1. A resolution that appoints C as a director or a representative director at a meeting of the temporary board of directors held on May 8, 2018 by the Defendant is null and void.

1. Basic facts

A. The Defendant is a corporation established for the purpose of an engineering work business, reinforced concrete construction business, etc., and the Plaintiff is a person registered as a Defendant’s inside director from June 27, 2013.

B. Of the Defendant’s articles of incorporation, the parts relating to this case are as follows.

Article 23 (Notice of Convocation) (1) In convening a general meeting of shareholders, a named shareholder shall give written notice to a bearer shareholder at least ten days prior to the date, time, place, and the subject matter of the meeting to the general meeting or shall give notice in electronic form with the consent of each shareholder at least two weeks prior to the date of the general meeting.

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.

Provided, That if all shareholders consent, a general meeting of shareholders may be held without a convocation procedure.

(2) A notice for convening a general meeting of shareholders to shareholders who hold 1/100 or less of the total number of outstanding voting stocks may be issued in lieu of a notice for convening a general meeting of shareholders in writing, with the purport that such meeting shall be convened two weeks prior to the date of public notice registered the agenda of the

Article 26 (Resolution and Quorum of General Meeting of Shareholders) (3) The following matters shall be the number of shareholders present at the meeting by not less than 2/3 of the voting rights and not less than 1/3 of the total number of issued and outstanding stocks:

5. Not less than one director of a company under Article 30 (Number and Appointment of Directors) who is dismissed from office as a director or from office, may have outside directors and non-executive directors, and they shall be appointed at a general meeting of shareholders; and

Article 34 (Appointment of Representative Director) The representative director shall be appointed by the board of directors.

Article 39 (Committee within Board of Directors) (1) This Company may establish a committee composed of not less than three directors within the board of directors, if necessary.

(2) The board of directors may delegate its authority to the Committee except the following matters:

1. Matters which require approval of the general meeting of stockholders;

2. Appointment or dismissal of the representative director;

3. Establishment of committees and appointment and dismissal of their members; and