1. Of the instant lawsuit, the Defendant’s resolution on October 5, 2018 regarding the “case of mutual change” was made at a special shareholders’ meeting.

1. Basic facts

A. The Defendant is a stock company engaged in cement product manufacturing business, etc., and the Plaintiff is currently holding 25% of the shares issued by the Defendant as its representative director from March 2005 to March 2014.

B. Around September 17, 2018, the Defendant’s representative C issued a temporary general meeting of shareholders to all the shareholders of the Defendant, including the Plaintiff, as “temporary: 10:00 on October 5, 2018; the place: D (the location of the Defendant’s head office); the purpose of the meeting: the case of changing officers; the case of changing the articles of incorporation; and the case of changing the trade name.”

After that, with the consent of all shareholders at the request of the plaintiff, the scheduled date and time of the above provisional shareholders' meeting was changed to 10:00 on October 4, 2018.

C. However, the minutes of the Defendant’s provisional shareholders’ meeting are as follows: “The Defendant shall hold a provisional shareholders’ meeting at the meeting room of the head office of 10:00 on October 5, 2018 (10,000 shares) and include the following: (a) the modification of the articles of incorporation (Article 8 (share Certificates shall be divided into three types of share certificates: 500 shares, 1,000 shares, 10, 10,000 shares; (b) the shares shall be divided into one share certificate, 10 shares, 100 shares, 50 shares, 50 shares; and (c) Article 12 (Transfer of Shares) of the articles of incorporation provides that “The shareholders may transfer their shares with the approval of the general shareholders’ meeting; (d) six (10,000 shares) shareholders shall retire from the meeting room of the head office of 3,000 shares; (e) the representative director, who is the existing director C, shall retire from the company director; and (d) the agenda to be appointed as new directors.

On October 5, 2018, the defendant completed the registration of change of executive officer that F and G are appointed as executive director on the basis of the minutes of the above provisional shareholders' meeting, and F are appointed as representative director on the same day.

E. The main contents of the Defendant’s articles of incorporation relating to the instant case are as follows.

Article 30 (Resolution and Quorum of General Meeting of Shareholders) (1) A resolution of the General Meeting of Shareholders shall be made by a majority of the voting rights of the shareholders present at the meeting, except as otherwise provided in the articles of incorporation and Acts.