2. The costs of lawsuit shall be borne by the Plaintiff.

A. The Plaintiff is a shareholder holding 83,500 shares out of 180,000 shares with voting rights issued by the Defendant (46.39%). On December 3, 2013, the Plaintiff sent to the Defendant and the Defendant’s directors by means of content-certified mail an official document stating that “the exercise of shareholder right and the demand for a concentrated voting system” was “the exercise of shareholder right” as follows.

3. The plaintiff as the majority shareholder of the defendant would make a claim for the exercise of shareholder's right to make a proposal and for a concentrated voting system against the agenda, agenda, etc. set forth below at the regular shareholders' meeting of the defendant at the 50th (from November 1, 2012 to October 31, 2013). The shareholder proposal at the 1-1th proposal for the appointment of four directors: (other than outside directors) No. 1-2 proposal for the appointment of director C directors: (other non-outside directors) No. 1-1 proposal for the appointment of director candidates: (other non-outside directors) No. 1-1 proposal for the appointment of director candidates: (other than outside directors) No. 50 of the defendant's proposal for the concentrated voting on May 1, 200 for the candidate for director candidates at the 2nd general shareholders' meeting of the defendant's 50th (other than outside directors).

B. On December 13, 2013, the Defendant held a board of directors on December 13, 2013, and resolved to revise and add the proposal items as above to the following contents:

1. ② Addition putting up the cases of appointing other non-executive directors on the agenda of “other non-executive directors” among the subject matters of the general meeting of shareholders; ② putting up the cases of a resolution of four “other non-executive directors appointment number” when the agenda is resolved; ③ above Ⅱ putting up the cases of appointing other non-executive directors from among the candidates for other non-executive directors where the agenda is resolved.

C. On December 26, 2013, the Defendant notified shareholders of the following items: (a) and (b) of the notice of convening a general meeting of shareholders of the instant case: (b) the notice was given to shareholders of the instant case.

The proposal subparagraph 4: (1) The case of appointment of the director at the expiration of the term of office of director B: (2) the case of appointment of the director candidate B (attached Form 2) the director candidate for the director at the expiration of the term of office of director B (hereinafter referred to as “other non-executive director”) and the case of appointment of the director “other non-executive director”; (2) the case of resolution of the number of appointment of the “other non-executive director” if the above proposal is adopted, 4 (4) the number of appointment of the stockholder proposal “other non-executive director”. (3) the case of appointment of the director at the meeting of the above two (1) the number of directors calculated by adding the number “other non-executive directors” and one director at the meeting of the above (1) to the total number of the appointment of the director at the meeting of the director at the expiration of the term of office of director; (4) the case of appointment of the director at the meeting of attached Form 4 including “other non-executive director recommended”, 3) the list of candidates, 3 (2) the list of candidates.

D. At the 50th regular general meeting of shareholders held on January 14, 2014 (hereinafter referred to as the “instant general meeting of shareholders”), the Chairman first presented the proposal of subparagraph 4 before the proposal of subparagraph 1. The Plaintiff asserted that the proposal of the shareholder was a violation of law and did not exercise the voting right. Accordingly, among the (ii) proposals, the proposal was rejected as ① 46.39% (83,500 shares) of the number of shareholders present at the meeting of 180,000 shares among the 180,000 shares, and ② 3) the proposal was not referred to the voting.

E. Since then, the above (1) proposal was presented and passed, and B was appointed as the Defendant’s internal director.

[Ground of recognition] Facts without dispute, Gap evidence 1 through 6, 8, Eul evidence 1 and 2 (including each number), the purport of the whole pleadings

2. Determination as to the cause of action

A. The plaintiff's assertion

1) The Plaintiff considered the case of appointment of four directors and the case of appointment of the pertinent director as the subject matter of shareholders’ proposal. The president of the instant shareholders’ meeting did not present the Plaintiff’s proposal to the shareholders’ general meeting as they are, and added the case of appointment of other non-executive directors and the case of number of appointment of other non-executive directors under the premise thereof, and the above agenda was resolved by means of a general resolution. The above agenda is not limited to the upper limit of the number of directors, but has the same effect as the modification of the articles of incorporation, which is the special resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the shareholders’ general resolution of the company.

2) In addition, the Plaintiff’s proposal is a case of appointment of four directors, and it is merely the fact that the Plaintiff recommended four candidates to serve as other non-executive directors. It is unlawful to separate the cases of appointment of internal directors and other cases of appointment of non-executive directors at the time of appointment of directors from the case of appointment of directors to a separate agenda. Ultimately, the Defendant should have selected and appointed four candidates as proposed by the shareholders and four candidates as proposed by the board of directors from among the total three candidates as proposed by the board of directors. In short, the Plaintiff’s appointment of only one director from among the candidates as proposed by the board of directors is unlawful by infringing the shareholder proposal and the centralized voting system.

3) Therefore, in a resolution to appoint B at the general meeting of shareholders of this case, the contents or methods of the resolution violate the statutes (Articles 363-2 and 382-2 of the Commercial Act) or the articles of incorporation, and there exists grounds for invalidation or revocation.

B. Determination

1) Article 363-2(1) of the Commercial Act provides that a shareholder who holds no less than 3/100 of the total issued and outstanding shares, excluding nonvoting shares, may propose that a director make a subject matter of the general meeting of shareholders in writing or by electronic document six weeks prior to the date on which the general meeting of shareholders is held. Article 363-2(3) of the Commercial Act provides that a director shall report to the board of directors, if a shareholder proposal is made under paragraph (1) of the same Article, and the board of directors shall make such a subject matter of the general meeting of shareholders, except in cases where a shareholder proposal violates Acts and subordinate statutes or the articles of incorporation or where prescribed by Presidential Decree. Accordingly, Article 12 of the Enforcement Decree of the Commercial Act provides that (1) of the Commercial Act provides that a director shall make another proposal within three years from the date on which he/she rejected a resolution only less than 10/100 of the voting rights of a general meeting of shareholders.

As seen earlier, the Plaintiff is a shareholder holding more than 3/100 of the total number of shares issued by the Defendant. According to the evidence No. 7, the Defendant’s articles of incorporation does not have a provision excluding a concentrated voting system, and there is no provision stipulating the maximum number of directors in addition to the provision that the number of directors should be more than 3, and there is no evidence suggesting that the contents of the Plaintiff’s proposal violate Acts and subordinate statutes or the articles of incorporation, or constitutes a ground for rejection under Article 12 of the Enforcement Decree of the Commercial Act. Thus, the Defendant should, in principle, submit the Plaintiff’s proposal as an agenda item as prescribed by the Commercial Act concerning the shareholder proposal right and concentrated voting.

However, the defendant did not present the contents of the plaintiff's proposal as it is at the general meeting of shareholders, and first of all, decided whether to appoint other non-executive directors by a resolution of the general meeting of shareholders, and if other non-executive directors are appointed, the number of appointment should be four. However, the plaintiff's proposal was modified so that the resolution of appointment of directors can be made by the method of concentrated voting on the candidates recommended by the plaintiff or the defendant's board of directors. In this case, unlike the time the plaintiff's proposal proposal was presented as it is, as long as the plaintiff failed to secure the majority of voting rights, the intensive voting of the candidates recommended by the plaintiff could not be made. Therefore, it is reasonable to view that the defendant's modified agenda as mentioned above is unlawful because it deviates from the purport of the provisions of the shareholder proposal right and concentrated voting under the Commercial Act.

2) However, even if the defendant's above modified agenda item was illegal, in order to find that the resolution that appointed B as director at the general meeting of shareholders of this case was null and void or void, the modified agenda item must have any unlawful impact on B, and in light of the following circumstances, which can be known in full view of the sales laws and regulations, the above resolution with respect to B was made separately from the plaintiff's shareholder proposal, and it cannot be said that there was any error of law in dividing inside directors and other non-executive directors, and therefore, the plaintiff's assertion that there was a nullity or revocation of the resolution that appointed B as director at the general meeting of this case as the company director is without merit.

① Article 317(2) Subparagraph 8 of the Commercial Act, which was amended on January 30, 2009 and enforced on February 4, 2009, provides that “in-house directors, outside directors, and other directors who are not engaged in regular business” shall be separately registered among the matters of registration of incorporation of a stock company.

(2) While internal directors are directors engaged in daily business of the company, other non-executive directors are directors who are not engaged in regular business except outside directors and do not apply to various restrictive requirements under Article 382(3) of the Commercial Act, which is applied to outside directors. Therefore, both parties need to be separately appointed.

(3) The method of appointing internal directors and other non-executive directors by dividing them into internal directors and other non-executive directors may have several ways, including from the beginning, a method of appointing internal directors and other non-executive directors by dividing them into internal directors and other non-executive directors; and an additional method of appointing them at the general meeting of shareholders or the board of directors by dividing them into internal directors and other non-executive directors. Barring special circumstances such as the existence of a separate shareholder proposal, there is no problem that the Defendant, according to the resolution of the board of directors, divided them into the “case of appointing internal directors” and “cases of appointing non-executive directors” into the “case of appointing non-executive directors”.

④ Even based on the Plaintiff’s proposal, it is sufficient for the Defendant to present a “other four directors who will act as non-executive directors by means of a concentrated vote.” Thus, it is sufficient for the Defendant to include the above four directors as candidates and appoint them as candidates by means of a concentrated vote, and there is no obligation to make a resolution as a concentrated vote system in addition to the cases of appointment of internal directors for non-executive directors for non-executive directors for non-executive directors.

⑤ On the other hand, among the phrases stated in the notice of convening the general meeting of shareholders in this case, the part of 'election of the number of non-corporate directors equivalent to the number of elective directors decided upon if the proposal is passed and one of the above 'in-house directors' shall be read to mean that 5 of the total 7 directors consisting of 'in-house directors B and 6 of the 'in-house directors' candidates, 'in-house directors', 'in-house directors', 'in-house directors', 'in-house directors', 'in-house directors', 'in-house directors', 'in-house directors', 'in-house directors', 6 of the 'in-house directors' candidates', including 'in-house directors', 'in-house directors', 'in-house directors', 'in-house directors', 'in-house candidates', 'in-house directors', 'in-house candidates', 'in-house directors', '5 of other '.

3. Conclusion

Therefore, the plaintiff's primary and conjunctive claims are all dismissed, and it is so decided as per Disposition.

Judges Kim Sung-jin

Maximum Judge

2) Guidance on the method of registration of directors following the amendment of the Commercial Act among the publicly announced matters of the Supreme Court Internet registry office (as of February 4, 09)