1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1..

1. Basic facts

A. The status of the party is the company established on November 7, 2008 for the purpose of the private teaching institute business and educational service business, and C is the representative director of the defendant, and D is the defendant's internal director, and the plaintiff is the defendant's shareholder who has acquired the defendant's shares as follows.

B. At the time of March 27, 2014, the Defendant’s shareholder status held 11,00 shares among the Defendant’s total shares of 35,500 shares, C, 18,50 shares, and D, 6,00 shares, respectively.

C. The Defendant’s articles of incorporation provides that “The remuneration for directors shall be determined by the general meeting of shareholders (Article 43 of the Defendant’s Articles of incorporation), and the resolution of the general meeting of shareholders shall be made by a majority of the shareholders present and a majority of at least 1/4 of the total number of issued and outstanding shares, except in special cases (Article 31 of the Defendant’s Articles of incorporation and Article

(2) On March 27, 2014, the Defendant held the instant general meeting of shareholders with the subject of the approval on the payment of KRW 1,000 per share as of December 31, 2013, for the following reasons: “The six period (from January 1, 2013 to December 31, 2013) financial statements, such as statement of financial position, etc., approval on the settlement of accounts (the proposal under subparagraph 1), the number of approval on the payment limit for executive officers for the fiscal year as of KRW 420,000 (the proposal under subparagraph 2), and as of December 31, 2013 (the proposal under subparagraph 3).

3) The general meeting of shareholders of the instant case held that the Plaintiff, C, and D three shareholders were present, and that a resolution of approval was passed with the unanimous consent of all the shareholders on the proposal No. 1, but with respect to the proposal No. 2 and No. 3, a resolution of approval was passed with C, C, and D’s consent (a total of approximately 69% of the total number of issued and outstanding shares), notwithstanding the opposition by the Plaintiff (as to the proposal No. 2 and No. 3, a resolution of approval with respect to the agenda No. 2 with respect to which the limit of executive remuneration is set at KRW 420,00,00

(4) According to the resolution of this case, the limit of the total amount of executive remuneration is from 320,000,000 to 420.