6-K
Woori Financial Group Inc. (WF)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2021
Commission File Number: 001-31811
Woori Financial Group Inc.
(Translation of registrant’s name into English)
51, Sogong-ro, Jung-gu, Seoul, 04632, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
51, Sogong-ro,
Jung-gu, Seoul, 04632 Korea
March 5, 2021
To Shareholders:
Convocation Notice of the Annual General Meeting of Shareholders
Notice is hereby given that an Annual General Meeting of Shareholders of Woori Financial Group (the “Company”) will be held as described hereunder and your attendance is cordially requested.
| Very truly yours,<br> <br>Tae Seung Son<br><br><br>Chief Executive Officer<br> <br>Woori Financial Group<br><br><br>51, Sogong-ro, Jung-gu<br><br><br>Seoul 04632, Korea |
|---|
Description
| 1. Date and Time | March 26, 2021; 10 A.M. (Local time) |
|---|---|
| 2. Venue | Synergy Hall, 5th floor, Woori Bank, 51, Sogong-ro, Jung-gu, Seoul, Korea<br><br><br>(subject to change in the case of extraordinary circumstances) |
| 3. Agenda | 1. Approval of financial statements for the fiscal year 2020 |
| 2. Approval of amendments to the Articles of Incorporation<br> <br><br><br><br>3. Approval of reduction of Capital Reserve<br> <br><br><br><br>4. Appointment of directors (1 standing director, 4 outside directors)<br> <br><br><br><br>- 4-1 Candidate for standing director : Won-Duk Lee<br><br><br><br> <br>- 4-2 Candidate for outside<br>director : Sung-Tae Ro<br> <br><br> <br>-<br>4-3 Candidate for outside director : Sang-Yong Park<br> <br><br><br><br>- 4-4 Candidate for outside director : Zhiping Tian<br><br><br><br> <br>- 4-5 Candidate for outside<br>director : Dong-Woo Chang<br> <br><br> <br>5. Appointment of<br>outside director who will serve as an Audit Committee Member<br> <br><br> <br>-<br>Candidate for outside director who will serve as an Audit Committee Member :<br> <br>Chan-Hyoung<br>Chung | |
| 6. Appointment of Audit Committee Members who are outside directors<br><br><br><br> <br>- 6-1 Candidate for Audit<br>Committee Member who is an outside director : Sung-Tae Ro<br> <br><br><br><br>- 6-2 Candidate for Audit Committee Member who is an outside director : Dong-Woo Chang<br> <br><br> <br>7. Approval of the maximum limit on<br>directors’ compensation | |
| --- |
Reference Document for the Exercise of Voting Rights
1. Approval of financial statements for the fiscal year 2020
Please refer to Appendix A.
The consolidated and separate financial statements in Appendix A have not yet been audited and are subject to change. For the audited financial statements, please refer to the Audit Reports to be furnished to the U.S. Securities and Exchange Commission as exhibits to a future Form 6-K.
2. Approval of amendments to the Articles of Incorporation (the“AOI”)
Please refer to Appendix B.
3. Approval of reduction of Capital Reserve
• Capital reserve reduction amount (to be transferred to retained earnings) : KRW 4 trillion (within the range permitted under the Korean Commercial Code)
• Since the total amount of capital reserves and profit reserves accumulated in the Company exceeds 1.5 times the amount of capital stock, we are transferring part of the excess capital reserve (the capital surplus of the holding company on a separate basis) to retained earnings, pursuant to Article 461-2 of the Korean Commercial Code.
4. Appointment of directors
[Details of Director Candidates ]
| Name | Date of Birth | Director Classification | Whether Directors whoare memberofthe Audit Committeeare elected separately | Relationship<br><br><br>with the<br> <br>Majority<br><br><br>Shareholder | Recommended by | |
|---|---|---|---|---|---|---|
| 4-1 | Won-Duk Lee | Jan. 15, 1962 | Standing Director | No | None | Board of Directors |
| 4-2 | Sung-Tae Ro | Sep. 3,1946 | Outside Director | No | None | Officer Candidate Recommendation Committee |
| 4-3 | Sang-Yong Park | Feb. 21, 1951 | Outside Director | No | None | Officer Candidate Recommendation Committee |
| 4-4 | Zhiping Tian | Feb. 2, 1966 | Outside Director | No | None | Officer Candidate Recommendation Committee |
| 4-5 | Dong-Woo Chang | Jan. 21,1967 | Outside Director | No | None | Officer Candidate Recommendation Committee |
| 1) | The terms of standing director candidate Won-Duk Lee & outside director candidates Sung-Tae Ro, Sang-Yong Park, Zhiping Tian and Dong-Woo Chang are from the time of appointment at the AGM for FY2020 to the end of the AGM for FY2021 | |||||
| --- | --- |
[ Experience ]
| Name | Career Highlights | Transactionswith theCompany withinthe pastthreeyears | ||
|---|---|---|---|---|
| 4-1 | Won-Duk<br><br><br>Lee | 2021-Current<br><br><br>2020-2021<br> <br>2018-2020<br><br><br>2017-2018<br> <br>2017-2017<br><br><br>2014-2017<br> <br>2014-2014<br><br><br>2013-2014<br> <br>2012-2013<br><br><br>2009-2012 | - Senior Deputy President, Woori Financial Group<br><br><br>- Deputy President, Strategy Planning Unit, Woori Financial Group<br><br><br>- Executive Vice President, Management and Finance Planning Group, Woori Bank<br><br><br>- Managing Director, Management and Finance Planning Group, Woori Bank<br><br><br>- Managing Director, Future Strategy Division, Woori Bank<br><br><br>- Senior General Manager, Future Strategy Department, Woori Bank<br><br><br>- General Manager, Strategy Business Department, Woori Bank<br><br><br>- General Manager, Strategy & Planning Department, Woori Financial Group<br><br><br>- General Manager, Global Strategy Department, Woori Financial Group<br><br><br>- General Manager, Treasury Department, Woori Bank | None |
| 4-2 | Sung-Tae Ro | 2019-Current<br><br><br>2018-Current<br> <br>2017-Current<br> <br>2012-2014<br><br><br>2007-2012 | - Outside Director, Woori Financial Group (Chairman of Board of Directors)<br><br><br>- Chairperson, Samsung Dream Scholarship Foundation<br> <br>- Outside<br>Director, Woori Bank (Chairman of Risk Management Committee)<br> <br>- Adviser, Hanwha Life Insurance CO, Ltd<br><br><br>- President, Hanwha Life Economic Research Institute | None |
| 4-3 | Sang-Yong Park | 2019- Current<br><br><br><br> <br>2018- Current<br><br><br>2017- Current<br><br><br>2016- Current<br> <br>2013-2015<br><br><br>2009-2012 | - Outside director, Woori Financial Group (Chairman of Risk Management Committee)<br><br><br>- Auditor, Educational Foundation of Yonsei University<br> <br>- Outside<br>Director, Woori Bank (Chairman of Board of Directors)<br> <br>- Director, Seoul Financial Forum<br><br><br>- Civilian Chair, Public Fund Oversight Committee<br> <br>- Professor and<br>Dean, School of Business & Graduate school of Business, Yonsei University | None |
| 4-4 | Zhiping Tian | 2019- Current<br><br><br>2017-2018<br><br><br>2016- Current<br> <br>2014-2014<br> <br>2013-2014<br><br><br><br> <br>2008-2012 | - Outside Director, Woori Financial Group<br> <br>-<br>Outside Director, Woori Bank<br> <br>- Vice President, Beijing FUPU DAOHE Investment Management Ltd.<br><br><br>- Head of Business Preparation Task Force, SPD Singapore branch<br> <br>-<br>Director-General Manager, Industrial and Commercial Bank of China<br> <br>(ICBC) London Limited<br><br><br>- Director-General Manager, Industrial and Commercial Bank of China<br><br><br>(ICBC) Middle East Limited | None |
| 4-5 | Dong-Woo Chang | 2019-Current<br><br><br><br> <br>2017-2018<br><br><br><br><br><br>2003-Current | - Outside Director, Woori Financial Group (Chairman of Officer Candidate Recommendation Committee)<br><br><br>- Outside Director, Woori Bank (Chairman of Officer Candidate Recommendation Committee)<br><br><br>- CEO, IMM Investment Corp. | None |
| Name | Delinquent tax payments | Executive officer of any<br><br><br>insolvent company | Grounds for potential<br><br><br>disqualification by law | |
| --- | --- | --- | --- | --- |
| 4-1 | Won-Duk Lee | None | None | None |
| 4-2 | Sung-Tae Ro | None | None | None |
| 4-3 | Sang-Yong Park | None | None | None |
| 4-4 | Zhiping Tian | None | None | None |
| 4-5 | Dong-Woo Chang | None | None | None |
[ Execution Plan of Candidates (for appointment of outside directors only) ]
| • | Candidate: Sung-Tae Ro |
|---|
1) Expertise
• This candidate holds a Ph.D.in Economics from Harvard Graduate School and is an expert in the field of Economics who served as the president of the Korea Economic Research Institute and the president of Hanwha Life Economic Research Institute. He will contribute to enhancing the expertise of the board of directors by sharing his in-depth perspectives in the macroeconomic field.
2) Independence
• This candidate has no business relations with either the largest shareholder or the Company and will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.
3) Job performance
• In order to achieve the Company’s vision of becoming a ‘financial group that creates tomorrow’s value with today’s innovation, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his expertise and independence.
| • | Candidate: Sang-Yong Park |
|---|
1) Expertise
• This candidate holds a Ph.D. in Business Administration from New York University Graduate School, and is an expert in the field of business management who has worked as a professor in the Department of Business Administration at Yonsei University for more than 30 years. As an expert on governance, he has served as an outside director at numerous institutions and as the civilian chair of the Public Fund Oversight Committee, and he plans to establish an exemplary and advanced board operation and system.
2) Independence
• This candidate has no business relations with either the largest shareholder or the Company and will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.
3) Job performance
• This candidate will faithfully carry out recommendations for the Company’s development and supervisory activities for internal control based on his independence and expertise, and will continue to contribute to the group’s development.
| • | Candidate: Zhiping Tian |
|---|
1) Expertise
• This candidate is a highly experienced person who served as the CEO at a global leading bank, the Industrial and Commercial Bank of China for Middle East Limited and London Limited. Drawing upon his experiences as the CEO of a global bank, he will contribute to enhancing the expertise of the board of directors by helping the group’s overseas expansion.
2) Independence
• This candidate has no business relations with either the largest shareholder or the Company and will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.
3) Job performance
• This candidate will faithfully carry out recommendations for the Company’s development and supervisory activities for internal control based on his independence and expertise, and will continue to contribute to the group’s development.
| • | Candidate: Dong-Woo Chang |
|---|
1) Expertise
• This candidate is a certified public accountant and is an expert in the field of accounting with many years of experience working in an accounting firm. Serving as the CEO of IMM Investment Corp., he has successfully led a number of corporate investments with excellent analysis and insight. Based on this, he will contribute to enhancing the expertise of the board of directors by expressing his professional opinions on entering into new business areas and conducting M&A.
2) Independence
• This candidate has no business relations with either the largest shareholder or the Company and will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.
3) Job performance
• This candidate will faithfully carry out recommendations for the Company’s development and supervisory activities for internal control based on his independence and expertise, and will continue to contribute to the group’s development.
[ Reasons for recommendation by the Board of Directors ]
| • | Candidate: Won-Duk Lee |
|---|
• As Senior Deputy President, this candidate is currently in charge of the overall corporate business, including strategy, finance, and digital operations. The candidate previously served as the General Manager of the Treasury Department and the Senior General Manager of the Future Strategy Department, and served as Executive Vice President of Woori Bank’s Management and Finance Planning Group from December 2018 to February 2020, contributing to the Bank’s achievement of record earnings.
• Recommended as a standing director as this candidate is expected to contribute to the Company’s continued growth and increase in customer and shareholder value through his expertise and experience.
| • | Candidate: Sung-Tae Ro |
|---|
• This candidate holds a Ph.D.in Economics at Harvard Graduate School and is an expert in the field of Economics who served as the president of the Korea Economic Research Institute and the president of Hanwha Life Economic Research Institute. He contributed to enhancing the expertise of the board of directors by expressing opinions of management issues from an in-depth perspective in the macroeconomic field. As the chairman of the board of directors, he displayed both an appreciative character and leadership, and played a key role in promoting the consolidation of the board of directors and eliciting smooth communication between directors and management.
• Recommended as an outside director, as this candidate is expected to greatly contribute to the Company’s sound management and group development, such as strong ethical responsibility for the job and emphasis on fairness and transparency in work.
| • | Candidate: Sang-Yong Park |
|---|
• This candidate, as a top-level management expert, contributed greatly to the development of the group’s management by presenting reasonable opinions on major management issues, based on his deep understanding of the Company. As an expert on governance, who has served as an outside director at numerous institutions and as the civilian chair of the Public Fund Oversight Committee, he contributed to the advancement of corporate governance structure and the improvement of board operations. He led the board of directors’ active discussion culture by presenting constructive and effective opinions based on a wealth of expertise in not only the management field but also in the overall financial sector, and was evaluated as having a strong sense of responsibility by promoting harmony among members.
• Recommended as an outside director, as this candidate is expected to continue to contribute to the group’s development.
| • | Candidate: Zhiping Tian |
|---|
• This candidate contributed to the group’s development by presenting opinions and solutions from various perspectives related to the group’s overseas expansion and the system of advanced financial institutions abroad based on his experience as the CEO of a global leading bank. As a member of the Risk Management Committee, he has excellent risk analysis capabilities and contributes to the sound management development of the company by continuously presenting opinions on key issues such as the ‘staged crisis management system’. In particular, despite residing abroad, he has actively participated as a member of the board of directors through conference calls and was evaluated as performing reasonable and fair board activities for the benefit of shareholders and stakeholders.
• Recommended as an outside director in consideration of the above facts.
| • | Candidate: Dong-Woo Chang |
|---|
• This candidate, as a certified public accountant, is an expert in the field of accounting with many years of experience working at an accounting firm, and faithfully executed the responsibilities and duties of a director, such as helping the Company prepare preemptive countermeasures to financial and accounting-related issues. As a professional manager, he made great contributions to enhancing the expertise of the board of directors by expressing his professional opinions on entering into new business areas and conducting M&A, based on his deep insight and his experiences in general management. In addition, as the chairman of the Officer Candidate Recommendation Committee, he has been evaluated as having faithfully performed his assigned roles, such as enhancing the management succession program and systemizing the management of candidates to stabilize the Company’s governance structure.
• Recommended as an outside director, as this candidate is expected to contribute to the group’s development in the future.
5. Appointment of outside director who will serve as Audit Committee Member
[ Details of Director Candidates ]
| Name | Date of Birth | DirectorClassification | Whether Directorswho are memberofthe Audit Committeeare elected separately | RelationshipwiththeMajorityShareholder | Recommended by | |
|---|---|---|---|---|---|---|
| 5-1 | Chan-Hyoung<br><br><br>Chung | Feb. 15, 1956 | Outside Director | Elected separately | None | Officer Candidate Recommendation Committee |
| 1) | The term of outside director candidate Chan-Hyoung Chung is from the time of appointment at the AGM for FY2020<br>to the end of the AGM for FY2021 | |||||
| --- | --- |
[ Experience ]
| Name | Career Highlights | Transactionswith theCompany withinthe pastthreeyears | ||
|---|---|---|---|---|
| 5-1 | Chan-Hyoung<br><br><br>Chung | 2019-Current<br><br><br><br> <br>2018-Current<br><br><br>2018-2019<br> <br>2015-2018<br><br><br>2015-2015<br> <br>2007-2014 | - Outside Director, Woori Financial Group (Chairman of Audit Committee & Compensation Committee)<br><br><br>- Outside Director, Woori Bank (Chairman of Audit Committee)<br> <br>-<br>Advisor, POSCO Capital<br> <br>- CEO, POSCO Capital<br> <br>- Vice Chairman,<br>Korea Investment Management<br> <br>- CEO and President, Korea Investment Management | None |
| Name | Delinquent tax payments | Executive officer of any<br><br><br>insolvent company | Grounds for potentialdisqualification bylaw | |
| --- | --- | --- | --- | --- |
| 5-1 | Chan-Hyoung Chung | None | None | None |
[ Execution Plan of Candidates (for appointment of outside directors only) ]
| • | Candidate: Chan-Hyoung Chung |
|---|
1) Expertise
• This candidate is an expert in the field of Finance who served as the CEO of POSCO Capital and the CEO & president of Korea Investment Management. After being appointed as an outside director, he will contribute to enhancing the expertise of the board of directors with his extensive experience and insights into the financial industry.
2) Independence
• This candidate has no business relations with either the largest shareholder or the Company and will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.
3) Job performance
• In order to achieve the Company’s vision of becoming a ‘financial group that creates tomorrow’s value with today’s innovation’, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his expertise and independence
[ Reasons for recommendation by the Board of Directors ]
| • | Candidate: Chan-Hyoung Chung |
|---|
• This candidate has a deep knowledge of the financial industry and an excellent understanding of his job based on his deep insights and long experience as a corporate manager. In particular, he has excellent information-gathering and analysis power, and has contributed significantly to the Company’s financial and audit-related discussions by presenting balanced opinions that prevented biased management and decision-making. In particular, as the Chairman of the Audit Committee, he has contributed greatly to the sound management of the Company by actively communicating with the management and external auditors to improve the transparency of the Company’s finance and management, and making rational decisions.
• Recommended as an outside director, as this candidate is evaluated as having faithfully performed the position of outside director by showing a strong sense of responsibility such as presenting proactive opinions through careful preliminary review of the agenda of the board.
| • | The appointment of the outside director above is a separate agenda item from the appointment of other directors<br>in accordance with Article 19, Clause 5 of Act on Corporate Governance of Financial Companies. |
|---|
6. Appointment of Audit CommitteeMembers who are outside directors
[ Details of Director Candidates ]
| Name | Date of Birth | Director<br><br><br>Classification | Whether Directorswho are member ofthe AuditCommitteeare elected separately | RelationshipwiththeMajorityShareholder | Recommended by | |
|---|---|---|---|---|---|---|
| 6-1 | Sung-Tae Ro | Sep. 3,1946 | Outside Director | No | None | Officer Candidate Recommendation Committee |
| 6-2 | Dong-Woo Chang | Jan. 21,1967 | Outside Director | No | None | Officer Candidate Recommendation Committee |
| 1) | The terms of Audit Committee member candidates Sung-Tae Ro, Dong-Woo Chang are from the time of appointment at the AGM for FY2020 to the end of the AGM for FY2021 | |||||
| --- | --- |
[ Experience ]
| Name | Career Highlights | Transactionswith theCompany withinthe pastthreeyears | ||
|---|---|---|---|---|
| 6-1 | Sung-Tae Ro | 2019-Current<br><br><br>2018-Current<br> <br>2017-Current<br> <br>2012-2014<br><br><br>2007-2012 | - Outside Director, Woori Financial Group (Chairman of Board of Directors)<br><br><br>- Chairperson, Samsung Dream Scholarship Foundation<br> <br>- Outside<br>Director, Woori Bank (Chairman of Risk Management Committee)<br> <br>- Adviser, Hanwha Life Insurance Co., Ltd<br><br><br>- President, Hanwha Life Economic Research Institute | None |
| 6-2 | Dong-Woo Chang | 2019-Current<br><br><br><br> <br>2017-2018<br><br><br>2003-Current | - Outside Director, Woori Financial Group (Chairman of Officer Candidate Recommendation Committee)<br><br><br>- Outside Director, Woori Bank (Chairman of Officer Candidate Recommendation Committee)<br><br><br>- CEO, IMM Investment Corp. | None |
| Name | Delinquent tax payments | Executive officer of<br><br><br>any insolvent company | Grounds for potential<br><br><br>disqualification by law | |
| --- | --- | --- | --- | --- |
| 6-1 | Sung-Tae Ro | None | None | None |
| 6-2 | Dong-Woo Chang | None | None | None |
[ Execution Plan of Candidates (for appointment of outside directors only) ]
| • | Candidate: Sung-Tae Ro |
|---|
1) Expertise
• This candidate holds a Ph.D.in Economics from Harvard Graduate School and is an expert in the field of Economics who served as the president of the Korea Economic Research Institute and the president of Hanwha Life Economic Research Institute. He will contribute to enhancing the expertise of the board of directors by sharing his in-depth perspectives in the macroeconomic field.
2) Independence
• This candidate has no business relations with either the largest shareholder or the Company and will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.
3) Job performance
• In order to achieve the Company’s vision of becoming a ‘financial group that creates tomorrow’s value with today’s innovation’, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his expertise and independence.
| • | Candidate: Dong-Woo Chang |
|---|
1) Expertise
• This candidate is a certified public accountant and is an expert in the field of accounting with many years of experience working at an accounting firm. Serving as the CEO of IMM Investment Corp., he has successfully led a number of corporate investments with excellent analysis and insight. Based on this, he will contribute to enhancing the expertise of the board of directors by expressing his professional opinions on entering into new business areas and conducting M&A.
2) Independence
• This candidate has no business relations with either the largest shareholder or the Company and will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.
3) Job performance
• This candidate will faithfully carry out recommendations for the company’s development and supervisory activities for internal control based on his independence and expertise, and will continue to contribute to the group’s development.
[ Reasons for recommendation by the Board of Directors ]
| • | Candidate: Sung-Tae Ro |
|---|
• This candidate holds a Ph.D.in Economics from Harvard Graduate School and is an expert in the field of Economics who served as the president of the Korea Economic Research Institute and the president of Hanwha Life Economic Research Institute. He contributed to enhancing the expertise of the board of directors by expressing opinions of management issues from an in-depth perspective in the macroeconomic field. As the chairman of the board of directors, he displayed both an appreciative character and leadership, and played a key role in promoting the consolidation of the board of directors, by eliciting smooth communication between directors and management.
• Recommended as an outside director, as this candidate is expected to greatly contribute to the Company’s sound management and development, with his strong ethical job responsibilities and his emphasis on fairness and transparency in work.
| • | Candidate: Dong-Woo Chang |
|---|
• This candidate, as a certified public accountant, is an expert in the field of accounting with many years of experience working at an accounting firm, and faithfully executed the responsibilities and duties of a director, such as helping the Company prepare preemptive countermeasures to financial and accounting-related issues. As a professional manager, he made great contributions to enhancing the expertise of the board of directors by expressing his professional opinions on entering into new business areas and conducting M&A, based on his deep insight and his experiences in general management. In addition, as the chairman of the Officer Candidate Recommendation Committee, he has been evaluated as having faithfully performed his assigned roles, such as enhancing the management succession program and systemizing the management of the candidate to stabilize the Company’s governance structure.
• Recommended as an outside director, as this candidate is expected to contribute to the group’s development in the future.
7. Approval of directors’ compensation limit
| Item | 2021 | 2020 |
|---|---|---|
| Number of Directors (Number of Outside Directors) | 9 (6) | 9 (6) |
| Compensation Limit | 3.2 billion won | 3.2 billion won |
| Total Compensation | 1.72 billion won | |
| * | Allocation within the total compensation limit delegated to the board of directors (Board Compensation<br>Committee). | |
| --- | --- | |
| * | Performance-based stock compensation excluded. | |
| --- | --- |
Appendix A. Financial Statements for FY2020
For further information, please refer to the Audit Reports to be furnished to the U.S. Securities and Exchange Commission as an exhibit to the Form 6-K. The Audit Reports will be available on the U.S. Securities and Exchange Commission website at www.sec.gov.
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2020 AND 2019
| December 31,<br>2020 | December 31,<br>2019 | |||
|---|---|---|---|---|
| (Korean Won in millions) | ||||
| ASSETS | ||||
| Cash and cash equivalents | 9,990,983 | 6,392,566 | ||
| Financial assets at fair value through profit or loss (“FVTPL”) | 14,762,941 | 8,069,144 | ||
| Financial assets at fair value through other comprehensive income (“FVTOCI”) | 30,028,929 | 27,730,531 | ||
| Securities at amortized cost | 17,020,839 | 20,320,539 | ||
| Loans and other financial assets at amortized cost | 320,106,078 | 293,717,693 | ||
| Investments in joint ventures and associates | 993,291 | 806,360 | ||
| Investment properties | 387,464 | 280,239 | ||
| Premises and equipment | 3,287,198 | 3,364,716 | ||
| Intangible assets | 792,077 | 844,110 | ||
| Assets held for sale | 60,002 | 10,556 | ||
| Net defined benefit asset | 5,658 | 2,582 | ||
| Current tax assets | 75,655 | 47,367 | ||
| Deferred tax assets | 46,088 | 39,544 | ||
| Derivative assets (Designated for hedging) | 174,820 | 121,131 | ||
| Other assets | 1,348,994 | 233,646 | ||
| Total assets | 399,081,017 | 361,980,724 | ||
| LIABILITIES | ||||
| Financial liabilities at fair value through profit or loss (“FVTPL”) | 6,813,822 | 2,958,302 | ||
| Deposits due to customers | 291,477,279 | 264,685,578 | ||
| Borrowings | 20,745,466 | 18,998,920 | ||
| Debentures | 37,479,358 | 30,858,055 | ||
| Provisions | 501,643 | 443,980 | ||
| Net defined benefit liability | 52,237 | 92,470 | ||
| Current tax liabilities | 370,718 | 182,690 | ||
| Deferred tax liabilities | 160,250 | 134,322 | ||
| Derivative liabilities (Designated for hedging) | 64,769 | 6,837 | ||
| Other financial liabilities | 14,215,817 | 17,706,767 | ||
| Other liabilities | 473,813 | 420,471 | ||
| Total liabilities | 372,355,172 | 336,488,392 |
(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2020 AND 2019 (CONTINUED)
| December 31,<br>2020 | December 31,<br>2019 | |||||
|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||
| EQUITY | ||||||
| Owners’ equity | ||||||
| Capital stock | 3,611,338 | 3,611,338 | ||||
| Hybrid securities | 1,895,366 | 997,544 | ||||
| Capital surplus | 626,111 | 626,295 | ||||
| Other equity | (2,347,472 | ) | (2,249,322 | ) | ||
| Retained earnings | 19,268,265 | 18,524,515 | ||||
| 23,053,608 | 21,510,370 | |||||
| Non-controlling interests | 3,672,237 | 3,981,962 | ||||
| Total equity | 26,725,845 | 25,492,332 | ||||
| Total liabilities and equity | 399,081,017 | 361,980,724 |
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||
| Interest income | 9,523,853 | 10,576,770 | ||||
| Financial assets at FVTPL | 48,612 | 50,619 | ||||
| Financial assets at FVTOCI | 437,527 | 474,751 | ||||
| Financial assets at amortized cost | 9,037,714 | 10,051,400 | ||||
| Interest expense | (3,525,341 | ) | (4,683,064 | ) | ||
| Net interest income | **** | 5,998,512 | **** | **** | 5,893,706 | **** |
| Fees and commissions income | 1,694,016 | 1,709,326 | ||||
| Fees and commissions expense | (679,977 | ) | (606,698 | ) | ||
| Net fees and commissions income | **** | 1,014,039 | **** | **** | 1,102,628 | **** |
| Dividend income | 138,543 | 107,959 | ||||
| Net gain on financial instruments at FVTPL | 421,709 | 25,455 | ||||
| Net gain on financial assets at FVTOCI | 24,138 | 11,015 | ||||
| Net gain arising on financial assets at amortized cost | 44,443 | 102,115 | ||||
| Impairment losses due to credit loss | (784,371 | ) | (374,244 | ) | ||
| General and administrative expense | (3,956,181 | ) | (3,766,077 | ) | ||
| Other net operating expense | (820,438 | ) | (302,581 | ) | ||
| Operating income | **** | 2,080,394 | **** | **** | 2,799,976 | **** |
| Share of gain of joint ventures and associates | 101,077 | 83,997 | ||||
| Other non-operating expense | (180,220 | ) | (160,924 | ) | ||
| Non-operating expense | **** | (79,143 | ) | **** | (76,927 | ) |
| Net income before income tax expense | 2,001,251 | 2,723,049 | ||||
| Income tax expense | (486,002 | ) | (685,453 | ) | ||
| Net income | **** | 1,515,249 | **** | **** | 2,037,596 | **** |
| Net gain(loss) on valuation of equity securities at FVTOCI | 47,246 | (58,129 | ) | |||
| Changes in capital due to equity method | (2,065 | ) | — | |||
| Remeasurement gain(loss) related to defined benefit plan | 9,783 | (34,648 | ) | |||
| Items that will not be reclassified to profit or loss: | **** | 54,964 | **** | **** | (92,777 | ) |
| Net gain on valuation of debt securities at FVTOCI | 12,114 | 43,988 | ||||
| Changes in capital due to equity method | (233 | ) | 613 | |||
| Net gain(loss) on foreign currency translation of foreign operations | (153,472 | ) | 101,781 | |||
| Net gain(loss) on valuation of cash flow hedge | 4,420 | (1,823 | ) | |||
| Items that may be reclassified to profit or loss: | **** | (137,171 | ) | **** | 144,559 | **** |
| Other comprehensive income (loss), net of tax | **** | (82,207 | ) | **** | 51,782 | **** |
| Total comprehensive income | **** | 1,433,042 | **** | **** | 2,089,378 | **** |
(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (CONTINUED)
| 2020 | 2019 | |||
|---|---|---|---|---|
| (Korean Won in millions) | ||||
| Net income attributable to: | **** | 1,515,249 | **** | 2,037,596 |
| Net income attributable to owners | 1,307,266 | 1,872,207 | ||
| Net income attributable to non-controlling<br>interests | 207,983 | 165,389 | ||
| Total comprehensive income attributable to: | **** | 1,433,042 | **** | 2,089,378 |
| Comprehensive income attributable to owners | 1,233,097 | 1,914,393 | ||
| Comprehensive income attributable to non-controlling<br>interests | 199,945 | 174,985 | ||
| Earnings per share | ||||
| Basic and diluted earnings per share (Unit: In Korean Won) | 1,742 | 2,727 |
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR YEARS ENDED DECEMBER 31, 2020 AND 2019
| Capital<br>Stock | Hybridsecurities | Capital<br>surplus | Other<br>equity | Retainedearnings | Owners’equity intotal | Non-controllinginterests | Total<br>equity | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Korean Won in millions) | |||||||||||||||||||||||
| January 1, 2019 | 3,381,392 | 3,161,963 | 285,889 | (2,213,970 | ) | 17,124,657 | 21,739,931 | 213,113 | 21,953,044 | ||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||
| Net income | — | — | — | — | 1,872,207 | 1,872,207 | 165,389 | 2,037,596 | |||||||||||||||
| Net loss on valuation of financial instruments at FVTOCI | — | — | — | (14,101 | ) | — | (14,101 | ) | (40 | ) | (14,141 | ) | |||||||||||
| Net gain(loss) due to disposal of equity securities at FVTOCI | — | — | — | 29,368 | (29,368 | ) | — | — | — | ||||||||||||||
| Changes in capital due to equity method | — | — | 1,153 | 613 | — | 1,766 | — | 1,766 | |||||||||||||||
| Gain on foreign currency translation of foreign operations | — | — | — | 91,748 | — | 91,748 | 10,033 | 101,781 | |||||||||||||||
| Loss on valuation of cash flow hedge | — | — | — | (1,823 | ) | — | (1,823 | ) | — | (1,823 | ) | ||||||||||||
| Remeasurement loss related to defined benefit plan | — | — | — | (34,251 | ) | — | (34,251 | ) | (397 | ) | (34,648 | ) | |||||||||||
| Transactions with owners | |||||||||||||||||||||||
| Dividends to common stocks | — | — | — | — | (437,626 | ) | (437,626 | ) | (2,014 | ) | (439,640 | ) | |||||||||||
| Acquisition of subsidiaries | 229,946 | — | 351,663 | — | — | 581,609 | 69,534 | 651,143 | |||||||||||||||
| New stocks issue cost | — | — | (12,848 | ) | — | — | (12,848 | ) | — | (12,848 | ) | ||||||||||||
| Net increase of treasury stocks | — | — | — | 4,245 | — | 4,245 | — | 4,245 | |||||||||||||||
| Issuance of hybrid securities | — | 997,544 | — | — | — | 997,544 | 658,470 | 1,656,014 | |||||||||||||||
| Dividends to hybrid securities | — | — | — | — | (4,362 | ) | (4,362 | ) | (134,421 | ) | (138,783 | ) | |||||||||||
| Redemption of hybrid securities | — | — | — | (277 | ) | — | (277 | ) | (159,618 | ) | (159,895 | ) | |||||||||||
| Exchange of non-controlling interests in hybrid<br>securities | — | (3,161,963 | ) | — | — | — | (3,161,963 | ) | 3,161,963 | — | |||||||||||||
| Changes in subsidiaries’ capital | — | — | 438 | — | — | 438 | (50 | ) | 388 | ||||||||||||||
| Appropriation of retained earnings | — | — | — | 368 | (368 | ) | — | — | — | ||||||||||||||
| Other changes in consolidated capital | — | — | — | (111,242 | ) | (625 | ) | (111,867 | ) | — | (111,867 | ) | |||||||||||
| December 31, 2019 | 3,611,338 | 997,544 | 626,295 | (2,249,322 | ) | 18,524,515 | 21,510,370 | 3,981,962 | 25,492,332 | ||||||||||||||
| January 1, 2020 | 3,611,338 | 997,544 | 626,295 | (2,249,322 | ) | 18,524,515 | 21,510,370 | 3,981,962 | 25,492,332 | ||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||
| Net income | — | — | — | — | 1,307,266 | 1,307,266 | 207,983 | 1,515,249 | |||||||||||||||
| Net gain(loss) on valuation of financial instruments at FVTOCI | — | — | — | 59,417 | — | 59,417 | (57 | ) | 59,360 | ||||||||||||||
| Net gain(loss) due to disposal of equity securities at FVTOCI | — | — | — | 2,664 | (2,664 | ) | — | — | — | ||||||||||||||
| Changes in capital due to equity method | — | — | — | (2,298 | ) | — | (2,298 | ) | — | (2,298 | ) | ||||||||||||
| Gain on foreign currency translation of foreign operations | — | — | — | (145,376 | ) | — | (145,376 | ) | (8,096 | ) | (153,472 | ) | |||||||||||
| Gain on valuation of cash flow hedge | — | — | — | 4,306 | — | 4,306 | 114 | 4,420 | |||||||||||||||
| Remeasurement gain related to defined benefit plan | — | — | — | 9,782 | — | 9,782 | 1 | 9,783 | |||||||||||||||
| Transactions with owners | |||||||||||||||||||||||
| Dividends to common stocks | — | — | — | — | (505,587 | ) | (505,587 | ) | (2,071 | ) | (507,658 | ) | |||||||||||
| Issuance of hybrid securities | — | 897,822 | — | — | — | 897,822 | — | 897,822 | |||||||||||||||
| Dividends to hybrid securities | — | — | — | — | (48,915 | ) | (48,915 | ) | (162,362 | ) | (211,277 | ) | |||||||||||
| Redemption of hybrid securities | — | — | — | (31,252 | ) | — | (31,252 | ) | (555,744 | ) | (586,996 | ) | |||||||||||
| Changes in subsidiaries’ capital | — | — | (184 | ) | 4,607 | (6,350 | ) | (1,927 | ) | 45,684 | 43,757 | ||||||||||||
| Changes in non-controlling interests related to business<br>combination | — | — | — | — | — | — | 164,823 | 164,823 | |||||||||||||||
| December 31, 2020 | 3,611,338 | 1,895,366 | 626,111 | (2,347,472 | ) | 19,268,265 | 23,053,608 | 3,672,237 | 26,725,845 |
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||
| Cash flows from operating activities: | ||||||
| Net income | 1,515,249 | 2,037,596 | ||||
| Adjustments to net income: | ||||||
| Income tax expense | 486,002 | 685,453 | ||||
| Interest income | (9,523,853 | ) | (10,576,770 | ) | ||
| Interest expense | 3,525,341 | 4,683,064 | ||||
| Dividend income | (138,543 | ) | (107,959 | ) | ||
| (5,651,053 | ) | (5,316,212 | ) | |||
| Additions of expenses not involving cash outflows: | ||||||
| Loss on valuation of financial instruments at FVTPL | 44,863 | — | ||||
| Loss on financial assets at FVTOCI | 787 | 1,375 | ||||
| Impairment loss due to credit loss | 784,371 | 374,244 | ||||
| Loss on other provisions | 232,680 | 129,682 | ||||
| Retirement benefit | 174,628 | 165,125 | ||||
| Depreciation and amortization | 535,548 | 505,718 | ||||
| Net gain on foreign currency translation | 191,504 | — | ||||
| Loss on derivatives (designated for hedge) | 82,746 | 3,686 | ||||
| Loss on fair value hedge | 68,508 | 86,214 | ||||
| Loss on valuation of investments in joint ventures and associates | 24,525 | 19,778 | ||||
| Loss on disposal of premises and equipment, intangible assets and other assets | 2,717 | 3,433 | ||||
| Impairment loss on premises and equipment, intangible assets and other assets | 8,763 | 28,295 | ||||
| 2,151,640 | 1,317,550 | |||||
| Deductions of income not involving cash inflows: | ||||||
| Gain on valuation of financial instruments at FVTPL | — | 246,175 | ||||
| Gain on financial assets at FVTOCI | 24,925 | 12,390 | ||||
| Gain on other provisions | 2,450 | 3,302 | ||||
| Gain on derivatives (designated for hedge) | 67,395 | 126,651 | ||||
| Gain on fair value hedge | 9,646 | 231 | ||||
| Gain on valuation of investments in joint ventures and associates | 125,602 | 103,775 | ||||
| Gain on disposal of investments in joint ventures and associates | 3,470 | — | ||||
| Gain on disposal of premises and equipment, intangible assets and other assets | 9,715 | 1,632 | ||||
| Reversal of impairment loss on premises and equipment, intangible assets and other assets | 172 | 103 | ||||
| Profit from bargain purchase | 67,427 | — | ||||
| Other income | 20,600 | — | ||||
| 331,402 | 494,259 | |||||
| Changes in operating assets and liabilities: | ||||||
| Financial instruments at FVTPL | (875,076 | ) | (506,772 | ) | ||
| Loans and other financial assets at amortized cost | (22,763,000 | ) | (11,265,714 | ) | ||
| Other assets | (89,918 | ) | 86,237 | |||
| Deposits due to customers | 27,378,173 | 15,407,222 | ||||
| Provisions | (184,112 | ) | (63,751 | ) | ||
| Net defined benefit liability | (215,010 | ) | (293,008 | ) | ||
| Other financial liabilities | (2,694,624 | ) | (4,719,399 | ) | ||
| Other liabilities | (8,150 | ) | 30,693 | |||
| 548,283 | (1,324,492 | ) | ||||
| Interest income received | 9,558,119 | 10,478,357 | ||||
| Interest expense paid | (4,008,001 | ) | (4,383,916 | ) | ||
| Dividends received | 138,562 | 107,940 | ||||
| Income tax paid | (315,422 | ) | (552,215 | ) | ||
| 5,373,258 | 5,650,166 | |||||
| Net cash inflow from operating activities | 3,605,975 | 1,870,349 |
(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (CONTINUED)
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||
| Cash flows from investing activities: | ||||||
| Cash in-flows from investing activities: | ||||||
| Disposal of financial instruments at FVTPL | 6,605,483 | 11,357,056 | ||||
| Disposal of financial assets at FVTOCI | 20,527,695 | 14,303,197 | ||||
| Redemption of securities at amortized cost | 5,661,472 | 8,709,947 | ||||
| Disposal of investments in joint ventures and associates | 410,940 | 30,098 | ||||
| Disposal of investment properties | 353 | 193 | ||||
| Disposal of premises and equipment | 22,828 | 13,343 | ||||
| Disposal of intangible assets | 634 | 939 | ||||
| Net increase of other assets | 26,642 | — | ||||
| 33,256,047 | 34,414,773 | |||||
| Cash out-flows from investing activities: | ||||||
| Net cash in-flows of business combination | 313,058 | 296,813 | ||||
| Acquisition of financial instruments at FVTPL | 8,082,824 | 11,823,630 | ||||
| Acquisition of financial assets at FVTOCI | 23,044,741 | 23,775,062 | ||||
| Acquisition of securities at amortized cost | 2,380,448 | 6,092,078 | ||||
| Acquisition of investments in joint ventures and associates | 550,619 | 389,096 | ||||
| Acquisition of investment properties | 76,588 | 70,346 | ||||
| Acquisition of premises and equipment | 149,341 | 429,547 | ||||
| Acquisition of intangible assets | 114,854 | 126,342 | ||||
| 34,712,473 | 43,002,914 | |||||
| Net cash outflow from investing activities | (1,456,426 | ) | (8,588,141 | ) | ||
| Cash flows from financing activities: | ||||||
| Cash in-flows from financing activities: | ||||||
| Net increase in borrowings | 2,033,851 | 3,081,757 | ||||
| Issuance of debentures | 23,082,798 | 25,510,713 | ||||
| Net increase of other liabilities | 3,971 | — | ||||
| Issuance of hybrid securities | 897,822 | 1,656,014 | ||||
| Retirement of treasury stocks | — | 760,101 | ||||
| Paid-in capital increase on<br>non-controlling interests | 45,749 | — | ||||
| 26,064,191 | 31,008,585 | |||||
| Cash out-flows from financing activities: | ||||||
| Net cash out-flows from hedging activities | 5,409 | 5,520 | ||||
| Redemption of debentures | 22,168,962 | 23,651,950 | ||||
| Redemption of lease liabilities | 204,794 | 217,867 | ||||
| New stock issue cost | — | 17,337 | ||||
| Acquisition of treasury stocks | — | 184,164 | ||||
| Dividends paid | 505,587 | 437,626 | ||||
| Redemption of hybrid stocks | 598,850 | 160,000 | ||||
| Dividends paid to hybrid securities | 211,277 | 161,052 | ||||
| Dividends paid to non-controlling interest | 2,071 | 2,014 | ||||
| Paid-in capital decrease on<br>non-controlling interests | — | 50 | ||||
| 23,696,950 | 24,837,580 | |||||
| Net cash inflow from financing activities | 2,367,241 | 6,171,005 | ||||
| Net increase (decrease) in cash and cash equivalents | 4,516,790 | (546,787 | ) | |||
| Cash and cash equivalents, beginning of the period | 6,392,566 | 6,747,894 | ||||
| Effects of exchange rate changes on cash and cash equivalents | (918,373 | ) | 191,459 | |||
| Cash and cash equivalents, end of the period | 9,990,983 | 6,392,566 |
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2020 AND 2019
| December 31,<br>2020 | December 31,<br>2019 | |||||
|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||
| ASSETS | ||||||
| Cash and cash equivalents | 69,176 | 43,670 | ||||
| Financial assets at fair value through profit or loss (“FVTPL”) | 7,247 | 9,434 | ||||
| Financial assets at fair value through other comprehensive income (“FVTOVI”) | 149,614 | — | ||||
| Loans and other financial assets at amortized cost | 619,117 | 1,269,203 | ||||
| Investments in subsidiaries | 21,562,229 | 19,873,593 | ||||
| Premises and equipment | 12,538 | 7,383 | ||||
| Intangible assets | 5,282 | 3,310 | ||||
| Net defined benefit asset | 3,509 | — | ||||
| Current tax assets | 307 | — | ||||
| Deferred tax assets | 964 | — | ||||
| Total assets | 22,429,983 | 21,206,593 | ||||
| LIABILITIES | ||||||
| Debentures | 1,147,503 | 947,679 | ||||
| Provisions | 782 | 600 | ||||
| Net defined benefit liability | — | 3,482 | ||||
| Current tax liabilities | 215,071 | 133,526 | ||||
| Deferred tax liabilities | — | 154 | ||||
| Other financial liabilities | 22,085 | 10,745 | ||||
| Other liabilities | 570 | 4,142 | ||||
| Total liabilities | 1,386,011 | 1,100,328 | ||||
| EQUITY | ||||||
| Capital stock | 3,611,338 | 3,611,338 | ||||
| Hybrid securities | 1,895,322 | 997,544 | ||||
| Capital surplus | 14,874,084 | 14,874,084 | ||||
| Other equity | (1,518 | ) | (631 | ) | ||
| Retained earnings | 664,746 | 623,930 | ||||
| Total equity | 21,043,972 | 20,106,265 | ||||
| Total liabilities and equity | 22,429,983 | 21,206,593 |
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2020
AND FOR THE PERIOD FROM JANUARY 11, 2019 (DATE OF INCORPORATION)
TO DECEMBER 31, 2019
| For the year ended<br>December 31, 2020 | For the period from<br>January 11, 2019<br>(date of incorporation)<br>to December 31,2019 | |||||
|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||
| Interest income | 10,082 | 7,741 | ||||
| Interest expense | (23,035 | ) | (7,701 | ) | ||
| Net interest income | **** | (12,953 | ) | **** | 40 | **** |
| Fees and commissions income | 805 | — | ||||
| Fees and commissions expense | (16,199 | ) | (15,833 | ) | ||
| Net fees and commissions loss | **** | (15,394 | ) | **** | (15,833 | ) |
| Dividend income | 680,375 | 676,000 | ||||
| Net gain(loss) on financial instruments at FVTPL | (920 | ) | 9,434 | |||
| Reversal(Provision) of impairment losses due to credit loss | 116 | (263 | ) | |||
| General and administrative expenses | (56,472 | ) | (39,941 | ) | ||
| Operating income | **** | 594,752 | **** | **** | 629,437 | **** |
| Non-operating expense | **** | (215 | ) | **** | (750 | ) |
| Net income before income tax expense | **** | 594,537 | **** | **** | 628,687 | **** |
| Income tax income(expense) | 781 | (394 | ) | |||
| Net income | **** | 595,318 | **** | **** | 628,293 | **** |
| Net loss on valuation of equity securities at FVTOCI | (280 | ) | — | |||
| Remeasurement loss related to defined benefit plan | (607 | ) | (631 | ) | ||
| Items that will not be reclassified to profit or loss: | **** | (887 | ) | **** | (631 | ) |
| Other comprehensive loss, net of tax | **** | (887 | ) | **** | (631 | ) |
| Total comprehensive income | **** | 594,431 | **** | **** | 627,662 | **** |
| Earnings per share | ||||||
| Basic and diluted earnings per share (Unit: In Korean Won) | **** | 757 | **** | **** | 900 | **** |
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2020
AND FOR THE PERIOD FROM JANUARY 11, 2019 (DATE OF INCORPORATION)
TO DECEMBER 31, 2019
| Capitalstock | Capitalsurplus | Hybridsecurities | Otherequity | Retainedearnings | Total<br>equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||||||||||||
| January 11, 2019 (Date of incorporation) | 3,400,822 | 14,565,637 | — | — | — | 17,966,459 | ||||||||||
| Total comprehensive income | ||||||||||||||||
| Net income | — | — | — | — | 628,293 | 628,293 | ||||||||||
| Remeasurement loss related to defined benefit plan | — | — | — | (631 | ) | — | (631 | ) | ||||||||
| Transactions with owners | ||||||||||||||||
| Comprehensive stock exchange | 210,516 | 309,460 | — | — | — | 519,976 | ||||||||||
| New stocks issue cost | — | (1,013 | ) | — | — | — | (1,013 | ) | ||||||||
| Issuance of hybrid securities | — | — | 997,544 | — | — | 997,544 | ||||||||||
| Dividends to hybrid securities | — | — | — | — | (4,363 | ) | (4,363 | ) | ||||||||
| December 31, 2019 | 3,611,338 | 14,874,084 | 997,544 | (631 | ) | 623,930 | 20,106,265 | |||||||||
| January 01, 2020 | 3,611,338 | 14,874,084 | 997,544 | (631 | ) | 623,930 | 20,106,265 | |||||||||
| Total comprehensive income | ||||||||||||||||
| Net income | — | — | — | — | 595,318 | 595,318 | ||||||||||
| Net loss on valuation of equity securities at FVTOCI | — | — | — | (280 | ) | — | (280 | ) | ||||||||
| Remeasurement loss related to defined benefit plan | — | — | — | (607 | ) | — | (607 | ) | ||||||||
| Transactions with owners | ||||||||||||||||
| Dividends to common stocks | — | — | — | — | (505,587 | ) | (505,587 | ) | ||||||||
| Issuance of hybrid securities | — | — | 897,778 | — | — | 897,778 | ||||||||||
| Dividends to hybrid securities | — | — | — | — | (48,915 | ) | (48,915 | ) | ||||||||
| December 31, 2020 | 3,611,338 | 14,874,084 | 1,895,322 | (1,518 | ) | 664,746 | 21,043,972 |
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2020
AND FOR THE PERIOD FROM JANUARY 11, 2019 (DATE OF INCORPORATION)
TO DECEMBER 31, 2019
| For the year ended<br>December 31, 2020 | For the period fromJanuary 11, 2019<br>(date of incorporation)<br>to December 31, 2019 | |||||
|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||
| Cash flows from operating activities: | ||||||
| Net income | 595,318 | 628,293 | ||||
| Adjustments to net income: | ||||||
| Income tax expense(income) | (781 | ) | 394 | |||
| Interest income | (10,082 | ) | (7,741 | ) | ||
| Interest expense | 23,035 | 7,701 | ||||
| Dividend income | (680,375 | ) | (676,000 | ) | ||
| (668,203 | ) | (675,646 | ) | |||
| Adjustments for profit/loss not involving cash flows: | ||||||
| Provision(Reversal) of impairment losses due to credit loss | (116 | ) | 263 | |||
| Loss(Gain) on valuation of financial instruments at FVTPL | 920 | (9,434 | ) | |||
| Retirement benefit | 3,499 | 4,899 | ||||
| Depreciation and amortization | 5,449 | 4,098 | ||||
| 9,752 | (174 | ) | ||||
| Changes in operating assets and liabilities: | ||||||
| Loans and other financial assets at amortized cost | (188 | ) | (1,365 | ) | ||
| Net defined benefit liability | (11,329 | ) | (1,687 | ) | ||
| Other financial liabilities | 7,213 | 7,055 | ||||
| Other liabilities | (3,571 | ) | 4,142 | |||
| (7,875 | ) | 8,145 | ||||
| Interest income received | 13,080 | 4,082 | ||||
| Interest expense paid | (22,559 | ) | (6,097 | ) | ||
| Dividends received | 680,375 | 676,000 | ||||
| Income tax paid | (397 | ) | — | |||
| 670,499 | 673,985 | |||||
| Net cash provided by operating activities | 599,491 | 634,603 | ||||
| Cash flows from investing activities: | ||||||
| Net decrease(increase) on other investment assets | 730,000 | (1,130,000 | ) | |||
| Acquisition of investments in subsidiaries | (1,687,371 | ) | (1,370,785 | ) | ||
| Acquisition of financial assets at FVTOCI | (150,000 | ) | — | |||
| Acquisition of premises and equipment | (3,074 | ) | (6,722 | ) | ||
| Acquisition of intangible assets | (3,051 | ) | (4,630 | ) | ||
| Increase on guarantee deposits for leases | (1,118 | ) | (955 | ) | ||
| (1,114,614 | ) | (2,513,092 | ) |
(Continued)
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2020
AND FOR THE PERIOD FROM JANUARY 11, 2019 (DATE OF INCORPORATION)
TO DECEMBER 31, 2019 (CONTINUED)
| For the year ended<br>December 31, 2020 | For the period fromJanuary 11, 2019<br>(date of incorporation)<br>to December 31, 2019 | |||||
|---|---|---|---|---|---|---|
| (Korean Won in millions) | ||||||
| Cash flows from financing activities: | ||||||
| Issuance of debentures | 199,556 | 947,604 | ||||
| Issuance of hybrid securities | 897,778 | 997,544 | ||||
| Redemption of lease liabilities | (2,203 | ) | (1,289 | ) | ||
| New stock issue cost | — | (17,337 | ) | |||
| Dividends paid to hybrid securities | (48,915 | ) | (4,363 | ) | ||
| Dividends paid | (505,587 | ) | — | |||
| 540,629 | 1,922,159 | |||||
| Net increase in cash and cash equivalents | 25,506 | 43,670 | ||||
| Cash and cash equivalents, beginning of the period | 43,670 | — | ||||
| Cash and cash equivalents, end of the period | 69,176 | 43,670 |
Appendix B. Approval of amendments to the Articles of Incorporation (the“AOI”)
| Before Amendment | After Amendment | Reasons forAmendment | ||||
|---|---|---|---|---|---|---|
| Article 1~Article 9 (Omitted) | Article 1~Article 9 (Same as the left column) | |||||
| Article 10-3. (Convertible Preferred Shares) | Article 10-3. (Convertible Preferred Shares) | |||||
| (1) | (Omitted) | (1) | (Same as the left column) | |||
| (2) | (Omitted) | (2) | (Same as the left column) | |||
| (3) | Shareholders holding Class Shares may request for a conversion of such shares to the Company based on the following: | (3) | The Company may convert Class Shares or shareholders holding Class Shares may request for a conversion of such<br>shares to the Company based on the following: | Provide a basis for which the Company may convert Class Shares | ||
| 1. | (Omitted) | 1. | (Same as the left column) | |||
| 2. | The conversion period shall be determined by a resolution of the Board of Directors with the scope of no less than one (1) year but within ten (10) years from the issue date; | 2. | The period for conversion or request for conversion shall be determined by a resolution of the Board of Directors with the scope of no less than one (1) year but within ten (10) years from the issue date; | |||
| 3. | (Omitted) | 3. | (Same as the left column) | |||
| (4) | With respect to the profit dividend for shares to be issued by a conversion, Article 13 shall apply mutatis mutandis thereto. | (4) | Class Shares may be converted to common shares in the case of any item under Article 21 Paragraph (3) (for the purposes of this Paragraph, “convertible contingent capital securities” shall be deemed tobe “Class Shares.”). | Set grounds for the issuance of convertible preferred shares as convertible contingent capital securities with automatic conversion conditions attached | ||
| Article 10-4. (Redeemable Convertible Preferred Shares) | ||||||
| --- | --- | --- | --- | --- | ||
| (1) | (Omitted) | Article 10-4. (Redeemable Convertible Preferred Shares) | Deleted per amendment to the Article regarding the issuance date<br><br><br>of new shares for<br> <br>the purpose of<br><br><br>dividends | |||
| (2) | (Omitted) | |||||
| (3) | (Omitted) | (1) | (Same as the left column) | |||
| (4) | (Omitted) | (2) | (Same as the left column) | |||
| (5) | With respect to the profit dividend for shares to be issued by a conversion, Article 13 shall apply mutatis mutandis thereto. | (3) | (Same as the left column) | |||
| (4) | (Same as the left column) | |||||
| (5) | (Deleted) | |||||
| Article 10-5. (Term Convertible Preferred Shares) | ||||||
| (1) | (Omitted) | Article 10-5. (Term Convertible Preferred Shares) | Deleted per<br> <br>amendment to the<br><br><br>Article regarding<br> <br>the issuance date<br><br><br>of new shares for<br> <br>the purpose of<br><br><br>dividends | |||
| (2) | (Omitted) | |||||
| (3) | (Omitted) | (1) | (Same as the left column) | |||
| (4) | With respect to the profit dividend for shares to be issued by a conversion, Article 13 shall apply mutatis mutandis thereto. | (2) | (Same as the left column) | |||
| (3) | (Same as the left column) | |||||
| (4) | (Deleted) | |||||
| Article 12. (Stock Options) | Deleted per amendment to the Article regarding the issuance date of new shares for the purpose of dividends | |||||
| (1)~(9) | (Omitted) | Article 12. (Stock Options) | ||||
| (10) | With respect to profit dividends on the new shares issued by exercise of stock options, Article 13 hereof shall apply mutatis mutandis. | (1)~(9)<br> <br><br><br><br>(10) | (Same as the left column)<br> <br><br><br><br>(Deleted) | |||
| Article 13. (Issuance Date of New Shares for the Purpose of Dividends) | Amendment regarding the<br> <br>issuance<br>date of new shares for the purpose of dividends (clarifying the principle of equal dividends) | |||||
| --- | --- | --- | --- | --- | ||
| Article 13. (Equal Dividends) | ||||||
| In the case the Company issues new shares through a capital increase for consideration, capital increase without consideration or stock dividend, the new shares shall, for purposes of distribution of dividends on such<br>new shares, be deemed to have been issued at the end of the fiscal year immediately prior to the fiscal year during which the new shares were issued. | The Company shall pay equal dividends for the same typeof shares (including converted shares) outstanding as of the dividend record date, regardless of the issuance date of such shares | |||||
| Article 15. (Request for Register of Shareholders) | ||||||
| Article 15. (New) | Set grounds for<br> <br>on-demand<br> <br>request for current information of shareholders | |||||
| The Company may request the electronic registration agency to prepare a register of shareholders if needed, such as when there has been a change in the status of a shareholder (including specially related persons)holding 5% or more of the Company’s shares. | ||||||
| Article 16. (Close of Shareholders’ Registry and Record Date) | Article 16. (Record Date) | Deletion of references to the<br> <br>close<br>of<br> <br>shareholders’<br> <br>registry (in accordance with<br><br><br>the electronic<br> <br>registry system) | ||||
| (1) | (Deleted) | |||||
| (1) | The Company shall suspend entry of changes in the shareholders’ registry from January 1 to January 15 of each year. | |||||
| (1) | The shareholders registered in the shareholders’ registry as of December 31 of each year shall be<br><br><br>entitled to exercise their rights as shareholders at<br> <br>an ordinary<br>General Meeting of Shareholders. | |||||
| (2) | The shareholders registered in the shareholders’<br><br><br>registry as of December 31 of each year shall be entitled to exercise their rights as shareholders at an ordinary General Meeting of Shareholders<br>convened for such fiscal year. | |||||
| (2) | The Company may, if necessary for convening an extraordinary General Meeting of Shareholders or for any other necessary reason,<br>deem the shareholders listed on the shareholder’s registry on a certain day determined by a resolution of the Board of Directors as shareholders entitled to exercise shareholders’ rights. The Company shall give a notice thereof to the<br>public at least two (2) weeks prior to the date determined by the Board of Directors. | |||||
| --- | --- | --- | --- | --- | ||
| (3) | The Company may, if necessary for convening an extraordinary General Meeting of Shareholders or for any other necessary reason,<br>(i) suspend any entry of changes on rights in the shareholders’ registry for a certain period not exceeding three months as determined by a resolution of the Board of Directors, or (ii) deem the shareholders listed on the<br>shareholder’s registry on a certain day determined by a resolution of the Board of Directors as shareholders entitled to exercise shareholders’ rights. If deemed necessary by the Board of Directors, the Company may suspend any entry ofchanges in the shareholders’ registry and concurrently designate a record date. The Company shall give a notice thereof to the public at least two (2) weeks prior to the scheduled date of the meeting. | |||||
| Article 18. (Issuance of Convertible Bonds) | Article 18. (Issuance of Convertible Bonds) | Amendment<br> <br>regarding the issuance<br>date of new shares for the purpose of dividends<br> <br>(clarifying the principle of interest payment) | ||||
| (1)~(5) | (Omitted) | (1)~(5) | (Same as the left column) | |||
| (6) | For purposes of any payment of accrued interest on the convertible bonds and any distribution of dividends on the shares issued upon conversion, Article 13 hereof shall apply mutatis mutandis thereto. | |||||
| (6) | In case of conversion, the Company shall pay interest only to the extent due and payable prior to the date of conversion. | |||||
| Amendment regarding the issuance date of<br><br><br>new shares for the purpose of dividends | ||||||
| --- | --- | --- | --- | --- | ||
| Article 19. (Issuance of Bonds with Warrants) | Article 19. (Issuance of Bonds with Warrants) | |||||
| (1)~(5) | (Omitted) | (1)~(5) | (Same as the left column) | |||
| (6) | For purposes of any distributions of dividends on the shares issued upon the exercise of warrants, Article 13 hereof shall apply mutatis mutandis thereto. | (6) | (Deleted) | |||
| Article 22-2.<br>(Electronic Registration of Rights to be Indicated on Bonds and the likes) | Article 22-2.<br>(Electronic Registration of Rights to be Indicated on Bonds and the likes) | Amendment regarding electronic registration for<br><br><br>bonds, etc. | ||||
| The Company shall electronically register rights to be<br>indicated on its certificates of bonds, share-related bonds (e.g., convertible bonds, bonds with warrants) and contingent capital securities on the electronic registrar of the electronic registration agency, in lieu of issuing certificates of bonds,<br>share-related bonds and contingent capital securities. | The Company shall electronically register rights to be<br>indicated on its certificates of bonds, share-related bonds (e.g., convertible bonds, bonds with warrants) and contingent capital securities on the electronic registrar of the electronic registration agency, in lieu of issuing certificates of bonds,<br>share-related bonds and contingent capital securities; provided, that in the case of bonds, the Company may choose not to make such a registration, except when registration is mandated by laws and regulations, as is the case for listedbonds. | |||||
| Article 23. (Timing of Convocation) | Article 23. (Timing of Convocation) | Modification regarding the timing of convocation | ||||
| (1) | (Omitted) | (1) | (Same as the left column) | |||
| (2) | An ordinary General Meeting of Shareholders shall be held within three<br>(3) months after the end of each fiscal year, and an extraordinary General Meeting of Shareholders may be convened as deemed necessary. | (2) | An ordinary General Meeting of Shareholders shall be held within three<br>(3) months of the date set forth in Article 16 (1), and an extraordinary General Meeting of Shareholders may be convened as deemed necessary. | |||
| Article 48. (Committees within the Board of Directors) | Article 48. (Committees within the Board of Directors) | Establishment of ESG Management Committee | ||||
| --- | --- | --- | --- | --- | --- | --- |
| (1) | The Company shall have the following committees within the<br>Board of Directors: | (1) | The Company shall have the following committees within the<br>Board of Directors: | |||
| 1. | Officer Candidate Recommendation Committee; | 1. | Officer Candidate Recommendation Committee; | |||
| 2. | Audit Committee; | 2. | Audit Committee; | |||
| 3. | Risk Management Committee; | 3. | Risk Management Committee; | |||
| 4. | Compensation Committee; | 4. | Compensation Committee; | |||
| 5. | Subsidiary Representative Director Candidate Recommendation Committee; and | 5. | Subsidiary Representative Director Candidate Recommendation Committee; and | |||
| 6. | Internal Control Management | 6. | Internal Control Management | |||
| 7. | (New) | 7. | ESG Management Committee | |||
| (2) | (Omitted) | (2) | (Same as the left column) | |||
| Article 59. (Dividends) | ||||||
| Article 59. (Dividends) | Amendment regarding the issuance date of new shares for the purpose of dividends | |||||
| (1) | (Omitted) | |||||
| (1) | (Same as the left column) | |||||
| (2) | Dividends under Paragraph (1) above shall be paid to<br>the shareholders registered in the shareholders’ registry of the Company or registered pledgees as of the last day of each fiscal year. | (2) | Dividends under Paragraph (1) above shall be paid to<br>the shareholders registered in the shareholders’ registry of the Company or registered pledgees as of the date set forth in Article 16 (1) | |||
| Article 60. (Interim Dividends) | Article 60. (Interim Dividends) | Amendment regarding the issuance date of new shares for the purpose of dividends | ||||
| --- | --- | --- | --- | --- | ||
| (1) | (Omitted) | (1) | (Same as the left column) | |||
| (2) | (Omitted) | (2) | (Same as the left column) | |||
| (3) | If new shares are issued before the record date under Paragraph (1) above following the<br><br><br>commencement of a fiscal year (including the cases of capitalization of reserves, stock dividends, request for conversion of convertible bonds, exercise of<br>warrants with respect to bonds with warrants and exercise of stock options), such new shares shall be deemed to have been issued at the end of the immediately preceding fiscal year with respect to interim dividends hereunder. | (3)<br> <br><br><br><br>(3)<br> <br><br><br><br>(4) | (Deleted)<br> <br><br><br><br>(Same as (4) in the left column)<br> <br><br><br><br>(Same as (5) in the left column) | |||
| (4) | (Omitted) | |||||
| (5) | (Omitted) | |||||
| Addenda (New insertion of Addenda) | Addenda (March 26, 2021) | Approval date of shareholder meeting | ||||
| The amended Articles of Incorporation shall becomeeffective as of March 26, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Woori Financial Group Inc. | ||
|---|---|---|
| (Registrant) | ||
| Date: March 5, 2021 | By: | /s/ Sung-Wook Lee |
| (Signature) | ||
| --- | --- | |
| Name: | Sung-Wook Lee | |
| Title: | Senior Managing Director |