Expenses for appeal shall be borne by the plaintiff.

Purport of claim and appeal

The judgment of the first instance.

A. 1) The Defendant is a company established on July 3, 2007 for the purpose of trading business, automobile parts, and related equipment and facilities sales business, etc. (hereinafter “Defendant company”).

2) At the time of the establishment of the Defendant Company, 51% of the shares of the said Company C is registered in the register of shareholders, 29% is C, C’s wife D, and 20% is owned by the Plaintiff.

3) The Plaintiff was registered as an internal director from the time of incorporation of the Defendant Company until November 1, 2012, and was in charge of financial and accounting management affairs of the said Company while working as an executive director from the time of incorporation to November 7, 2017. B. Article 49 (Remuneration and Retirement Pay for Directors) of the Rules on Payment of Retirement Allowances for Officers of the Defendant Company shall be determined at a regular general meeting of shareholders every business year. The retirement pay of directors shall be paid at a general meeting of shareholders in accordance with the rules on payment of retirement allowances for officers separately delegated. The retirement pay of directors may be interim settlement with the consent of the directors. (i) Article 49 of the Articles of incorporation of the Defendant Company provides for the remuneration and retirement pay of directors as follows:

2) On the other hand, on July 9, 2007, the provisional shareholders’ meeting at Defendant Company (hereinafter “instant general shareholders’ meeting”) is called the “instant general shareholders’ meeting.”

) The minutes of the extraordinary shareholders’ meeting (hereinafter referred to as “instant minutes”) shall be deemed to have been held.

) The minutes are prepared, and the rules on the payment of retirement allowances for executive officers are approved according to the minutes, and Article 3 of the above rules on the payment of retirement allowances for executive officers provides that “The calculation of retirement allowances for executive officers (average wage x special bonus for basic salary x years of service x payment rate). The payment rate shall be 400% of the representative director and 400% of the number of executive officers (including auditors)” (hereinafter referred to as “instant rules on the payment of retirement allowances for executive officers”).

(3) In addition, the minutes are prepared as meeting of the board of directors of the defendant company on May 9, 2008, and the above board of directors approved the employee retirement allowance payment rules.