A. The Defendant’s shares were 100 shares, among which the Plaintiffs owned 20 shares, D held 60 shares, and at the time of the ordinary shareholders’ meeting on March 26, 2015 (hereinafter “instant general meeting”), Plaintiff A and the representative director of the Defendant, the inside director of Plaintiff B, and D were the Defendant’s auditors.

B. On March 26, 2015, the auditor D opened the instant general meeting without convening a notice to the Plaintiffs, who are shareholders, and voluntarily proceeded with the said general meeting while only the Defendant’s shareholders present at the meeting, and made a resolution to approve the settlement of accounts, to approve the amendment of the articles of incorporation, to appoint E and F directors and to appoint G as directors and the representative director (hereinafter “instant general meeting resolution”).

C. Part of the contents of the Articles of Incorporation, which was enforced at the time of the instant general assembly (hereinafter “former Articles of Incorporation”) are as follows.

Article 22 (Convocation of General Meeting) (2) Except as otherwise provided for in Acts and subordinate statutes, the representative director shall convene a general meeting.

(3) Other directors shall be convened when the representative director is dismissed.

Article 23 (Notice of Convocation) (1) In convening a general meeting of shareholders, a named shareholder shall give written notice to a bearer shareholder at least ten days prior to the date, time, place, and the subject matter of the meeting to the general meeting or shall give notice in electronic form with the consent of each shareholder at least two weeks prior to the date of the general meeting.

However, this period may be shortened by the consent of all shareholders in writing, by telegraph or by electronic document prior to the general meeting.

Provided, That if all shareholders consent, a general meeting of shareholders may be held without a convocation procedure.

(2) A notice for convening a general meeting of shareholders to shareholders who hold no more than 1/100 of the total issued and outstanding voting stocks may be substituted for a notice for convening a general meeting of shareholders in writing by public announcement at least twice in accordance with the method of public announcement registered the purpose of the meeting.

Article 24 (Chairperson) The representative director shall preside over the general meeting of shareholders.

However, the representative director;