1. A resolution by the Defendant to appoint D as an internal director at a special shareholders’ meeting on January 1, 2019, and January 1, 2019.

1. Basic facts

A. The Defendant is a corporation established for the purpose of producing and distributing broadcasting programs, and the Plaintiff is a shareholder who holds 20,000 shares out of 600,000 shares issued by the Defendant Company (3.33%) and was appointed as an internal director of the instant company on March 27, 2019.

B. The minutes of the special shareholders’ meeting held on January 1, 2019 of the Defendant Company stated that the special shareholders’ meeting was held on the same day, and that the resolution was made to appoint D as a company director with the total number of 600,000 shares and the number of 453,000 shares of the voting shares (hereinafter the above provisional shareholders’ meeting was referred to as the “instant general shareholders’ meeting,” and the above resolution was referred to as the “resolution of the instant general shareholders’ meeting”).

C. On January 1, 2019, the minutes of the board of directors of the Defendant Company were held on the same day, and the resolution was made to appoint D as the representative director of the Defendant Company with the consent of all the seven directors (hereinafter “instant resolution of the board of directors”).

Accordingly, on January 15, 2019, registration was completed on January 1, 2019 that D was appointed as an inside director and a representative director of the defendant company on January 1, 2019.

E. Articles of incorporation relating to the appointment of directors of the defendant company and the convocation of a board of directors or a general meeting of shareholders are as follows:

Article 36 (Appointment of Directors) (1) Directors shall be appointed at a general meeting of shareholders.

Article 41 (Composition and Call-Up of Board of Directors) (2) Where there are directors separately determined by the chairperson or the board of directors, such directors shall be notified to each director and the auditor two days prior to the meeting

Provided, That if there is the consent of all directors and auditors, the convocation procedure may be omitted.

Article 25 (Person Authorized to Convene and Chairperson) (1) Except as otherwise provided in Acts and subordinate statutes, the chairperson of the board of directors shall convene a meeting of this case.

Article 26 (Notice of Convocation) In convening a general meeting of shareholders, the date and time, place, and the agenda of the meeting shall be two weeks from the date and place of such meeting.