1. The plaintiff (Counterclaim defendant)'s appeal is dismissed.

2. The defendant-Counterclaim plaintiff's counterclaim filed by this court.

The principal lawsuit and counterclaim shall also be deemed to have been filed.

Basic Facts

A. On November 1, 1989, the Defendant was established with the trade name of J Co., Ltd. (hereinafter “J”) and was engaged in advertising agency business, advertising production and sales business, etc., and changed the trade name on March 31, 2014 as at present.

B. The defendant is currently one so-called "D" company in which D (hereinafter referred to as "D") holds the total stocks.

D, as bonus paid to the Defendant’s employees, was paid under the approval of K, substantially managed and supervised the Defendant through K as the Defendant’s related party.

C. From April 1, 2008, the Plaintiff served as the representative director of the Defendant and retired on December 4, 2016.

The main contents of this case in the defendant's articles of incorporation are as follows.

Article 17 (Time of Convocation) (1) The general meeting of shareholders of this company shall be the regular general meeting and temporary general meeting of shareholders.

(2) A regular general meeting of shareholders shall be convened within three months after the end of each business year, and a temporary general meeting of shareholders shall be convened if necessary.

Article 26 (Exercise of Voting Rights by Proxy) (1) A shareholder may have his/her proxy exercise the voting rights.

(2) The agent under paragraph (1) shall submit a document proving his/her power of representation before the general meeting of shareholders commences.

Article 28 (Minutes of General Meeting of Shareholders) The proceedings of the General Meeting shall be kept at the head office and branch offices of the company by recording the progress and the result in the minutes and signing and sealing or signing by the Speaker and directors present at the meeting

Article 40 (Remuneration for Directors and Auditors and Retirement Allowances) (2) Payment of retirement allowances for directors and auditors shall be made in accordance with payment regulations of retirement allowances for directors and auditors.

[Ground of recognition] without dispute, Gap evidence 1, Eul evidence 5, and main claim of judgment as to the claim of main claim of main claim for the entire pleadings, the gist of the plaintiff's assertion is that the defendant's 22th regular shareholders' meeting of March 28, 201, No. 8, No. 3, and hereinafter "the retirement allowance provision of this case"), and the documents thereof.