1. The instant lawsuit shall be dismissed.

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

1. Basic facts

A. Defendant Company is a stock company established on April 23, 2004 for the purpose of farmland consignment farming, the cultivation, production, and sale of environment-friendly agricultural products.

B. In a special general meeting of shareholders held on October 13, 2014, a resolution was passed to appoint the Plaintiff, D, and C as an internal director, and the board of directors held on the same day passed a resolution to appoint the Plaintiff as the representative director.

C. On October 23, 2015, the board of directors of the Defendant Company dismissed the Plaintiff from the representative director and appointed C as the representative director (hereinafter “instant resolution”). On October 26, 2015, a written resolution was made by a shareholder that dismissed the Plaintiff from the inside director and appointed E as the auditor. On November 2, 2015, D was made. On November 2, 2015, D was dismissed from the inside director, and the written resolution was made by the shareholders that appointed F, E, and G as the inside director and H as the auditor.

On November 2, 2015, the board of directors of the defendant company made a resolution to appoint E as representative director.

E. In the special shareholders’ meeting held on February 23, 2016, the Plaintiff confirmed that “(i) the resolution of the special shareholders’ meeting held on October 13, 2014, which appointed the Plaintiff as an internal director, is null and void or nonexistent, and thus, the Plaintiff is disqualified for the inside director and the representative director. ② Even if the Plaintiff is qualified as a director, the Plaintiff was dismissed by the shareholders’ written resolution held on October 26, 2015, and the inside director D was also dismissed by the shareholders’ written resolution held on November 2, 2015. ③ A resolution was adopted to confirm that the inside director is “A, E, G, and F4,” and the board of directors held on the same day was confirmed as the representative director of the Defendant company.

F. Of the articles of incorporation of the defendant company, the provisions on convening general meetings and resolution of the board of directors, appointment of directors, etc. are as follows.

Article 17 (Convocation) A regular general meeting of shareholders of a company shall be held within three months from the date following the end of the business year.