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1. As to the “case of determining the amount of retirement allowances paid by the representative director at the temporary shareholders’ meeting on September 17, 2019.”
Reasons
1. Basic facts
A. The position of the parties 1) The total number of shares issued by the Defendant Company is 160,000 shares as a stock company established for the purpose of engaging in the business of producing tin minerals on August 23, 2003. The number of shares issued by the Defendant Company as of September 2, 2019 is 35,200 shares shares C59,200 shares, Plaintiffs 46,400 shares, 29%, 46,400 shares, 28,000 shares, 17.5% E 10,400 shares, 6.5% per 6.5% per 6.0% per 5.0% G 8,000 shares, 5.0% per 8,000 shares, and 160,000 shares per 5.0% per annum 2) are as follows:
3) The board of directors of the Defendant Company consists of the representative director C, the internal director, and H (C). B. The Defendant Company held a board of directors meeting on September 17, 2019 (1) C and H (hereinafter “board of Directors”) on August 31, 2019, and resolved to convene a temporary general meeting of shareholders on September 17, 2019, which covers “the determination of the amount of retirement allowances for the representative director” as an agenda item.
2) On September 2, 2019, the Defendant Company sent to shareholders a notice of convening a temporary general meeting of shareholders stating that the temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) regarding the agenda set forth in paragraph (1) is to be held.
3) A resolution to determine the amount of retirement allowances to be paid to C as KRW 1 billion with the consent (61% of the total voting rights) of all shareholders present at the general meeting of shareholders of this case held on September 17, 2019 (hereinafter “the resolution of this case”).
(c) The meeting of the board of directors under Article 27 (Convocation of Board of Directors) of the provisions of the Articles of Incorporation relating to the defendant company (Convocation of Board of Directors), if any, shall be notified to each of the directors and auditors seven days before the meeting. However, the meeting of the board of directors under Article 28 (Resolution of Board of Directors) may be omitted if there is a consent of all of the directors and auditors. The resolution of the board of directors under Article 28 (Resolution of Board of Directors) shall be the attendance of a majority of the directors and a majority of the present directors. The contents relating to this case in the Articles of Incorporation of the defendant company are as follows: