1. The Defendant’s regular shareholders’ meeting on March 31, 2019 is to pay in cash KRW 500 million out of the earned surplus in the business year 2018.

1. Judgment as to the main claim

A. On March 31, 2019, the Plaintiff: (a) the Plaintiff prepared the instant appropriation of retained earnings as if the regular shareholders’ meeting was held on March 31, 2019 and reported the corporate tax. However, the Plaintiff asserted that the ordinary shareholders’ meeting on March 31, 2019 did not have been held, and that there was no notification procedure for holding the board of directors or convening the general shareholders’ meeting; (b) the Defendant sought confirmation of the non-existence of the instant resolution; (c) the Defendant made the instant resolution at the ordinary shareholders’ meeting on March 31, 2019, and that this is valid.

B. 1) If the minutes of a general meeting were prepared without going through the convocation procedure and the meeting procedure, the resolution of the general meeting constitutes a case where there is a serious defect to the extent that the resolution of the general meeting could not be deemed to exist significantly (see Supreme Court Decision 91Da5365, Sept. 22, 1992). 2) In light of the above legal principles, in light of the following facts acknowledged in light of the health class, the parties to the case, or the overall purport of the statements and arguments stated in the evidence Nos. 1 through 4 and 7, it is reasonable to deem that the resolution of the case was nonexistent due to a serious defect to the extent that the resolution of the general meeting did not go through the convocation procedure and the meeting procedure, and as long as the defendant contests this, the plaintiff has

(As long as the main claim is accepted, the conjunctive claim shall not be judged separately). (1) The defendant is a corporation established for the purpose of selling steel products distribution business, etc., and the plaintiff is a shareholder who holds the shares issued by the defendant.

(2) The appropriation of retained earnings to pay dividends under Articles 447, 447-3 and 449 (1) of the Commercial Act shall be approved at a general meeting of stockholders, and a dividend shall be finalized at a general meeting of stockholders, and corporate tax under Article 60 (1) and (2) 1 of the Corporate Tax Act.