1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

1...

1. Basic facts

A. The Defendant is a company established for the purpose of design, advertising agency, public relations agency, marketing agency, etc. on May 19, 2010 and completed the registration of incorporation with the total number of shares issued on May 19, 2010 as KRW 10,000 (one share amount of KRW 5,000,000) and the amount of capital at KRW 50,000. 2) The Plaintiff was a shareholder of the Defendant who established the Defendant and acquired all shares of KRW 10,000, and was a director of the Defendant’s internal director and representative director at the time of the establishment of the Defendant.

3) Meanwhile, the Defendant’s total number of outstanding shares was changed to 20,000 shares on October 13, 201, and 60,000 shares on December 18, 2012, respectively. The Defendant’s register of shareholders was respectively registered as the Plaintiff’s shareholder holding 20,000 shares (10%) as of November 30, 201, and as the shareholder holding 60,000 shares (10%) as of December 31, 201, respectively. (b) Article 30 of the Defendant’s articles of incorporation of the Defendant’s articles of incorporation provides that “An executive is subject to a resolution of the general meeting of shareholders, while an officer’s retirement allowance as of December 30, 200 shall be governed by the rules of payment of retirement allowances for executive officers subject to a resolution of the general meeting of shareholders.”

2) On November 1, 2011, the Plaintiff, as the Defendant’s shareholder and the representative director, shall hold a provisional general meeting of shareholders, and pay the retirement allowance of executives by the formula of “total annual salary (basic salary) before retirement x 10% x year of continuous service x payment rate.” The payment rate of representative director 7, and the payment rate of directors and auditors 3, respectively (hereinafter “instant retirement allowance regulations”).

(C) Around December 2012, the Plaintiff entered into an agreement with C, E, and D (hereinafter “C, etc.”) under which the Plaintiff acquired the Defendant’s new shares of KRW 40,000 and transferred the said new shares to C, etc. for KRW 200 million (hereinafter “instant investment agreement”).

2. In accordance with the instant investment agreement, the Defendant.