2. The costs of appeal shall be borne by the plaintiff.

A. On December 22, 2000, the National Bank prior to the merger (hereinafter “National Bank”) and the Korea Housing and Commercial Bank (hereinafter “Housing Bank”) established a merger promotion committee consisting of six directors, one non-standing director, one advisory officer, and six professors of the two banks to facilitate the merger. The above merger promotion committee established a National Bank and the Housing Bank by combining the National Bank and the Housing Bank; the name of the newly established bank shall be “National Bank of Korea”; the merger ratio shall be 1.68346% of the common stocks of the National Bank of Korea; the president of the newly established bank shall be appointed by the relevant legal procedures in accordance with the proposal of the merger promotion committee; and the bank entered into the merger contract on April 23, 201 after the resolution of the board of directors.

B. On September 29, 2001, the Korean National Bank approved the instant merger contract with the shareholders holding 250,196,515 shares (82.49% of the total number of issued voting shares) in the presence of the shareholders holding 303,305,62 shares, such as the attendance at the general meeting of shareholders and the approval for the merger, at the meeting of the Korea Chamber of Commerce and Industry (hereinafter “instant general meeting of shareholders”) located in Nam-gu, Seoul, Seoul, and 4. The Korean National Bank approved the instant merger contract with the consent of the shareholders holding 250,196,515 shares (82.49% of the total number of issued shares), and the Housing Bank also held a special general meeting of shareholders. The Korean National Bank and the Housing Bank established the merger on October 26, 201 with the approval of the merger, and completed the merger of the Korean National Bank and the Korean Housing Bank (hereinafter “Defendant Bank”) on November 1, 2001.

C. On November 1, 2001, the board of directors of the defendant bank was appointed as the president of the defendant bank, with the recommendation of the committee for recommending candidates composed of outside directors of the defendant bank.

D. The Plaintiff is a shareholder of a national bank and a member of a national bank trade union (hereinafter “labor union”).

[Ground of Recognition] Unstrifed Facts, Gap's evidence 15 through 18, 26, 28, 32, 33, 41, 50, 53, Gap's evidence or 5 through 9, Eul's evidence, 3, 4, 7, 8, 15, and 15 (including additional numbers) respectively.

2. Determination as to the legitimacy of the modification of the lawsuit

The Plaintiff filed the instant lawsuit on March 19, 2001 (hereinafter “instant lawsuit”) and sought revocation, etc. of the promotion of a merger between the National Bank and the Housing Bank. Upon entering into the instant merger contract on April 23, 2001, the National Bank and the Housing Bank changed the claim to withdraw the merger on May 25, 2001, and again, on September 29, 2001, the resolution on the approval of the merger (hereinafter “the instant resolution on the approval of the merger”) was adopted at the temporary general shareholders’ meeting of the National Bank on September 10, 201, the Plaintiff changed the claim to seek confirmation and non-existence of the said resolution on October 10, 201, which was after the registration of the merger between the National Bank and the Housing Bank was completed, and the alteration of the purport of the instant merger to the President of the Housing Bank and the Housing Bank to the effect that the Plaintiff’s claim to invalidate the merger after the alteration of the claim to the same effect as the Plaintiff’s resolution on November 24, 2001.

Even if the plaintiff changed his claim during the process of the merger in this case, such as the conclusion of the merger contract, the resolution of approval of the merger, and the registration of the merger, the purpose of the plaintiff to achieve the lawsuit in this case is to prevent the merger between the national bank and the housing bank. Thus, a substantial dispute interest between the purport of the claim prior to the change in this case and the purport of the claim subsequent to the change in this case shall be common, and the records of the lawsuit in this case shall also be common to the extent that it justified the continuous implementation of the deliberation between the applicant and the old claim. Therefore, the plaintiff's change in the lawsuit in this case is legitimate

3. Determination as to whether the lawsuit seeking confirmation of invalidity of the board of directors resolution is legitimate

On November 1, 2001, the Plaintiff asserted that a resolution to appoint Kim Jong-tae as a president is null and void at the board of directors of the Defendant Bank, and sought nullification thereof.

However, it is evident that the fact that Kim Jong-Un, who was the president of the defendant bank, retired from office, and that the appointment registration was completed on November 2, 2004 at the general meeting of shareholders after the appointment of the non-party 3 as the president of the defendant bank. In such a case, where the plaintiff is appointed and completed the appointment registration after the resolution of appointment of Kim Jong-Un as the president of the board of directors seeking confirmation of its invalidity was adopted by the new resolution of a valid general meeting of shareholders, barring special circumstances such as where the new resolution of the general meeting of shareholders is non-existent or invalid due to procedural defects other than the defect of the general meeting called the general meeting convened by the non-entitled person, or where the resolution of the board of directors who was appointed as the president of the defendant bank is revoked, even if the resolution of the former Kim Jong-Un was invalid, it shall be deemed that the plaintiff's claim for confirmation lacks the protection requirements of rights as the lawsuit for confirmation (see Supreme Court Decision 296Da309, Oct. 11, 1996).

4. Judgment on the Plaintiff’s claim for invalidity of the merger of this case

The plaintiff argues that the merger between the National Bank and the Housing Bank is null and void, and the following arguments are asserted as the grounds for nullification, and this is divided into the grounds for nullification and other grounds for nullification related to the general meeting of shareholders.

(1) Grounds for invalidation concerning shareholders' general meeting

(A) The assertion that the selection of a general meeting of shareholders by the National Bank is unlawful

① Plaintiff’s assertion

The national bank has completed the general meeting of shareholders for approval of merger agreement until October 2001, and it was 20 or more days earlier as the general meeting of shareholders on September 29, 2001. This day is a Saturday and the end of the week, the end of the month, and the end of the quarter overlaps with the attendance of the minority shareholders who hold more than a majority of the total stocks. Thus, the national bank intentionally interferes with the exercise of shareholders' rights.

(2) Judgment

There is no evidence that the National Bank intentionally decided September 29, 2001 as the general meeting of shareholders in order to prevent the exercise of the rights by the minority shareholders, and even if there were circumstances where it is somewhat difficult to attend the general meeting of shareholders due to the reasons for the plaintiff's domestic argument, it is difficult to view that there was any defect in the general meeting of shareholders of this case

(B) The assertion that the procedure setting the date of the register of shareholders is unlawful

① Plaintiff’s assertion

Pursuant to Article 5 (6) of the Act on the Structural Improvement of the Financial Industry (hereinafter referred to as the “Financial Industry Act”), in order to close the stockholders’ list or set the basic date for the resolution of the merger of this case pursuant to Article 354 (1) of the Commercial Act, the merger of this case shall be null and void since the date of closure or set of the basic date for the resolution of the merger of this case is not less than seven days prior to the said date. In this case, the housing bank shall be announced in two or more daily newspapers; the housing bank shall be determined on July 27, 2001; and the national bank shall be determined on August 8, 2001 as of July 30, 200, while the public notice of the above contents was not made in two or more daily newspapers.

(2) Judgment

According to the evidence Nos. 23-1 through 4 of the evidence Nos. 23, it can be recognized that the national bank posted the "public notice of the suspension of transfer of shares and the suspension of transfer of shares" of the content that the housing bank posted the "public notice of the date and the suspension of transfer of shares" on July 31, 2001 and the "Public Notice of the Change of Transfer of shares" on July 28, 2001 and the "Public Notice of the Second Public Notice of the Day" on July 28, 2001.

(C) The allegation that the notice of shareholders' general meeting was illegal

① Plaintiff’s assertion

On September 21, 2001, the National Bank of Korea issued a notice of convening a general meeting of shareholders to shareholders on September 21, 2001, eight days before the general meeting of shareholders of this case, but Article 5(4) of the Financial Industry Act, which allows shareholders to give notice of convening a general meeting of shareholders, applies only to the merger of insolvent financial institutions, and the merger of this case, which is not the merger of insolvent financial institutions, cannot be applied. Thus, the notice of convening a general meeting of shareholders of the National Bank is unlawful against Article 363(1) of the Commercial Act, which

(C) Even if the merger of the instant case applies, the notice of convening a general meeting of shareholders of the National Bank is given two weeks prior to the general meeting of shareholders under the Articles of the National Bank's articles of incorporation.

In accordance with Article 174-6 (5) of the Securities and Exchange Act, a domestic beneficial shareholder whose name is the Korea Securities Depository on the register of shareholders of a national bank shall express his/her intent to exercise voting rights to the Korea Securities Depository by September 24, 2001, which is five days before the general meeting of shareholders is held, pursuant to Article 174-6 (5) of the Securities and Exchange Act. Considering the wind that is sent to beneficial shareholders on September 21, 2001, a notice for convening a general meeting of shareholders of a national bank is practically impossible for domestic beneficial shareholders to express their intent to the Korea Securities Depository by September 24, 2001. In this respect, the notice for convening a general meeting of shareholders of a national bank is unlawful.

(2) Judgment

The instant Financial Industry Act aims to contribute to the balanced development of the financial industry by supporting the structural improvement of the financial industry, such as the merger, conversion, and reorganization of financial institutions, promoting sound competition between financial institutions and raising the efficiency of financial business. The merger between superior financial institutions, such as the merger of this case, shall also be deemed to fall under the category of structural improvement of the financial industry and enhancing the efficiency of financial business. In addition, in light of the fact that the Financial Industry Act provides separate provisions in Chapter III of the Financial Industry Act for the reorganization of insolvent financial institutions, it shall not be deemed that the said Act applies only to the merger of non-financial institutions, which have received government subsidies or which has not been applied only to the merger of financial institutions.

In addition, Article 5(4) of the above Act, which allows a notice of convening a convocation seven days prior to the general meeting of shareholders, was newly established to the effect that the period required for the merger procedure of financial institutions will be reduced in order to systematically support the restructuring of the financial industry on September 14, 1998, which was after the IMF, and this shall take precedence over Article 363(1) of the Commercial Act. Thus, since the national bank's notice of convening a convocation on September 21, 2001, which was eight days prior to the general meeting of shareholders of this case, is legitimate in accordance with Article 5(4) of the Financial Services and Capital Markets Act.

(b) Next, according to Article 5 (2) of the Addenda to the Geumsan Act (No. 5549, September 14, 1998), the notice of convening a general meeting of shareholders of a financial institution shall be governed by the above provision of the Act if it is otherwise stipulated in Article 5 (4) of the above Act. Thus, the notice of convening a general meeting of shareholders of this case shall only be applied to the notice of convening a general meeting of shareholders of this case,

Finally, it is somewhat imminent in light of the date necessary for the notification of convening a general meeting of shareholders to the Korea Securities Depository (hereinafter “Deposit”) under the Securities and Exchange Act (amended by Act No. 6623, Jan. 26, 2002; hereinafter the same). However, according to the evidence No. 4-2, a national bank attached the notice of convening a general meeting of shareholders to “the voting right of the beneficial shareholder” while attaching the notice of convening a general meeting of shareholders. This notice may be acknowledged as having stated the Fax number of the Depository, along with the phrase that the notification of convening a general meeting of shareholders can be made by facsimile. Considering this, it is not impossible for the beneficial shareholder to express his/her intention to the Depository by September 24, 2001, and it cannot be said that the notification of convening a general meeting of shareholders would infringe on the voting right of the beneficial shareholder directly to the Korea Securities Depository or by proxy on the date of convening a general meeting of shareholders. Thus, it cannot be said that the voting right of the beneficial shareholder would not be exercised directly to the Korea Securities Depository.

(D) The assertion that the National Bank interfered with the shareholders' exercise of rights at the place of shareholders' meeting.

① Plaintiff’s assertion

The National Bank set up the public door of preventing the attendance of the union members who have one week a week to the police and set up the site of the general meeting of shareholders by using police-related force, thereby illegally preventing the position of the general meeting of shareholders. On the same day, the National Bank did not implement all procedures to confirm the qualification of the shareholders or agents, and entered the general meeting of shareholders through the underground secret passage for only part of the employees who are not specific shareholders and shareholders, without implementing all the procedures to confirm the qualification of the shareholders or agents.

(C) A person, other than the shareholders, entered the general meeting of shareholders, who is called “I,” and “I do not have any objection” in the process of voting on the agenda, and was engaged in the conduct of shareholders, such as drinking and drinking. This would interfere with the legitimate exercise of shareholders’ rights by the National Bank.

(2) Judgment

According to the evidence evidence Nos. 36, 40, and evidence Nos. 63-1, 2, 65, 66, A or 4, 10 or 13 (including the number of evidence Nos. 1, 66, and 10 or 13 of the evidence Nos. 63, Non-Party 2’s testimony by Non-Party 2 of the first instance trial, Non-Party 4’s testimony by Non-Party 4 of the first instance trial witness, and the video tape verification by the court of first instance, the police dispatched at the request of the National Bank of Korea on the date of the general meeting of shareholders can be recognized as a fact that the police dispatched at the request of the National Bank of Korea on the date of the general meeting of shareholders prevents the view of the Chairperson of the National Bank of Korea by blocking the shareholders’ confirmation counter of the former general meeting of shareholders. However, it is difficult to view the above recognition alone that the National Bank unlawfully

Rather, comprehensively taking account of the evidence and the purport of the entire pleadings stated above as evidence Nos. 1 through 3, 5, 61, 56, 5, 6, 9 through 11 (including paper numbers) of the above-mentioned merger, the National Bank and the Housing Bank Trade Union against the merger of 15,000 members of the National Bank were taking an action of opposing the merger by such methods as crypation at the National Bank Training Institute. On the last stage of the merger agreement approved by the shareholders of the two banks, the National Bank Trade Union of Korea issued 9,00 copies of 13,214 shares in its possession from the National Bank, and divided them to its members, 5, 61, 61, 9, and 11, 11, 1000, 200, 200, 200, 300, 300,000,000,000,000,00).

According to the above facts, it is reasonable to view that the trade union's act of allowing the union members to exercise their voting rights by dividing 9,00 copies of 13,214 shares of the shares owned by it into one share of 13,214 shares by union members. However, even if the representative of the trade union held a non-united exercise of voting rights guaranteed by the Commercial Act, it is sufficient to hold the general meeting of shareholders, and even if the representative of the trade union held a 13,214 share of the shares, he/she would not be able to prevent the union members holding the 9,00 share of 9,00 shares from exercising voting rights by obtaining a letter of attendance and allowing the union members holding the 9,214 share of the shares to exercise voting rights. It can be viewed that the national bank closed the entrance of the general meeting of shareholders on the day of the general meeting of shareholders and prevented the union members from holding

In full view of the overall purport of the pleading in the testimony of Non-Party 5 of the witness of the party branch, the fact that the national bank did not properly implement the procedure to confirm the qualification of the shareholder or agent who entered the general meeting of shareholders can be acknowledged. However, according to the evidence Nos. 36, the statement No. 63, the testimony of Non-Party 2 and Non-Party 6, and the video tape verification of the court of first instance, some shareholders, representatives, and persons related to the general meeting of shareholders can be acknowledged as having entered the general meeting of shareholders through a separate passage after receiving guidance from the national bank's side. This can be deemed as an inevitable measure taken by the national bank to proceed with the general meeting of shareholders by entering the shareholders or agent of the person who is confirmed as the shareholders or agent and the person related to the general meeting of shareholders. Accordingly, the above facts alone cannot be deemed as having any defect that could invalidate the merger of this case in relation to the position of the general meeting of shareholders.

(E) The assertion that there is a defect in the voting method of the general meeting of this case

① Plaintiff’s assertion

The voting method of the general meeting of shareholders is not only a full-time meeting, but also a voting procedure for each bill of the general meeting of shareholders, and the voting procedure for the voting without going through the procedure for the voting and ballot counting, although there was an objection against the bill of approval for the merger of this case, the voting method is illegal.

(2) Judgment

As to the voting method of the general meeting of shareholders, there is no provision in the relevant laws and the articles of incorporation of the National Bank, it shall be deemed that there is no way to confirm the intention of the shareholders present at the meeting, regardless of the number of times, flag, voting, or any other method. In the absence of any objection, it shall be deemed that there is a legitimate method to adopt the voting method by asking the shareholders whether they object to the vote or not.

According to the reasoning of the judgment below, the court below erred by misapprehending the legal principles on the resolution of the merger contract and the resolution of the court below, as otherwise alleged in the ground of appeal. It did not err by misapprehending the legal principles on the resolution of the merger contract and the resolution of the court below, as otherwise alleged in the ground of appeal. It did not err by misapprehending the legal principles on the resolution of the merger contract and the resolution of the court below, as otherwise alleged in the ground of appeal. It did not err by misapprehending the legal principles as to the dissenting opinion by misapprehending the legal principles as to the dissenting opinion. It did not err by misapprehending the legal principles as to the dissenting opinion by misapprehending the legal principles as to the majority opinion, as otherwise alleged in the ground of appeal.

(f) The assertion that the exercise of voting rights by the Depository is null and void

① Plaintiff’s assertion

In the instant case, Nonparty 6, an employee of the Depository’s general meeting of shareholders, exercised voting rights with respect to the stocks of a foreign beneficial shareholder and New York Bank DDR. The above Nonparty 6 did not submit the original documents proving that he/she is an agent of the shareholders to the National Bank until the resolution of the approval plan for merger contract on the date of the instant general meeting of shareholders. Moreover, Nonparty 6 did not express any intent at the time of voting even though he/she was delegated to express his/her opposition to the approval plan to some delegating persons, such as a foreign beneficial shareholder, even though he/she was delegated to exercise voting rights. Thus, the portion of exercise of voting rights by the Depository is null and void because a non-qualified person exercised voting rights or did not exercise voting rights.

(2) Judgment

In full view of the testimony and the purport of the entire arguments by Non-party 2 and Non-party 6 of the first instance trial, the Depository may recognize the fact that, prior to the instant general meeting of shareholders, prior to the instant general meeting of shareholders, the public bank notified the National Bank of the details of each agenda about the portion of voting rights exercised by the Depository, the public bank's general meeting of shareholders was aware of the fact that Non-party 6 was an employee in charge of exercising voting rights at the Depository. On the day of the public bank's general meeting of shareholders, Non-party 6 submitted documents related to the above general meeting of shareholders to the non-party 7 representative of the national bank, who is the working-level of the national bank's general meeting of shareholders, and confirmed that the foreign beneficial shareholder and the New York Bank DDR were a legitimate right holder to exercise voting rights. Thus, even if Non-party 6 was aware of his qualification to exercise voting rights at the national bank's general meeting of shareholders, the Depository was scheduled to exercise voting rights as notified in advance to the national bank's representative at the meeting of this case.

In addition, even if Nonparty 6 did not separately express his/her dissenting opinion delegated in the process of approval for merger contract, as seen earlier, Nonparty 6’s exercise of voting rights was planned in advance, and as long as the contents were reflected in the voting as they were, it shall be deemed that Nonparty 6 lawful exercise of voting rights as delegated by shareholders.

(G) Defect in documents related to exercise of voting rights

① Plaintiff’s assertion

As Nonparty 1, 2, 5, and 8 who exercised voting rights by proxy, exercised voting rights without submitting a document proving the power of representation on the day of the general meeting of shareholders, the exercise of voting rights by proxy is invalid.

(B) According to the articles of the National Bank's articles of incorporation, the non-party 1, 5, and 8 exercise voting rights without submitting a document proving the shareholder qualification. Thus, the exercise of voting rights by proxy is invalid.

In the event a national bank gives notice of convening a general meeting of shareholders, the proxy notified him/her of his/her power of attorney and a letter of attendance, but the shareholder Han Cement Industry Co., Ltd., the National Pension Fund Accounting Officer, Young Fast Co., Ltd., Young Life Insurance Co., Ltd., Alley Mangman, Alley Mangman, Alley Mangman and Alley Mangman (hereinafter the above two are collectively referred to as “Alley Mans”) and Nonparty 9, 10, 11, and 12’s agents did not submit a letter of attendance on the day of the general meeting of shareholders.

The agent of a personal shareholder who attends the meeting of stockholders must submit a copy of his/her identification card and the certificate of corporate personal seal impression to the National Bank, and the shareholder himself/herself must also submit a certificate of personal seal impression to the National Bank. Therefore, the exercise of voting rights that did not submit such documents is invalid.

(2) Judgment

Article 368(3) of the Commercial Act provides that “A shareholder shall exercise his/her voting right by proxy. In this case, his/her proxy shall submit a document proving his/her power of representation to the general meeting.” In full view of the testimony of Nonparty 1 through 15, 20, and 20 of the evidence No. 7-1 to 15, 20 of the evidence No. 7-20 of the witness No. 1 and Nonparty 2 of the first instance court, the inquiry results of the fact to Nonparty 5 of the first instance court and the purport of the whole pleadings, Nonparty 2 attended the general meeting of shareholders of the instant case to exercise his/her voting right by proxy, such as the deposit Depository, Han Cement Industry Co., Ltd., Ltd., the Cement Industry Co., Ltd., the National Pension Fund Accounting Co., Ltd., Youngbu Co., Ltd., Youngbu Life Insurance Co., Ltd., the representative’s power of proxy, etc., which was submitted to Nonparty 2 on the date when the general meeting of shareholders was presented.

(B) In addition, even if the National Bank stipulated in the articles of incorporation the qualification of proxy as a shareholder, it is due to the necessity of the National Bank to prevent outside person's involvement from impeding the order of the general meeting of shareholders. Thus, the restriction of proxy's proxy's voting right cannot be acknowledged against the provisions that recognize proxy's exercise of voting right, and rather, the National Bank must confirm the proxy qualification of a person who is not a shareholder and actively guarantee the exercise of voting right. The exercise of voting right is recognized regardless of the provisions of the articles of incorporation. The National Bank does not mention the limitation of proxy's qualification at the time of the notice of convening the general meeting of shareholders in this case, and instead, it can be recognized that the "written notice of convening voting right of a beneficial shareholder" attached to the notice of convening the general meeting of shareholders in this case stating that "the meaning of exercising voting right of a beneficial shareholder" is "the exercise of voting right by proxy of a third person, such as a shareholder, and thus, it shall not affect the validity of the voting right even if the defendant National Bank does not exercise voting right.

In order to prevent a disaster, and to exercise voting rights by proxy, the "written statement proving the power of representation" refers to the power of representation, and it is intended to verify that the National Bank will submit a letter of proxy along with the power of proxy. Thus, the National Bank's failure to submit a letter of proxy on the side of the National Bank to exercise voting rights by proxy does not affect the validity of the exercise of voting rights by proxy.

In addition, even if the shareholder himself/herself does not possess a letter of attendance, he/she shall undergo a procedure to verify the shareholder himself/herself through identification cards and whether he/she holds the same seal impression as that submitted to the National Bank. If the shareholder's agent is to receive a letter of delegation, whether the shareholder's personal information stated in the letter of delegation is the same as that of the shareholder's personal information submitted to the National Bank, whether the shareholder's seal imprint affixed to the power of delegation is the same as that of the shareholder's personal information submitted to the National Bank, and the process to verify the identity of the person through comparison of the proxy's personal information stated in the power of delegation is not necessary, in addition to this procedure, the shareholder's identity card

(h) Nonparty 2’s assertion that the exercise of voting rights by proxy is invalid

① Plaintiff’s assertion

In the instant case, Nonparty 2 exercised voting rights by proxy at the general meeting of shareholders of the instant case, which is a foreign shareholder. In the case of foreign shareholders, only a full-time agent may exercise voting rights by proxy pursuant to the Securities Business Supervision Act, but Nonparty 2 did not have a full-time agent of the Alley Mans. Thus, Nonparty 2’s exercise of voting rights by proxy is null and void because it violates the Securities Business Supervision Act.

(2) Judgment

The Securities Business Supervision Regulation (amended by the Financial Supervisory Commission No. 201-72 of Oct. 4, 2001) which was in force at the general meeting of shareholders of this case is prescribed by the Financial Supervisory Commission according to delegation of the Securities and Exchange Act and its Enforcement Decree, and Article 7-16(1) of the Supervision Regulation prohibits foreign shareholders from exercising their voting rights by proxy. In cases where a foreign shareholder appoints a full-time representative (the custody agency of a bank, securities company, etc. that keeps foreign shareholders' stocks under Article 7-15 of the Supervision Regulation) and then a foreign shareholder appoints a full-time representative (the full-time representative of a bank, securities company, etc. that keeps foreign shareholders' stocks under Article 7-15 of the Supervision Regulation), it should be deemed that a foreign shareholder intends to prevent uncertainty and confusion in the exercise of voting rights that may arise in cases where a foreign shareholder intends to appoint another person who is not a full-time representative and exercise his voting rights in advance. Therefore, it shall not be deemed that a foreign shareholder delegates the exercise of voting rights to a third party entrusted by a full-time representative.

In full view of the statements in Eul evidence 7-24 and 25 and the testimony of non-party 2 at the court of first instance, the general meeting of shareholders of this case can recognize the fact that the non-party 2 exercised his voting right again from the Seoul branch of Alley Manmanman Securities Company, a full-time representative of Alley Manss, by re-agent 2, the exercise of his voting right. Thus, the non-party 2's exercise of voting right by proxy is not in violation of the above supervisory regulations.

(i) The claim that the Korea Securities Depository’s exercise of voting rights on the shares of domestic beneficial shareholders is invalid.

① Plaintiff’s assertion

In principle, the Depository may exercise voting rights on the shares of beneficial shareholders deposited with the Depository 5 days prior to the general meeting of shareholders. However, in the resolution of the general meeting of shareholders on the approval of merger, the voting rights exercised by the Depository on the shares of domestic beneficial shareholders shall be null and void in the general meeting of shareholders on the approval of merger (Article 174-6 (5) 3 of the Securities and Exchange Act). Meanwhile, while the Financial Industry Act provides an exception for the Depository to exercise voting rights on the shares of domestic beneficial shareholders, the said Act is irrelevant to the Government’s provision of public funds, and is not applicable to the merger that is irrelevant to the structural improvement of insolvent financial institutions.

(1) Article 174-6 (5) of the Securities and Exchange Act (amended by Presidential Decree No. 17858, Sep. 24, 2001) provides that a beneficial shareholder shall express his/her intention to exercise voting rights to the Depository by September 24, 2001, in order for the Depository to exercise voting rights on the shares of a beneficial shareholder. The notice of convening the general meeting of shareholders of this case was sent on September 21, 2001, and it was impossible for the beneficial shareholder to express his/her intention to the Depository by September 24, 2001. As such, it is an unlawful exercise of voting rights infringing on the shareholder’s rights.

According to Article 174-6 (5) 4 of the Securities and Exchange Act, where a beneficial shareholder exercises voting rights directly or by proxy at a general meeting of shareholders, the Depository is prohibited from exercising voting rights. Since the number of shares held by a beneficial shareholder directly or through proxy on the date of the general meeting of shareholders in Korea deposited with the Depository is 4,387,158 shares held by the beneficial shareholder on the date of the general meeting of shareholders in this case, among the total shares held by the beneficial shareholder in Korea deposited with the Depository, the number of shares held by the beneficial shareholder is 7,387,158 shares, and the number of shares held by the Depository is 73,168,936 shares, but the Depository exercised voting rights over 75 million shares at the general meeting of shareholders in this case, and thus the exercise of voting rights is null and void. In addition, since shares of approximately 3,446,00 won are not reflected in the number of shares held by the general meeting of shareholders in this case and the number of shares held by the shareholders in this case.

(2) Judgment

The securities and Exchange Act restricts the exercise of voting rights by the Depository in the resolution of the general meeting of shareholders regarding the approval of merger contracts, as alleged by the Plaintiff. However, Article 5(10) of the Financial Services and Capital Markets Act permits the Depository to exercise voting rights on the stocks of the beneficial shareholders deposited in the event a financial institution makes a merger resolution. The merger of this case is governed by the Financial Services and Capital Markets Act. As such, the exercise of voting rights by the Depository is lawful as it is based on the above Act.

In addition, as seen earlier, it is difficult to view that the notification for convening a general meeting of shareholders was somewhat imminent in light of the time when it is necessary to express the intention to exercise voting rights to the Depository of the Korean beneficial shareholder, and therefore, it cannot be said that the exercise of voting rights by the Depository is illegal that it infringes on the rights of the beneficial shareholder.

(b) As seen earlier, even if the number of voting rights by the Depository is merely 73,168,936 shares pursuant to the provisions of Article 174-6 (5) 4 of the Securities and Exchange Act, it is a case where the National Bank erroneously calculated the number of voting rights by the Depository. Thus, it is a matter of reducing the number of voting rights by 73,168,936 shares, which can be exercised by the Depository, again dividing it into the number of voting rights by 75,000 shares present at the Depository. According to the provisions of Article 7-23 (1) of the Securities and Exchange Act, the number of voting rights by the Depository is the number of voting rights requested to the Depository among the number of voting rights by the beneficial shareholders, but the number of voting rights by the issuer is no longer than the number of voting rights by the date on which the general shareholders’ general shareholders’ meeting is exercised, and there is no possibility that the number of voting rights by the issuer should be deducted from the number of voting rights by 70 days before the general shareholders’ meeting is exercised.

(j) The argument that the Korea Securities Depository’s exercise of voting rights on the shares of foreign beneficial shareholders is invalid.

① Plaintiff’s assertion

The foreign shareholders' shares can exercise their voting rights by proxy pursuant to Article 7-16 of the Regulation on Supervision. The Depository is not a full-time agent of the foreign shareholders, and the Depository is invalid because it is not a full-time agent of the foreign shareholders.

(2) Judgment

Article 7-23 of the Regulation on Supervision is a provision on the exercise of voting rights by the Depository with respect to the stocks of beneficial shareholders who did not express their intention to exercise voting rights not later than five days before the general meeting of shareholders among the stocks deposited with the Depository pursuant to Article 174-6 (5) of the Securities and Exchange Act, and the stocks of foreign beneficial shareholders are excluded from the stocks subject to voting rights pursuant to Article 7-21 (2) 2 of the Regulation on Supervision.

However, pursuant to Article 7-15(1) and (2) of the Securities and Exchange Act, a foreign beneficial shareholder shall keep the acquired stocks in a depository, securities company, etc.; the safekeeping agency shall re-deposit this stocks in the Depository; pursuant to Article 174-6(1) of the Securities and Exchange Act and Articles 30, 31, and 58 of the Regulations on Deposit and Settlement, etc. of Securities (hereinafter “Deposit Regulations”), which are determined by the Depository upon delegation of the said Act, the Depository may exercise its voting rights as stated in the contents of the application at the general meeting of shareholders; it is possible for the Depository to apply for voting rights through an electronic processing system established between the Depository and the Depository. Whether the foreign beneficial shareholder’s exercise of voting rights is a 58 evidence, 7 evidence No. 31 through 33, 18, 19, 16 testimony of the witness at the general meeting of shareholders, 19-6, 394, 47, 197, 196, 196, etc. of the Deposit Association.

(k) The assertion that the notice of convening a general meeting of shareholders against foreign beneficial shareholders is unlawful

① Plaintiff’s assertion

The National Bank of Korea only issued a notice of convening a general meeting of shareholders to an institution that keeps the stocks of foreign beneficial shareholders, such as the Domina Bank, but did not issue a notice of convening a general meeting of shareholders to foreign beneficial shareholders, and did not give a notice of convening a general meeting of shareholders to foreign beneficial shareholders who are domestic securities companies or foreign beneficial shareholders. Therefore, the notice of convening a general meeting of shareholders of the National

(2) Judgment

According to Articles 174-7(3) and (4), 174-8(1) and (2) of the Securities and Exchange Act and Article 353(2) of the Commercial Act, with respect to the stocks deposited with the Depository, the Depository shall notify in advance the issuing company of the name, address, etc. of the beneficial shareholder notified by the depositor who deposited the stocks. Based on this, the issuing company shall prepare the beneficial shareholder registry, and the real shareholder registry so prepared shall have the effect of immunity such as the register of shareholders. Pursuant to Article 25 of the Deposit Regulations and Article 30 of the Enforcement Rule thereof, the depositor shall notify the Depository of the name, address, etc. of the full-time agent in case a foreign beneficial shareholder appoints a full-time agent, and the address of the foreign beneficial shareholder in case a full-time agent is not appointed. Therefore, the issuing company shall be deemed to have given notice to the Depository on the stocks of the foreign beneficial shareholder deposited with the Depository through the Depository and given notice to the address in Korea.

In full view of the statements No. 31, No. 16, No. 18, and the fact-finding results and the whole purport of the pleadings by the court of first instance, in relation to the shareholders' general meeting of this case, the Korean bank can recognize the facts that it received notice from the Depository and received notice from the Depository to the address of the full-time representative of the foreign beneficial shareholder stated on the list of beneficial shareholders or the address of the foreign beneficial shareholder stated on the list of beneficial shareholders. Thus, the Korean bank should be deemed to have issued

(l) The assertion that there was no delegation of voting rights by a foreign beneficial shareholder

① Plaintiff’s assertion

Around September 24, 2001, the Domina Bank, etc., which is a depository institution of foreign beneficial shares, received a notice of convening a general meeting of shareholders of this case from the Domina Bank. Considering that the Domina Bank, etc., which received a notice of convening a notice by mail from foreign beneficial shareholders, would take into account the time when the foreign beneficial shareholders who received the notice would make a decision and again make a decision to the Domina Bank, etc., it is impossible to delegate the exercise of voting rights by foreign beneficial shareholders to the Domina Bank, etc. Therefore, even if the foreign beneficial shareholders filed an application with the Depository for the exercise of voting rights by the Domina Bank, etc., even if the foreign beneficial shareholders filed an application with the Depository for the exercise of voting rights.

Pursuant to Article 7 of the Procedure for the Postal Action, a beneficial shareholder shall declare to the depositor by no later than seven days prior to the date of the general meeting of shareholders, and the depositor shall declare to the Depository by no later than five days prior to the date of the general meeting of shareholders. No later than September 24, 2001, five days prior to the date of the general meeting of shareholders of this case, a request was made to the Depository for the exercise of voting rights by a foreign beneficial shareholder, and the Depository received an application from a foreign beneficial shareholder through the depositor communications system (SAFE) after September 24, 2001. The closing date is a mandatory provision that must be followed when considering equity among shareholders, and thus, the exercise of voting rights by a foreign beneficial shareholder who received an application after September 25, 2001 is null and void.

In addition, until September 26, 2001, the exercise of voting rights against 78,714,147 shares was applied for, and until September 27, 2001, the exercise of voting rights was applied for by 98,884,012 shares. The Periodical exercised voting rights at the shareholders' general meeting of this case.

(2) Judgment

The statement of No. 63-8 alone is insufficient to recognize that the depositor of the Domina Bank, etc. who applied for the exercise of voting rights with respect to 98,794,316 shares of foreign beneficial shareholders, applied to the Depository for the exercise of voting rights by the foreign beneficial shareholders, did not have been delegated the exercise of voting rights by the foreign beneficial shareholders, or that the Depository was delivered an intention different from the actual exercise of voting rights by the Depository with respect to the approval for the merger contract in this case, and there is no other evidence to acknowledge otherwise. In addition, there is no different method of delivering a notice to the foreign beneficial shareholders by a permanent agent of the Domina Bank, etc. who received the notice of the notice of the notice of the general meeting of shareholders by the Korean National Bank on the method of notifying the foreign beneficial shareholders of the exercise of voting rights by telephone, facsimile, mail, etc., so it is sufficiently possible for these permanent agent (the same applies to the depositor who applied for the exercise of voting rights with the Depository at the same time) to confirm the exercise of voting rights.

Article 7 of the Sub-Section 5 of the Sub-Section 5 of the Securities and Exchange Act provides for matters necessary for the Depository to exercise its voting rights with respect to the shares for which a domestic beneficial shareholder did not express his/her intent to exercise voting rights at least five days prior to the general meeting of shareholders, as seen earlier, and is irrelevant to the exercise of voting rights by a foreign beneficial shareholder.

However, when the Depository exercises the voting right of a foreign beneficial shareholder pursuant to Article 174-6 (1) of the Securities and Exchange Act, even according to Article 31 (1) of the Securities and Exchange Act, the time when a foreign beneficial shareholder applies to the Depository through the depositor is no later than five business days prior to the date of the general meeting of shareholders.According to the result of the inquiry into the Depository by the court of first instance, Article 3 of the "Agreement on the Exercise of Voting Right by Request" concluded between the depositor of the Domina Bank and the Depository is also required that the depositor apply to the Depository for voting right five business days prior to the date of general meeting of shareholders through the depositor communications system (SAFE

In full view of the testimony of Non-party 6 of the witness at the first instance trial, the fact-finding results with the Depository of the first instance, and the overall purport of the arguments, the depositor of the Doi Bank applied for the exercise of voting rights with respect to the stocks of a foreign beneficial shareholder to the Depository for the period of 78,714,147 up to September 26, 2001, which is 3 business days prior to the date of the general meeting of shareholders of this case. On September 27, 2001, the following day, the total number of 98,794,316 shares (the sum total of 98,84,012 shares was added to the wife and the total of 98,794,316 shares was changed to 98,79,316 shares). However, it can be recognized that the exercise of voting rights was completed by adding up the stocks of a foreign beneficial shareholder that had been claimed after

However, the closing date for applying for voting rights by a foreign beneficial shareholder to the Depository is the basic date for exercising voting rights in accordance with the consent and reflect that is notified by the beneficial shareholder. In light of the fact that it is practically impossible for the Depository to directly exercise voting rights at a general meeting of shareholders in the case of a foreign beneficial shareholder unlike the domestic beneficial shareholder, it is not necessary to guarantee the opportunity for the foreign beneficial shareholder to exercise voting rights in the case of a foreign beneficial shareholder because the Depository is not required to interpret the time limit as a mandatory provision, which is five business days prior to the date of general meeting of shareholders, stipulated in the rules of deposit or the agreement with the depositor, as stipulated in Article 174-6 (5) of the Securities and Exchange Act.

Therefore, it is difficult to view that there was any defect in the resolution of the general meeting of shareholders of this case merely by exercising voting rights by summing up the stocks of foreign beneficial shareholders, for which the Depository applied for the exercise of voting rights after the above time limit.

(m) The assertion that the non-united exercise of voting rights by a foreign beneficial shareholder is unlawful

① Plaintiff’s assertion

Some of the foreign beneficial shareholders did not exercise the voting rights uniformly regarding the draft approval of the merger agreement at the general meeting of shareholders. As such, in order to exercise the non-united voting rights, foreign beneficial shareholders did not have given prior notice to the National Bank that they would exercise the voting rights in a non-united manner.

(2) Judgment

According to Article 31(2) of the Deposit Regulations, where the Depository conducts a non-united exercise of voting rights with respect to the stocks of foreign beneficial shareholders, the Depository shall notify the issuing company of the non-united exercise of voting rights not later than three business days prior to the date of the general meeting of shareholders, stating the purport and reason in writing. According to the description No. 7-33 of the evidence and the inquiry results with respect to the Depository of the first instance court, the Depository may recognize the fact that it issued a notice to the National Bank of September 26, 2001, which is three business days prior to the date of the general meeting of shareholders of this case, of the non-united exercise of voting rights by foreign beneficial shareholders. The notice of non-united exercise of voting rights by the Depository is reasonable to deem that the contents of the non-united exercise of voting rights by foreign beneficial shareholders were also included. Thus, it shall

(n) The assertion that foreign beneficial shareholders did not include the number of shares present at the meeting.

① Plaintiff’s assertion

Some foreign beneficial shareholders did not express their intent to agree or oppose part of their shares and did not express the remaining shares. In calculating the number of shares present at a general meeting of shareholders, a national bank did not include the above term shares in calculating the number of shares present at a general meeting of shareholders.

(2) Judgment

Comprehensively taking account of the statements No. 58, No. 7-32 of evidence No. 58, and the fact-finding results and the overall purport of the arguments with respect to the approval for the merger contract of this case with the Depository via the depositor, 95 of the total number of foreign beneficial shareholders who applied for the exercise of voting rights to the Depository through the depositor, and the remaining shares (7,372,698 shares) may be recognized as having not applied for the exercise of voting rights to some of the shares (7,372,698 shares). As such, shares for which no application for the exercise of voting rights was filed from the beginning shall not be deemed to have attended the general meeting of shareholders, but shall not be deemed to have attended the general meeting of shareholders. Thus, it is legitimate that national banks

(o) The claim that the exercise of voting rights by the Depository on the depository receipts (De pository Recet, hereinafter referred to as “DR”) of the New York Bank is null and void

① Plaintiff’s assertion

In the instant case, the Depository, a full-time agent, exercised voting rights on the DDR 19,92,623 note in the custody of the New York Bank. In order for the New York Bank to exercise voting rights, the said Bank shall notify the actual owners who acquired DDR through the U.S. Stock Exchange, and the actual owners of DDR who received such notification shall notify the Depository of the exercise of voting rights through the New York Bank, as prescribed in Article 5-79 of the Supervision Regulations and the Regulations on the Deposit and Settlement, etc. of Foreign Currency Securities of the Depository, and the New York Bank did not notify the actual owners of DDR of the exercise of voting rights.

(C) The New York Bank’s prior agreement on the exercise of the voting rights of the New York Bank DDR is null and void as an unlawful act infringing on the rights of beneficial shareholders, who are the actual owners of DDR.

(2) Judgment

Article 5-79 of the Regulation on Supervision of the Plaintiff’s Claim pertains to the exercise of rights to foreign currency securities issued by a foreign corporation, etc. by the domestic investor, and it is irrelevant to the procedure for exercising rights to foreign securities issued by the domestic investor, such as the New York Bank DDR. Moreover, DDR is a securities issued overseas as a substitute for domestic shares for the convenience of foreign investors, and there is an overseas depository that issues DDR in lieu of a domestic issuer (domestic main issuer) and processes the exercise of rights for DDR’s own shares for DDR’s sake. In full view of the record as indicated in No. 7-28 through 30, No. 130, No. 18, and the testimony as indicated in No. 18, Non-Party 6, the inquiry results with the court of first instance on the Depository of the New York Bank’s exercise of rights, and the majority opinion of DDR’s exercise of voting rights by the New York Bank’s representative at the 20th meeting of shareholders, excluding the voting rights of the New York Bank.

(B) In addition, the agreement between the issuing company, the overseas depository institution, and the actual owner of the DDR to give up exercising voting rights and instead, to hold the DR by overseas depository institution is due to the situation, etc. where the actual owners of DDR own profit margin or the DDR holds the DR for the transaction of profits using the DDR and the original price difference, and thus, the agreement cannot be deemed null and void in light of these circumstances.

(p) The assertion that proxy voting rights by foreign shareholders is allowed only by standing agents.

① Plaintiff’s assertion

Pursuant to Article 7-16 of the Securities Business Supervision Regulations, foreign shareholders are allowed to exercise their voting rights by proxy only by full-time agents. Nonparty 6, who exercised voting rights by the New York Bank, is not a full-time agent.

(2) Judgment

As seen earlier, the fact that a full-time agent entrusted with the exercise of voting rights by a foreign shareholder can re-endorse the exercise of voting rights to a third party. According to the evidence Nos. 28 through 30 of the evidence No. 7 of the New York Bank, the Depository, which is a full-time agent of the New York Bank, delegated the exercise of voting rights from the New York Bank to the non-party 6, who is an employee of the Depository. Accordingly, the non-party 6 can recognize the fact that the exercise of voting rights at the general meeting of shareholders of this case. Thus, it is legitimate for the non-party 6 to exercise the voting rights by proxy of the New York Bank DDR.

(q) The assertion that the attendance and power of attorney of the minority shareholders were forged

The plaintiff asserts that the attendance of some shareholders and the power of attorney of some shareholders, such as the forgery of the attendance of Non-party 13 and Non-party 64 of the shareholder Kim Jong-hun, were forged ex post facto, so it is not sufficient to recognize the plaintiff's above assertion only by the entry of Dop and No. 64, and there is no

(r) The assertion that the shareholders who did not attend the shareholders' meeting were present at the shareholders' meeting

① Plaintiff’s assertion

By the time of the passing of the approval of the merger agreement of this case, Non-party 15, Non-party 16, Non-party 8, and Non-party 12's agent of Non-party 12 were not present at the general meeting of shareholders. However, while the National Bank was aggregated with the attendance of the shareholders, it was omitted from the total of 60,434 shares of the minority shareholders present at the general meeting of shareholders, and as of August 8, 2001, the shares held by Non-party 12 as of August 8, 2001 were 397 shares even 2,043 shares as of August 8, 201, and even though Non-party 13 held 51 shares, there are many shareholders who were not included in the number of votes at that time, and the number of shareholders who were not present at that time was included in the number of votes. In particular, there is a difference between the number notified by the Depository that the foreign voting was delegated and the number of votes recorded in the business trip order book.

(2) Judgment

Even if the plaintiff's assertion is true, it is nothing more than pointing out that the national bank erroneously calculated the number of shares held at the general meeting of this case and the number of shares held at the meeting of this case for the approval of merger contract. It is obvious in calculating that the number of shares held at the meeting of this case and the number of shares held at the meeting of this case for the merger contract shall meet the quorum for the merger contract in this case, so the above defect of the plaintiff's assertion shall not affect

(2) Other grounds for nullification

(A) The assertion that the conclusion of the MOU is unlawful

The plaintiff asserts that the conclusion of a letter of understanding on the merger on December 22, 2000 by the president of the National Bank and the president of the Housing Bank does not go through a resolution of the board of directors with no deliberation and voting rights on the merger, and thus, the merger of this case is null and void. However, the MOU does not necessarily require a resolution of the board of directors of the above two banks since it is not a regular contract with legal binding force on the merger. Furthermore, since the merger contract was concluded through a resolution of the board of directors of the two banks on April 23, 2001, the validity of the merger of this case is no problem.

(B) The assertion that the merger of this case was enforced under the government's initiative

① Plaintiff’s assertion

The merger of this case is null and void because of the occurrence of oligarchy due to the birth of the primary bank, the occurrence of large-scale reduction in the process of the merger, and the outflow of the state department overseas, etc., and its decision-making, etc. were unlawfully forced by the government's initiative.

(2) Judgment

The written evidence evidence Nos. 1 through 5, 12, 14, and 22 is insufficient to acknowledge that the government forced a merger against the will of the members or shareholders of the board of directors, which are the decision-making body of the two banks regarding the merger in the instant merger, or neglected the requirements and procedures prescribed in the law, and there is no other evidence to acknowledge it. The other reasons alleged by the Plaintiff are the matters to be considered in the decision-making process for the merger, and the other reasons asserted by the Plaintiff are not themselves, and they cannot be the grounds for nullification of the instant merger.

(C) The argument that the merger of this case was illegally deliberated and decided by the merger promotion committee

The Plaintiff asserts that the merger of this case was null and void as it was deliberated and decided by the merger promotion committee, which is an illegal organization made without the consent of the board of directors of the above two banks. However, the merger promotion committee is a voluntary organization made by the agreement of the president of the above two banks to promote the merger of this case more smoothly, and it does not necessarily require the consent of the board of directors of the two banks. In addition, the merger promotion committee, which was made by deliberation and coordination of major matters concerning the merger of the two banks, approved at the meeting of the board of directors of the two banks, cannot be deemed to have decided the merger of this case at the merger promotion committee, and there is no other evidence to support that the merger promotion committee decided the merger of this case.

(D) The assertion that the merger ratio is illegal and unfair

① Plaintiff’s assertion

In this case, the merger ratio should be calculated as of April 23, 2001, which is the day before the submission of the report of merger in accordance with Article 84-7 (1) of the Enforcement Decree of the Securities and Exchange Act. However, the merger ratio that should be the 1.643213 shares of the common shares of the National Bank of the Housing Bank is 1.68346 shares of the common shares of the National Bank of the Housing Bank, and the common shares of the National Bank of the Housing Bank are 1.68346 shares of the common shares of the National Bank of the Housing Bank, causing losses to the shareholders of the National Bank of Korea, as long as the merger ratio is unlawful and unfair, the merger ratio is null and void.

(2) Judgment

According to Article 84-7 (1) 1 of the Enforcement Decree of the Securities and Exchange Act (amended by Presidential Decree No. 17291, Jul. 7, 2001; hereinafter the same) and Article 36-12 (1) of the Enforcement Rule of the Securities and Exchange Act, a merger between stock-listed corporations shall be calculated with average closing price for the last one month, average closing price for the last one week, and most recent closing price. However, according to Article 84-7 (3) of the Enforcement Decree of the Securities and Exchange Act, the provision of Article 84-7 (1) of the same Act does not apply to a merger due to approval, guidance, recommendation, etc. by the provisions of the Act or by government documents, if financial institutions are subject to prior authorization by the Financial Supervisory Commission, and Article 24 (1) of the Administrative Procedures Act shall not apply to a merger between stock-listed corporations with the approval of the Financial Supervisory Commission. Thus, the plaintiff's assertion that the merger is invalid under Article 8 of the Enforcement Decree of the Securities and Exchange Act.

(E) The assertion that the establishment of the time limit for claiming purchase of shares is unlawful

① Plaintiff’s assertion

The merger of this case is null and void since it goes against Article 360-5 (1) of the Commercial Act, which provides for the right to request purchase of shares within 20 days from the date of resolution of the merger at the general meeting of shareholders to request purchase of shares by shareholders who oppose the merger.

(2) Judgment

As already examined, the Financial Industry Act applies to the merger of this case. According to Articles 5(8) and 12(7) of the above Act, where a financial institution makes a resolution on approval of the merger at a general meeting of shareholders, the financial institution may have the shareholders opposing the merger exercise their rights within 10 days after the resolution on the merger. Thus, the above measures taken by the national bank against the merger for 10 days shall be lawful.

(f) The assertion that the merger of this case is null and void because the inaugural general meeting for the merger was not held.

① Plaintiff’s assertion

In the case of a new merger, the directors and auditors of a national bank established by the merger at the general meeting of the general meeting shall be appointed and the amendment of the articles of incorporation shall be decided. Therefore, in the case of this case, the inaugural general meeting was omitted and substituted by a public announcement of the board of directors. In addition, even if the general meeting may be substituted by a public announcement of the domestic board of directors, the public announcement of the board of directors at this time shall be made at least twice in two days in the same manner as the public announcement of the convocation of the general meeting of shareholders. In the case of this case

(2) Judgment

Article 527(4) of the Commercial Act provides that a report of the inaugural general meeting of a newly established merger may be substituted by a public notice of the board of directors in the case of a newly established merger, and Article 528(1) of the Commercial Act provides that a registration of a merger may be made within a certain period from the date of closing the inaugural general meeting of a newly established merger or from the date of public notice in lieu of a report. Thus, Article 527(4) of the Commercial Act provides that the inaugural general meeting of a newly established merger can be substituted by

Article 527(2) of the Commercial Act provides that a resolution to amend the articles of incorporation at the inaugural general meeting of a newly established bank may be made at the inaugural general meeting. However, Article 312 of the Commercial Act provides that a director and auditor shall be appointed at the inaugural general meeting of a newly established company shall apply mutatis mutandis pursuant to Article 527(3) of the Commercial Act. Meanwhile, Article 524 of the Commercial Act provides that a director and auditor of a national bank established by a merger shall be stated in a merger agreement, if the director and auditor or member of the audit committee of the newly established company are determined at the inaugural general meeting of the national bank, their personal information shall be stated in the merger agreement, and in such a case, it is not necessary to appoint again the director and auditor of the national bank established by a merger at the inaugural general meeting of the newly established general meeting of the shareholders of the newly established bank. Furthermore, according to the above provision, the shareholders’ experience in the merger agreement and the certificate of evidence No. 3, No. 4 and No. 8 (tentative number) of the newly established bank shall be appointed at the next general meeting of the newly established company.

As long as there is no special provision on the method of public notice in lieu of the inaugural general meeting of a newly established merger in the Commercial Code, the public notice in this case shall also be made in accordance with the general method of public notice as stipulated in the articles of incorporation pursuant to Article 289 (1) 7 of the Commercial Act. Thus, the public notice in lieu of the inaugural general meeting of a newly established merger shall not be the cause of nullification of the merger in this case unless the public notice in lieu of the inaugural general meeting of

(G) The assertion that the merger of this case is null and void because it violates the notice of the Ministry of Finance and Economy.

① Plaintiff’s assertion

According to the public notice of the Ministry of Finance and Economy (the standards for authorization and support for the merger of financial institutions), if the market share after the merger exceeds 30%, the merger cannot be approved. According to the evidence No. 23 (data, etc.) of the Ministry of Finance and Economy, the merger of this case is obvious that the market share after the merger exceeds 30%. Thus, the merger of this case is null and void because it is in violation of the public notice of

(2) Judgment

Article 4(1) of the Financial Supervisory Commission Act was amended on May 24, 199 and the right to authorize the merger of this case was transferred from the Ministry of Finance and Economy to the Ministry of Finance and Economy. Thus, the guidelines for authorization of banking business established by the Financial Supervisory Commission on July 23, 199 and the notice of the Ministry of Finance and Economy cannot be applied to the merger of this case. The above guidelines for authorization of banking business do not limit the authorization according to market share in the bank merger, and only the above guidelines for authorization of banking business require the Fair Trade Commission's review of competition restriction on the merger to be appropriate, so the plaintiff's above assertion is without merit.

(h) Violation of the Monopoly Regulation and Fair Trade Act (hereinafter “Monopoly Regulation Act”).

The plaintiff asserts that the merger of this case constitutes an unfair business combination prohibited under the Monopoly Regulation and Fair Trade Commission Act and thus is null and void. Thus, Article 7 of the Monopoly Regulation and Fair Trade Commission Act limits such business combination in cases where competition in a particular business area is substantially restricted, and it is presumed that there are several cases where the total market share amounts to 50% or more, etc., and that the Fair Trade Commission publicly notifies the specific judgment criteria. The statement of evidence Nos. 13, 23, 27, and 52 are insufficient to recognize that the merger of this case constitutes a business combination that substantially limits competition in a particular business area as determined and publicly notified by the Fair Trade Commission in accordance with Article 7 of the Monopoly Regulation and Fair Trade Act and its delegation. The plaintiff's above assertion is without merit, since there is no other evidence to acknowledge it.

(3) Sub-determination

Therefore, all of the grounds for invalidation of the merger asserted by the plaintiff are without merit.

5. Conclusion

Therefore, the part of the plaintiff's claim for nullification of the resolution of the board of directors among the lawsuits in this case is unlawful and dismissed, and the remaining claims of the plaintiff are dismissed as it is without merit. The judgment of the court of first instance is just and it is dismissed as the plaintiff's appeal.

[Attachment]

Judges Lee Jae-sung (Presiding Judge)