1. The plaintiff's claim is dismissed.

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

Basic Facts

A. The Plaintiff is the Defendant’s shareholder, and the Defendant was a listed company under the Financial Investment Services and Capital Markets Act (hereinafter “Capital Market Act”) at the time of the instant general meeting of shareholders as stated below.

B. The Defendant postponed the scheduled general meeting of shareholders on March 29, 2019 by a resolution of the board of directors on March 28, 2019, and held the general meeting of shareholders on April 26, 2019 (hereinafter “instant general meeting of shareholders”). D. D. The general meeting of shareholders on April 26, 2019 (hereinafter “instant general meeting of shareholders”).

The provisions of the defendant's articles of incorporation relating to each resolution of this case are as follows.

Article 34 (Appointment of Directors and Auditors) (1) Directors and auditors shall be appointed at a general meeting of shareholders.

Provided, That if a person who is to be appointed as a director of a company and has worked for less than one year (including where he/she has served as a director, auditor, or any other executive officer of a company, but not required to have served as a full-time director) in the company is appointed as a director (excluding outside directors), the consent of not less than 2/3 of the voting rights of the shareholders present

(2) The appointment of directors and auditors shall be made by a majority of the votes of shareholders present at the meeting and by a quarter of the total number of issued voting shares.

(3) Where two or more directors are elected, the concentrated voting system provided for in Article 382-2 of the Commercial Act shall not apply.

(d)

At the time of the general meeting of shareholders of this case, the total number of shares issued by the defendant was 31,784,197 shares, and the number of voting rights of the shareholders present was 20,636,086 shares.

Meanwhile, Article 409(2) of the Commercial Act provides that "no shareholder who holds more than 3/100 of the total number of issued and outstanding shares, other than non-voting shares, shall exercise his/her voting rights in appointing an auditor with respect to the shares in excess thereof." The total number of issued and outstanding shares calculated by applying the above provision was 25,233,892 shares, and the number of shareholders present was 14,085,781 shares.

E. A general meeting of shareholders of this case appoints J as an internal director C, D, E, F, outside director G, H, I, and auditor, respectively.