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6-K

Woori Financial Group Inc. (WF)

6-K 2022-03-07 For: 2022-03-07
View Original
Added on April 10, 2026

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 2022

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 ofprincipal 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.

LOGO

51, Sogong-ro,

Jung-gu, Seoul, 04632 Korea

March 7, 2022

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, 2022; 10 A.M. (Local time)
2. Venue Woori Bank Head Office Building, Synergy Hall, 5th floor, 51, Sogong-ro, Jung-gu, Seoul, Korea<br> <br>(subject to change in the case of extraordinary circumstances)
3. Agenda 1. Approval of financial statements for the fiscal year 2021<br> <br><br><br><br>2. Approval of amendments to the Articles of Incorporation<br> <br><br><br><br>3. Appointment of directors (4 outside directors, 1 non-standing director)<br><br><br><br> <br>- 3-1 Candidate for outside<br>director : Soo-Young Song<br> <br><br><br><br>- 3-2 Candidate for outside director : Sung-Tae Ro<br><br><br><br> <br>- 3-3 Candidate for outside<br>director : Sang-Yong Park<br> <br><br> <br>-<br>3-4 Candidate for outside director : Dong-Woo Chang<br> <br><br><br><br>- 3-5 Candidate for non-standing director : Won-Duk Lee<br> <br><br> <br>4. Appointment of outside director who<br>will serve as an Audit Committee Member<br> <br><br> <br>- Candidate for outside<br>director who will serve as an Audit Committee Member :<br> <br><br><br><br>Chan-Hyoung Chung
5. Appointment of Audit Committee Members who are outside directors<br><br><br><br> <br>- 5-1 Candidate for Audit<br>Committee Member who is an outside director :<br> <br><br> <br>Sung-Tae Ro<br> <br><br> <br>- 5-2 Candidate for Audit Committee Member who is an outside director :<br> <br><br><br><br>Dong-Woo Chang<br> <br><br><br><br>6. 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 2021

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<br><br><br>Classification Whether Directorswho are member ofthe AuditCommitteeare elected separately Relationship<br><br><br>with the<br> <br>Majority<br><br><br>Shareholder Recommended by
3-1 Soo-Young<br><br><br>Song Oct. 2, 1980 Outside Director No None Committee for Recommending Executive Officer Candidates
3-2 Sung-Tae Ro Sep. 3, 1946 Outside Director No None Committee for Recommending Executive Officer Candidates
3-3 Sang-Yong Park Feb. 21, 1951 Outside Director No None Committee for Recommending Executive Officer Candidates
3-4 Dong-Woo Chang Jan. 21,1967 Outside Director No None Committee for Recommending Executive Officer Candidates
3-5 Won-Duk Lee Jan. 15, 1962 Non-standing Director No None Board of Directors
1) The term of the outside director candidate Soo-Young Song is from the<br>end of the AGM for FY2021 to the end of the AGM for FY2023
--- ---
2) The terms of the outside director candidates Sung-Tae Ro, Sang-Yong<br>Park and Dong-Woo Chang are from the end of the AGM for FY2021 to the end of the AGM for FY2022
--- ---
3) The term of the non-standing director candidate Won-Duk Lee is from the end of the AGM for FY2021 to Dec. 31, 2023
--- ---

[ Experience ]

Name Career Highlights Transactionswith theCompany withinthe pastthreeyears
3-1 Soo-Young Song 2021-Current - Steering Committee member, Steering Committee of ESG Support Project for Corporate Partnership, Korea Commission for Corporate Partnership 768.9 million Won<br><br><br>Note1)
2019-Current - Advisory attorney, Center for Creative Economy and Innovation, Ministry of Justice
2010-Current - Partner, Shin & Kim LLC
2010 - Completion of the 29^th^Judicial Research and Training Institute
3-2 Sung-Tae<br><br><br>Ro 2019-Current - Outside Director, Woori Financial Group (Chairman of the Board of Directors & the Board ESG Management Committee) None
2018-Current - Chairperson, Samsung Dream Scholarship Foundation
2017-Current - Outside Director, Woori Bank (Chairman of the Board Risk Management Committee)
2012-2014 - Advisor, Hanwha Life Insurance Co., Ltd
2007-2012 - President, Hanwha Life Economic Research Institute
3-3 Sang-Yong<br><br><br>Park 2019-Current - Outside director, Woori Financial Group (Chairman of the Board Risk Management Committee & the Committee for Internal Control Management) None
2018-Current - Auditor, Educational Foundation of Yonsei University
2017-Current - Outside Director, Woori Bank (Chairman of the Board of Directors)
2016-Current - Director, Seoul Financial Forum
2013-2015 - Civilian Chair, Public Fund Oversight Committee
2009-2012 - Professor and Dean, School of Business & Graduate school of Business, Yonsei University
3-4 Dong-Woo<br><br><br>Chang 2019-Current - Outside Director, Woori Financial Group (Chairman of the Committee for Recommending Executive Officer Candidates) None
2017-2018 - Outside Director, Woori Bank (Chairman of the Officer Candidate Recommendation Committee)
2003-Current - CEO, IMM Investment Corp.
3-5 Won-Duk<br><br><br>Lee 2021-Current - Senior Deputy President, Woori Financial Group None
2020-2021 - Deputy President, Strategy Planning Unit, Woori Financial Group
2018-2020 - Executive Vice President, Management and Finance Planning Group, Woori Bank
2017-2018 - Managing Director, Management and Finance Planning Group, Woori Bank
2017-2017 - Managing Director, Future Strategy Division, Woori Bank
2014-2017 - Senior General Manager, Future Strategy Department, Woori Bank

Note1) The above transactions do not fall under the grounds for disqualification of outside director under the Act on Corporate Governance of Financial Companies

Name Delinquent tax payments Executive officer of any<br><br><br>insolvent company Grounds for potential<br><br><br>disqualification by law
3-1 Soo-Young Song None None None
3-2 Sung-Tae Ro None None None
3-3 Sang-Yong Park None None None
3-4 Dong-Woo Chang None None None
3-5 Won-Duk Lee None None None

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

• Candidate: Soo-Young Song

1) Expertise

  • As a lawyer, this candidate will contribute to the development of Woori Financial Group as a legal expert who actively provides advice about laws on ESG and financial institutions, including the Financial Investment Service and Capital Markets Act.

2) Independence

  • This candidate will perform her duties fairly and independently for the benefit of all shareholders and financial consumers.

3) Job performance

  • In order to achieve the vision of Woori Financial Group, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on her independence and expertise.

• Candidate: Sung-Tae Ro

1) Expertise

  • With a Ph.D.in economics, this candidate is an expert in the field of economics who served as the president of the Korea Economic Research Institute, and will contribute to the development of Woori Financial Group based on such expertise.

2) Independence

  • This candidate will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.

3) Job performance

  • In order to achieve the vision of Woori Financial Group, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his independence and expertise.

• Candidate: Sang-Yong Park

1) Expertise

  • With a Ph.D. in business administration, this candidate 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. He is also an expert in the field of governance, having served as a civilian chair of the Public Fund Oversight Committee. He will contribute to the development of Woori Financial Group based on such experience.

2) Independence

  • This candidate will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.

3) Job performance

  • In order to achieve the vision of Woori Financial Group, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his independence and expertise.

• Candidate: Dong-Woo Chang

1) Expertise

  • This candidate is a certified public accountant and is an expert in the field of accounting. As the CEO of IMM Investment Corp., he has successfully led a number of corporate investments, and he will contribute to the development of Woori Financial Group based on such experience.

2) Independence

  • This candidate will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.

3) Job performance

  • In order to achieve the vision of Woori Financial Group, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his independence and expertise.

[ Reasons for recommendation by the Board of Directors (the“Board”) ]

• Candidate: Soo-Young Song

  • This candidate graduated from Seoul National University with degrees in business administration and law and has worked as an associate at Samsung Securities. She is currently a partner at Shin & Kim LLC as a legal and ESG expert, particularly in the fields of finance and ESG. She has extensive experience in ESG strategy and ESG investment for domestic and foreign companies such as participating as a committee member of the Steering Committee of the ESG Support Project for Corporate Partnership in the Korea Commission for Corporate Partnership. She is recommended as an outside director to strengthen the Board’s collective professionalism in the fields of law and ESG. As a female candidate to the Board, she is also expected to enhance its gender diversity. She is also expected to greatly contribute to the development of the Company as a young candidate who can carefully examine and empathize with the Group’s ESG management advancement, digital transformation and MZ target marketing.

• Candidate: Sung-Tae Ro

  • This candidate holds a Ph.D. in economics and is an expert in the field of economics who served as the president of the Korea Economic Research Institute. He is expected to contribute to the development of Woori Financial Group based on his abundant work experience, knowledge and insight. He is recommended for re-appointment as an outside director, as he played a central role in leading the Board and promoting unity as the chairman of the Board for the past three years.

• Candidate: Sang-Yong Park

  • This candidate holds a Ph.D. in business administration and is an expert in the field of business management. He has worked as a professor in the Department of Business Administration at Yonsei University for more than 30 years, and has served as an outside director at numerous institutions. He is recommended for re-appointment as an outside director, as he played a major role in advancing Woori Financial Group’s governance structure and improving the operation of the Board during his tenure as outside director, and is expected to contribute to enhancing corporate value in the future as an expert on governance, having served as the civilian chair of the Public Fund Oversight Committee.

• 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 has successfully led a number of corporate investments with excellent analysis and insight while serving as the CEO of IMM Investment Corp. He is recommended for re-appointment as an outside director, as he made great contributions to enhancing the expertise of the Board by expressing his professional opinions on entering into new business areas and conducting M&A, based on his deep insight and his experiences.

• Candidate: Won-Duk Lee

  • This candidate is currently in charge of the overall corporate business including strategy and finance as the Senior Deputy President. 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 the Executive Vice President of Woori Bank’s Management and Finance Planning Group(CFO) from December 2018 to February 2020. He has served as a standing director of Woori Financial Group since March 2020 and has contributed to the Board’s development by acting as a bridge between the management and the Board to facilitate their communications and enhance the Board’s ability to make decisions. He has been internally appointed as the President and CEO of Woori Bank in Feb. 2022 and is recommended as a non-standing director as he is expected to contribute to enhancing corporate value.

4. Appointment of outside director who will serve as Audit Committee Member

[ Details of Director Candidates ]

Name Date of Birth DirectorClassification Whether Directorswho are member ofthe AuditCommitteeare elected separately Relationship<br><br><br>with the<br> <br>Majority<br><br><br>Shareholder Recommended by
4-1 Chan-Hyoung<br><br><br>Chung Feb. 15, 1956 Outside Director Elected separately None Committee for Recommending Executive Officer Candidates
1) The term of the outside director candidate Chan-Hyoung Chung is from the end of the AGM for FY2021 to the end<br>of the AGM for FY2022
--- ---

[ Experience ]

Name Career Highlights Transactionswith theCompany withinthe pastthreeyears
4-1 Chan-Hyoung<br><br><br>Chung 2019-Current - Outside Director, Woori Financial Group (Chairman of the Audit Committee & the Compensation Committee) None
2018-Current - Outside Director, Woori Bank (Chairman of the Audit Committee)
2018-2019 - Advisor, POSCO Capital
2015-2018 - CEO, POSCO Capital
2015-2015 - Vice Chairman, Korea Investment Management
2007-2014 - CEO and President, Korea Investment Management
Name Delinquent tax payments Executive officer of any<br><br><br>insolvent company Grounds for potential<br><br><br>disqualification by law
--- --- --- --- ---
4-1 Chan-Hyoung Chung None None None

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

• Candidate: Chan-Hyoung Chung

1) Expertise

  • This candidate has an excellent understanding and deep knowledge of the financial industry based on his long experience as a corporate manager, and will contribute to the development of Woori Financial Group based on such expertise.

2) Independence

  • This candidate will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.

3) Job performance

  • In order to achieve the vision of Woori Financial Group, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his independence and expertise.

[ Reasons for recommendation by the Board ]

•Candidate: Chan-Hyoung Chung

  • This candidate has a deep knowledge and an excellent understanding of overall financial sector based on his deep insights and long experience as a corporate manager and has contributed significantly to the Company’s development by presenting balanced opinion and drawing reasonable conclusion related to current financial and management issues. Recommended for re-appointment as an outside director, as he is expected to play a central role in enhancing the corporate value in the future.

• The appointment of the outside director above is a separate agenda item from the appointment of other directors in accordance with Article 19, Clause 5 of Act on Corporate Governance of Financial Companies.

5. Appointment of Audit Committee Members who are outside directors

[ Details of Director Candidates ]

Name Date of Birth DirectorClassification Whether Directorswho are member ofthe AuditCommitteeare elected separately Relationship<br><br><br>with the<br> <br>Majority<br><br><br>Shareholder Recommended by
5-1 Sung-Tae Ro Sep. 3,1946 Outside Director No None Committee for Recommending Executive Officer Candidates
5-2 Dong-Woo Chang Jan. 21,1967 Outside Director No None Committee for Recommending Executive Officer Candidates
1) The terms of the Audit Committee member candidates Sung-Tae Ro and Dong-Woo Chang are from the end of the AGM for FY2021 to the end of the AGM for FY2022
--- ---

[ Experience ]

Name Career Highlights Transactionswith theCompany withinthe pastthreeyears
5-1 Sung-Tae<br><br><br>Ro 2019-Current - Outside Director, Woori Financial Group (Chairman of the Board of Directors & the Board ESG Management Committee) None
2018-Current - Chairperson, Samsung Dream Scholarship Foundation
2017-Current - Outside Director, Woori Bank (Chairman of the Board Risk Management Committee)
2012-2014 - Advisor, Hanwha Life Insurance Co., Ltd
2007-2012 - President, Hanwha Life Economic Research Institute
5-2 Dong-Woo<br><br><br>Chang 2019-Current - Outside Director, Woori Financial Group (Chairman of the Committee for Recommending Executive Officer Candidates) None
2017-2018 - Outside Director, Woori Bank (Chairman of the Officer Candidate Recommendation Committee)
2003-Current - CEO, IMM Investment Corp.
Name Delinquent tax payments Executive officer of any<br><br><br>insolvent company Grounds for potential<br><br><br>disqualification by law
--- --- --- --- ---
5-1 Sung-Tae Ro None None None
5-2 Dong-Woo Chang None None None

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

• Candidate: Sung-Tae Ro

1) Expertise

  • With a Ph.D.in economics, this candidate is an expert in the field of economics who served as the president of the Korea Economic Research Institute and will contribute to the development of Woori Financial Group based on such expertise.

2) Independence

  • This candidate will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.

3) Job performance

  • In order to achieve the vision of Woori Financial Group, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his independence and expertise.

• Candidate: Dong-WooChang

1) Expertise

  • This candidate is a certified public accountant and is an expert in the field of accounting. As the CEO of IMM Investment Corp., he has successfully led a number of corporate investments and he will contribute to the development of Woori Financial Group base on his experience.

2) Independence

  • This candidate will perform his duties fairly and independently for the benefit of all shareholders and financial consumers.

3) Job performance

  • In order to achieve the vision of Woori Financial Group, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities based on his independence and expertise.

[ Reasons for recommendation by the Board ]

• Candidate: Sung-Tae Ro

-This candidate holds a Ph.D. in economics and is an expert in the field of economics who served as the president of the Korea Economic Research Institute. He is expected to contribute to the development of Woori Financial Group based on his abundant work experience, knowledge and insight. He is recommended for re-appointment as an outside director, as he played a central role in leading the Board and promoting unity as the chairman of the Board for the past three years.

• 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 has successfully led a number of corporate investments with excellent analysis and insight while serving as the CEO of IMM Investment Corp. He is recommended for re-appointment as an outside director, as he made great contributions to enhancing the expertise of the Board by expressing his professional opinions on entering into new business areas and conducting M&A, based on his deep insight and his experiences.

6. Approval of directors’ compensation limit

Item 2022 2021
Number of Directors<br><br><br>(Number of Outside Directors) 8 (6) 9 (6)
Compensation Limit 3.2 billion Won<br><br><br><br> <br>*  In 2022, we will also<br>operate a performance-linked stock-based compensation system separate from the compensation limit, and the amount of such payment will be finalized and paid in 2026 according to the achievement rates of certain long-term performance evaluation<br>indicators (e.g., relative shareholder returns, ROE, net profit, NPL ratio) relative to their respective target goals, for the next 4 years. 3.2 billion Won<br><br><br><br> <br>*  In 2021, we also<br>operated a performance-linked stock-based compensation system separate from the amounts above, and the amount of such payment will be finalized and paid in 2025 according to the achievement rates of certain long-term performance evaluation<br>indicators (e.g., relative shareholder returns, ROE, net profit, NPL ratio) relative to their respective target goals, for the next 4 years.
Total Compensation N/A 1.9 billion Won

Note1) Allocation within the total compensation limit delegated to the Board (Board Compensation Committee).

Note2) Performance-linked stock-based compensation excluded from the compensation limit.

Appendix A. Financial Statements for FY2021

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, 2021 AND 2020

December 31,<br>2021 December 31,<br>2020
(Korean Won in millions)
ASSETS
Cash and cash equivalents 7,565,818 9,990,983
Financial assets at fair value through profit or loss (“FVTPL”) 13,497,234 14,762,941
Financial assets at fair value through other comprehensive income (“FVTOCI”) 39,119,789 30,028,929
Securities at amortized cost 17,086,274 17,020,839
Loans and other financial assets at amortized cost 361,932,872 320,106,078
Investments in joint ventures and associates 1,335,167 993,291
Investment properties 389,495 387,464
Premises and equipment 3,174,720 3,287,198
Intangible assets 785,386 792,077
Assets held for sale 26,327 60,002
Net defined benefit asset 21,346 5,658
Current tax assets 22,598 75,655
Deferred tax assets 31,131 46,088
Derivative assets (Designated for hedging) 106,764 174,820
Other assets 2,088,950 1,348,994
Total assets 447,183,871 399,081,017
LIABILITIES
Financial liabilities at fair value through profit or loss (“FVTPL”) 4,873,458 6,813,822
Deposits due to customers 317,899,871 291,477,279
Borrowings 24,755,459 20,745,466
Debentures 44,653,864 37,479,358
Provisions 576,134 501,643
Net defined benefit liability 47,986 52,237
Current tax liabilities 584,491 370,718
Deferred tax liabilities 186,946 160,250
Derivative liabilities (Designated for hedging) 27,584 64,769
Other financial liabilities 24,171,030 14,215,817
Other liabilities 556,853 473,813
Total liabilities 418,333,676 372,355,172

(Continued)

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2021 AND 2020 (CONTINUED)

December 31,<br>2021 December 31,<br>2020
(Korean Won in millions)
EQUITY
Owners’ equity
Capital stock 3,640,303 3,611,338
Hybrid securities 2,294,381 1,895,366
Capital surplus 682,385 626,111
Other equity (2,167,614 ) (2,347,472 )
Retained earnings 21,392,564 19,268,265
25,842,019 23,053,608
Non-controlling interests 3,008,176 3,672,237
Total equity 28,850,195 26,725,845
Total liabilities and equity 447,183,871 399,081,017

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

2021 2020
(Korean Won in millions)
Interest income 9,894,749 9,523,853
Financial assets at FVTPL 45,803 48,612
Financial assets at FVTOCI 381,814 437,527
Financial assets at amortized cost 9,467,132 9,037,714
Interest expense (2,909,028 ) (3,525,341 )
Net interest income **** 6,985,721 **** **** 5,998,512 ****
Fees and commissions income 2,171,705 1,694,016
Fees and commissions expense (700,930 ) (679,977 )
Net fees and commissions income **** 1,470,775 **** **** 1,014,039 ****
Dividend income 309,211 138,543
Net gain on financial instruments at FVTPL 325,751 421,709
Net gain on financial assets at FVTOCI 32,624 24,138
Net gain arising on financial assets at amortized cost 107,317 44,443
Impairment losses due to credit loss (536,838 ) (784,371 )
General and administrative expense (4,147,411 ) (3,956,181 )
Other net operating expense (887,401 ) (820,438 )
Operating income **** 3,659,749 **** **** 2,080,394 ****
Share of gain of joint ventures and associates 62,196 101,077
Other non-operating expense 27,296 (180,220 )
Non-operating expense **** 89,492 **** **** (79,143 )
Net income before income tax expense **** 3,749,241 **** **** 2,001,251 ****
Income tax expense (941,870 ) (486,002 )
Net income **** 2,807,371 **** **** 1,515,249 ****
Net gain(loss) on valuation of equity securities at FVTOCI 34,069 47,246
Changes in capital due to equity method (2,607 ) (2,065 )
Remeasurement gain(loss) related to defined benefit plan 65,067 9,783
Items that will not be reclassified to profit or loss: **** 96,529 **** **** 54,964 ****
Net gain on valuation of debt securities at FVTOCI (184,396 ) 12,114
Changes in capital due to equity method 4,133 (233 )
Net gain(loss) on foreign currency translation of foreign operations 246,808 (153,472 )
Net gain(loss) on valuation of cash flow hedge 7,107 4,420
Items that may be reclassified to profit or loss: **** 73,652 **** **** (137,171 )
Other comprehensive income (loss), net of tax **** 170,181 **** **** (82,207 )
Total comprehensive income **** 2,977,552 **** **** 1,433,042 ****

(Continued)

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (CONTINUED)

2021 2020
(Korean Won in millions)
Net income attributable to: **** 2,807,371 **** 1,515,249
Net income attributable to owners 2,587,936 1,307,266
Net income attributable to non-controlling<br>interests 219,435 207,983
Total comprehensive income attributable to: **** 2,977,552 **** 1,433,042
Comprehensive income attributable to owners 2,745,764 1,233,097
Comprehensive income attributable to non-controlling<br>interests 231,788 199,945
Earnings per share
Basic and diluted earnings per share (Unit: In Korean Won) 3,481 1,742

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

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, 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
January 1, 2021 3,611,338 1,895,366 626,111 (2,347,472 ) 19,268,265 23,053,608 3,672,237 26,725,845
Total comprehensive income
Net income 2,587,936 2,587,936 219,435 2,807,371
Net gain(loss) on valuation of financial instruments at FVTOCI (150,470 ) (150,470 ) 143 (150,327 )
Net gain(loss) due to disposal of equity securities at FVTOCI (2,220 ) 2,220
Changes in capital due to equity method 2,472 (946 ) 1,526 1,526
Gain on foreign currency translation of foreign operations 234,583 234,583 12,225 246,808
Gain on valuation of cash flow hedge 6,938 6,938 169 7,107
Capital related to non-current assets held for<br>sale (947 ) 947
Remeasurement gain related to defined benefit plan 65,251 65,251 (184 ) 65,067
Transactions with owners
Comprehensive stock exchange 28,965 35,197 64,162 64,162
Dividends to common stocks (368,357 ) (368,357 ) (9,391 ) (377,748 )
Acquisition of treasury stocks (3,819 ) (3,819 ) (3,819 )
Issuance of hybrid securities 399,015 399,015 399,015
Dividends to hybrid securities (66,250 ) (66,250 ) (144,923 ) (211,173 )
Redemption of hybrid securities (27,365 ) (27,365 ) (549,904 ) (577,269 )
Changes in subsidiaries’ capital 9,382 32,445 (31,251 ) 10,576 (11,296 ) (720 )
Others 11,695 22,990 34,685 (180,335 ) (145,650 )
December 31, 2021 3,640,303 2,294,381 682,385 (2,167,614 ) 21,392,564 25,842,019 3,008,176 28,850,195

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

2021 2020
(Korean Won in millions)
Cash flows from operating activities:
Net income 2,807,371 1,515,249
Adjustments to net income:
Income tax expense 941,870 486,002
Interest income (9,894,749 ) (9,523,853 )
Interest expense 2,909,028 3,525,341
Dividend income (309,211 ) (138,543 )
(6,353,062 ) (5,651,053 )
Additions of expenses not involving cash outflows:
Loss on valuation of financial instruments at FVTPL 16,869 44,863
Loss on financial assets at FVTOCI 15,812 787
Impairment loss due to credit loss 536,838 784,371
Loss on other provisions 85,690 232,680
Retirement benefit 177,303 174,628
Depreciation and amortization 791,896 535,548
Net gain on foreign currency translation 109,668 191,504
Loss on derivatives (designated for hedge) 93,084 82,746
Loss on fair value hedge 1,947 68,508
Loss on valuation of investments in joint ventures and associates 19,816 24,525
Loss on disposal of investments in joint ventures and associates 174
Loss on disposal of premises and equipment, intangible assets and other assets 3,354 2,717
Impairment loss on premises and equipment, intangible assets and other assets 656 8,763
1,853,107 2,151,640
Deductions of income not involving cash inflows:
Gain on financial assets at FVTOCI 48,436 24,925
Gain on other provisions 1,591 2,450
Gain on derivatives (designated for hedge) 61,271 67,395
Gain on fair value hedge 106,253 9,646
Gain on valuation of investments in joint ventures and associates 82,012 125,602
Gain on disposal of investments in joint ventures and associates 70,834 3,470
Gain on disposal of premises and equipment, intangible assets and other assets 51,083 9,715
Reversal of impairment loss on premises and equipment, intangible assets and other assets 166 172
Profit from bargain purchase 67,427
Other income 35,717 20,600
457,363 331,402
Changes in operating assets and liabilities:
Financial instruments at FVTPL 42,498 (875,076 )
Loans and other financial assets at amortized cost (38,020,109 ) (22,763,192 )
Other assets (983,680 ) (89,918 )
Deposits due to customers 23,830,469 27,378,173
Provisions (12,278 ) (184,112 )
Net defined benefit liability (109,778 ) (214,741 )
Other financial liabilities 9,456,310 (2,694,701 )
Other liabilities 67,802 (8,150 )
(5,728,766 ) 548,283
Interest income received 9,351,055 9,558,119
Interest expense paid (3,016,841 ) (4,008,001 )
Dividends received 309,071 138,562
Income tax paid (565,539 ) (315,422 )
6,077,746 5,373,258
Net cash inflow from operating activities (1,800,967 ) 3,605,975

(Continued)

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (CONTINUED)

2021 2020
(Korean Won in millions)
Cash flows from investing activities:
Cash in-flows from investing activities:
Disposal of financial instruments at FVTPL 10,361,751 6,605,483
Disposal of financial assets at FVTOCI 21,645,907 20,527,695
Redemption of securities at amortized cost 6,425,062 5,661,472
Disposal of investments in joint ventures and associates 195,758 410,940
Disposal of investment properties 353
Disposal of premises and equipment 2,890 22,828
Disposal of intangible assets<br><br><br>Disposal of assets held for sale 846<br> <br>93,756 634<br> <br>—
Net increase of other assets 66,305 26,642
38,792,275 33,256,047
Cash out-flows from investing activities:
Net cash in-flows of business combination 313,058
Net cash in-flows from obtaining control 1,638
Acquisition of financial instruments at FVTPL 11,840,524 8,082,824
Acquisition of financial assets at FVTOCI 30,522,971 23,044,741
Acquisition of securities at amortized cost 6,435,692 2,380,448
Acquisition of investments in joint ventures and associates 400,172 550,619
Acquisition of investment properties 76,588
Acquisition of premises and equipment 119,255 149,341
Acquisition of intangible assets 138,882 114,854
49,459,134 34,712,473
Net cash outflow from investing activities (10,666,859 ) (1,456,426 )
Cash flows from financing activities:
Cash in-flows from financing activities:
Net cash in-flows from hedging activities 6,987
Net increase in borrowings 3,199,712 2,033,851
Issuance of debentures 32,674,966 23,082,798
Net increase of other liabilities 3,488 3,971
Issuance of hybrid securities 399,016 897,822
Paid-in capital increase on<br>non-controlling interests 1,623 45,749
Net increase (decrease) in non-controlling equity<br>liabilities 10,685
36,296,477 26,064,191
Cash out-flows from financing activities:
Net cash out-flows from hedging activities 5,409
Redemption of debentures 25,781,305 22,168,962
Redemption of lease liabilities 177,593 204,794
New stock issue cost 140
Acquisition of treasury stocks 3,757
Dividends paid 368,357 505,587
Redemption of hybrid stocks 587,650 598,850
Dividends paid to hybrid securities 211,173 211,277
Dividends paid to non-controlling interest 9,391 2,071
Changes in non-controlling interests 81,410
27,220,776 23,696,950
Net cash inflow from financing activities 9,075,701 2,367,241
Net increase (decrease) in cash and cash equivalents (3,392,125 ) 4,516,790
Cash and cash equivalents, beginning of the period 9,990,983 6,392,566
Effects of exchange rate changes on cash and cash equivalents 966,960 (918,373 )
Cash and cash equivalents, end of the period 7,565,818 9,990,983

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2021 AND 2020

December 31,<br>2021 December 31,<br>2020
(Korean Won in millions)
ASSETS
Cash and cash equivalents 578,725 69,176
Financial assets at fair value through profit or loss (“FVTPL”) 7,247
Financial assets at fair value through other comprehensive income (“FVTOCI”) 146,294 149,614
Loans and other financial assets at amortized cost 633,110 619,117
Investments in subsidiaries 22,144,915 21,562,229
Premises and equipment 7,790 12,538
Intangible assets 5,171 5,282
Net defined benefit asset 1,516 3,509
Current tax assets 856 307
Deferred tax assets 6,454 964
Other assets 151
Total assets 23,524,982 22,429,983
LIABILITIES
Financial liabilities at fair value through profit or loss (“FVTPL”) 329
Debentures 1,367,429 1,147,503
Provisions 394 782
Current tax liabilities 468,305 215,071
Other financial liabilities 22,988 22,085
Other liabilities 548 570
Total liabilities 1,859,993 1,386,011
EQUITY
Capital stock 3,640,303 3,611,338
Hybrid securities 2,294,288 1,895,322
Capital surplus 10,909,281 14,874,084
Other equity (3,874 ) (1,518 )
Retained earnings 4,824,991 664,746
Total equity 21,664,989 21,043,972
Total liabilities and equity 23,524,982 22,429,983

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

2021 2020
(Korean Won in millions)
Interest income 4,236 10,082
Interest expense (26,481 ) (23,035 )
Net interest income **** (22,245 ) **** (12,953 )
Fees and commissions income 1,306 805
Fees and commissions expense (13,891 ) (16,199 )
Net fees and commissions loss **** (12,585 ) **** (15,394 )
Dividend income 692,605 680,375
Net gain(loss) on financial instruments at FVTPL (7,576 ) (920 )
Reversal(Provision) of impairment losses due to credit loss 76 116
General and administrative expenses (59,725 ) (56,472 )
Operating income **** 590,550 **** **** 594,752 ****
Non-operating expense **** (305 ) **** (215 )
Net income before income tax expense **** 590,245 **** **** 594,537 ****
Income tax income(expense) 4,607 781
Net income **** 594,852 **** **** 595,318 ****
Net loss on valuation of equity securities at FVTOCI (2,408 ) (280 )
Remeasurement gain(loss) related to defined benefit plan 78 (607 )
Items that will not be reclassified to profit or loss: **** (2,330 ) **** (887 )
Other comprehensive loss, net of tax **** (2,330 ) **** (887 )
Total comprehensive income **** 592,522 **** **** 594,431 ****
Earnings per share
Basic and diluted earnings per share (Unit: In Korean Won) **** 730 **** **** 757 ****

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

Capitalstock Capitalsurplus Hybridsecurities Otherequity Retainedearnings Total<br>equity
(Korean Won in millions)
January 1, 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
January 1, 2021 3,611,338 14,874,084 1,895,322 (1,518 ) 664,746 21,043,972
Total comprehensive income
Net income 594,852 594,852
Net loss on valuation of equity securities at FVTOCI (2,408 ) (2,408 )
Remeasurement gain(loss) related to defined benefit plan 78 78
Transactions with owners
Comprehensive stock exchange 28,965 35,197 64,162
Acquisition of treasury stock (26 ) (26 )
Dividends to common stocks (368,357 ) (368,357 )
Issuance of hybrid securities 398,966 398,966
Dividends to hybrid securities (66,250 ) (66,250 )
Transfer of capital surplus to retained earnings (4,000,000 ) 4,000,000
December 31, 2021 3,640,303 10,909,281 2,294,288 (3,874 ) 4,824,991 21,664,989

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

2021 2020
(Korean Won in millions)
Cash flows from operating activities:
Net income 594,852 595,318
Adjustments to net income:
Income tax income (4,607 ) (781 )
Interest income (4,236 ) (10,082 )
Interest expense 26,481 23,035
Dividend income (692,605 ) (680,375 )
(674,967 ) (668,203 )
Adjustments for expenses not involving cash flows:
Provision(Reversal) of impairment losses due to credit loss (76 ) (116 )
Loss(Gain) on valuation of financial instruments at FVTPL 7,756 920
Retirement benefit 2,306 3,499
Depreciation and amortization 5,809 5,449
15,615 9,752
Changes in operating assets and liabilities:
Loans and other financial assets at amortized cost (393 ) (188 )
Other Assets (151 )
Net defined benefit liability (206 ) (11,329 )
Other financial liabilities 3,113 7,213
Other liabilities (21 ) (3,571 )
2,342 (7,875 )
Interest income received 3,946 13,080
Interest expense paid (25,371 ) (22,559 )
Dividends received 692,605 680,375
Income tax paid (795 ) (397 )
670,385 670,499
Net cash inflow from operating activities 608,227 599,491
Cash flows from investing activities:
Net decrease(increase) on other investment assets 240,000 730,000
Acquisition of investments in subsidiaries (518,384 ) (1,687,371 )
Acquisition of financial assets at FVTOCI (150,000 )
Acquisition of premises and equipment (51 ) (3,074 )
Acquisition of intangible assets (1,061 ) (3,051 )
Increase on guarantee deposits for leases (1,118 )
Net cash outflow from investing activities (279,496 ) (1,114,614 )

(Continued)

WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

2021 2020
(Korean Won in millions)
Cash flows from financing activities:
Issuance of debentures 219,489 199,556
Issuance of hybrid securities 398,966 897,778
Acquisition of treasury stock (26 )
Redemption of lease liabilities (2,864 ) (2,203 )
New stock issue cost (140 )
Dividends paid to hybrid securities (66,250 ) (48,915 )
Dividends paid (368,357 ) (505,587 )
Net cash inflow from financing activities 180,818 540,629
Net increase in cash and cash equivalents 509,549 25,506
Cash and cash equivalents, beginning of the period 69,176 43,670
Cash and cash equivalents, end of the period 578,725 69,176

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

Before Amendment After Amendment Reasons forAmendment
Article 60.    (Interim Dividends)<br> <br><br><br><br>(1)   The Company may pay interim dividends under the KCC and other applicable laws and regulations<br>to the shareholders registered in the shareholders’ registry of the Company as of a certain date determined by the resolution of the Board of Directors only once each fiscal year. Article 60.    (Interim Dividends)<br> <br><br><br><br>(1)   The Company may pay interim dividends under the KCC and other applicable laws and regulations<br>to the shareholders registered in the shareholders’ registry of the Company as of June 30. Clarifying the interim dividend record date

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 7, 2022 By: /s/ Sang-Wook Chun
(Signature)
Name:   Sang-Wook Chun
Title:     President