1. On February 26, 2013, at a special general meeting of shareholders held on February 26, 2013, the representative director and inside directors C and auditors D resign.

1. Basic facts

A. The defendant is a company engaged in the manufacturing and selling business of ready-mixeds with capital of KRW 100 million, and the plaintiff is an internal director and a shareholder of the defendant company.

B. The register of shareholders of the Defendant Company is listed as shareholders holding F, D, and Plaintiff’s 20%, 50%, and 30% of each issued shares. The actual shareholders of F’s shares are C, and the actual shareholders of D’ shares are E.

C. On February 26, 2013, the minutes of a temporary general meeting of shareholders consisting of two shareholders present at the general meeting of shareholders, among three shareholders, and 7,000 shareholders present at the general meeting of shareholders with the consent of 10,000 share total number of 10,00 shares, including a representative director and a director C, an auditor D, and a resolution to appoint an inside director D and an auditor E were prepared.

(hereinafter “instant resolution”) D.

On March 4, 2013, according to the instant resolution, the representative director and inside director C, and auditor D, on the corporate register of the Defendant Company, retired on February 26, 2013, and on the same day, the representative director and inside director D, and auditor E were registered as appointed.

E. On March 12, 2013, the Defendant filed an application for commencement of rehabilitation procedures with Daegu District Court 2013 7, and the said court decided to discontinue rehabilitation procedures on December 23, 2013.

(f) Article 26 (Convocation) of the relevant articles of incorporation (1) of the company’s regular shareholders’ meeting shall be convened within three months from the date following the end of the business year, and the extraordinary shareholders’ meeting shall be convened

(2) A general meeting shall be convened by the representative director, except as otherwise expressly provided for in statutes.

Article 27 (Notice of Convocation) (1) In convening a general meeting of shareholders, a written notice shall be given to a named shareholder ten days prior to the date, time, place, and the subject matter of the meeting, and to bearer shareholders two weeks prior to the date of the general meeting, or such notice shall be given in electronic form with the consent of each shareholder.

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.