WF Woori Financial Group Inc

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Exchange Act Rule 14d-1(c) (Third Party Tender Offer)

Exchange Act Rule 14e-2(d) (Subject Company Response)

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)

Home Jurisdiction Documents

Prospectus, dated July 7, 2023, attached hereto as Exhibit 1.

Not applicable

Informational Legends

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Woori Financial Group Inc. is filing with the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X concurrently with the furnishing of this Form CB.

Not Applicable

[Business Risks of Woori Financial Group, Wholly Owning Parent Company]

A. Risk related to the competitiveness and business performance of the subsidiaries

Woori Financial Group Inc. (“Company” or “Woori Financial Group Inc.” or “Woori Financial Group”) is a financial holding company established under the FHCA. Financial holding companies like the Company are not allowed to engage in other profit-making businesses except for managing the business of their subsidiaries, such as financial support and investment support for a subsidiary, and the affairs incidental thereto. Hence, the major source of income is the dividends from their subsidiaries. Accordingly, the competitive elements of a financial holding company are directly related to the competitiveness of its subsidiaries within their respective industries. The Company engages in the financial industry, including its major subsidiary Woori Bank, and other subsidiaries in credit card, capital, merchant banking, asset management, and real estate trust industries. If the Company and its subsidiaries fail to have an efficient business management, such failure may have a negative impact on its overall business conditions. The market competitiveness and business performance of the subsidiaries may have a direct impact on the competitiveness and profit of the Company. Please be advised that investors should have a comprehensive review on the business of its subsidiaries to examine the business risks of the Company.

B. Risk associated with changes in the overall regulatory system

The financial industry is a country’s key industry and regulated industry. It is highly affected by the regulations of the financial authorities and the government policies. In other words, the Company and its subsidiaries are exposed to the risk of profitability fluctuations due to environmental and institutional changes affecting its subsidiaries. Therefore, investors should take into account not only the competitiveness of each subsidiary but also the external environments, such as macro-economics and government regulations.

C. Risks from changes in domestic and foreign financial markets

Risks from economic uncertainty at home and abroad have significant effects on the financial industry, which directly or indirectly affect the financial industry. Our group, including the Company, is also greatly affected by changes in domestic and foreign financial markets with the result that fluctuations in interest rates, exchange rates, bond and stock prices, and other market factors directly or indirectly affect the Company’s business operations. Investors should be aware of such risks.

D. Risk related to increase of double leverage ratio

The double leverage ratio is a financial holding company’s total amount of investment in its subsidiaries compared to its equity capital. Any amount exceeding 100% is capital amount contributed by the holding company through its borrowing, and the financial authorities recommend the holding company not to exceed 130%. If the double leverage ratio of holding company exceeds such 130%, it may be adversely affected at the time of evaluation of business status.

The average double leverage ratio of Korean financial holding companies is 115.57% as of the end of 2022. However, given their capital structures, which are largely rely on dividends from core subsidiaries, the double leverage ratio may exceed 130%, which is recommended by the financial authorities, due to expansion of business scale including M&A in the future, uncertainty in the financial market and the regulators’ more tightened control. Investors should note that the Company may be sanctioned in case of exceeding such 130%.

E. Risks from fiercer competition due to restructuring of the financial industry

Financial companies are proceeding with M&As for the purpose of enlargement, diversification and creation of business synergy. As such, the financial industry is being restructured and competition is expected to be fiercer. Such fiercer competition may cause the profitability of financial holding companies, like the Company, to be worse in the future.

F. Risks related to personal information

Financial sector has often suffered leakage accidents of personal information, and hackers will continually attempt to hack customer information of financial companies, including the Company, in the future. Accordingly, it is necessary to tighten internal security through internal control procedures to protect customer information. Investors should note that any occurrence of such leakage accident may result in falling of reputation of the Company and its subsidiaries, costs related to claims for damages, and decrease in profits due to customer separation.

G. Risks of the Introduction and Growth of the Fintech Industry

The advance in innovative technologies pursuant to the fourth industrial revolution, a new type of financial service that combines technology with finance, Fintech (Fintech: Financial+Technology), is revamping the fundamentals of the financial industry. Accordingly, in the third regulation reform ministerial meeting held on May 2015, the government released the ‘Fintech Industry Promotion Method’, and proposed 3 major milestones and 11 detailed tasks, including the promotion of Fintech industry startups and growth, full-fledged public-friendly services, and establishment of the Fintech infrastructure. Further, the government announced the ‘Fintech Innovation Facilitation Method’ in March 2018, and suggested 4 policy directions towards achieving financial innovation: 1) testing and supporting innovative financial services, 2) sophistication of financial industry services, 3) expansion of Fintech market, and 4) response to Fintech innovation risks.

In October 2018, the government conducted regulatory reform to facilitate Fintech by launching a ‘Regulatory Reform T/F for Financial Innovation including Fintech, Etc.’ Further, the FSC proclaimed January 2019 to be the ‘golden time’ for Fintech acceleration, and established a 6 milestone strategy plan for focused and systematic support (① full use of financial regulation sandbox, ② revamping old regulations, ③ increasing Fintech investment, ④ fostering new industry sector, ⑤ supporting global market entry, ⑥ strengthening digital finance/security). In October 2019, the government announced a regulatory innovation method for the promotion of Fintech, and soon thereafter, the FSS released the ‘Fintech scale-up strategy plan’ in December 2019.

In January 2020, the amendments of the Enforcement Decrees of the three major data laws passed the national assembly (the Personal Information Protection Act, Act on Promotion of Information and Communications Network Utilization and Information Protection, Etc., Credit Information Act) and came into force in August 2020. Key amendments made in the three major data laws include the establishment of a safe data combination procedure, stronger stability of pseudonymized information, unification of personal information related Enforcement Decrees, fostering financial sector mydata industry. Once the ‘mydata’ era arrives pursuant to the above Enforcement Decree, personal information would be provided to Fintech companies only upon consent of the customers. Accordingly the industry must establish response measures and gear the direction of business strategies in accordance therewith.

With the emergence of this Fintech industry, while previous banks are provided with new opportunities to service financial information using Fintech technologies, investors are advised to note that the banks may face excessive competition pressure and lower profits in the new financial environment, as non-financial companies may also enter the Fintech market.

H. Risks from the emergence of internet primary banks

The FSC announced a policy direction for relaxation of regulations of internet primary banks in June 2015, and has issued licenses to three internet primary banks so far. The introduction of internet primary banks may lead to certain positive effects, such as cost-saving effects of internet banks, and promotion of product development by existing financial institutions, while it could cause a decrease in market share, price competitiveness and profitability of existing commercial banks due to fiercer competition. As such, investors should take note of the above.

I. Risks from strengthened anti-money laundering obligations

Recently, finance companies’ anti-money laundering obligations are being strengthened in Korea and abroad. As is the case with inspections by global and US financial authorities, the recent trend of inspections by the Korean financial authorities is to focus on the operational effectiveness in substance, rather than perfunctory compliance with the anti-money laundering system. Evaluation results, which are directly related to the competitiveness of financial business, are risk factors from the standpoint of finance companies, and could deteriorate the soundness of financial institutions subject to anti-money laundering regulation.

Meanwhile, according to the “Procedures for Mutual Evaluations and Follow-Up of FATF (Financial Action Task Force)” (dated November 27, 2018) of the AML/CFT (Anti-Money Laundering/ Combating the Financing of Terrorism) Policy Council, Korea was evaluated in July of 2019 for the operation of AML/CFT system in accordance with the Mandate of FATF. Such evaluation involved checks by the international society of Korea’s AML/CFT system, and the results of such evaluation appear to be a measure of the transparency of Korea’s financial and judicial systems. Also, depending upon the results of such evaluation, Korea can be subject to subsequent checks, and can, if deemed negative based on such evaluation, be affected in, among others, the nation’s sovereign rating, financing costs of exporting companies, and foreign exchange transactions.

[Business Risks of Woori Venture Partners, Wholly-Owned Subsidiary]

A. Risks from economic fluctuations and changes in government policies

Woori Venture Partners finances investments from policy funds, professional investment institutions, corporations, and other financial investors to form funds (investment partnerships and private equity funds) and runs its venture investment by investing in high-potential SME ventures and foreign companies through such funds. Woori Venture Partners has a cyclical structure in which it increases the investee companies’ corporate value by managing and supporting the companies’ important business activities, generates profits, collects invested amounts, and distributes them to investors. Therefore, changes in government policies, the real economy, and financial markets in and outside of the country directly and indirectly affect the venture capital and private equity industry to which Woori Venture Partners belongs in terms of securing financial resources, executing investments, and recovering investments.

With ventures business emerging as a new growth engine for the national economy amidst stale growth, the government is also implementing economic growth policies and creating jobs by promoting and supporting SMEs and venture companies. Ever since the Ministry of SMEs and Startups was launched as the key government department for innovative growth, job creation, and fair economy, market-friendly policies have been implemented to build an innovative industry ecosystem, and measures to improve business ventures in hopes of building a country with strong global business ventures have been announced. These government-supported policies are expected to have a positive influence, inducing the inflow of talents and capital in the venture capital industry Woori Venture Partners is in and strengthen the venture ecosystem. However, constant changes in the government’s policy to promote venture investments significantly relaxed the regulations for the registration and activities of startup investment companies, which constitute the backbone of the venture investment, ultimately resulting in undesirable results such as disorganized flooding of new companies, low transparency, and illegal activities. In response, the government is continuously establishing and strengthening management and supervisions, while enacting laws and administrative regulations to ensure that startup investment companies have as high transparency as other financial institutions. Government’s policy easing and financial support will likely continue regardless of future government changes. However, the government’s policy is subject to change if its policy easing leads to social side effects and reduction of financial resources, and such a change could negatively affect Woori Venture Partners’ business.

B. Risks Associated with Investing in Venture Capital

Woori Venture Partners’ venture capital business strategy is to invest in businesses with superior technical prowess and growth potential, instead of adopting a conservative approach focusing on financial stability and operation performance. Therefore, a new business’ growth and development driven by newly secured funds can yield high investment returns. On the other hand, the business’ lack of growth can result in losses on invested principal.

Woori Venture Partners’ financial status and operational performance may suffer from difficulties in finding businesses with high growth potential and from reduced profitability and diminished valuation of investment recipients caused by lagging growth, business failures, adverse domestic and international economic conditions, and unfavorable changes in financial markets.

C. Risks from low entry barrier and intensifying competition

While government policies to invigorate venture activity are consistently lowering the entry barrier to the venture capital market, competition is steadily intensifying. As of 2022, 231 domestic venture capitals were active in the market while 394 institutions (including asset management companies, financial companies, startup investment companies, new technology venture capitals) were operating in the PEF market as of 2021.

By the end of 2021, 114 out of 197 startup investment companies (those with financial year-ends in December) were at a surplus, with only 34 firms recording a net income of more than KRW 5 billion. 2022 figures show startup investment companies differing greatly in terms of asset amount, fund size, and profit, with 17 of 231 firms possessing over KRW 1 trillion in assets under management.

In the first quarter of 2023, Woori Venture Partners’ assets under management were around the third largest among venture capitals, while net income stands at sixth largest as of the end of 2022. With the size of assets and funds growing annually at a steady pace, Woori Venture Partners is expected to remain competitive despite the increasing number and intensity of competition in the venture capital market.

However, overheating competition may cause difficulties in obtaining investment resources, while the growth of a particular competitor and the loss of talent to industry competition in the backdrop of continued fierce and unfriendly competition may also negatively impact Woori Venture Partners’ financial position and operational performance.

D. Risks related to procurement of sources of funds and investments

Procurement of sources of funds and investments is the most important element of venture capital investments. Venture capitals generally have a harder time procuring sources of funds and investments especially due to the high risks and longer investment periods (approximately 5 to 10 years) associated with venture companies. Therefore, venture capitals typically pool investments from policy agencies, financial institutions, pensions & credit unions, and the private sector. Procurement of sources of funds and investments is the most fundamental component of venture capitals and private equity industry, and is the foundation of investing in enterprises with growth potential yet having trouble with procurement of sources of funds and investments.

Recently, the investments from the policy agencies comprise higher resource proportions of venture capital business and private equity resources. Therefore, the government’s effort to facilitate continuous venture investments, start-up support policy, and the prospect of the parent fund’s investment business are critical in the procurement of funds. The number of newly-formed partnerships and PEFs has been increasing annually due to the government’s continuous policy for facilitating the venture investment market. As a result, the number of newly-formed partnerships and funding for PEFs have been experiencing drastic increases. However, in case of possible change in the government’s policies regarding growth of venture investment or PEF markets, or reductions in investment from the policy agencies or private sector resulting in decrease in number of investors and amount, there is a possibility of hardship for Woori Venture Partners in recruiting investors and forming funds. Such may negatively affect Woori Venture Partners’ financial position and business performance.

E. Risks related to new investments

The number of new investments by venture capitals has been steadily increasing, but there have been major changes in the main investment sectors during the last 5 years. This indicates how important it is to find and invest in a sector and corporation with high growth potential and a promising future within the venture capital industry. As a result, failure to find or invest in such corporation through appropriate and investment decisions in the ever-changing venture industry may hinder Woori Venture Partners’ future growth and profitability.

F. Regulatory risks

Since the venture capital industry is much affected by laws and regulations, the business environment surrounding Woori Venture Partners may also be affected by amendments to laws and changes in regulations.

Startup investment companies, including Woori Venture Partners, report to the Ministry of SMEs and Startups and are subject to management and supervision by the said ministry with respect to the formation of investment partnerships, asset management, financial results, change of major management matters, etc. from the point of their establishment under the Venture Investment Promotion Act. In addition, when startup investment companies receive funding from a major investor, they become subject to due diligence and inspection of major matters for all stages from the selection of management company to final dissolution. Such faithful compliance and continuous management and supervision by authorities ensure that startup investment companies are operated in a sound manner and reduces the risk of poor investment decisions. However, there is still a possibility of change in laws and regulations and imposition of government sanctions, in which case the financial condition and business results of Woori Venture Partners can be negatively affected.

[Company Risks of Woori Financial Group, Wholly Owning Parent Company]

A. Risk of impact on profitability of financial holding company from changes in business performance of its subsidiaries

For the primary purpose of controlling, through ownership of shares, subsidiaries operating in the financial business or closely related to the financial business, Woori Financial Group was established on January 11, 2019 in accordance with the FHCA. A financial holding company, like Woori Financial Group, may not engage in any business for profit other than the business management of its subsidiaries and other duties incidental thereto, such as provision and management of loans and equity capital to its subsidiaries, in accordance with the relevant laws. Thus, the dividends from its subsidiaries are its main source of income of Woori Financial Group. As such, the competitiveness of financial holding company is directly related to the competitiveness of its subsidiaries in their respective industries.

Consolidated net income of Woori Financial Group as of 2023 1Q consist of the followings: 89.34% from banking business, 4.74% from credit card business, and 4.05% from capital business. Accordingly, Woori Financial Group’s profitability and cash flow are greatly affected by its subsidiaries’ operating environment and financial condition, and in order to predict Woori Financial Group’s future performance and competitiveness, it is necessary to review the overall financial industries to which its major subsidiaries, including banks, belong. Investors should keep this in mind.

B. Risks related to the soundness of assets of subsidiary bank

The asset soundness of the Company is similar to that of its subsidiary Woori Bank Co., Ltd. The NPL ratio and the delinquency rate of Woori Bank as of 2023 1Q recorded 0.19% and 0.28%, respectively. Woori Bank’s coverage ratio of allowance for bad debts recorded 264.76% as of 2023 1Q. However, we may not rule out the possibility of deterioration in the soundness of assets as loans may become non-performing loans, given the continuous restructuring of weak industries and failing companies, continuous instability of global economy, the concerns about local real estate market, and the excessive household loans compared to incomes. Investors should keep this in mind.

C. Possible decline in profitability if bank subsidiaries’ NIM falls

The composition of the Company’s NIM (Net Interest Margin) is expected to be more or less similar to the profit composition of Woori Bank Co., Ltd. As of 2023 1Q, Woori Bank Co., Ltd.’s ROA and NIM recorded 0.79%, and 1.59% respectively, showing positive overall profitability. However, there exists uncertainty due to slowing economic recovery, and Woori Bank has limitations in generating profits through expansion of loan assets due to the Korea government’s regulations on household debts. In such case, Woori Bank’s profitability including NIM may deteriorate.

Meanwhile, the Basel III Liquidity Coverage Ratio (LCR) regulation (high liquidity assets/ future net cash leakage for one month ≥100%) that is in effect since 2015 is also expected to act as a burden to the bank’s profitability. With stronger government regulation related to household debts, and the implementation of LCR regulation, the bank’s asset management policy is shifting towards a more conservative stance. Such change to the policy is expected to have an adverse effect on Woori Bank’s profitability. Investors are advised to take note of these issues.

D. Interest Rate Risks of the Bank Subsidiary

In light of the global spread of COVID-19, the US FOMC lowered the base interest rate by 0.5%p from 1.50%~1.75% to 1.00%~1.25% on March 3, 2020, and by 1%p to 0.00%~0.25% on March 3, 2020. The Bank of Korea, which froze the base interest rate in January and February 2020, lowered the base interest rate from 1.25% to 0.75% on March 16, 2020 and then to 0.5% again on May 28, 2020. However, the Monetary Policy Board raised the base interest rate by 0.25%p each in August and November 2021, and by another 0.25%p in January 2022. Such increase appears to have been made to curb soaring inflation. The Monetary Policy Board froze the base interest rate in February 2022, but raised it by 0.25%p each in April and May 2022. As the FOMC raised the base interest rate by 0.75%p from 0.75%~1.00% to 1.50%~1.75% in June 2022, the Monetary Policy Board raised the base interest rate by 0.50%p from 1.75% to 2.25% in July 2020 by taking into account impending Korea-US interest rate reversal and high inflation rate. The US Federal Reserve decided to raise the base interest rate by 0.75%p each in the FOMC in September and November 2022, and additional 0.50%p in December 2022, and 0.25% each in February, March and May 2023. The US base interest rate as of the business day immediately preceding the filing date of this SRS ranges between 5.00% and 5.25%. In Korea, the Monetary Policy Board decided to raise the base interest rate by 0.25%p in August 2022, and in just three months after July, the Bank of Korea took a big step of raising the base interest rate (by 0.50%p) to curb inflation and exchange rate on October 12, 2022, and raised the rate by 0.25%p on November 24, 2022 and another 0.25%p on January 13, 2023. However, as there were growing concerns over the national economy, Korea’s base interest rate was frozen three times in a row on February 23, April 11 and May 25, 2023 and is currently 3.50%. The recent market rate at home and abroad are difficult to predict due to economic and political circumstances at home and abroad, as well as various market variables that are out of control. We cannot exclude the possibility that the market rate would continue its upward trend. The increase in market interest rate, which is connected with financing cost, may act unfavorably to the profitability of Woori Bank Co., Ltd., a subsidiary of Woori Financial Group. This may also undermine the profitability of Woori Financial Group’s consolidated financial statement. Investors are advised to take note of these issues.

E. Possibility of satisfying capital adequacy under the Basel III system

As of 2023 1Q, Woori Financial Group’s BIS total equity ratio is 15.79%, while its Tier 1 and C-Tier 1 are 12.71% and 10.91% respectively, which satisfy such level (total equity ratio: 11.5%; Tier 1: 9.5%; C-Tier 1: 8.0%), including conservation buffer (2.5%) and D-SIB (1.0%), as required by Basel III.

However, in the future, Woori Financial Group may fail to satisfy the capital adequacy ratio because of the following reasons: increase in risky assets due to business deterioration resulting from economic depression in and out of Korea, increase in losses, increase in costs due to disposal of non-performing loans, downward adjustment of securities, increase in foreign exchange rates, change in the minimum capital adequacy ratio due to tightened capital adequacy system, change in calculation method of ratio, change in the Basel Committee standards, and other negative factors affecting the asset soundness and capital adequacy.

Meanwhile, Woori Financial Group was selected as a “Domestic Systemically Important Bank” (D-SIB) of 2022 by the FSC and should accumulate additional 1% equity. If the current equity ratio of Woori Financial Group is also maintained in the future, such equity ratio would be above the ratio required by the Korean government for capital control (total equity ratio: 11.5%; Tier 1: 9.5%; C-Tier: 1 8.0%). However, investors should note that there is still a risk that Woori Financial Group’s equity ratio may fail to meet such ratio as required by the Korean government for capital control in the future as its equity ratio may decrease due to the burden of cost of bad debts resulting from a decline in soundness of corporate loans caused by deterioration of Korean companies’ financial stability.

Therefore, Woori Financial Group is trying to maintain the capital adequacy through continued generation of stable profits, issuance of contingent convertible bonds and risk management. Investors are advised to continuously monitor Woori Financial Group’s capital adequacy.

F. Risks related to profitability of subsidiary engaging in card business

Woori Card Co., Ltd. accounts for approximately 4.85% (approximately KRW 45.9 billion) of Woori Financial Group’s consolidated net income for 2023 1Q. Woori Card ranks second only to Woori Bank Co., Ltd., and thus the performance of Woori Card affects the profitability and dividend income of Woori Financial Group. Korean credit card industry has undergone intensive restructuring since the credit card crisis in 2003 and is now in a mature stage. Deterioration of the profitability of Korean credit card industry is expected to continue due to fiercer competition and downward adjustment of card fee rate of merchants. Besides, given the stagnant growth of household income and the growth of household debts, the default ratio of card use charges may increase. Investors should note that deterioration of business profitability of Woori Card due to the above factors may give adverse effect to the financial condition of Woori Financial Group on a consolidated basis.

G. Risks related to profitability of subsidiary engaging in capital financing business

Woori Financial Capital Co., Ltd. accounts for approximately 4.14% (approximately KRW 39.2 billion) of Woori Financial Group’s consolidated net income for 2023 1Q. The profit structure of Woori Financial Capital Co., Ltd. is focused on auto financing and individual and general loans based on credit financial business. In particular, as of 2023 1Q, the portion of the auto financing assets accounts for approximately 50% of the entire assets, indicating its heavy reliance on auto financing assets. Such a profit structure may prove vulnerable to economic fluctuation or changes of conditions in the industry. Investors should take note of this.

H. Risk of profitability of subsidiary engaging in the merchant banking business

As of 2023 1Q, Woori Investment Bank Co., Ltd. accounts for around 0.85% (approximately KRW 80.1 billion) of Woori Financial Group’s consolidated net income. Competition has become fiercer in the merchant banking industry, which used to be the only financial industry in which the companies were permitted to concurrently engage in other financial business activities, because more financial institutions are participating in this market. Accordingly, it is difficult for Woori Investment Bank to improve its profitability only based on spread between deposits and loans. Woori Investment Bank is trying to expand its business areas focusing on the IB business and to increase the portion of fee income. However, if Woori Investment Bank’s profitability deteriorates due to fiercer competition with other financial institutions and poor performance of new business, the profitability of Woori Financial Group would be adversely affected thereby. Investors should keep this in mind.

I. Risks from contingent liabilities and commitments

Due to the nature of financial industry, to which Woori Financial Group belongs, there may occur litigations and contingent liabilities in the course of business activities. If the amount of such litigations and contingent liabilities becomes large, it may give adverse effect not only to the performance of subsidiaries but also to that of Woori Financial Group. As of the business day immediately preceding the filing date of this SRS, there are outstanding payment guarantees, etc. of Woori Financial Group, which are related to pending litigations and business activities of its subsidiaries. As of the date immediately preceding the filing date of this SRS, there are 520 litigations (excluding litigations brought to merely extend prescription in relation to loans and litigations involving fraud) brought against member companies of Woori Financial Group (total litigation value: KRW 575,835 million), and the litigation provision is KRW 25,675 million. We cannot reasonably foresee the results of pending litigations, and Woori Financial Group’s financial condition could be affected by the judgments thereof to certain extent. Investors should take note of this.

J. Risks regarding legal regulation on financial holding companies

The Company is required to comply with such requirements as restrictions on capital contribution by financial holding companies under the FHCA, restrictions on extending credit facilities to the same borrowers, the same companies and major investors and restricted acts of subsidiaries, etc. Investors should note that the said legal regulations may be applicable.

K. Risks involved in acquiring new companies

The board of directors of the Company adopted a resolution in March 2019 to take over Tongyang Asset Management Co., Ltd. and ABL Asset Management Co., Ltd. (formerly known as Allianz Asset Management) and also resolved to acquire the shares in Kukje Asset Trust Co., Ltd. in June 2019, the shares in Aju Capital Co., Ltd. in October 2020 and the shares in Woori Savings Bank Co., Ltd. in March 2021.

The (formerly known as) Tongyang Asset Management Co., Ltd. was then included as the subsidiary of the Company as of August 1, 2019 (ownership: 73%, acquisition amount: approximately KRW 122.4 billion) and changed its name as Woori Asset Management Corp. (See the disclosure on the inclusion as the subsidiary of the Company’s holding company on August 1, 2019).

The (formerly known as) ABL asset management Co., Ltd. became the subsidiary of the Company as of December 6, 2019 (ownership: 100%, acquisition amount: approximately KRW 33 billion) and changed its name as Woori Global Asset Management Co., Ltd. (See the disclosure on the inclusion as the subsidiary of the Company’s holding company on December 6, 2019).

On July 25, 2019, the Company entered into the share purchase agreement (SPA) to take over the ownership of (formerly known as) Kukje Asset Trust (renamed as Woori Asset Trust). The procedures for the inclusion of Woori Asset Trust as the subsidiary of the Company were completed on December 30, 2019 (ownership: 51%, acquisition amount: approximately KRW 224.2 billion). (See the disclosure on the inclusion as the subsidiary of the Company’s holding company on December 30, 2019).

After that, the Company completed the procedure for inclusion of (formerly known as) Aju Capital (renamed as Woori Financial Capital Co., Ltd.) as the subsidiary of the Company on December 10, 2020 by exercising the preferential right to purchase held by Woori Bank Co., Ltd., a subsidiary of the Company (ownership 74%, acquisition amount: approximately KRW 572.4 billion). (See the disclosure on the inclusion as the subsidiary of the Company’s holding company on December 10, 2020).

With that, (formerly known as) Aju Savings Bank (renamed as Woori Savings Bank Co., Ltd.), a wholly owned subsidiary of Aju Capital, became a sub-subsidiary of the Company. The process was completed on March 12, 2021. (See the disclosure on the inclusion as the subsidiary of the Company’s holding company on March 12, 2021).

In addition, the Company additionally acquired 13.3% of ownership of Woori Financial Capital Co., Ltd. (excluding treasury shares, 12.9% of ownership including treasury shares) on April 15, 2021, additionally acquired treasury shares of Woori Financial Capital Co., Ltd. (3.6% of ownership) on May 24, 2021, issued 5,792,866 new shares of the controlling company to the shareholders of Woori Financial Capital Co., Ltd. excluding the controlling company through comprehensive share exchange, acquired the remaining shares (9.5%) of Woori Financial Capital and Woori Financial Capital became a fully owned subsidiary of the Company.

On January 7, 2022, the Company established Woori Financial F&I which is an investment company for bad debt and restructuring companies (ownership: 100%, share subscription amount: KRW 200 billion) and Woori Financial F&I became a subsidiary of the Company.

The Company will continue to diversify its business structure by acquiring small-sized businesses including VC in the short-term and securities companies and insurance companies in the medium-and long-term. Accordingly, Woori Financial Group executed an SPA with DAOL Investment & Securities Co., Ltd. in order to take over 52% of the controlling shares of DAOL Investment Co., Ltd. last February, completed the transaction on March 23, and it became the 15^th subsidiary. Upon the inclusion as a subsidiary, the name of the company was changed to Woori Venture Partners, and Woori Venture Partners is a No. 5 venture capital company operating a fund with a scale of approximately KRW 1.4 trillion as of the end of last year. As such, investors should note that the difference in such fields as management, business areas and business cultures arising from the Company’s pursuit of new businesses and the strategy of strengthening non-banking sector may affect the Company’s business.

L. Reputation risks due to fund sales by the bank subsidiary

Financial markets both at home and abroad are faced with increasing volatility caused by the possibility of global economic downturn, U.S.-China trade dispute, COVID-19 and so on. For these reasons, interest rates have increasingly been volatile and increasing interest rate volatility has posed the possibility of losses on the part of investors as the derivative products linked to overseas interest rates have fallen below the barrier price. As such, the FSS conducted a joint inspection on financial institutions including Woori Bank Co., Ltd. on August 23, 2019, followed by another inspection later.

In that regard, the FSC convened the fourth regular meeting on March 4, 2020 and passed a resolution to enforce the measures the FSS had suggested after conducting an inspection on KEB Hana Bank Co., Ltd. and Woori Bank Co., Ltd. in connection with the derivative-linked financial products (DLF). Woori Bank Co., Ltd. was ordered (i) partial suspension on its business (i.e., no new sales of PEFs) for six months along with administrative fines and sanctions for violating the obligation of delivering investment prospectus and the regulations on advertisement of PEFs.

Meanwhile, the Lime Asset Management announced on October 8, 2019 that it would suspend redemption for ‘Pluto FI D-1’ and ‘Tethys 2’ due to difficulties in securing liquidity. ø Please refer to the regular briefing of the FSS (July 1, 2020) Results of the Financial Dispute Settlement Committee related to the Lime Trade Finance Fund .

As for the estimates for the down-payment to be returned and indemnification for loss that Woori Bank Co., Ltd. may have to pay as a result of dispute settlement by FSS regarding the losses on the part of the customers due to delayed fund redemption by Lime Asset Management, Woori Bank Co., Ltd. determined to deem the best estimates for the disbursement as provisions required to perform its obligation. As of the first quarter of 2023, Woori Bank recognized KRW 121.6 billion as estimated liabilities for the Lime Asset Management case.

At the 20th FSC regular meeting in November 2022, the FSC passed a resolution to enforce the measures to suspend business of selling PEFs for three months related to Woori Bank’s mis-selling of Lime Fund (administrative fines imposed in advance).

Investors should note that it is currently difficult to determine the scale of losses from the fund as the redemption of the fund was delayed, which may adversely affect the Company’s reputation in relation to its retail finance services provided to individual customers.

M. Risk of potential debt reclassification by the International Accounting Standards Board (IASB) for amortization-type contingency capital securities (hybrid capital securities)

The International Accounting Standards Board (IASB) presently seeks to amend the IAS32 Financial Instruments. Under the plan, amortization-type contingent capital securities (hybrid capital securities) are likely to be reclassified into liabilities.

If the value of the contingent capital securities (hybrid capital securities) of Woori Bank and those issued by the Company, each worth around KRW 2,344.8 billion and KRW 2,893 billion respectively as of the end of March 2023 (consolidated), are reclassified into liabilities in the future, the total amount of consolidated debt of the Company will increase to KRW 451,232.1 billion from KRW 445,475.6 billion as of the end of March 2023, an increase of 1.0%. The debt ratio on a consolidation basis may increase by 314.4 percentage points to 1,680.7% from 1,366.3% as of the end of March 2023. In addition, the amount of consolidated debt of Woori Bank will increase by 1.0% to KRW 417,852.5 billion from KRW 415,507.7 billion as of the end of March 2023. The debt ratio on a consolidation basis may increase by 173.7 percentage points to 1,796.4% from 1,622.7% as of the end of March 2023 (any effects from exchange rate fluctuation are not reflected in reclassifying debts). Investors should be aware of such aspects.

N. Changes in the largest shareholder in accordance with the Korea Deposit Insurance Corporation’s sale of the Company’s remaining shares

The Public Fund Oversight Committee (the “Committee”) deliberated and passed a resolution selling the remaining shares of Woori Financial Group in the second half of 2021 at the 190^th meeting on August 23, 2021, and notified the sale of the remaining shares of Woori Financial Group on September 9, 2021. Shares subject to sale were 10% at the most, the Submission of LOI was completed on October 8, 2021, the successful bidders were selected on November 22, 2021 and the sales procedure was completed on December 9, 2021. Investors should note that the largest shareholder of the Company has changed from the Korea Deposit Insurance Corporation to employee stock ownership association due to the result of the above sale.

O. Risks related to the occurrence of financial accidents

In April 2022, the Company recognized the occurrence of an embezzlement of an internal employee of Woori Bank which is an entity controlled by the Company. The factual grounds of this case are being inspected by related institutions. The Company perceived this case to have occurred after the reporting period requiring amendment, and has been reflecting the related amount on the financial statement since the end of 1Q in 2022.

Investors should note that Woori Bank has taken measures such as the accusation of the embezzler and provisional attachment of the discovered properties, and the amount of loss may change according to the results of the inspection.

On September 22, 2022, the FSS stated in its press release titled “Progress in Additional Investigation on Abnormal Foreign Currency Remittance of Banks (Provisional)” that it found circumstantial evidence of a total of 12 commercial banks including Woori Bank and Shinhan Bank of their abnormal foreign currency remittance, and undertook the inspection all at once. According to the press release, there are 82 companies suspected of abnormal foreign currency remittance confirmed from the 12 commercial banks with the amount of remittance around USD 7.22 billion and the confirmed details shall be shared among the related institutions (the Prosecution and the Korea Customs Service). Investors should note that the FSS is continuously monitoring the financial institutions that are suspected of abnormal foreign currency transactions, and there may be sanctions by the authorities in the future.

[Company Risks of Woori Venture Partners, Wholly-Owned Subsidiary]

A. Risks related to fluctuations in operating revenues

Woori Venture Partners recognizes the following sources as a primary stream for operating revenues: (i) management fees paid by investment partnerships under management; (ii) performance fees paid based on the management performance of these partnerships; and (iii) profits from the equity method on shares contributed by general partners. With a stable revenue stream of management fees coupled with the generation of high management returns from liquidated funds, the operating income and net income of the first quarter of 2023 reached approximately KRW 4.6 billion and KRW 3.7 billion respectively which is a 10,583.3% and 709.5% increase year on year from 2022. Considering the status of the partnerships currently under management and other relevant factors, the operating revenue of Woori Venture Partners is expected to grow continuously with the management fees, performance fees and profits from the equity method offsetting each other’s volatility going forward.

However, if Woori Venture Partners (i) faces challenges in establishing new investment partnerships, (ii) experiences a decrease in its management fees due to a reduction in the size of investment partnerships under management, or (iii) encounters a drop in performance fees and profits from the equity method caused by weaker investment execution and recovery performance, the operating revenues may shrink while its financial conditions and business performance may be adversely affected.

B. Risks related to preferential loss allocation

Woori Venture Partners, as a GP of investment partnership, is responsible for distributing profits generated from investments using the partnership’s property based on the management performance thereof as well as the principal amount of capital contributed in accordance with resolutions at the general meeting of partners (or members). The property distributed to partners (or members) originates from a partnership’s property, after deducting management fees and compensation for GPs. Such remaining property is distributed to partners (or members) in proportion to their contribution ratios. In the opposite case as well, i.e., if the partnership incurs a loss, the loss is first deducted against any amount payable to the GP and if such amount does not exceed the total contribution amount, the loss is then allocated to the partners (or members) according to their respective contribution ratios.

The obligation of “preferential loss allocation” is specified in the articles of partnership because it is not required by specific laws or enforcement decrees, but based on the agreement between GPs and investors. This obligation is designed to enhance the accountability of GPs in managing venture capital and PEFs and to provide protection for the investors. This applies not only to Woori Venture Partners but other venture capital and competitors engaged in the private investment business. Furthermore, as compensation for losses in venture investment partnerships has been prohibited by recent amendments, partnerships which have been recently formed are not subject to the obligation of preferential loss allocation. Nonetheless, there remains a risk of contingent liabilities, which could contribute to additional losses in previously formed funds due to economic fluctuations, changes in government policies and intensifying competition. Such risk may pose an adverse impact on the financial conditions and business performance of Woori Venture Partners.

C. Risk related to financial stability

Due to industry nature of high percentage of long-term investments, Woori Venture Partners usually utilizes its own capital for investing rather than through borrowing. The debt to equity ratio (D/E ratio) of Woori Venture Partners had increased to 24.20% and 22.22% in 2019 and 2020 due to short-term borrowings for securing necessary working capital in 2019 and the increase in other financial liabilities in 2020. However, Woori Venture Partners repaid its loans during the third quarter of 2022 using its performance fee, thereby slightly decreasing its D/E ratio to 12.91% in 2021, 9.84% in 2022, and 10.03% in the first quarter of 2023 and has been maintaining a stable D/E ratio. Nevertheless, Woori Venture Partners’ financial stability may be adversely affected if it experiences a net decrease in the future operating cash flow.

D. Risk of changes in the structure of operating revenue

Even though Woori Venture Partners secures management fees as a stable source of revenue from the investment partnerships it operates, the structure of the operating revenue may vary greatly depending on the timing of the investment partnerships’ liquidation and operational performance. Therefore, the structure of the operating revenue is subject to significant changes depending on the future changes in the stock market and the investment asset management capability of Woori Venture Partners. If the operating performance turns out to be unsatisfying, Woori Venture Partners may become more reliant on the management fees.

E. Risks related to securing key investment/management personnel

The venture capital business conducted by Woori Venture Partners typically relies on a small number of specialized professionals to secure investment resources, identify investment targets, and execute investments. In order to successfully navigate the investment and exit stages in high-growth sectors and regions, expertise and knowledge specific to those sectors and regions are essential. Ensuring a workforce with expertise in their respective fields is crucial and securing specialized professionals in each field (region) directly translates into the competitiveness of a venture capital company. Currently out of the company’s total staff of 40, including the representative director, 26 are responsible for investment and management tasks. Due to the steady increase in the establishment of new funds and the size of the funds managed, there is a growing demand for investment analysts who have a high understanding of investment target sectors and regions, and possess rich experience.

However, there is a shortage of personnel with deep understanding of promising investment sectors and diverse investment experience compared to the demand. This situation poses a challenge not only for the company, but also for the industry as whole in terms of recruiting and replenishing talent. Furthermore, as competition intensifies for talent acquisition, and if key personnel who are essential to the company’s business operations are attracted to external opportunities, it can have a negative impact on stable revenue generation.

To address these challenges and ensure the acquisition and replenishment of investment/management personnel, Woori Venture Partners has established and implemented a reasonable compensation structure based on individual capabilities. This includes a salary system tied to performance, such as fund operation results. Woori Venture Partners also has a fair evaluation system in place and invest significantly in developing the areas where individuals may lack in skill.

F. The risks associated with subsidiary

Woori Venture Partners currently has one consolidated subsidiary as of the filing date of this SRS, and the subsidiary is conducting financial business for expansion of companies invested by Woori Venture Partners and for realization of operating revenues of Woori Venture Partners. Fluctuations in the financial condition and operational performance of subsidiary subject to consolidation directly impact Woori Venture Partners’ consolidated financial statements. Therefore, if the operational performance of the consolidated subsidiary deteriorates in the future, it may have a negative impact on Woori Venture Partners’ consolidated financial performance.

G. Risks related to overseas investment

Woori Venture Partners specializes in investments in SMEs in countries such as the United States, China, and India, and possesses strengths in funds aimed at overseas expansion. Further, Woori Venture Partners maintains various strategies to recover its investments using domestic stock markets as well as foreign stock markets such as those of the United States and Hong Kong. Although the proportion of overseas investments decreased from 35.9% in 2018 to 28.0% in 2020 due to the impact of the COVID-19 pandemic, Woori Venture Partners plans to maintain the proportion of overseas investments at around 40% in the future.

Despite the diverse successful experiences and investment strategies of Woori Venture Partners in overseas investments, there are risks associated with the investee companies being exposed to local laws, policies, and business cycle in specific countries. If these risks are exacerbated, there is a possibility that Woori Venture Partners’ profitability may deteriorate due to the challenges in fund recovery and investment failures.

A. Risks from share price volatility of Woori Financial Group

The share price volatility of Woori Financial Group may increase due to various reasons. Investors should note that the share price of Woori Financial Group may change as a result of issuing new shares for the Share Exchange. Once the Share Exchange is completed, a registered common share of Woori Venture Partners is converted to 0.2234440 registered common share of Woori Financial Group. As the share exchange ratio is fixed without any additional modification to reflect price changes of the shares of Woori Financial Group and Woori Venture Partners, there are risks of share price volatility in connection with the shares of Woori Financial Group which the shareholders of Woori Venture Partners receive as a result of share exchange. Furthermore, as the new shares allocated to the treasury shares acquired as a result of exercising appraisal right must be disposed of later to comply with the obligation of the disposal thereof, investors should note that it would also contribute to the share price volatility.

B. Risks related to suspension of old share certificates of Woori Venture Partners

The deadline for submitting old share certificates for the common shares of Woori Venture Partners, which will be a wholly owned subsidiary, is scheduled to be August 7, 2023. Investors of Woori Venture Partners should note that transaction of the common shares of Woori Venture Partners will be suspended from August 4 to August 25, 2023 which is one business day prior to the date on which transactions of the certificates of exchanged shares (common shares of Woori Financial Group) become possible.

C. Possibility of changes in legal and regulatory environment

Woori Financial Group and its subsidiaries conduct businesses in a legal and regulatory environment that is subject to change. They are also subject to penalties and other regulatory dispositions for any violation of applicable regulations.

D. Standards for Management & Supervision at KRX being tightened

The standards for management and supervision applicable to Woori Financial Group and other similar listed corporation have been tightened recently. If Woori Financial Group violates the listing regulation or any other applicable regulations, it may be subject to sanctions including suspension of trading, designation as administrative issue, listing maintenance review and delisting by KRX.

E. Possibility of correction during the review of disclosure

This SRS, (preliminary) Offering Circular and other accompanying documents are subject to partial change in the course of reviewing the relevant disclosure. If such changes are about the main points closely related to investment decision, they may cause some setbacks in the schedule. The schedule may also be changed in the course of business with related authorities. Accordingly, Investors should constantly check the progress.

F. Investment decisions and results are attributed to investors

Investors should not solely rely on the information specified in this SRS, including the details on the risk factors above, but use their own independent judgment in making investments. In addition, the fact that the SRS becomes effective does not necessarily acknowledge that the descriptions therein are true or correct nor guarantee or authorize the value of this securities.

G. Regarding taxation on share exchange

Investors should note that the Share Exchange is an over-the counter transaction (including for shareholders exercising appraisal rights), and is thus subject to payments of corporate tax or income tax on the capital gains and securities transaction tax (0.35%).

The Share Exchange does not constitute a qualified comprehensive exchange as it does not satisfy the requirement for continuity of shares under Article 38 of the Restriction of Special Taxation Act. Therefore, Article 38 of the Restriction of Special Taxation Act does not apply to the Share Exchange.

H. Risks involved in shares with mutual ownership without voting rights and fluctuations in the share price of Woori Financial Group caused by disposal of such shares

It should be noted that the shares which Woori Venture Partners, a subsidiary, receives in connection with the treasury shares acquired as a result of exercising appraisal rights by the shareholders dissenting from the Share Exchange are the shares in mutual ownership prescribed in Article 369(3) of the Commercial Act and thus do not have voting rights.

Woori Venture Partners is required to dispose of the shares of Woori Financial Group allotted for the treasury shares to be acquired as a result of exercising appraisal right of Woori Venture Partners’ shareholders dissenting from the Share Exchange within 3 years from the date of acquisition (August 8, 2023, which is the share exchange date) under Article 62-2(1) of the FHCA. If appraisal rights are unexpectedly exercised in a large scale, Woori Venture Partners may sell a significant number of the shares of Woori Financial Group to fulfill the share disposal obligation under the FHCA. Investors should be noted that this may affect the price of the shares of Woori Financial Group adversely.

I. Risks related to Small-Scale Share Exchange

The shares newly issued to Woori Venture Partners by Woori Financial Group for the share exchange represent 1.36% of the total issued shares of Woori Financial Group, and Woori Financial Group meets the requirements for small-scale share exchange prescribed under Article 360-10 of the Commercial Act. The exception for small-scale share exchange allows the approval of the board resolution to substitute for approval at the general meeting of shareholder for the purpose of approval of share exchange, and the shareholders of Woori Financial Group are not granted appraisal rights.

J. Risks related to de-listing of Woori Venture Partners

Woori Financial Group is a KOSPI listed corporation in the securities market as of the filing date of this SRS and will continue to maintain the status after the comprehensive share exchange. Woori Venture Partners, which becomes a wholly owned subsidiary after the comprehensive share exchange, will be delisted on August 28, 2023 pursuant to the KOSDAQ Market Listing Regulation. The scheduled date for delisting, however, is currently the expected date as of disclosure and may be changed by consultation with relevant authorities. Investors who receive common shares of Woori Financial Group through a comprehensive share exchange before delisting of Woori Venture Partners or dissent from the comprehensive share exchange will receive cash (share purchase price as a result of exercising appraisal rights) by exercising appraisal rights. Please note that investors will have an opportunity to recover their investments before the date of delisting.

K. Risks related to disposal of fractional shares

The shares of Woori Venture Partners held by the shareholders listed on the register of shareholders of Woori Venture Partners, which will become a wholly owned subsidiary, as of the Share Exchange Date (expected to be on August 8, 2023) excluding Woori Financial Group (but including Woori Venture Partners itself for the treasury shares that Woori Venture Partners acquired due to the exercise of the appraisal rights of its shareholders opposing to the Share Exchange, hereinafter the “shareholders subject to share exchange”) shall be transferred to Woori Financial Group on the Share Exchange Date. In return for this exchange, Woori Financial Group shall allot a total of 9,933,246 newly issued common shares to the shareholders subject to share exchange at the exchange ratio of one common share of Woori Venture Partners to 0.2234440 common shares of Woori Financial Group.

If a fractional share, which is less than one whole share, arises as Woori Financial Group allots its shares to the shareholders subject to share exchange according to the above exchange ratio, the shareholders subject to share exchange to whom such fractional share belongs shall be paid in cash the amount calculated based on the closing price of the listing day of the new shares issued as a result of the Share Exchange (i.e., the closing price of the shares traded on the KRX KOSPI Market) within one month from the Share Exchange Date. As such, investors should note that the amount paid to them in lieu of fractional shares in the transaction concerned may be affected by the closing price on the listing date of new shares.

1. Risk Factors related to the Conditions for the Successful Share Exchange

A. Risks concerning approval at the board of directors in lieu of a general meeting of shareholders and extraordinary general meeting of shareholders

Woori Financial Group, which becomes the wholly owning parent company, meets the requirements for small-scale share exchange under Article 360-10 of the Commercial Act; hence, Woori Financial Group intends to carry out the Share Exchange in accordance with the procedures of the small-scale share exchange thereunder. Meanwhile, Woori Venture Partners, which becomes a wholly owned subsidiary, does not satisfy the requirements for simplified share exchange under Article 360-9 of the Commercial Act. Accordingly, Woori Venture Partners shall obtain approval for the Share Exchange at an extraordinary general meeting of shareholders. With regard to the Share Exchange, the approval of the board of directors of Woori Financial Group and the approval of the extraordinary general meeting of shareholders of Woori Venture Partners shall be obtained.

However, in cases where a holder of shares equivalent to at least 20 percent of the total number of issued and outstanding shares of Woori Financial Group notifies his/her intent to oppose to the small-scale share exchange, the approval of its board of directors can no longer replace the approval of its general meeting of shareholders, which may constitute a reason for the contract cancellation or amendment under the Share Exchange Agreement. Moreover, if a party wishes to follow the procedures for common share exchange and get the approval of a general meeting of shareholders for the Share Exchange, but if the item on the approval of the Share Exchange is rejected at the said meeting, the entire Share Exchange may founder. Investors should be aware of this risk.

As of the filing date of this amended SRS (June 16, 2023), the period of receiving any notice of dissent to a small-scale share exchange (June 7, 2023 ~ June 14, 2023) has expired. Since the number of shares held by the shareholders, who have given such dissenting notice, is less than 20/100 of the total number of issued and outstanding shares, the Share Exchange will proceed according to the procedure of small-scale share exchange as proposed.

In addition, if the item on the approval of the Share Exchange is rejected at the extraordinary general meeting of shareholders of Woori Venture Partners, the entire Share Exchange may founder. Investors should be aware of this risk.

B. Risk concerning the amendment, cancellation, and invalidation of the Share Exchange Agreement

According to the Share Exchange Agreement between Woori Financial Group and Woori Venture Partners, if any of the following occurs, the Agreement may lose effect retrospectively, or may be changed or cancelled by written agreement of the parties.

Pursuant to the Share Exchange Agreement, if the item on the approval of the Agreement is rejected at the board of directors meeting of Woori Financial Group or at the general meeting of shareholders of Woori Venture Partners, the Agreement may lose effect retrospectively without any action of the Parties. Also, the Parties may amend or cancel the Agreement.

It seems that the practical possibility that the Agreement would be cancelled due to the item on the approval of the Share Exchange being rejected at the board of directors meeting of Woori Financial Group or at the general meeting of shareholders of Woori Venture Partners is not high; however, please note that it is difficult to completely rule out the possibility of cancellation due to a variety of reasons, including but not limited to a natural disaster, and other significant changes in the property and business of the Parties.

C. Risk concerning the purchase price for dissenting shareholders being lower than the trading price

The purchase price for dissenting shareholders of Woori Venture Partners in relation to the Share Exchange is KRW 2,686. Also, the closing price of the common shares of Woori Venture Partners on the stock exchanges on June 5, 2023, which is the business day prior to the filing of the SRS, was KRW 2,665. Please be advised that the shareholders who exercise their appraisal rights may sustain financial disadvantages if the purchase price for dissenting shareholders is lower than the actual trading price of the shares of Woori Venture Partners.

D. Risk concerning the worse financial standing due to excessive appraisal rights

The shareholders of Woori Financial Group are not granted the appraisal rights because the Share Exchange constitutes a small-scale share exchange while the dissenting shareholders of Woori Venture Partners are granted the appraisal rights. Please note that if the number of shares subject to the appraisal rights reaches a level that may incur financial burden on Woori Venture Partners, the share exchange cost recognition and capital reduction as a result thereof may have a negative impact on the financial standing of Woori Venture Partners.

E. Risk concerning suits filed by minority shareholders

It is possible that some minority shareholders of the companies that will go through the Share Exchange will file a lawsuit seeking nullification of the Share Exchange on the basis of any procedural fault or unfair exchange ratio. Since the ratio of the Share Exchange was calculated in due compliance with the relevant statutes, and the procedure for the Share Exchange complies with the provisions stipulated in the relevant statutes, such as the Commercial Act, the possibility for the court to nullify the Share Exchange is deemed low. However, please be advised that it is difficult to completely rule out the possibility of a lawsuit being filed in relation to the Share Exchange.

F. Possibility of a separate agreement for the Share Exchange

Woori Financial Group and Woori Venture Partners may enter into a separate agreement on the matters that require further agreement for the Share Exchange, and such separate agreement shall be considered as part of the Agreement.

G. Application of special provisions for share exchanges

The special provisions under Article 62-2 the FHCA may apply to the Share Exchange to shorten the duration of certain procedures under the Commercial Act.

As Woori Financial Group is listed on NYSE and should give a public notice ten days prior to the record date in accordance with NYSE listing regulation, it has set the record date as June 7, 2023, which is more than ten days after May 26, 2023, the date of resolution of its board of directors, as the record date to determine the shareholders who can express their intent to oppose to the small-scale share exchange. In order to enhance stability of the procedure for the Share Exchange, the record date for determining the shareholders of Woori Venture Partners that are entitled to approve or disapprove the Share Exchange at its general meeting of shareholders was also set at June 7, 2023. For other procedures, the special provisions under the FHCA shall apply.

Major events for Woori Financial Group

Resolution of the board of directors approving the share exchange agreement

Date of share exchange agreement

May 26, 2023

June 1, 2023

Record Date

Public notice of small-scale share exchange

Period to receive shareholders’ dissenting opinions to the small-scale share exchange

June 7, 2023

June 7, 2023

June 7, 2023 ~

June 14, 2023

Date of the share exchange

Expected date to deliver the new shares

Expected date to list the new shares

August 8, 2023

August 28, 2023

August 28, 2023

Resolution of the board of directors approving the share exchange agreement

Date of share exchange agreement

Record Date

Period to receive shareholders’ dissenting opinions

May 26, 2023

June 1, 2023

June 7, 2023

May 26, 2023 ~

July 20, 2023

General meeting of shareholders on the approval of the share exchange

Appraisal right exercise period

July 21, 2023

July 21, 2023 ~

July 31, 2023

Period of trading suspension of Woori Venture Partners

August 4, 2023 ~

August 25, 2023

Expected date of share purchase payment upon exercise of the appraisal rights

Expected end date of period of submitting old share certificates

Date of the share exchange

Expected date to delist the shares

August 4, 2023

August 7, 2023

August 8, 2023

August 28, 2023

Offering(issue)

price per share

Total

Offering(issue)

amount

No cash will be paid by Woori Financial Group

other than payment to fractional shares arising from the share exchange

Common

shares

Preferred

shares

Representative
Director
(Management
general
affairs)

- B.A. in Economics, Yonsei University (Feb. 1990)

- M.A. in Economics, Yonsei University (Feb. 1992)

- Vice President of KTB Network (currently Woori Venture Partners) (Jun. 2008 – Feb. 2021)

- Representative Director/President of Woori Venture Partners (Mar. 2021 - Present)

Note 1)

- B.A. in Economics, Korea University (Feb. 1982)

- M.A. in Public Administration, Seoul National University (Feb. 1984)

- M.A. in Economics, Vanderbilt University (May 1995)

- Minister of Economy, Embassy of the Republic of Korea in the United States of America (Apr. 2015 - Apr. 2018)

-Standing Director, International Monetary Fund (May 2018 – Sep. 2018)

- Auditor, Bank of Korea (Sep. 2018 – Sep. 2021)

Note 1)

- B.A. in Economics, Seoul National University (Feb. 2004)

- M.A. in Economics, Yale University (Feb. 2007)

- Ph.D. in Economics, Yale University (May 2011)

- Assistant Professor, Industrial & Systems Engineering Dept. at KAIST (Aug. 2011 – Aug. 2018)

- Research Member, Korea Capital Market Institute (Sep. 2018 – Aug. 2020)

- Assistant Professor, Economics Dept. at Dongguk University

Note 1)

-B.A. in Business Administration, Sogang University (Feb. 1994)

- Senior General Manager, IR Dept. Woori Bank (Nov. 2014 – Nov. 2018)

- Senior General Manager, Future Strategy Dept. Woori Bank (Nov. 2014 – Nov. 2018)

- General Manager, Finance Management Dept. Woori Financial Group (Jan. 2019 – Dec. 2022)

- Head, Finance Management Dept. Woori Financial Group (Dec. 2022 - Present)

Note 1)

-B.A. in International Economics, Seoul National University (Feb. 1992)

- Vice President, Management Support Group of Woori Venture Partners (Jun. 2008 - Present)

Note 1)

-B.A. in Business Administration, National chun-hsing University (TAIPEI) (Feb. 1988)

- Senior Managing Director, Woori Venture Partners Shanghai Office (Jun. 2008 - Present)

-B.A. in History, Yonsei University (Feb. 1995)

- Senior Managing Director, Investment Dept. Woori Venture Partners (Jun. 2008 - Present)

-B.A. in Business Administration, Korea University (Feb. 1995)

-M.B.A. Korea University Graduate School (Feb. 2007)

- Ph.D. in Business Administration, Suwon University Graduate School

- Senior Managing Director, Investment Dept. Woori Venture Partners (Jun. 2011 - Present)

-B.A. in Chemical Engineering, Seoul National University (Feb. 1996)

-M.A. in Chemical Engineering, Seoul National University Graduate School (Feb. 1998)

- Senior Managing Director, Investment Dept. Woori Venture Partners (Jan. 2009 - Present)

-B.A. in Mechanical Design, Sungkyunkwan University (Feb. 1997)

- Managing Director, Investment Dept. Woori Venture Partners (Jun. 2008 - Present)

-B.A.in Social Science, Sogang University (Feb. 1999)

- Managing Director, Investment Dept. Woori Venture Partners (Jun. 2011 - Present)

-B.A.in Economics, Yonsei University (Feb. 1995)

- Woori Venture Partners Singapore branch manager and China Office Head (Jun. 2008 - Present)

- B.A. in Business Administration, Korea University (Feb. 2008)

- Deputy Head, KTB Investment Securities (Currently Daol Investment & Securities) (Aug. 2016 – May 2018)

- Assistant Senior Executive, Business Management Woori Venture Partners

-B.A. in Naval Architecture and Ocean Engineering, Seoul National University (Mar. 2002)

- Assistant Senior Executive, Investment Dept. Woori Venture Partners (Jan. 2009 - Present)

Aprinoia

Therapeutics

Business
Sector

Sex

Average

Length of

Service

(in

Years)

Total

Salary
Paid

Average
Salary

Per
Person

Permanent

Employees

Fixed-Term

Workers

Total  

Total

(Part-time)

Total

(Part-time)

-

-

Total

Assets

I. Current Assets

1. Cash and Cash Equivalents

2. Short-Term Financial Instruments

3. Other Current Assets

II. Non-Current Assets

1. Investment Returns

2. Assets Contracted for Business Management Support

3. Financial Assets Measured at Fair Value through Profit or Loss

4. Investment in Associates

5. Loan Receivables

6. Tangible Assets

7. Intangible Assets

8. Other Non-Current Assets

Total Assets

Liabilities

I. Current Liabilities

1. Short-Term Borrowings

2. Issued Notes

3. Accrued Income Taxes

4. Other Current Liabilities

II. Long-Term Liabilities

1. Deferred Income Tax Liabilities

2. Other Long-Term Liabilities

Total Liabilities

Shareholders’ Equity

I. Share Capital

II. Other Paid-in Capital

III. Capital Adjustments

IV. Retained Earnings

V. Other Capital Components

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

End of 15th FY

(Jan 1, 2022 to
Dec 31, 2022)

End of 14th FY

(Jan 1, 2021 to
Dec 31, 2021)

End of 13th FY

(Jan 1, 2020 to
Dec 31, 2020)

I. Operating Revenue

II. Operating Income (Loss)

III. Income Before Income Tax Expense

IV. Net Income

V. Other Comprehensive Profit or Loss

VI. Current Total Comprehensive Income

VII. Basic and Diluted Earnings per Common Share

Assets

I. Current Assets

1. Cash and Cash Equivalents

2. Short-Term Financial Instruments

3. Other Current Assets

II. Non-Current Assets

1. Investment ReturnsAssociates

2. Assets Contracted for Business Management Support

3. Financial Assets Measured at Face Value through Profit or Loss

4. Investments in Subsidiaries

5. Investments in Associates

6. Loan Receivables

7. Tangible Assets

8. Intangible Assets

9. Other Non-Current Assets

Total Assets

Liabilities

I. Current Liabilities

1. Short-Term Borrowings

2. Issued Notes

3. Accrued Income Taxes

4. Other Current Liabilities

II. Long-Term Liabilities

1. Deferred Income Tax Liabilities

2. Other Long-Term Liabilities

Total Liabilities

Shareholders’ Equity

I. Share Capital

II. Other Paid-in Capital

III. Capital Adjustments

IV. Retained Earnings

V. Other Capital Components

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

End of 15th FY

(Jan 1, 2022 to
Dec 31, 2022)

End of 14th FY

(Jan 1, 2021 to
Dec 31, 2021)

End of 13th FY

(Jan 1, 2020 to
Dec 31, 2020)

I. Operating Revenue

II. Operating Income (Loss)

III. Income Before Income Tax Expense

IV. Net Income

V. Other Comprehensive Profit or Loss

VI. Current Total Comprehensive Income

VII. Basic and Diluted Earnings per Common Share

Business

Term

16^th FY, 1Q

(Current

Quarter)

15^th FY

(Current

Period)

Evaluation of fair value of financial instruments

classified as Level 3

14th FY

(Previous

Period)

ø Article 360-10 of the Commercial Act (Small-Scale Share Exchange)

① In cases where the total number of new shares issued and treasury shares transferred for a share exchange by a company becoming a wholly owning parent company does not exceed 10% of the total number of issued and outstanding shares of the relevant company, the approval of a general meeting of shareholders under the provision of Article 360-3(1) of the relevant company may be substituted by the approval of the board of directors; provided, that the foregoing shall not apply where the money or other assets to be provided to the shareholders of the company becoming a wholly owned subsidiary has been determined and the value thereof exceeds 5% of the value of the current net assets of the company becoming a wholly owning parent company on its final balance sheet provided for in Article 360-4(1)3.

ø Article 360-9 of the Commercial Act (Simplified Share Exchange)

① In cases where all the shareholders of a company becoming a wholly owned subsidiary give their consent or where a company becoming a wholly owning parent company owns at least 90% of the total number of issued and outstanding shares of the company becoming the wholly owned subsidiary, the approval of a general meeting of shareholders of the company becoming the wholly owned subsidiary may substitute for the approval of the board of directors.

Notification of the closure of register of shareholders and record date

Two weeks prior to such closure period or record date

Notification of small-scale or simplified share exchange of the company becoming a wholly owning parent company or a wholly owned subsidiary

Within two weeks from the date of the preparation of a share exchange agreement

Notification of shareholders’ intents to oppose to the small-scale or simplified share exchange by the shareholders of the company becoming a wholly owning parent company or a wholly owned subsidiary

Within two weeks from the date of public notice of the small-scale or simplified share exchange

Public notice of the procedures for invalidation of share certificates

One month prior to the share exchange date

Purchase of the shares subject to the appraisal rights of dissenting shareholders

Within two months from the expiration of a period during which a request for purchase can be made

Business name

Address of the head office

Current subsidiaries

Woori Bank (shareholding ratio: 100%)

Woori Card Co., Ltd. (shareholding ratio: 100%)

Woori Financial Capital Co., Ltd. (shareholding ratio: 100%)

Woori Investment Bank Co., Ltd. (shareholding ratio: 58.7%)

Woori Asset Trust, Ltd. (shareholding ratio: 51.0%)

Woori Asset Management Corp. (shareholding ratio: 73%)

Woori Savings Bank Co., Ltd. (shareholding ratio: 100%)

Woori Credit Information Co., Ltd. (shareholding ratio: 100%)

Woori Fund Services Co., Ltd. (shareholding ratio: 100%)

Woori Private Equity Asset Management Co., Ltd. (shareholding ratio: 100%)

Woori Global Asset Management Co., Ltd. (shareholding ratio: 100%)

Woori FIS Co., Ltd. (shareholding ratio: 100%)

Woori Financial Research Institute Co., Ltd. (shareholding ratio: 100%)

Woori Financial F&I (shareholding ratio: 100%)

Woori Venture Partners Co., Ltd. (shareholding ratio: 55.5%)

May 26, 2023: The resolution of the board of directors approving the execution of the share exchange agreement for the comprehensive share exchange

June 1, 2023: The execution of the share exchange agreement for the comprehensive share exchange

June 7, 2023: The record date to determine shareholders eligible to submit their intent to oppose to the share exchange

June 7, 2023: The filing date of SRS

Board meeting to approve the execution of the share exchange agreement

Public notice of the record date to determine the shareholders

Execution of the share exchange agreement

Record date to determine the shareholders

Public notice of small-scale share exchanges

Period to receive shareholders’ dissenting opinions to the small-scale/comprehensive share exchange

Board meeting substituting a general meeting of shareholders on the approval of the share exchange/general meeting of shareholders

Period to exercise the appraisal rights

Public notice and notification of invalidation of share certificates and submission of old share certificates

Period of submitting old share certificates

Period of trading suspension of Woori Venture Partners

Expected date of share purchase payment

(Expected) date to carry out the share exchange

Expected listing date of new shares

Expected delisting date

Woori Financial Group

Woori Venture Partners

    Wholly owning parent company    

(Woori Financial Group)

Wholly owned subsidiary

(Woori Venture Partners)

Base share price

- Discount or premium rate

Average of asset and earnings values

- Asset value

- Earnings value

Exchange value (per share)

Exchange ratio

Relative value

Weighted average of the closing prices for the most recent one month (A)

Weighted average of the closing prices for the most recent one week (B)

The most recent closing price (C)

Share exchange value {D=(A+B+C)/3}

Closing Price

(in KRW)

Trading Volume

(No. of shares)

2023-04-26

2023-04-27

2023-04-28

2023-05-02

2023-05-03

2023-05-04

2023-05-08

2023-05-09

2023-05-10

2023-05-11

2023-05-12

2023-05-15

2023-05-16

2023-05-17

2023-05-18

2023-05-19

2023-05-22

2023-05-23

2023-05-24

2023-05-25

A. Weighted arithmetic average of the closing prices for the most recent one month

B. Weighted arithmetic average of the closing prices for the most recent one week

Weighted average of the closing prices for the most recent one month (A)

Weighted average of the closing prices for the most recent one week (B)

The most recent closing price (C)

Share exchange value {D=(A+B+C)/3}

Closing Price

(in KRW)

Trading Volume

(No. of shares)

2023-04-26

2023-04-27

2023-04-28

2023-05-02

2023-05-03

2023-05-04

2023-05-08

2023-05-09

2023-05-10

2023-05-11

2023-05-12

2023-05-15

2023-05-16

2023-05-17

2023-05-18

2023-05-19

2023-05-22

2023-05-23

2023-05-24

2023-05-25

A. Weighted arithmetic average of the closing prices for the most recent one month

B. Weighted arithmetic average of the closing prices for the most recent one week

C. The most recent closing price

D. Weighted average of the closing prices ([A+B+C]÷3)

Amount        

(in million KRW)        

Shareholding of Treasury Shares and Handling Policy

The registered common shares of Woori Financial Group will be given or cash (for any fractional share) will be paid according to the exchange ratio.

Note 1), Note 2)

No. of issued shares

No. of outstanding shares

Purchase price for dissenting shareholders

Closing price on June 5, 2023

Under Article 62-2(4) of the FHCA, if the company that will carry out a share exchange or a shareholder holding at least 30 percent of the number of the shares subject to the appraisal opposes to the above purchase price, the said company or the shareholder may file an application for the adjustment of the purchase price with the FSC until ten days prior to the due date of the purchase payment.

Also, under Articles 360-5(3), 374-2(4), and 374-2(5) of the Commercial Act, the said company or shareholder opposing to the above purchase price may request the court to determine the purchase price.

However, please note that there is a possibility that the court may give a different interpretation of Article 62-2(3) of the FHCA with regard to whether the company or shareholder is eligible to make such request the court to determine the purchase price.

Furthermore, even if the shareholders against the above purchase price request the FSC for adjustment or the court for determination, such request shall not have any effect on the process of the Share Exchange itself. The amount adjusted or determined from such request shall be valid only for the shareholders who made such request for adjustment or determination.

Listing of New Shares of the Wholly Owning Parent Company to Be Issued as a Result of the Share Exchange & Delisting of the Wholly Owned Subsidiary

Share Exchange Date: August 8, 2023

Expected listing date: August 28, 2023

(16) Bail-in: It requires shareholders and creditors to first bear the costs in their order of bearing loss to absorb losses and re-expand capital needed to normalize business and maintain core functions in the process of recovering and liquidating an insolvent financial company prior to a bail-out by the government using taxpayers’ money for funding.

(17) Total loan exposure: It refers to all assets that have credit exposure among the total loans (i.e., assets subject to the asset soundness classifications within the scope of credit facilities under the Attached Tables 2 & 3 of the Supervisory Regulations on Banking Business, which is the sum of the loans subject to the calculation of non-performing loans in accordance with the Report on the Classification of Loan Soundness (B2401) submitted to the FSS).

(18) Double leverage ratio: It indicates the stability of financial structure of a financial holding company. [Total capital contribution in a subsidiary based on the non-consolidated financial statements / total capital x100]

(19) Bail-out: It is when external parties provide large-scale public funds and normalize a bank that is about to go bankrupt. A typical example is the bail-out from the International Monetary Fund (IMF), which offered a bail-out to insolvent Korean banks in 1998 under harsh conditions.

(20) Administrative dispute: In broad terms, it includes both administrative trials before the administrative agencies and administrative litigations before the courts, but in the narrow sense, it only refers to the former. Administrative trials mean any administrative disputes in relation to an objection, request for appeal, request for re-resolution, and request for trial are judged by the administrative agencies (disposition agencies or higher authorities) or judgment agencies established within the administration. On the other hand, the administrative litigations mean the trials by the judiciary.

Chapter IV. Business Affairs of Financial Holding Companies and Inclusion of Companies as Subsidiaries Thereof

Article 15 (Business Affairs)

No financial holding company shall engage in other profit-making business affairs except for business affairs prescribed by Presidential Decree as incidental to managing its subsidiaries.

Article 11 (Business Affairs of Financial Holding Companies)

① “Business affairs prescribed by Presidential Decree” in Article 15 of the Act means the following business affairs: <Amended on January 18, 2010 and December 30, 2015>

1. Affairs concerning business administration:

(a) Setting business goals and approving business plans with respect to subsidiaries, etc.;

(b) Evaluation of business performance of subsidiaries, etc. and determination of remuneration;

(c) Determination of management governance structure with respect to subsidiaries, etc.;

(d) Inspection of business affairs and status of property of subsidiaries, etc.;

(e) Internal control and risk management of subsidiaries, etc.;

(f) Affairs incidental to items (a) through (e);

2. Affairs incidental to business administration:

(a) Financial support to subsidiaries, etc. (including loans of money, securities, and other properties having economic value, guarantee of an obligation, and other direct and indirect transactions involving transactional credit risks; hereafter the same shall apply in this Article);

(b) Procurement of funds for investment in subsidiaries, etc. or providing financial support to subsidiaries, etc.;

(c) Provision of resources necessary for the business of subsidiaries, etc., including support for the development and sale of financial products of subsidiaries, etc.;

(d) Business entrusted by subsidiaries, etc. to support the business of the subsidiaries, etc., including computer, legal affairs, accounting, etc.;

(e) Other business affairs which do not require authorization, license or approval, etc. under statutes and regulations.

② Detailed matters concerning paragraph (1)2(c) and (1)2(d) are as prescribed in attached Table 3. <Newly Inserted on January 18, 2010>

I. Operating Income

1. Net Interest Income

2. Net Fee and Commission Income

3. Dividend Income

4. Profit/Loss – Gain/Loss on FVOCI Financial Products