shareholders Hyundai Glovis businesses Notes # of Stake Value # of shares Stake Value # of shares Stake Value shares Chung Mong-koo 2,517,701 6.7% 437 1,426,766 7.0% 646 6,685,548 6.9% 1,160 To swap shares with Kia Motors’ 16.9% stake in Chung Eui-sun 8,732,290 23.3% 1,515 0 0.0% 0 8,732,290 9.0% 1,515 Hyundai Mobis’ surviving entity Hyundai Motors 1,830,939 4.9% 318 0 0.0% 0 1,830,939 1.9% 318 Kia Motors 0 0.0% 0 3,457,398 16.9% 1,565 10,099,700 10.4% 1,752 Hyundai Steel 0 0.0% 0 1,158,602 5.7% 524 3,384,492 3.5% 587 Hyundai Motor Chung Mong-Koo 1,671,018 4.5% 290 0 0.0% 0 1,671,018 1.7% 290 Foundation Hyundai Glovis 0 0.0% 0 138,130 0.7% 63 403,502 0.4% 70 Hyundai Glovis’ treasury Hyundai Mobis share of 2.1% (post- module and A/S 0 0.0% 0 556,312 2.7% 252 1,625,090 1.7% 282 merger) businesses Total shares 37,500,000 100.0% 6,506 20,487,914 100.0% 9,271 97,348,992 100.0% 16,890 issued Note: Based on Mar. 28 closing price for Hyundai Glovis and merger price (W452,523) for Hyundai Mobis Source: Mirae Asset Daewoo Research

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Table 6. Valuation of Hyundai Glovis’ spun-off units (Wbn) New shares of Hyundai Glovis to be issued for Hyundai Mobis’ spun-off units Merged entity Shareholders Hyundai Mobis module and A/S Post-merger Hyundai Glovis Notes businesses # of shares Stake Value # of shares Stake Value Chung Mong-koo 1,426,766 7.0% 646 4,167,847 4.3% 723 +77 Chung Eui-sun 0 0.0% 0 0 0.0% 0 0 Hyundai Motors 0 0.0% 0 0 0.0% 0 0 Kia Motors 3,457,398 16.9% 1,565 10,099,700 10.4% 1,752 +188 Hyundai Steel 1,158,602 5.7% 524 3,384,492 3.5% 587 +63 Hyundai Motor Chung Mong-Koo 0 0.0% 0 0 0.0% 0 0 Foundation Hyundai Glovis 138,130 0.7% 63 403,502 0.4% 70 +8 Hyundai Mobis module and A/S 556,312 2.7% 252 1,625,090 1.7% 282 +30 businesses Total shares issued 20,487,914 100.0% 9,271 59,848,992 61.5% 10,384 +1,113 Note: Based on Mar. 28 closing prices Source: Mirae Asset Daewoo Research

On March 28th, the market cap of Hyundai Mobis and Hyundai Glovis stood at W25.5tr and W6.5tr, respectively. Based on the merger price of W452,523, Hyundai Mobis’ spun-off businesses are valued at W9.3tr, which leaves the surviving entity’s market cap at W16.2tr.

Meanwhile, based on the merger ratio and Hyundai Glovis’ share price of W173,000, as of March 28th, the current value of Hyundai Mobis’ spun-off businesses is estimated at W10.4tr. In light of Hyundai Mobis’ current price, the company’s market cap has a 4.4% upside, theoretically. Going forward, Hyundai Mobis’ share price will likely reflect, albeit only partly, Hyundai Glovis’ post-merger share performance.

3) Expected impact on ownership structure

Hyundai Motor Group (HMG) now appears to have established an ownership structure centered on Hyundai Mobis’ surviving entity. Via the spinoff/merger, the group will be able to unwind all of its four circular shareholding loops. In addition, as Hyundai Glovis’ largest shareholders will completely dispose of their shares, the risks associated with related-party transactions will be removed.

Table 7. Post spinoff/merger stock transfer plans

Date Acquirer Seller Stocks to be transferred Transaction price Remark s Transactions shall be completed Kia Motors Chung Entire (or an agreed portion of) The agreed price based on post Share within two months from two days Mong- common shares of Hyundai spinoff/merger shares prices of Hyundai swap after the listing of Hyundai Mobis’ koo, Glovis held by Chung Mong-koo Mobis and Hyundai Glovis and external surviving entity and Hyundai Glovis’ Chung and Chung Eui-sun after the institutions’ assessments merged entity; however, this period Eui -sun merger could be extended upon the Chung Kia Entire (or an agreed portion of) agreement of concerned parties Mong-koo, Motors common shares of Hyundai Chung Eui- Mobis held by Kia Motors after sun the merger Chung Hyundai Entire (or an agreed portion of) Based on the closing price of Hyundai Mobis Share Mong-koo, Steel common shares of Hyundai as of the transaction resolution date transfer Chung Eui- Mobis held by Hyundai Steel sun after the merger Chung Hyundai Entire (or an agreed portion of) Based on the closing price of Hyundai Mobis Mong-koo, Glovis common shares of Hyundai as of the transaction resolution date Chung Eui- (after Mobis held by Hyundai Glovis sun merger) after the merger

Source: DART, Mirae Asset Daewoo Research

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Figure 3. Ownership structure after biggest shareholders’ Figure 2. Post-spinoff/merger ownership structure share transfers

Source: Company data, Mirae Asset Daewoo Research

Spin-offs and mergers require 46.7-53.3% affirmative votes

On May 29th, Hyundai Mobis and Hyundai Glovis will hold extraordinary meetings of shareholders for the approval of the spinoff and merger. Mergers and spin-offs are subject to the approval of a special resolution by a majority of shareholders. According to Article 434 of Korea’s Commercial Act, a special resolution requires the affirmative vote of two- thirds of the shareholders present (in person or by proxy) at a shareholders’ meeting (comprising at least one-third of total issued shares).

At the shareholders’ meeting to decide Hyundai Heavy Industry Group’s conversion to a holding company structure on February 27th, 2017, approximately 66.01% of shareholders were present (in person or by proxy). For the meeting to approve the merger between and C&T on July 17th, 2015, the attendance rate reached 83.57%. For a controversial, highly-publicized merger/spin-off, we would expect the shareholders’ meeting attendance rate to reach 70-80%. Accordingly, HMG would need affirmative votes from 46.7- 53.3% of shares with voting rights. Currently, affiliated parties hold 31% of Hyundai Mobis and 51.4% of Hyundai Glovis. Thus, Hyundai Mobis would need to gain consent from at least 15% of outside shareholders.

Table 8. Quorum requirements for shareholders’ meeting Purpose For conducting a meeting For resolution

Affirmative vote of majority Ordinary Electing BOD/BOA and deciding their Affirmative vote of at least one- of members present in resolution pay, approving financial statements, etc. quarter of total issued shares person or by proxy Alteration of memorandum, transfer of Affirmative vote of at least Special whole or part of business division, Affirmative vote of at least one- two-thirds of the members resolution dismissal of BOD/BOA, approval of third of total issued shares present in person or by company split or merger proxy Source: Mirae Asset Daewoo Research

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Figure 4. Minimum shares required to approve special resolution (varies by attendance rate)

(%) 100100100 100 Stake needed for approval 909090 Largest shareholder and affiliated persons Shareholder attendance 808080 33.3 80 707070 30.0 606060 26.7 60 Attendance rate 505050 23.3 51.4 20.0 80% 70% 40 16.7 31.0 60% 66.7 60.0 53.3 46.7 20 40.0 33.3

0 1 2 3 4 5 6 Hyundai Mobis Hyundai Glovis

Source: Mirae Asset Daewoo Research

Table 8. Major merger schedule Merger agreement 3/28/2018 Book closure 4/12 Start 4/13 Book closure End 4/20 Notice of shareholder Start 5/14 intent to exercise appraisal rights End 5/28 Shareholders’ meeting 5/29 Exercise of appraisal Start 5/29 rights End 6/18 Creditor’s notice of Start 5/29 objection End 6/29 Effective date of merger 7/1 General shareholders’ meeting for the report 7/2 of merger conclusion Merger registration (tentative) 7/2 Source: DART, Mirae Asset Daewoo Research

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Figure 5. HMG’s ownership structure (present)

Source: Mirae Asset Daewoo Research

Figure 6. HMG’s ownership structure (post-merger)

Source: Mirae Asset Daewoo Research

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APPENDIX 1

Important Disclosures & Disclaimers

Stock Ratings Industry Ratings Buy : Relative performance of 20% or greater Overweight : Fundamentals are favorable or improving Trading Buy : Relative performance of 10% or greater, but with volatility Neutral : Fundamentals are steady without any material changes Hold : Relative performance of -10% and 10% Underweight : Fundamentals are unfavorable or worsening Sell : Relative performance of -10% Ratings and Target Price History (Share price (─), Target price (▬), Not covered ( ■), Buy (▲), Trading Buy (■), Hold (●), Sell ( ◆)) * Our investment rating is a guide to the relative return of the stock versus the market over the next 12 months. * Although it is not part of the official ratings at Mirae Asset Daewoo Co., Ltd., we may call a trading opportunity in case there is a technical or short-term material development. * The target price was determined by the research analyst through valuation methods discussed in this report, in part based on the analyst’s estimate of future earnings. * The achievement of the target price may be impeded by risks related to the subject securities and companies, as well as general market and economic conditions.

Equity Ratings Distribution & Investment Banking Services Buy Trading Buy Hold Sell Equity Ratings Distribution 75.50% 16.00% 8.50% 0.00% Investment Banking Services 62.50% 33.33% 4.17% 0.00% * Based on recommendations in the last 12-months (as of December 31, 2017)

Disclosures As of the publication date, Mirae Asset Daewoo Co., Ltd. has acted as a liquidity provider for equity-linked warrants backed by shares of Hyundai Glovis, Hyundai Mobis as an underlying asset, and other than this, Mirae Asset Daewoo has no other special interests in the covered companies.

Analyst Certification The research analysts who prepared this report (the “Analysts”) are registered with the Korea Financial Investment Association and are subject to Korean securities regulations. They are neither registered as research analysts in any other jurisdiction nor subject to the laws or regulations thereof. Each Analyst responsible for the preparation of this report certifies that (i) all views expressed in this report accurately reflect the personal views of the Analyst about any and all of the issuers and securities named in this report and (ii) no part of the compensation of the Analyst was, is, or will be directly or indirectly related to the specific recommendations or views contained in this report. Mirae Asset Daewoo Co., Ltd. (“Mirae Asset Daewoo”) policy prohibits its Analysts and members of their households from owning securities of any company in the Analyst’s area of coverage, and the Analysts do not serve as an officer, director or advisory board member of the subject companies. Except as otherwise specified herein, the Analysts have not received any compensation or any other benefits from the subject companies in the past 12 months and have not been promised the same in connection with this report. Like all employees of Mirae Asset Daewoo, the Analysts receive compensation that is determined by overall firm profitability, which includes revenues from, among other business units, the institutional equities, investment banking, proprietary trading and private client division. At the time of publication of this report, the Analysts do not know or have reason to know of any actual, material conflict of interest of the Analyst or Mirae Asset Daewoo except as otherwise stated herein.

Disclaimers This report was prepared by Mirae Asset Daewoo, a broker-dealer registered in the Republic of Korea and a member of the . Information and opinions contained herein have been compiled in good faith and from sources believed to be reliable, but such information has not been independently verified and Mirae Asset Daewoo makes no guarantee, representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of the information and opinions contained herein or of any translation into English from the Korean language. In case of an English translation of a report prepared in the Korean language, the original Korean language report may have been made available to investors in advance of this report. The intended recipients of this report are sophisticated institutional investors who have substantial knowledge of the local business environment, its common practices, laws and accounting principles and no person whose receipt or use of this report would violate any laws or regulations or subject Mirae Asset Daewoo or any of its affiliates to registration or licensing requirements in any jurisdiction shall receive or make any use hereof. This report is for general information purposes only and it is not and shall not be construed as an offer or a solicitation of an offer to effect transactions in any securities or other financial instruments. The report does not constitute investment advice to any person and such person shall not be treated as a client of Mirae Asset Daewoo by virtue of receiving this report. This report does not take into account the particular investment objectives, financial situations, or needs of individual clients. The report is not to be relied upon in substitution for the exercise of independent judgment. Information and opinions contained herein are as of the date hereof and are subject to change without notice. The price and value of the investments referred to in this report and the income from them may depreciate or appreciate, and investors may incur losses on investments. Past performance is not a guide to future performance. Future returns are not guaranteed, and a loss of original capital may occur. Mirae Asset Daewoo, its affiliates and their directors, officers, employees and agents do not accept any liability for any loss arising out of the use hereof. Mirae Asset Daewoo may have issued other reports that are inconsistent with, and reach different conclusions from, the opinions presented in this report. The reports may reflect different assumptions, views and analytical methods of the analysts who prepared them. Mirae Asset Daewoo may make investment decisions that are inconsistent with the opinions and views expressed in this research report. Mirae Asset Daewoo, its affiliates and their directors, officers, employees and agents may have long or short positions in any of the subject securities at any time and may make a purchase or sale, or offer to make a purchase or sale, of any such securities or other financial instruments from time to time in the open market or otherwise, in each case either as principals or agents. Mirae Asset Daewoo and its affiliates may have had, or may be expecting to enter into, business relationships with the subject companies to provide investment banking, market-making or other financial services as are permitted under applicable laws and regulations. No part of this document may be copied or reproduced in any manner or form or redistributed or published, in whole or in part, without the prior written consent of Mirae Asset Daewoo.

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