1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

The first instance court.

1. The reasoning of the court’s explanation concerning this case is as follows, in addition to adding the following judgments as to the assertion of addition or supplement in the court of first instance, the reasoning of the judgment is as stated in the part of the reasoning of the court of first instance. Thus, it is acceptable to accept this as it is in accordance with the main sentence of Article 420

2. Additional matters to be determined;

A. The gist of the Plaintiff’s assertion was that C did not separately elect the president, but the principal, who had 500 shares of the Defendant, was the president, and the temporary shareholders’ meeting was proceeded with.

Since the Plaintiff and C own 500 shares of the Defendant, C cannot set the chairman of the temporary general meeting of shareholders of this case, and the Plaintiff, a representative director, should have been the chairman in accordance with the Defendant’s articles of incorporation.

Therefore, a resolution to appoint C and D as a director at a temporary general meeting of shareholders of this case shall be revoked due to the above defects, and a resolution to appoint C and D, appointed at the above temporary general meeting of shareholders, as the representative director of the defendant, shall be null and void.

B. The purport of Article 366(2) of the Commercial Act, which provides that minority shareholders may convene a general meeting with the permission of the court, is to protect the company from the representative director, etc. who does not cooperate in the convocation of a general meeting of shareholders having an important meaning, such as setting up measures against the aggravation of the company’s property status or arranging or removing its executives, and to enable shareholders to voluntarily observe their rights and interests.

Therefore, in case where minority shareholders obtain permission to convene a general meeting of shareholders from the court pursuant to the above provision, the right to convene a general meeting of the board of directors or representative director as stipulated in the articles of incorporation or the right to preside over the general meeting of the convened general meeting is restricted for the fair operation of the general meeting of shareholders, and in this case, the resolution of the general meeting of shareholders who attended the general