6-K

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 2020

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 3, 2020

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 25, 2020; 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 2019<br> <br><br><br><br>2. Approval of amendments to the Articles of Incorporation<br> <br><br><br><br>3. Appointment of directors (4 directors)<br><br><br>•  3-1 Candidate for outside director : Dennis Chan<br><br><br>•  3-2 Candidate for<br>non-standing director : Hong-Tae Kim<br><br><br>•  3-3 Candidate for standing director : Won-Duk Lee<br><br><br>•  3-4 Candidate for standing director : Tae-Seung Son<br><br><br><br> <br>4. Approval of the maximum limit on directors’ compensation

Reference Document for the Exercise of Voting Rights

1. Approval of financial statements for the fiscal year 2019

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. Appointment of directors

[Details of DirectorCandidates]

	Name	Date of Birth	Director Classification	Relationship with theMajority Shareholder	Recommended by
3-1	Dennis Chan	Nov. 20, 1962	Outside Director	None	Executive Officer Candidate Recommendation Committee
3-2	Hong-Tae Kim	Feb. 20, 1966	Non-Standing Director	Employee	Board of Directors
3-3	Won-Duk Lee	Jan. 15, 1962	Standing Director	None	Board of Directors
3-4	Tae-Seung Son	May 16, 1959	Standing Director	None	Executive Officer Candidate Recommendation Committee
1)	The term for outside director candidate Dennis Chan and non-standing<br>director candidate Hong-Tae Kim is from the time of appointment at the AGM held in Mar. 2020 to the end of the AGM held in Mar. 2022
---	---
2)	The term for standing director Won-Duk Lee is from the time of appointment at the AGM held in Mar. 2020 to the<br>end of the AGM held in Mar. 2021
---	---
3)	The term for standing director Tae-Seung Son is from the time of appointment at the AGM held in Mar. 2020 to<br>the end of the AGM held in Mar. 2023
---	---

[Experience]

	Name	Career Highlights		Transactionswith theCompany withinthe pastthreeyears
3-1	Dennis<br><br><br>Chan	2018-2019<br><br><br>2014-2018<br> <br>2011-2014<br><br><br>2005-2011	Vice Chairman, Fubon Bank (China)<br> <br>Chief<br>Executive Officer, Fubon Bank (China)<br> <br>Senior Vice President, Strategic Planning, Fubon Financial Holding<br><br><br>Managing Director, Fullerton Financial Holdings	None
3-2	Hong-Tae Kim	2018-Current<br><br><br>2017-2018<br> <br>2015-2017<br><br><br>1999-2015	Head, Office of Creative Management, KDIC<br><br><br>Deputy Head, Department of HR and Administration, KDIC<br> <br>Deputy<br>Head, Task force for Strengthening Job Competency, KDIC<br> <br>Officer, Department of Fund Management & Etc., KDIC	None
	Won-Duk<br><br><br>Lee	2020-Current<br><br><br>2018-2020	Deputy President, Strategy Planning Unit, Woori Financial Group<br><br><br>Executive Vice President, Management and Finance Planning Group, Woori Bank
		2017-2018	Managing Director, Management and Finance Planning Group, Woori Bank
3-3		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	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>General<br>Manager, Strategy & Planning Department, Woori Financial Group<br> <br>General Manager, Global Strategy Department, Woori Financial Group<br><br><br>General Manager, Treasury Department, Woori Bank	None
3-4	Tae-Seung<br><br><br>Son	2019-Current<br><br><br>2017-Current<br> <br>2014-2017<br><br><br>2014-2014<br> <br>2012-2014	Chief Executive Officer, Woori Financial Group<br><br><br>President and Chief Executive Officer, Woori Bank<br> <br>Head, Global<br>Business Unit, Woori Bank<br> <br>Managing Director, Financial Market Business Group, Woori Bank<br><br><br>Senior General Manager, Gwanak-Dongjak Regional Banking Headquarters, Woori Bank	None
		2010-2012	Managing Director, Woori Financial Group
	Name	Delinquent tax payments	Executive officer of any<br><br><br>insolvent company	Grounds for potentialdisqualification bylaw
---	---	---	---	---
3-1	Dennis Chan	None	None	None
3-2	Hong-Tae Kim	None	None	None
3-3	Won-Duk Lee	None	None	None
3-4	Tae-Seung Son	None	None	None

[Execution Plan of Candidates (for appointment of outside directors only)]

•	Candidate: Dennis Chan

1) Expertise

•

This candidate holds a master’s degree in business administration and has played a key role in various areas<br>including marketing, corporate sales and strategic planning at leading global banks such as ABN AMRO, Citibank and Fubon Bank. This candidate has professional experience in the finance industry, having served as the Chief Executive Officer of<br>China’s Fubon Bank from 2014 to 2018 in particular.

2) Independence

•	This candidate has no business relations with either the largest shareholder or the Company and will perform his<br>duties fairly and independently for the benefit of all shareholders and financial consumers.

3) Job performance

•	In order to achieve the Company’s management goal of becoming a leading comprehensive financial group<br>through customer trust and innovation, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities to advance the Company based on his expertise and independence<br>

[Reasons for recommendation by the Board of Directors]

•	Candidate: Dennis Chan
•	This candidate holds a master’s degree in business administration and has played a key role in various areas<br>including marketing, corporate sales and strategic planning at leading global banks such as ABN AMRO, Citibank and Fubon Bank. This candidate has expertise and extensive experience in the financial industry, having served as the Chief Executive<br>Officer of China’s Fubon Bank from 2014 to 2018 in particular.
---	---
•	Recommended as an outside director as this candidate is expected to contribute to the Company’s advancement<br>through his expertise and experience.
---	---
•	Candidate: Hong-Tae Kim
---	---
•	This candidate majored in economics, has past work experience at a securities company and a bank and was engaged<br>in personnel and management operations at the Korea Deposit Insurance Corporation and therefore has extensive expertise and experience in the financial industry.
---	---
•	Recommended as a non-standing director as this candidate is expected to<br>contribute to the Company’s advancement through his expertise and experience.
---	---
•	Candidate: Won-Duk Lee
---	---
•	This candidate is currently in charge of corporate strategy of the Company as Deputy President. The candidate<br>previously served as General Manager of the Treasury Department and Senior General Manager of the Future Strategy Department, and from December 2018 to February 2020, served as Executive Vice President of Woori Bank’s Management and Finance<br>Planning Group, 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<br>growth and increase in customer and shareholder value through his expertise and experience.
---	---
•	Candidate: Tae-Seung Son
---	---
•	Since the Company’s establishment, this candidate has achieved clear qualitative growth that contributes to<br>both current and future development by laying down the foundation for the diversification of profits and the expansion of synergies through successful mergers and acquisitions in the non-banking sector<br>including Tong Yang, ABL Asset Management and International Asset Trust, building strong financial performance and simultaneously achieving the industry’s strongest asset quality ratio and the expansion of global operations to over 10% of total<br>earnings.
---	---
•	Recommended as the next representative director based on his proven management skills, stable management<br>capabilities and presentation of a plan for the Company’s future. He is deemed to be the best candidate for the Company’s continued growth and maximization of shareholder profits through the increase of company valuation.<br>
---	---

4. Approval of directors’ compensation limit

Item	2020	2019
Number of Directors<br><br><br>(Number of Outside Directors)	9 (6)	7 (5)
Compensation Limit	3.2 billion won	3.2 billion won
Total Compensation		1.04 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 FY2019

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, 2019 AND 2018

	December 31,<br>2019		December 31,<br>2018
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		6,392,566		6,747,894
Financial assets at fair value through profit or loss (“FVTPL”)		8,069,144		6,126,316
Financial assets at financial assets at fair value through other comprehensive income<br>(“FVTOCI”)		27,730,531		18,063,423
Securities at amortized cost		20,320,539		22,932,559
Loans and other financial assets at amortized cost		293,717,693		282,457,578
Investments in joint ventures and associates		806,360		361,766
Investment properties		280,239		378,196
Premises and equipment		3,364,716		2,450,492
Intangible assets and goodwill		844,110		597,520
Assets held for distribution (sale)		10,556		17,912
Net defined benefit asset		2,582		—
Current tax assets		47,367		20,730
Deferred tax assets		39,544		59,641
Derivative assets (designated for hedging)		121,131		35,503
Other assets		233,646		197,653
Total assets		361,980,724		340,447,183
LIABILITIES
Financial liabilities at FVTPL		2,958,302		2,282,686
Deposits due to customers		264,685,578		248,690,939
Borrowings		18,998,920		16,202,986
Debentures		30,858,055		28,735,862
Provisions		443,980		391,313
Net defined benefit liability		92,470		173,109
Current tax liabilities		182,690		159,078
Deferred tax liabilities		134,322		18,156
Derivative liabilities (Designated for hedging)		6,837		51,408
Other financial liabilities		17,706,767		21,442,524
Other liabilities		420,471		346,078
Total liabilities		336,488,392		318,494,139

(Continued)

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2019 AND 2018 (CONTINUED)

	December 31,<br>2019			December 31,<br>2018
	(Korean Won in millions)
EQUITY
Owners’ equity		21,510,370			21,739,931
Capital stock		3,611,338			3,381,392
Hybrid securities		997,544			3,161,963
Capital surplus		626,295			285,889
Other equity		(2,249,322	)		(2,213,970	)
Retained earnings
(Regulatory reserve for credit loss as of December 31, 2019 and 2018 is<br>2,356,246 million Won and 2,578,457 million Won, respectively
Regulatory reserve for credit loss to be reserved (reversed) as of December 31, 2019 and 2018<br>is 191,301 million Won and (-) 222,211 million Won, respectively
Planned provision of regulatory reserved (reversed) for credit loss as of December 31, 2019<br>and 2018 is 191,301 million Won and (-) 222,211 million Won, respectively		18,524,515			17,124,657
Non-controlling interests		3,981,962			213,113
Total equity		25,492,332			21,953,044
Total liabilities and equity		361,980,724			340,447,183

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	2019			2018
	(Korean Won in millions,<br>except for per share data)
Interest income		10,576,770			9,684,499
Financial assets at FVTPL		50,619			54,243
Financial assets at FVTOCI		474,751			280,371
Financial assets at amortized cost		10,051,400			9,349,885
Interest expense		(4,683,064	)		(4,033,548	)
Net interest income		5,893,706			5,650,951
Fees and commissions income		1,709,326			1,680,764
Fees and commissions expense		(606,698	)		(610,790	)
Net fees and commissions income		1,102,628			1,069,974
Dividend income		107,959			90,552
Net gain on financial instruments at FVTPL		25,455			214,443
Net gain on financial assets at FVTOCI		11,015			2,047
Net gain arising on financial assets at amortized cost		102,115			79,532
Net gain on disposals of securities at amortized cost		—			431
Net gain on disposals of loans and other financial assets at amortized cost		102,115			79,101
Impairment losses due to credit loss		(374,244	)		(329,574	)
General and administrative expenses		(3,766,077	)		(3,624,033	)
Other net operating expenses		(302,581	)		(394,591	)
Operating income		2,799,976			2,759,301
Share of profits (losses) of joint ventures and associates		83,997			3,019
Other non-operating income (expense)		(160,924	)		42,552
Non-operating income (expense)		(76,927	)		45,571
Net income before income tax expense		2,723,049			2,804,872
Income tax expense		(685,453	)		(753,223	)

(Continued)

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR YEARS ENDED DECEMBER 31, 2019 AND 2018 (CONTINUED)

	2019			2018
	(Korean Won in millions,<br>except for per share data)
Net income
(Net income after the provision of regulatory reserve for credit loss for the years ended<br>December 31, 2019 and 2018, is 1,846,295 million won and 2,010,774 million won, respectively) (Note 28)		2,037,596			2,051,649
Items that will not be reclassified to profit or loss:
Net loss on valuation of equity securities at FVTOCI		(58,129	)		(30,855	)
Net gain on valuation of financial liabilities designated at FVTPL due to own credit risk		—			100
Remeasurement gain (loss) related to defined benefit plan		(34,648	)		(84,629	)
		(92,777	)		(115,384	)
Items that may be reclassified to profit or loss:
Net gain on valuation of debt securities at FVTOCI		43,988			33,360
Share of other comprehensive gain of joint ventures and associates		613			2,958
Net gain (loss) on foreign currency translation of foreign operations		101,781			(4,379	)
Net loss on valuation of cash flow hedge		(1,823	)		(4,646	)
Other comprehensive income on valuation of assets held for sale		—			(4,145	)
		144,559			23,148
Other comprehensive income (loss), net of tax		51,782			(92,236	)
Total comprehensive income		2,089,378			1,959,413
Net income attributable to:
Net income attributable to shareholders		1,872,207			2,033,182
Net income attributable to non-controlling<br>interests		165,389			18,467
Total comprehensive income attributable to:
Comprehensive income attributable to shareholders		1,914,393			1,943,885
Comprehensive income attributable to<br><br><br>non-controlling interests		174,985			15,528
Net income per share
Basic and diluted earnings per share (In Korean Won)		2,727			2,796

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR YEARS ENDED DECEMBER 31, 2019 AND 2018

	Capital<br>Stock		Hybrid<br>securities			Capital<br>surplus			Other<br>equity			Retained<br>earnings			Shareholder’s<br>equity in total			Non-controlling<br>interests			Total<br>equity
	(Korean Won in millions)
January 1, 2018		3,381,392		3,017,888			285,880			(1,939,274	)		15,620,006			20,365,892			199,008			20,564,900
Cumulative effect of change in accounting policy		—		—			—			(392,176	)		177,091			(215,085	)		723			(214,362	)
Adjusted balance, beginning of period		3,381,392		3,017,888			285,880			(2,331,450	)		15,797,097			20,150,807			199,731			20,350,538
Net income		—		—			—			—			2,033,182			2,033,182			18,467			2,051,649
Dividends to common stocks		—		—			—			—			(336,636	)		(336,636	)		(2,128	)		(338,764	)
Change in capital of subsidiaries		—		—			9			—			—			9			(18	)		(9	)
Net gain on valuation of financial liabilities designated as at FVTPL due to own credit<br>risk		—		—			—			100			—			100			—			100
Changes in other comprehensive income due to redemption of financial liabilities designated as at<br>FVTPL		—		—			—			(4	)		4			—			—			—
Net gain (loss) on valuation of financial assets at FVTOCI		—		—			—			2,733			—			2,733			(228	)		2,505
Changes in other comprehensive income due to disposal of equity securities at FVTOCI		—		—			—			(1,009	)		1,009			—			—			—
Changes in capital due to equity method		—		—			—			2,958			(10,647	)		(7,689	)		—			(7,689	)
Loss on foreign currency translation of foreign operations		—		—			—			(1,929	)		—			(1,929	)		(2,450	)		(4,379	)
Loss on valuation of cash flow hedge		—		—			—			(4,646	)		—			(4,646	)		—			(4,646	)
Remeasurement loss related to defined benefit plan		—		—			—			(84,368	)		—			(84,368	)		(261	)		(84,629	)
Capital related to assets held for distribution (sale)		—		—			—			(4,145	)		—			(4,145	)		—			(4,145	)
Dividends to hybrid securities		—		—			—			—			(151,194	)		(151,194	)		—			(151,194	)
Issuance of hybrid securities		—		398,707			—			—			—			398,707			—			398,707
Redemption of hybrid securities		—		(254,632	)		—			(368	)		—			(255,000	)		—			(255,000	)
Appropriation of retained earnings		—		—			—			208,158			(208,158	)		—			—			—
December 31, 2018		3,381,392		3,161,963			285,889			(2,213,970	)		17,124,657			21,739,931			213,113			21,953,044
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
Net income		—		—			—			—			1,872,207			1,872,207			165,389			2,037,596
Net loss on valuation of financial assets at FVTOCI		—		—			—			(14,101	)		—			(14,101	)		(40	)		(14,141	)
Changes in other comprehensive income due to disposal of equity securities at FVTOCI		—		—			—			29,368			(29,368	)		—			—			—
Changes in capital due to equity method		—		—			—			613			—			613			—			613
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	)
Dividends to common shares		—		—			—			—			(437,626	)		(437,626	)		(2,014	)		(439,640	)
Acquisition of subsidiaries		229,946		—			339,828			—			—			569,774			69,534			639,308
New stocks issue cost		—		—			(1,013	)		—			—			(1,013	)		—			(1,013	)
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	)
Substitution of non-controlling interests in hybrid<br>securities		—		(3,161,963	)		—			—			—			(3,161,963	)		3,161,963			—
Changes in subsidiaries’ capital		—		—			1,591			—			—			1,591			(50	)		1,541
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

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	2019			2018
	(Korean Won in millions)
Cash flows from operating activities:
Net income		2,037,596			2,051,649
Adjustments to net income:
Income tax expense		685,453			753,223
Interest income		(10,576,770	)		(9,684,499	)
Interest expense		4,683,064			4,033,548
Dividend income		(107,959	)		(90,552	)
		(5,316,212	)		(4,988,280	)
Additions of expenses not involving cash outflows:
Impairment loss due to credit loss		374,244			329,574
Loss on financial assets at FVTOCI		1,375			1,053
Loss on derivatives (designated for hedge)		3,686			36,483
Loss on fair value hedge		86,214			17,299
Loss on other provisions		25,959			28,350
Loss on valuation of investments in joint ventures and associates		19,778			22,772
Loss on disposal of investments in joint venture and associates		—			2,931
Retirement benefit		165,125			142,712
Depreciation and amortization		505,718			272,550
Loss on disposal of premises and equipment, intangible assets and other assets		3,433			1,160
Impairment loss on premises and equipment, intangible assets and other assets		28,295			87
		1,213,827			854,971
Deductions of income not involving cash inflows:
Gain on valuation of financial assets at FVTPL		246,175			215,711
Gain on redemption of debentures		—			1,597
Gain on securities at FVTOCI		12,390			3,100
Gain on securities at amortized cost		—			431
Gain on derivatives (designated for hedge)		126,651			35,810
Gain on fair value hedge		231			42,797
Gain on other provisions		4,586			2,014
Gain on valuation of investments in joint ventures and associates		103,775			25,791
Gain on disposal of investments in joint ventures and associates		—			50,511
Gain on disposal of premises and equipment, intangible assets and other assets		1,632			30,278
Reversal of impairment loss on premises and equipment, intangible assets and other assets		89			761
		495,529			408,801
Changes in operating assets and liabilities:
Financial assets at FVTPL		(501,593	)		670,872
Loans and other financial assets at amortized cost		(11,174,450	)		(15,718,714	)
Other assets		93,616			32,328
Deposits due to customers		15,991,181			13,995,747
Provisions		41,140			(11,920	)
Net defined benefit liability		(293,008	)		(135,313	)
Other financial liabilities		(4,621,815	)		7,411,617
Other liabilities		30,182			96,900
		(434,747	)		6,341,517
Cash received from operating activities:
Interest income received		10,489,700			9,617,201
Interest expense paid		(4,384,351	)		(3,847,275	)
Dividends received		107,940			90,651
Income tax paid		(552,215	)		(551,560	)
		5,661,074			5,309,017
Net cash provided by (used in) operating activities		2,666,009			9,160,073

(Continued)

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (CONTINUED)

	2019			2018
	(Korean Won in millions)
Cash flows from investing activities:
Cash in-flows from investing activities:
Disposal of financial assets at FVTPL		11,382,829			11,919,335
Disposal of financial assets at FVTOCI		14,327,814			9,146,307
Redemption of securities at amortized cost		8,709,947			9,426,757
Disposal of investments in joint ventures and associates		30,120			51,435
Disposal of investment properties		193			3,512
Disposal of premises and equipment		7,735			5,545
Disposal of intangible assets		939			9,199
Disposal of assets held for distribution (sale)		5,594			80,347
Decrease in deposits		4,026			—
		34,469,197			30,642,437
Cash out-flows from investing activities:
Net cash in-flows of business combination		296,813			134,967
Increase in money on deposits		1,130,000
Acquisition of financial assets at FVTPL		11,860,103			12,322,160
Acquisition of financial assets at FVTOCI		23,752,515			13,275,429
Acquisition of securities at amortized cost		6,092,078			15,622,847
Acquisition of investments in joint ventures and associates		389,096			48,272
Acquisition of investment properties		70,346			15,195
Acquisition of premises and equipment		429,547			118,668
Acquisition of intangible assets		126,342			176,067
Increase in deposits		2,945			—
		44,149,785			41,713,605
Net cash used in investing activities		(9,680,588	)		(11,071,168	)
Cash flows from financing activities:
Cash in-flows from financing activities:
Net increase in borrowings		3,140,120			1,257,121
Issuance of debentures		25,510,713			21,505,849
Increase in rental deposits		242			—
Issuance of hybrid securities		1,656,014			398,707
Retirement of treasury stocks		760,101			—
		31,067,190			23,161,677
Cash out-flows from financing activities:
Redemption of debentures		23,651,949			20,903,518
Decrease in rental deposits		257			—
Redemption of lease liabilities		225,923			—
New stock issue cost		17,337			—
Acquisition of treasury stocks		184,164			—
Dividends paid		437,626			336,636
Redemption of hybrid securities		159,619			255,000
Dividends paid to hybrid securities		138,784			147,625
Dividends paid to non-controlling interest		2,014			2,128
Capital increase with consideration for non-controlling<br>interest		50			—
		24,817,723			21,644,907
Net cash provided by financing activities		6,249,467			1,516,770
Net decrease in cash and cash equivalents		(765,112	)		(394,325	)
Cash and cash equivalents, beginning of the period		6,747,894			6,908,286
Effects of exchange rate changes on cash and cash equivalents		409,784			233,933
Cash and cash equivalents, end of the period		6,392,566			6,747,894

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2019

	December 31, 2019
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		43,670
Financial assets at fair value through profit or loss (FVTPL)		9,434
Loans and other financial assets at amortized cost		1,269,203
Investments in subsidiaries		19,873,593
Premises and equipment		7,383
Intangible assets		3,310
Total assets		21,206,593
LIABILITIES
Debentures		947,679
Provisions		600
Net defined benefit liability		3,482
Current tax liabilities		133,526
Deferred tax liabilities		154
Other financial liabilities		10,745
Other liabilities		4,142
Total liabilities		1,100,328
EQUITY
Owners’ equity:
Capital stock		3,611,338
Hybrid security		997,544
Capital surplus		14,874,084
Other equity		(631	)
Retained Earnings
(Regulatory reserve for credit loss has no balance.
Regulatory reserve for credit loss to be reserved is 692 million Won.
Planned provision of regulatory reserve for credit loss is 692 million Won)		623,930
Total equity		20,106,265
Total liabilities and equity		21,206,593

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF COMPREHENSIVE INCOME

FOR THE PEIOD FROM JANUARY 11, 2019 (DATE OF INCORPOTATION) TO DECEMBER 31, 2019

	For the period from January 11, 2019<br>(Date of incorporation) to December 31,<br>2019
	(Korean Won in millions, except for per<br>share data)
Interest income		7,741
Interest expense		7,701
Net interest income (Note 8,18 and 28)		40
Fees and commissions income		—
Fees and commissions expense		15,833
Net fees and commissions loss (Note 19 and 28)		(15,833	)
Dividend income (Note 20 and 28)		676,000
Net gain or loss on financial assets at fair value through profit or loss (FVTPL) (Note 8 and<br>21)		9,434
Impairment on credit loss (Note 8, 22 and 28)		(263	)
General and administrative expenses (Notes 23 and 28)		(39,941	)
Operating income		629,437
Net other non-operating expense		(750	)
Non-operating loss (Note 24)		(750	)
Net income before income tax expense		628,687
Income tax expense (Note 25)		394
Net income for the period
(Adjusted net income after the provision of regulatory reserve:
For the period from January 11, 2019 (Date of incorporation) to December 31, 2019:<br>627,601 million Won) (Note 17)		628,293
Remeasurement of the net defined benefit liability		(631	)
Other comprehensive loss, net of tax		(631	)
Total comprehensive income		627,662
Basic and diluted income per share (in Korean Won)		900

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF CHANGES IN EQUITY

FOR THE PERIOD FROM JANUARY 11, 2019 (DATE OF INCORPORATION) TO DECEMBER 31, 2019

	Capital<br>stock		Capital<br>surplus			Hybrid<br>Security		Other<br>equity			Retained<br>Earnings			Total<br>equity
	(Korean Won in millions)
January 11, 2019
(Date of incorporation)		3,400,822		14,565,637			—		—			—			17,966,459
New stock issuance
(Comprehensive stock exchange)		210,516		309,460			—		—			—			519,976
New stock issuance costs		—		(1,013	)		—		—			—			(1,013	)
Net income		—		—			—		—			628,293			628,293
Remeasurement of the net defined benefit liability		—		—			—		(631	)		—			(631	)
Issuance of hybrid security		—		—			997,544		—			—			997,544
Dividends to hybrid security		—		—			—		—			(4,363	)		(4,363	)
December 31, 2019		3,611,338		14,874,084			997,544		(631	)		623,930			20,106,265

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 11, 2019 (DATE OF INCORPORTAION) TO DECEMBER 31, 2019

	For the period from January 11, 2019 (Date of<br>incorporation) to December 31, 2019
	(Korean Won in millions)
Cash flows from operating activities:
Net income		628,293
Adjustments:
Income tax expense		394
Interest income		(7,741	)
Interest expense		7,701
Dividend income		(676,000	)
		(675,646	)
Additions of expenses not involving cash outflows:
Impairment on credit loss		263
Retirement benefits		4,899
Depreciation and amortization		4,098
		9,260

(continued)

Deductions of incomes not involving cash<br>in-flows:
Net gain or loss on financial assets at fair value through profit or loss	9,434
	9,434
Changes in operating assets and liabilities:
Loans and other financial assets at amortized cost	(1,365	)
Net defined benefit liabilities	(1,687	)
Other financial liabilities	7,055
Other liabilities	4,142
	8,145
Interest income received	4,082
Interest expense paid	(6,097	)
Dividend income received	676,000
Net cash used in operating activities	634,603
Cash flows from investing activities:
Cash in-flows from investing activities	—
Cash out-flows from investing activities:
Acquisition of investments subsidiaries	1,370,785
Acquisition of premises and equipment	6,722
Acquisition of intangible assets	4,630
Increase in guarantee deposits for leases	955
Increase in other investment assets	1,130,000
	2,513,092
Net cash used in investing activities	(2,513,092	)
Cash flows from financing activities:
Cash in-flows from financing activities:
Increase in borrowings	64,769
Issuance of debentures	947,604
Issuance of hybrid security	997,544
	2,009,917
Cash out-flows from financing activities:
Decrease in borrowings	64,769
Repayment of lease liabilities	1,289
New stock issuance costs	17,337
Dividends to hybrid security	4,363
	87,758
Net cash provided by financing activities	1,922,159
Net increase in cash and cash equivalents	43,670
Cash and cash equivalents, date of incorporation	—
Cash and cash equivalents, end of the year	43,670

Appendix B. Approval of amendments to the Articles of Incorporation (the“AOI”)

Before Amendment	After Amendment	Reasons for<br><br><br>Amendment
Article 1~Article 8 (Omitted)	Article 1~Article 8 (Same as the left column)
Article 9 (Share Certificates)<br> <br>Share<br>certificates of the Company shall be issued in the eight denominations of 1, 5, 10, 50, 100, 500, 1,000 and 10,000 shares, which may be split or reverse split upon request by shareholders.	Article 9 (Electronic Registration of Rights to be Indicated on Share and Warrant Certificates)<br><br><br>The Company shall electronically register the rights to be indicated on its share certificates and warrant certificates on the electronic registrar of the<br>electronic registration agency, in lieu of issuing share certificates and warrant certificates.	Delete provision on types of share certificates and establish grounds for mandatory electronic registration of shares
Article 10~13 (Omitted)	Article 10~13 (Same as the left column)
Article 14 (Qualifications of Directors)<br> <br>(1) ~<br>(2) (Omitted)<br> <br>(3) The Company’s registry of shareholders or a copy shall be kept at the office of the transfer agent. The Company shall cause the<br>transfer agent to handle the recordation of changes in the registry of shareholders, registration of creation and cancellation of pledges over shares, indication of trust assets and cancellation thereof with respect to shares, issuance of share<br>certificates, receipt of reports and other matters related to shares.<br> <br>(4) (Omitted)	Article 14 (Same as the left column)<br> <br>(1) ~ (2)<br>(Same as the left column)<br> <br>(3) The Company’s registry of shareholders or a copy shall be kept at the office of the transfer agent. The Company shall<br>cause the transfer agent to handle the electronic registration of shares, the management of the registry of shareholders and other matters related to shares.<br><br><br>(4) (Same as the left column)	Reflect changes in administrative procedures relating to shareholders due to mandatory electronic registration of shares
Article 15 (Report of Addresses, Names and Seals or Signatures of Shareholders and Others)<br><br><br>(1) Shareholders and registered pledgees shall file their names, addresses and seals or signatures with the office of the transfer agent.<br><br><br>(2) Shareholders and registered pledgees who reside in a foreign country should report appointed agents and the places in Korea to which notices are to be<br>sent.<br> <br>(3) The same shall apply in case of any changes in the matters referred to in Paragraphs (1) and (2) above.	Article 15 (Deleted)	No longer required for shareholders to report information to the transfer agent when shares are electronically registered
Article 16 (Omitted)	Article 16 (Same as the left column)
---	---	---
Article 17 (Issuance of Bonds)<br> <br>(1) ~ (2)<br>(Omitted)<br> <br>(3) The Company may register bonds in the electronic registry of an electronic registration agency in lieu of issuing the bond certificates as<br>set forth in Paragraph (1).	Article 17 (Same as the left column)<br> <br>(1) ~ (2)<br>(Same as the left column)<br> <br>(3) (Deleted)	Deleted as it is duplicative of Article 9 which provides the grounds for electronic registration
Article 18~21 (Omitted)	Article 18~21 (Same as the left column)
Article 22 (Applicable Provisions for the Issuance of Bonds) With respect to issuance of bonds, Articles 14 and 15 shall apply mutatis mutandis thereto.	Article 22 (Same as the left column)<br> <br>With<br>respect to issuance of bonds, Article 14 shall apply mutatis mutandis thereto.	Deleted Article 15
Article 22-2 (Newly Inserted)	Article 22-2 (Electronic Registration of Rights to be Indicated on Bonds, etc.)<br><br><br>The Company shall electronically register rights to be indicated on its certificates of bonds, share-related bonds (e.g., convertible bonds, bonds with<br>warrants) and contingent capital securities on the electronic registrar of the electronic registration agency, in lieu of issuing certificates of bonds, share-related bonds and contingent capital securities.	Establish grounds for mandatory electronic registration
Article 23~35 (Omitted)	Article 23~35 (Same as the left column)
Article 36 (Election of Directors)<br> <br>(1)<br>(Omitted)<br> <br>(2) Representative Director, outside Directors and Audit Committee members shall be elected among those recommended by the Officer Candidate<br>Recommendation Committee.	Article 36 (Same as the left column)<br> <br>(1) (Same<br>as the left column)<br> <br>(2) The Representative Director, outside Directors and Audit Committee members shall be recommended by the Officer Candidate<br>Recommendation Committee.	For clarification purposes
Article 37~47 (Omitted)	Article 37~47 (Same as the left column)
---	---	---
Article 48 (Committees within the Board of Directors)<br><br><br>(1)   The Company shall have the following committees within the Board of Directors:<br><br><br>1.  Officer Candidate Recommendation Committee;<br><br><br>2.  Audit Committee;<br><br><br>3.  Risk Management Committee;<br><br><br>4.  Compensation Committee; and	Article 48 (Same as the left column)<br><br><br>(1)   (Same as the left column)<br><br><br>1.~4. (Same as the left column)
5.  Committee for Recommendation of Candidate for Officer of Group.<br><br><br>6.  (Newly Inserted)<br><br><br>(2)   (Omitted)	5. Subsidiary Representative Director Candidate Recommendation Committee; and<br><br><br>6. Internal Control Management Committee.<br> <br>(2)<br>(Same as the left column)	Renamed committee and newly established internal control management committee
Article 49~62 (Omitted)	Article 49~62 (Same as the left column)
(New insertion of Addenda)	These Articles of Incorporation shall become effective as of March 25, 2020.	Approval date of shareholder’s meeting

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 3, 2020	By: /s/ Kyong-Hoon Park
	(Signature)
	Name:  Kyong-Hoon Park
	Title:    Deputy President