UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2025

Commission File Number: 001-31811

 

 

Woori Financial Group Inc.

(Translation of registrant’s name into English)

 

 

51, Sogong-ro, Jung-gu, Seoul, 04632, Korea

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

 

 

 


LOGO

51, Sogong-ro,

Jung-gu, Seoul, 04632 Korea

March 5, 2025

Dear Valued Shareholders,

I would like to express my sincere gratitude to you, our shareholders, for your continued interest and unwavering support for Woori Financial Group (“WFG” or the “Group”).

Despite heightened uncertainties and increased financial market volatility in 2024, WFG achieved a net income of KRW 3.086 trillion (attributable to controlling interest), reflecting a 23.1% increase from the previous year. This strong performance was driven by strong profit-generating capabilities and stable cost management. Even amid sharp increases in exchange rates, all subsidiaries strengthened risk-weighted asset management and adopted a prudent asset rebalancing strategy, prioritizing high-quality assets. As a result, the Group effectively managed its Common Equity Tier 1 (CET1) ratio, enhancing its loss-absorption capacity and maintaining a stable financial position that exceeded market expectations.

In July 2024, WFG became the first bank holding company in Korea to announce a Corporate Value Enhancement (“Value-Up”) Plan, actively participating in the government’s Value-Up Program aimed at advancing the capital market. The Group communicated with the market by setting sustainable ROE and capital ratio targets while implementing a strengthened shareholder return policy based on the CET1 ratio.

In recognition of these financial achievements and shareholder return policies, our Board of Directors approved an annual dividend of KRW 1,200 per share for 2024, which includes quarterly dividends of KRW 180 per share—marking a 20% increase from the previous year. Furthermore, as part of the Group’s long-standing goal of full privatization, we repurchased and canceled the remaining 1.24% stake held by the Korea Deposit Insurance Corporation (KDIC) for KRW 136.7 billion. This led to a 37% increase in share buybacks and cancellations compared to KRW 100 billion in the previous year.

At the upcoming Annual General Meeting (“AGM”), the Board plans to propose a resolution for reducing capital surplus to become the first bank holding company in Korea to distribute non-taxable dividends. In addition, the Board is seeking to amend the Articles of Incorporation of WFG to modernize the quarterly dividend framework, ensuring that the quarterly dividend amounts are determined before the record dates are set, in alignment with international best practices. These initiatives reflect the Group’s commitment to enhancing our shareholder return policies and transparency.

WFG is also actively implementing initiatives across the environmental, social, and governance (“ESG”) domains under our ESG vision, “Creating a Better World Through Finance.” The Group is making significant strides as a global leader in biodiversity and circular economy initiatives, while also fulfilling its corporate social responsibilities through financial support for marginalized groups, fostering future generations, and promoting multicultural inclusion.

As a result of these efforts, the Group was awarded an MSCI AAA rating for the second consecutive year in 2024, included in the DJSI World Index for the first time, and recognized as part of Bloomberg’s Leading Group. These achievements reaffirm WFG’s position as a top-tier institution in terms of ESG excellence.

However, despite these accomplishments, certain events have raised concerns among shareholders and customers. In response, WFG swiftly implemented a series of measures to strengthen governance and internal controls. These initiatives include enhancing Board reporting standards for financial incidents, establishing a Group Ethics Management Office, introducing a personal credit information registration system for all executives and their close relatives, implementing a new lending information input process to prevent third-party influence, solicitation, or undue credit approvals at the business unit level, and deploying an advanced fraudulent transaction detection system to mitigate risks more effectively.

 


At this AGM, we are proposing the establishment of an Ethics and Internal Control Committee under the Board of Directors. This initiative will strengthen the internal control functions currently managed by the Audit Committee, while also refreshing its composition to further enhance its effectiveness. The proposed Ethics and Internal Control Committee, to be composed entirely of independent directors, will play a critical role in curbing managerial misconduct, particularly at the executive level, and strengthening the independence of the whistleblower system. Through this Board-led, ethics-driven governance framework, WFG will continue to build a corporate culture of accountability, integrity, and strong corporate governance.

Moving forward, WFG will rigorously implement the internal control enhancement measures that have been developed, ensuring the successful adoption of the responsibilities map across the Group. Beyond structural improvements, we are committed to fundamentally improving our corporate culture, including through the elevation of individual ethical awareness, to ensure that all business operations adhere to the highest standards of governance, ethics, and internal controls.

At this AGM, we will propose the appointment of four new independent directors—Choon Soo KIM, Young Hoon KIM, Kang Haeng LEE, and Yeongseop RHEE—as well as the reappointment of independent director In Sub YOON. In recent years, public interest in the role of corporate boards in listed companies has grown significantly, with an increasing focus on ensuring the true independence of independent directors. We are confident that these five candidates not only exhibit strong independence but also bring exceptional expertise across diverse fields. Their contributions will be instrumental in enhancing Woori Financial Group’s corporate value and reinforcing its governance framework.

Looking ahead, WFG remains committed to making trust its top priority this year. The Group will focus on strengthening its core capabilities, delivering strong results, and elevating itself to the next level. Additionally, we will actively support small businesses and financially vulnerable groups, fostering inclusivity and shared growth. Through these initiatives, we are committed to becoming a trusted financial institution for our customers, the market, and society as a whole.

The AGM will be held on Wednesday, March 26, 2025. Detailed explanations of the agenda items are provided in the AGM Convocation Notice and the accompanying supplementary materials. On behalf of WFG and the Board, we kindly request your support FOR all resolutions presented at the meeting.

Thank you for your continued trust and support. We look forward to a successful future together.

 

Yours sincerely,

Jong-Yong Yim

Chairman and CEO

Woori Financial Group


Convocation Notice of the Annual General Meeting of Shareholders

Notice is hereby given that an Annual General Meeting of Shareholders of Woori Financial Group Inc. (the “Company” or the “Group”) will be held as described hereunder and your attendance is cordially requested.

Description

 

1. Date and Time    March 26, 2025; 10 A.M. (Korea Standard Time)
2. Venue   

Woori Bank Head Office Building, Synergy Hall, 5th floor, 51, Sogong-ro, Jung-gu, Seoul, Korea

(subject to change in the case of extraordinary circumstances)

3. Agenda   

1. Approval of separate financial statements (including statements of appropriations of retained earnings) and consolidated financial statements for the fiscal year 2024 (Jan. 1, 2024 – Dec. 31, 2024)

 

2. Approval of amendments to the Articles of Incorporation

 

3. Approval of reductions to the capital reserve

 

4. Election of directors (4 independent directors)

 

- 4-1. Candidate for independent director : Choon Soo KIM

 

- 4-2. Candidate for independent director : Young Hoon KIM

 

- 4-3. Candidate for independent director : Kang Haeng LEE

 

- 4-4. Candidate for independent director : In Sub YOON

 

5. Election of independent director who will serve as an audit committee member (1 director)

 

- Candidate for independent director who will serve as an audit committee member : Yeongseop RHEE

 

6. Election of audit committee members who are independent directors (3 directors)

 

- 6-1. Candidate for audit committee member who is an independent director : Choon Soo KIM

 

- 6-2. Candidate for audit committee member who is an independent director : Young Hoon KIM

 

- 6-3. Candidate for audit committee member who is an independent director : Kang Haeng LEE

 

7. Approval of maximum limit on directors’ compensation

 

 
  

The Board of Directors recommends that you vote

 

IN FAVOR of all of the proposed agenda items

  
        
 
  

Please refer to our website

https://www.woorifg.com/eng/investor/ir/proxy/list.do

for additional details related to the proposed agenda items

  


Reference Document for the Exercise of Voting Rights

1. Approval of separate financial statements (including statements of appropriations of retained earnings) and consolidated financial statements for the fiscal year 2024 (Jan. 1, 2024 – Dec. 31, 2024)

Please refer to Appendix A.

2. Approval of amendments to the Articles of Incorporation

Please refer to Appendix B.

3. Approval of reductions to the capital reserve

Agenda details

 

  -

In accordance with Article 461-2 of the Korean Commercial Code (Reduction of Reserve), the Company intends to transfer its capital reserve to retained earnings. This measure aims to expand the funds available for dividends, as part of the Company’s shareholder return policy.

 

  -

The reduction in capital reserve will result in an increase of KRW 3.0 trillion in distributable profit, which, in accordance with relevant laws*, may be used as a source for non-taxable dividends in the future.

 

  -

For individual shareholders, non-taxable dividends are not subject to withholding tax (15.4%), allowing them to receive 100% of the dividend amount. Additionally, such dividends are not subject to comprehensive taxation on financial income (up to 49.5%).

 

*

Article 18, Item 8 of the Corporate Tax Act; Article 26-3, Paragraph 6 of the Enforcement Decree of the Income Tax Act; and Article 17 of the Corporate Tax Act


4. Election of directors

[ Candidates’ Information ]

 

    

Name

  

Date of Birth

  

Director

Classification

  

Whether elected

separately as a

director who is a

member of the Audit
Committee

  

Relationship

with the

Majority

Shareholder

  

Recommended by

4-1    Choon Soo KIM    Jul. 6, 1956    Independent Director    No    None    Committee for Recommending Executive Officer Candidates
4-2    Young Hoon KIM    Jan. 6, 1958    Independent Director    No    None    Committee for Recommending Executive Officer Candidates
4-3    Kang Haeng LEE    Sep. 25, 1959    Independent Director    No    None    Committee for Recommending Executive Officer Candidates
4-4    In Sub YOON    Jan. 20, 1956    Independent Director    No    None    Committee for Recommending Executive Officer Candidates

 

1)

The terms of office of the independent director candidates Choon Soo KIM, Young Hoon KIM, and Kang Haeng LEE will be from the end of the annual general meeting of shareholders (“AGM”) for FY2024 to the end of the AGM for FY2026

2)

The term of office of the independent director candidate In Sub Yoon will be from the end of the AGM for FY2024 to the end of the AGM for FY2025


[ Experience ]

 

    

Name

  

Career Background

(including current position)

  

Transactions

with the

Company

within the

past three

years

4-1    Choon Soo KIM   

2019-2025

2023-2025

2012-2018

2009-2012

1997-2007

1981-1991

  

- CEO, Natural Farm & Bio and Advisor, Eugene Logistics

- CEO, Gowoon Leisure

- CEO, Eugene Logistics

- President of Ethics Management Office, Eugene Corporation

- CEO & President of CPC, Eugene General Development

- Insurance Supervisory Service / Dongbu Fire & Marine Insurance

   None
4-2    Young Hoon KIM   

2016-Current

2016-2024

2021-2024

2008-2015

2004-2007

  

- Executive director, Kidari Studio

- CEO, Kidari Studio

- CEO, Lezhin Entertainment

- CEO, Daou Technology

- CEO, Unitel

   None
4-3    Kang Haeng LEE   

2025-Current

2022-2024

2019-2021

2016-2018

  

- Senior Advisor, Korea Investment Holdings

- Vice Chairman, Korea Investment Holdings

- President, Korea Investment Holdings

- Executive Vice President, Korea Investment Holdings

   None
4-4    In Sub YOON   

2022-Current

2018-2021

2010-2017

2008-2010

2007-2008

  

- Independent director, Woori Financial Group

- Chairman of the Board of Directors and Chairman,

Fubon Hyundai Life Insurance

- CEO, Korea Ratings

- CEO, Hana HSBC Life Insurance

- CEO, Hana Life

   None

 

    

Name

  

Delinquent tax payments

  

Executive officer of any

insolvent company

  

Grounds for potential

disqualification by law

4-1    Choon Soo KIM    None    None    None
4-2    Young Hoon KIM    None    None    None
4-3    Kang Haeng LEE    None    None    None
4-4    In Sub YOON    None    None    None


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

• Candidate: Choon Soo KIM

1) Expertise

- The candidate is a management expert who has served as a Chief Executive Officer across various industries and possesses a strong understanding of compliance, gained from his experience in ethics management. He has the necessary expertise and capabilities to serve as an independent director and contribute to the development of Woori Financial Group.

2) Independence

- The candidate is committed to performing his duties fairly and independently, in the best interests of all shareholders and financial consumers.

3) Job performance

- The candidate will actively contribute to realizing Woori Financial Group’s vision by leveraging his independence and expertise to provide strategic recommendations for corporate growth and diligent oversight of internal control activities.

• Candidate: Young Hoon KIM

1) Expertise

- The candidate graduated from Hanyang University with a degree in industrial engineering and obtained an MBA in the United States. He has extensive experience in the IT and digital sectors and will leverage his expertise to support the growth of Woori Financial Group.

2) Independence

- The candidate is committed to performing his duties fairly and independently, in the best interests of all shareholders and financial consumers.

3) Job performance

- The candidate will actively contribute to realizing Woori Financial Group’s vision by leveraging his independence and expertise to provide strategic recommendations for corporate growth and diligent oversight of internal control activities.

• Candidate: Kang Haeng LEE

1) Expertise

- The candidate has held key positions at Korea Investment & Securities and Korea Investment Holdings, including as the Chief Financial Officer, President, and Vice Chairman . As a finance and investment expert, he has contributed to the stable growth of financial holding companies through financial and investment strategy development, asset management, and risk management. He will apply this expertise to support the growth of Woori Financial Group.

2) Independence

- The candidate is committed to performing his duties fairly and independently, in the best interests of all shareholders and financial consumers.

3) Job performance

- The candidate will actively contribute to realizing Woori Financial Group’s vision by leveraging his independence and expertise to provide strategic recommendations for corporate growth and diligent oversight of internal control activities.


• Candidate: In Sub YOON

1) Expertise

- The candidate holds a master’s degree in accounting and has served as the Chief Executive Officer of multiple financial institutions, including life and non-life insurance companies. As an experienced executive, he possesses deep insights into, and an extensive professional network within, the financial sector, making him a finance and accounting expert. He will leverage this expertise to contribute to the development of Woori Financial Group.

2) Independence

- The candidate is committed to performing his duties fairly and independently, in the best interests of all shareholders and financial consumers.

3) Job performance

- The candidate will actively contribute to realizing Woori Financial Group’s vision by leveraging his independence and expertise to provide strategic recommendations for corporate growth and diligent oversight of internal control activities.

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

• Candidate: Choon Soo KIM

- The candidate possesses a fundamental understanding of the financial industry, gained through his experience at the Insurance Supervisory Authority and an insurance company. As a graduate of Seoul National University with a degree in law, the candidate has a strong grasp of compliance and has demonstrated expertise in internal controls and ethical management, having served as the inaugural head of the Ethics Management Office at Eugene Corporation. Having held key positions such as the Chief Executive Officer of Eugene General Development and Eugene Logistics, the candidate has demonstrated outstanding results in corporate operations and strategic management. With extensive networks and business management experience across various industries, the candidate has developed the ability to demonstrate strategic insight and execution capabilities, even in complex business environments.

The candidate is well trusted within the Group, due to his fair and objective decision-making abilities, and has contributed to establishing a foundation for sustainable corporate growth through his continuous efforts to enhance ethical management and internal controls. This broad expertise and practical experience are expected to contribute to the long-term growth of the Group and the strengthening of the Board’s internal control functions. Therefore, the Board recommends his election as an independent director.

• Candidate: Young Hoon KIM

- The candidate graduated from Hanyang University with a degree in industrial engineering and obtained an MBA in the United States. He is a seasoned expert with extensive experience in the IT and digital sectors.

Starting as a founding member of Daou Technology, he later served as its Chief Executive Officer, achieving remarkable success in the IT and software business. He then expanded into the content industry, leading significant growth in the global market. With a deep understanding of IT and digital transformation, he is expected to provide valuable insights into digital innovation and data-driven management in the financial industry.

Furthermore, his experience in mergers and acquisitions and business expansion through corporate management well-positions him to contribute to the development of growth strategies for the Group. Leveraging his extensive global network and business management experience across various industries, it is expected that he will play a key role in enhancing the Board’s expertise with respect to advancing the globalization of financial services and pursuing new business initiatives. For these reasons, the Board recommends his election as an independent director.


• Candidate: Kang Haeng LEE

- The candidate graduated from Sogang University with a degree in economics and has over 30 years of experience in the financial industry, specializing in asset management, risk management, and global financial strategy. Having held key positions at Korea Investment & Securities and Korea Investment Holdings, including as the Chief Financial Officer (CFO), President, and Vice Chairman, he is an expert in finance and investment strategy. His contributions to financial planning, asset management, and risk control have played a crucial role in ensuring the stable growth of financial holding companies. Additionally, with a leadership approach that prioritizes ethical responsibility and the strengthening of internal controls, he has helped establish a foundation for sustainable growth. His extensive experience in the financial sector is expected to further enhance the Group’s risk management and internal control functions, making him a strong candidate for an independent director position. For these reasons, the Board recommends his election as an independent director.

• Candidate: In Sub YOON

- The candidate holds a master’s degree in accounting and is a seasoned executive, having served as the Chief Executive Officer of multiple financial institutions, including life and non-life insurance companies. With deep insights into the domestic financial industry and an extensive professional network, he is recognized as an expert in finance and risk management. As a Board member, he has played a leading role in fostering a culture of active discussion through his thorough review of board agenda items and his dedicated execution of duties. In his current role as the Chairman of the Risk Management Committee, he has effectively overseen sound management practices, contributing significantly to the Group’s stability through proactive risk management, achieving industry-leading asset soundness. Additionally, in the 2024 evaluation of independent directors, he received the highest rating across all areas, demonstrating his strong expertise and commitment to fulfilling his responsibilities. For these reasons, the Board recommends his election as an independent director.

5. Election of independent director who will serve as an audit committee member

[Candidate’s Information ]

 

    

Name

  

Date of Birth

  

Director
Classification

  

Whether elected
separately as a
director who is a
member of the Audit
Committee

  

Relationship

with the

Majority
Shareholder

  

Recommended by

5    Yeongseop RHEE    May 6, 1960    Independent Director    Yes    None    Committee for Recommending Executive Officer Candidates

 

1)

The term of office of the independent director candidate Yeongseop RHEE will be from the end of the AGM for FY2024 to the end of the AGM for FY2026

[ Experience ]

 

    

Name

  

Career Highlights

 

Transactions with the Company within the
past three years

5    Yeongseop RHEE   

2010-Current

2019-2022

2020-2021

2016-2018

  

-   Professor, Seoul National University Graduate School of International Studies

-   Independent director, Samsung Securities

-   President, Korea Money and Finance Association

-   Director, Institute of Financial Economics of Seoul National University

  None


    

Name

  

Delinquent tax payments

  

Executive officer of any insolvent
company

  

Grounds for potential disqualification
by law

5    Yeongseop RHEE    None    None    None

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

• Candidate: Yeongseop RHEE

1) Expertise

- The candidate possesses extensive experience and expertise in international financial markets, policy analysis, asset management, and risk management, making them an expert in the fields of economics, finance, and risk management. Based on this background, they will contribute to the growth and development of Woori Financial Group.

2) Independence

- The candidate is committed to performing his duties fairly and independently, in the best interests of all shareholders and financial consumers.

3) Job performance

- The candidate will actively contribute to realizing Woori Financial Group’s vision by leveraging his independence and expertise to provide strategic recommendations for corporate growth and diligent oversight of internal control activities.

[ Reasons for recommendation by the Board ]

• Candidate: Yeongseop RHEE

- The candidate earned a master’s degree in statistics and a Ph.D. in economics from UC Berkeley and is currently a professor at the Graduate School of International Studies at Seoul National University. He is recognized as a leading expert in finance and economics. Having served as the President of the Korea Money and Finance Association, the Director of the SNU Institute of Finance and Economics, and a member of the Korea Investment Corporation’s Operations Committee, he has played a key role in strategic decision-making and research across various financial institutions. His expertise spans international financial markets, policy analysis, asset management, and risk management. Beyond financial market and policy research, he has also been actively engaged in real-world financial markets, leading multiple projects related to ESG management, fintech, and capital market development. His experience in these emerging sectors is expected to contribute to strengthening the sustainability and internal control framework of the Group. With extensive experience in global financial markets and risk management, he is well-positioned to refine the governance structure of the Group and enhance its risk management capabilities. Furthermore, his balanced perspective bridging academia and the real economy, along with his strong analytical skills, makes him an ideal candidate to be an independent director. As an Audit Committee member, he is expected to uphold independent and transparent audit functions while supporting the advancement of internal controls and risk management, making him a strong nominee for the position. For these reasons, the Board recommends his election as an independent director who will serve as a member of the Audit Committee.

6. Election of audit committee members who are independent directors

[ Candidates’ Information ]

 

    

Name

  

Date of Birth

  

Director
Classification

  

Whether elected
separately as a
director who is a
member of the Audit
Committee

  

Relationship with the
Majority
Shareholder

  

Recommended by

6-1    Choon Soo KIM    Jul. 6, 1956    Independent Director    No    None    Committee for Recommending Executive Officer Candidates
6-2    Young Hoon KIM    Jan. 6, 1958    Independent Director    No    None    Committee for Recommending Executive Officer Candidates
6-3    Kang Haeng LEE    Sep. 25, 1959    Independent Director    No    None    Committee for Recommending Executive Officer Candidates

 

1)

The terms of office of the Audit Committee member candidates Choon Soo KIM, Young Hoon KIM, and Kang Haeng LEE will be from the end of the AGM for FY2024 to the end of the AGM for FY2026.


[ Experience ]

 

    

Name

  

Career Background

(including current position)

  

Transactions with the
Company within the past
three years

6-1    Choon Soo KIM   

2019-2025

2023-2025

2012-2018

2009-2012

1997-2007

1981-1991

  

-   CEO, Natural Farm & Bio and Advisor, Eugene Logistics

-   CEO, Gowoon Leisure

-   CEO, Eugene Logistics

-   President of Ethics Management Office, Eugene Corporation

-   CEO & President of CPC, Eugene General Development

-   Insurance Supervisory Service / Dongbu Fire & Marine Insurance

   None
6-2    Young Hoon KIM   

2016-Current

2016-2024

2021-2024

2008-2015

2004-2007

  

-   Executive director, Kidari Studio

-   CEO, Kidari Studio

-   CEO, Lezhin Entertainment

-   CEO, Daou Technology

-   CEO, Unitel

   None
6-3    Kang Haeng LEE   

2025-Current

2022-2024

2019-2021

2016-2018

  

-   Senior Advisor, Korea Investment Holdings

-   Vice Chairman, Korea Investment Holdings

-   President, Korea Investment Holdings

-   Executive Vice President, Korea Investment Holdings

   None

 

    

Name

  

Delinquent tax payments

  

Executive officer of any insolvent
company

  

Grounds for potential
disqualification by law

6-1    Choon Soo KIM    None    None    None
6-2    Young Hoon KIM    None    None    None
6-3    Kang Haeng LEE    None    None    None

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

• Candidate: Choon Soo KIM

- The candidate possesses a fundamental understanding of the financial industry, gained through his experience at the Insurance Supervisory Authority and an insurance company. As a graduate of Seoul National University with a degree in law, the candidate has a strong grasp of compliance and has demonstrated expertise in internal controls and ethical management, having served as the inaugural head of the Ethics Management Office at Eugene Corporation. Having held key positions such as the Chief Executive Officer of Eugene Comprehensive Development and Eugene Logistics, the candidate has demonstrated outstanding results in corporate operations and strategic management. With extensive networks and business management experience across various industries, the candidate has developed effective risk management and internal control capabilities even in complex business environments.

The candidate is well trusted within the Group, due to his fair and objective decision-making abilities, and has contributed to establishing a foundation for sustainable corporate growth through his continuous efforts to enhance ethical management and internal controls. Through such broad expertise and practical experience, he is expected to contribute as a member of the Audit Committee to advancing the internal control system of the Group, strengthening the Group’s risk management and ensuring the independence of its audit functions. Therefore, the Board recommends his election as a member of the Audit Committee.


• Candidate: Young Hoon KIM

- The candidate graduated from Hanyang University with a degree in industrial engineering and obtained an MBA in the United States. He is a seasoned expert with extensive experience in the IT and digital sectors.

Starting as a founding member of Daou Technology, he later served as its Chief Executive Officer, achieving remarkable success in the IT and software business. He then expanded into the content industry, leading significant growth in the global market.

In particular, the candidate’s extensive capabilities in IT and data management is expected to contribute to improving the internal control and risk management systems of the Group, especially in the increasingly digitalized financial industry. Based on a deep understanding of data-driven decision-making and digital security risks, the candidate is expected to play a key role in refining and improving the efficiency of the internal control processes of the Group.

Furthermore, he has accumulated practical insight into corporate governance and risk management through his experience in mergers and acquisitions and business expansions, allowing him to contribute to strengthening the transparency and sustainability of the Group. As a member of the Audit Committee with the ability to respond to new technologies and digital risks in the financial industry, he is expected to play an important role in improving the internal control system of the Group. Therefore, the Board recommends his election as a member of the Audit Committee.

• Candidate: Kang Haeng LEE

- The candidate graduated from Sogang University with a degree in economics and has over 30 years of experience in the financial industry, specializing in asset management, risk management, and global financial strategy. Having held key positions at Korea Investment & Securities and Korea Investment Holdings, including as the Chief Financial Officer (CFO), President, and Vice Chairman, he has played a crucial role in achieving stable growth and establishing a sustainable financial strategy for the Group.

Through his extensive experiences in the financial sector, he is able to contribute to strengthening the Group’s risk management system and improve the internal control processes. The experience he accumulated through his asset management and investment strategies will help him to improve the Group’s financial stability, and he is expected to contribute to improving the trustworthiness of the Group’s internal control system.

In addition, through a leadership that emphasizes ethical responsibility, he is capable of establishing a fair and transparent decision-making culture and proposing practical measures to strengthen internal controls. Therefore, the Board recommends his election as a member of the Audit Committee.


7. Approval of Maximum Limit on Directors’ Compensation

 

Item

  

2025

  

2024

Number of Directors

(Number of Independent Directors)

   8 (7)    8 (7)
Compensation Limit    3.0 billion won1)    3.0 billion won
Amount Paid    N/A    1,664 million won2)

 

1)

The allocation of compensation within the total compensation limit is delegated to the Board of Directors (the Compensation Committee). Separately from such compensation limit, the Group will operate a performance-linked stock-based compensation plan in 2025 based on the Group’s stock, within a pool of 80,000 shares. The final payout amount will be determined and distributed in 2029, based on the achievement rate of the Group’s long-term performance metrics over the next four years (including relative shareholder return, return on equity, net income, SG&A ratio and NPL ratio).

2)

Separately, a long-term performance-based compensation of KRW 674 million was paid for the standing director’s tenure in 2020, under a previously approved performance-linked stock-based compensation plan approved during a previous general meeting of shareholders.


Appendix A. Financial Statements for FY2024

For further information, please refer to the Audit Reports furnished to the U.S. Securities and Exchange Commission as an exhibit to the Form 6-K on March 5, 2025. The Audit Reports are 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, 2024 AND 2023

 

     December 31,
2024
    December 31,
2023
 
     (Korean Won in millions)  
ASSETS     

Cash and cash equivalents

     27,281,123       30,556,618  

Financial assets at fair value through profit or loss (“FVTPL”)

     25,202,672       21,544,756  

Financial assets at fair value through other comprehensive income (“FVTOCI”)

     43,797,745       37,891,495  

Securities at amortized cost

     19,203,177       23,996,172  

Loans and other financial assets at amortized cost

     398,471,816       373,148,148  

Investments in joint ventures and associates

     1,748,810       1,795,370  

Investment properties

     450,788       472,768  

Premises and equipment

     3,370,585       3,176,759  

Intangible assets

     1,091,402       996,842  

Assets held for sale

     73,989       20,345  

Net defined benefit asset

     146,109       240,260  

Current tax assets

     61,613       203,542  

Deferred tax assets

     72,937       93,366  

Derivative assets (Designated for hedging)

     175,191       26,708  

Other assets

     4,605,363       3,841,787  
  

 

 

   

 

 

 

Total assets

     525,753,320       498,004,936  
  

 

 

   

 

 

 
LIABILITIES     

Financial liabilities at fair value through profit or loss (“FVTPL”)

     9,896,597       6,138,313  

Deposits due to customers

     366,821,156       357,784,297  

Borrowings

     30,117,031       30,986,746  

Debentures

     48,207,103       41,239,245  

Provisions

     611,428       806,031  

Net defined benefit liability

     5,424       6,939  

Current tax liabilities

     127,126       103,655  

Deferred tax liabilities

     858,822       470,311  

Derivative liabilities (Designated for hedging)

     102,815       153,007  

Other financial liabilities

     32,314,051       26,115,005  

Other liabilities

     796,498       803,897  
  

 

 

   

 

 

 

Total liabilities

     489,858,051       464,607,446  
  

 

 

   

 

 

 
EQUITY     

Owners’ equity

    

Capital stock

     3,802,676       3,802,676  

Hybrid securities

     3,810,435       3,611,129  

Capital surplus

     934,100       935,563  

Other equity

     (1,400,885     (1,668,957

Retained earnings

     26,950,510       24,986,470  
  

 

 

   

 

 

 
     34,096,836       31,666,881  
  

 

 

   

 

 

 

Non-controlling interests

     1,798,433       1,730,609  
  

 

 

   

 

 

 

Total equity

     35,895,269       33,397,490  
  

 

 

   

 

 

 

Total liabilities and equity

     525,753,320       498,004,936  
  

 

 

   

 

 

 


WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

     2024     2023  
     (Korean Won in millions)  

Interest income

     22,013,341       20,641,554  

Financial assets at FVTPL

     236,793       192,094  

Financial assets at FVTOCI

     1,281,642       999,407  

Financial assets at amortized cost

     20,494,906       19,450,053  

Interest expense

     (13,127,005     (11,899,014
  

 

 

   

 

 

 

Net interest income

     8,886,336       8,742,540  

Fees and commissions income

     2,874,216       2,565,814  

Fees and commissions expense

     (788,046     (845,333
  

 

 

   

 

 

 

Net fees and commissions income

     2,086,170       1,720,481  

Dividend income

     310,320       240,293  

Net gain on financial instruments at FVTPL

     1,492,783       488,486  

Net gain (loss) on financial assets at FVTOCI

     96,620       (37,641

Net gain arising on financial assets at amortized cost

     286,885       203,942  

Impairment losses due to credit loss

     (1,716,295     (1,894,916

General and administrative expense

     (4,468,973     (4,443,433

Other net operating expense

     (2,718,656     (1,520,723
  

 

 

   

 

 

 

Operating income

     4,255,190       3,499,029  

Share of gain of joint ventures and associates

     76,265       109,831  

Other non-operating expense

     (108,608     (91,407
  

 

 

   

 

 

 

Non-operating income (expenses)

     (32,343     18,424  

Net income before income tax expense

     4,222,847       3,517,453  

Income tax expense

     (1,051,378     (890,559

Net income

     3,171,469       2,626,894  
  

 

 

   

 

 

 

Net gain (loss) on valuation of equity securities at FVTOCI

     (138,097     193,191  

Net gain on credit risk fluctuation of financial liabilities designated to be measured at FVTPL

     1,348        

Changes in capital due to equity method

     (1,663     8,603  

Remeasurement loss related to defined benefit plan

     (61,929     (79,460
  

 

 

   

 

 

 

Items that will not be reclassified to profit or loss:

     (200,341     122,334  
  

 

 

   

 

 

 

Net gain on valuation of debt securities at FVTOCI

     172,155       532,334  

Changes in capital due to equity method

     (3,704     (5,638

Net gain on foreign currency translation of foreign operations

     522,845       45,080  

Net loss on valuation of hedges of net investments in foreign operations

     (114,827     (14,049

Net gain (loss) on valuation of cash flow hedge

     6,591       (16,524
  

 

 

   

 

 

 

Items that may be reclassified to profit or loss:

     583,060       541,203  

Other comprehensive income, net of tax

     382,719       663,537  

Total comprehensive income

     3,554,188       3,290,431  
  

 

 

   

 

 

 

(Continued)


WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (CONTINUED)

 

     2024      2023  
     (Korean Won in millions)  

Net income attributable to:

     3,171,469        2,626,894  

Net income attributable to owners

     3,085,995        2,506,296  

Net income attributable to non-controlling interests

     85,474        120,598  

Total comprehensive income attributable to:

     3,554,188        3,290,431  

Comprehensive income attributable to owners

     3,454,620        3,164,464  

Comprehensive income attributable to non-controlling interests

     99,568        125,967  

Earnings per share

     

Basic and diluted earnings per share (Unit: In Korean Won)

     3,950        3,230  


WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

     Capital
Stock
     Hybrid
securities
    Capital
surplus
    Other
equity
    Retained
earnings
    Owners’
equity in
total
    Non-
controlling
interests
    Total
equity
 
     (Korean Won in millions)  

January 1, 2023

     3,640,303        3,112,449       682,385       (2,423,392     23,750,152       28,761,897       2,865,445       31,627,342  

Total comprehensive income

                 

Net income

     —         —        —        —        2,506,296       2,506,296       120,598       2,626,894  

Net gain on valuation of financial instruments at FVTOCI

     —         —        —        725,513       —        725,513       12       725,525  

Net gain (loss) due to disposal of equity securities at FVTOCI

     —         —        —        (86     86       —        —        —   

Changes in capital due to equity method

     —         —        —        2,996       (50     2,946       19       2,965  

Gain on foreign currency translation of foreign operations

     —         —        —        39,780       —        39,780       5,300       45,080  

Loss on valuation of hedges of net investments in foreign operations

     —         —        —        (14,049     —        (14,049     —        (14,049

Loss on valuation of cash flow hedge

     —         —        —        (16,524     —        (16,524     —        (16,524

Remeasurement gain related to defined benefit plan

     —         —        —        (79,498     —        (79,498     38       (79,460

Transactions with owners

                 

Comprehensive stock exchange

     162,373        —        249,008       —        —        411,381       (414,015     (2,634

Dividends to common stocks

     —         —        —        —        (978,376     (978,376     (11,647     (990,023

Changes in treasury stocks

     —         —        1,128       (35,529     (100,000     (134,401     —        (134,401

Issuance of hybrid securities

     —         498,680       —        —        —        498,680       299,327       798,007  

Dividends to hybrid securities

     —         —        —        —        (131,148     (131,148     (95,637     (226,785

Redemption of hybrid securities

     —         —        —        (1,695     —        (1,695     (1,097,697     (1,099,392

Changes in subsidiaries’ capital

     —         —        (1,869     60,491       (60,490     (1,868     (1,927     (3,795

Changes in non-controlling interests related to business combinations

     —         —        —        —        —        —        138,478       138,478  

Others

     —         —        4,911       73,036       —        77,947       (77,685     262  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2023

     3,802,676        3,611,129       935,563       (1,668,957     24,986,470       31,666,881       1,730,609       33,397,490  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

January 1, 2024

     3,802,676        3,611,129       935,563       (1,668,957     24,986,470       31,666,881       1,730,609       33,397,490  

Total comprehensive income

                 

Net income

     —         —        —        —        3,085,995       3,085,995       85,474       3,171,469  

Net gain (loss) on valuation of financial instruments at FVTOCI

     —         —        —        34,203       —        34,203       (145     34,058  

Net gain (loss) due to disposal of equity securities at FVTOCI

     —         —        —        (53,460     53,460       —        —        —   

Net gain on credit risk fluctuation of financial liabilities designated to be measured at FVTPL

     —         —        —        1,348       —        1,348       —        1,348  

Changes in capital due to equity method

     —         —        —        (5,357     (10     (5,367     —        (5,367

Gain on foreign currency translation of foreign operations

     —         —        —        508,631       —        508,631       14,214       522,845  

Loss on valuation of hedges of net investments in foreign operations

     —         —        —        (114,827     —        (114,827     —        (114,827

Gain on valuation of cash flow hedge

     —         —        —        6,591       —        6,591       —        6,591  

Remeasurement gain related to defined benefit plan

     —         —        —        (61,954     —        (61,954     25       (61,929

Transactions with owners

                 

Dividends to common stocks

     —         —        —        —        (878,330     (878,330     (3,829     (882,159

Changes in treasury stocks

     —         —        733       3,832       (136,688     (132,123     —        (132,123

Issuance of hybrid securities

     —         1,196,850       —        —        —        1,196,850       757,970       1,954,820  

Dividends to hybrid securities

     —         —        —        —        (158,682     (158,682     (76,249     (234,931

Redemption of hybrid securities

     —         (997,544     —        (52,199     —        (1,049,743     (658,470     (1,708,213

Changes in subsidiaries’ capital

     —         —        12,256       1,264       (1,693     11,827       (9,709     2,118  

Changes in non-controlling interests related to business combinations

     —         —        (1,148     —        —        (1,148     5,599       4,451  

Others

     —         —        (13,304     —        (12     (13,316     (47,056     (60,372
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2024

     3,802,676        3,810,435       934,100       (1,400,885     26,950,510       34,096,836       1,798,433       35,895,269  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

     2024     2023  
     (Korean Won in millions)  

Cash flows from operating activities:

    

Net income

     3,171,469       2,626,894  

Adjustments to net income:

    

Income tax expense

     1,051,378       890,559  

Interest income

     (22,013,341     (20,641,554

Interest expense

     13,127,005       11,899,014  

Dividend income

     (310,320     (240,293
  

 

 

   

 

 

 
     (8,145,278     (8,092,274
  

 

 

   

 

 

 

Additions of expenses not involving cash outflows:

    

Loss on financial assets at FVTOCI

     4,611       46,335  

Impairment loss due to credit loss

     1,716,295       1,894,916  

Loss on other provisions

     41,938       99,444  

Retirement benefit

     129,029       113,435  

Depreciation and amortization

     1,163,799       993,176  

Net loss on foreign currency translation

     1,177,859       366,026  

Loss on derivatives (designated for hedge)

     24,252       35,583  

Loss on fair value hedge

     64,571       72,601  

Loss on valuation of investments in joint ventures and associates

     19,911       22,710  

Loss on disposal of investments in joint ventures and associates

     532       588  

Loss on disposal of premises and equipment, intangible assets and other assets

     2,233       1,873  

Impairment loss on premises and equipment, intangible assets and other assets

     3,627       129  

Other loss

     10,887       —   

Other operating expenses

     9,509       —   
  

 

 

   

 

 

 
     4,369,053       3,646,816  
  

 

 

   

 

 

 

Deductions of income not involving cash inflows:

    

Gain on financial assets at FVTPL

     1,299,919       571,179  

Gain on financial assets at FVTOCI

     101,231       8,694  

Gain on other provisions

     10,026       19,781  

Gain on derivatives (designated for hedge)

     192,000       114,875  

Gain on fair value hedge

     25,469       8,986  

Gain on valuation of investments in joint ventures and associates

     96,176       132,541  

Gain on disposal of investments in joint ventures and associates

     19,642       33,123  

Gain on disposal of premises and equipment, intangible assets and other assets

     7,064       5,267  

Reversal of impairment loss on premises and equipment, intangible assets and other assets

     147       230  
  

 

 

   

 

 

 
     1,751,674       894,676  
  

 

 

   

 

 

 

Changes in operating assets and liabilities:

    

Financial instruments at FVTPL

     1,594,646       (1,715,646

Loans and other financial assets at amortized cost

     (21,703,969     (18,598,117

Other assets

     (1,254,513     (1,264,071

Deposits due to customers

     3,411,535       15,176,465  

Provisions

     (203,770     136,521  

Net defined benefit liability

     (120,782     (172,759

Other financial liabilities

     4,806,822       2,225,382  

Other liabilities

     (9,173     95,559  
  

 

 

   

 

 

 
     (13,479,204     (4,116,666
  

 

 

   

 

 

 

Interest income received

     22,304,745       20,416,107  

Interest expense paid

     (12,483,982     (10,626,911

Dividends received

     310,341       202,257  

Income tax paid

     (424,770     (1,539,605
  

 

 

   

 

 

 
     9,706,334       8,451,848  
  

 

 

   

 

 

 

Net cash inflow (outflow) from operating activities

     (6,129,300     1,621,942  
  

 

 

   

 

 

 

(Continued)


WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (CONTINUED)

 

     2024     2023  
     (Korean Won in millions)  

Cash flows from investing activities:

    

Net cash out-flows from obtaining control

     2,008       (209,643

Net cash out-flows from losing control

     —        (464

Disposal of financial instruments at FVTPL

     11,659,750       10,487,513  

Acquisition of financial instruments at FVTPL

     (11,111,809     (12,167,823

Disposal of financial assets at FVTOCI

     26,921,313       20,648,897  

Acquisition of financial assets at FVTOCI

     (31,718,677     (24,211,531

Redemption of securities at amortized cost

     7,634,677       8,727,124  

Acquisition of securities at amortized cost

     (2,586,171     (4,244,256

Cash outflows from changes in subsidiaries

     (674,625     (619,726

Disposal of investments in joint ventures and associates

     1,253,301       101,051  

Acquisition of investments in joint ventures and associates

     (979,480     (310,239

Disposal of investment properties

     64,926       —   

Acquisition of investment properties

     —        (99,234

Disposal of premises and equipment

     10,730       19,001  

Acquisition of premises and equipment

     (221,856     (164,696

Disposal of intangible assets

     4,596       2,513  

Acquisition of intangible assets

     (190,126     (228,503

Disposal of assets held for sale

     23,909       7,156  

Net decrease of other assets

     (126,765     8,719  
  

 

 

   

 

 

 

Net cash outflow from investing activities

     (34,299     (2,254,141
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Net cash in-flows (out-flows) from hedging activities

     (25,442     23,394  

Net increase (decrease) in borrowings

     (3,011,120     2,332,376  

Issuance of debentures

     41,067,565       31,101,841  

Redemption of debentures

     (35,473,345     (34,329,491

Redemption of lease liabilities

     (238,770     (160,673

Net increase (dcrease) of other liabilities

     (17,690     118  

Dividends paid

     (878,330     (978,376

Issuance of hybrid securities

     1,954,820       798,007  

Redemption of hybrid securities

     (1,726,936     (1,100,000

Dividends paid to hybrid securities

     (234,931     (226,785

Net increase in non-controlling equity liabilities

     6,589       6,620  

Dividends paid to non-controlling interest

     (3,829     (11,647

Changes in non-controlling interests

     (41,375     (180,514

Acquisition of treasury stocks

     (136,699     (158,165

Disposal of treasury stocks

     4,834       23,118  
  

 

 

   

 

 

 

Net cash inflow (outflow) from financing activities

     1,245,341       (2,860,177
  

 

 

   

 

 

 

Effects of exchange rate changes on cash and cash equivalents

     1,642,763       (170,154
Net decrease in cash and cash equivalents      (3,275,495     (3,662,530
Cash and cash equivalents, beginning of the period      30,556,618       34,219,148  
  

 

 

   

 

 

 

Cash and cash equivalents, end of the Period

     27,281,123       30,556,618  
  

 

 

   

 

 

 


WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2024 AND 2023

 

     December 31,
2024
    December 31,
2023
 
     (Korean Won in millions)  
ASSETS     

Cash and cash equivalents

     1,185,912       289,507  

Financial assets at fair value through other comprehensive income (“FVTOCI”)

     553,518       539,709  

Loans and other financial assets at amortized cost

     204,431       1,104,815  

Investments in subsidiaries

     24,206,017       23,670,476  

Premises and equipment

     5,304       6,609  

Intangible assets

     3,308       4,052  

Net defined benefit asset

     1,378       3,941  

Current tax assets

     33,120       158,951  

Deferred tax assets

     4,379       7,478  

Other assets

     155,670       484  
  

 

 

   

 

 

 

Total assets

     26,353,037       25,786,022  
  

 

 

   

 

 

 
LIABILITIES     

Debentures

     2,037,567       1,587,659  

Provisions

     1,252       1,227  

Current tax liabilities

     84,701       32,125  

Other financial liabilities

     76,382       163,621  

Other liabilities

     404       392  
  

 

 

   

 

 

 

Total liabilities

     2,200,306       1,785,024  
  

 

 

   

 

 

 
EQUITY     

Capital stock

     3,802,676       3,802,676  

Hybrid securities

     3,810,225       3,610,953  

Capital surplus

     11,120,236       11,120,236  

Other equity

     (1,189     (7,871

Retained earnings

     5,420,783       5,475,004  
  

 

 

   

 

 

 

Total equity

     24,152,731       24,000,998  
  

 

 

   

 

 

 

Total liabilities and equity

     26,353,037       25,786,022  
  

 

 

   

 

 

 


WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

     2024     2023  
     (Korean Won in millions)  

Interest income

     51,778       64,592  

Interest expense

     (49,650     (37,097
  

 

 

   

 

 

 

Net interest income

     2,128       27,495  

Fees and commissions income

     1,625       1,625  

Fees and commissions expense

     (21,944     (21,722
  

 

 

   

 

 

 

Net fees and commissions loss

     (20,319     (20,097

Dividend income

     1,208,522       1,482,956  

Net gain on financial instruments at FVTPL

     —        2,023  

Reversal (Provision) of impairment losses due to credit loss

     608       (348

General and administrative expenses

     (67,638     (67,359
  

 

 

   

 

 

 

Operating income

     1,123,301       1,424,670  

Non-operating expense

     (147     (1,043

Net income before income tax expense

     1,123,154       1,423,627  

Income tax income

     178       881  

Net income

     1,123,332       1,424,508  
  

 

 

   

 

 

 

Net gain on valuation of equity securities at FVTOCI

     10,164       19,789  

Remeasurement loss related to defined benefit plan

     (1,026     (873
  

 

 

   

 

 

 

Items that will not be reclassified to profit or loss:

     9,138       18,916  
    
  

 

 

   

 

 

 

Other comprehensive income, net of tax

     9,138       18,916  

Total comprehensive income

     1,132,470       1,443,424  
  

 

 

   

 

 

 

Earnings per share

    

Basic and diluted earnings per share (Unit: In Korean Won)

     1,296       1,754  


WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

     Capital
stock
     Capital
surplus
     Hybrid
securities
    Other
equity
    Retained
earnings
    Total
equity
 
     (Korean Won in millions)  

January 01, 2023

     3,640,303        10,909,281        3,112,273       (26,186     5,261,231       22,896,902  

Total comprehensive income

              

Net income

     —         —         —        —        1,424,508       1,424,508  

Net gain on valuation of equity securities at FVTOCI

     —         —         —        19,789       —        19,789  

Remeasurement gain related to defined benefit plan

     —         —         —        (873     —        (873

Transactions with owners

              

Comprehensive stock exchange

     162,373        210,955        —        —        —        373,328  

Dividends to common stocks

     —         —         —        —        (979,586     (979,586

Issuance of hybrid securities

     —         —         498,680       —        —        498,680  

Dividends to hybrid securities

     —         —         —        —        (131,149     (131,149

Acquisition of treasury stock

     —         —         —        (100,601     —        (100,601

Retirement of treasury stock

     —         —         —        100,000       (100,000     —   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2023

     3,802,676        11,120,236        3,610,953       (7,871     5,475,004       24,000,998  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

January 01, 2024

     3,802,676        11,120,236        3,610,953       (7,871     5,475,004       24,000,998  

Total comprehensive income

              

Net income

     —         —         —        —        1,123,332       1,123,332  

Net gain on valuation of equity securities at FVTOCI

     —         —         —        10,164       —        10,164  

Remeasurement loss related to defined benefit plan

     —         —         —        (1,026     —        (1,026

Transactions with owners

              

Dividends to common stocks

     —         —         —        —        (882,183     (882,183

Issuance of hybrid securities

     —         —         1,196,816       —        —        1,196,816  

Dividends to hybrid securities

     —         —         —        —        (158,682     (158,682

Redemption of hybrid securities

     —         —         (997,544     (2,456     —        (1,000,000

Acquisition of treasury stock

     —         —         —        (136,688     —        (136,688

Retirement of treasury stock

     —         —         —        136,688       (136,688     —   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2024

     3,802,676        11,120,236        3,810,225       (1,189     5,420,783       24,152,731  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 


WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

     2024     2023  
     (Korean Won in millions)  

Cash flows from operating activities:

    

Net income

     1,123,332       1,424,508  

Adjustments to net income:

    

Income tax income

     (178     (881

Interest income

     (51,778     (64,592

Interest expense

     49,650       37,097  

Dividend income

     (1,208,522     (1,482,956
  

 

 

   

 

 

 
     (1,210,828     (1,511,332
  

 

 

   

 

 

 

Adjustments for profit/loss items not involving cash flows:

    

Provision (reversal) of impairment losses due to credit loss

     (608     348  

Gain on valuation of financial instruments at FVTPL

     —        (2,023

Retirement benefit

     3,311       3,159  

Depreciation and amortization

     5,728       7,305  

Gain on disposal of premises and equipment, intangible assets and other assets

     (7     (35
  

 

 

   

 

 

 
     8,424       8,754  
  

 

 

   

 

 

 

Changes in operating assets and liabilities:

    

Loans and other financial assets at amortized cost

     (33,742     24,861  

Other assets

     204       (163

Net defined benefit liability

     (2,143     (2,338

Other financial liabilities

     38,028       (22,992

Other liabilities

     11       (199
  

 

 

   

 

 

 
     2,358       (831
  

 

 

   

 

 

 

Interest income received

     64,991       60,873  

Interest expense paid

     (46,054     (35,323

Dividends received

     1,208,517       1,482,771  

Income tax paid

     (2,145     (2,195
  

 

 

   

 

 

 
     1,225,309       1,506,126  
  

 

 

   

 

 

 

Net cash provided by operating activities

     1,148,595       1,427,225  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Net decrease on other investment assets

     974,000       226,000  

Acquisition of investments in subsidiaries

     (535,541     (898,740

Increase in advance payments related to investments in subsidiaries

     (155,388     —   

Acquisition of financial assets at FVTOCI

     —        (200,000

Acquisition of premises and equipment

     (258     (523

Acquisition of intangible assets

     (303     (583

Net decrease on guarantee deposits for leases

     37       98  
  

 

 

   

 

 

 

Net cash inflow(outflow) from investing activities

     282,547       (873,748
  

 

 

   

 

 

 

(Continued)


WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

     2024     2023  
     (Korean Won in millions)  
Cash flows from financing activities:     

Issuance of debentures

     599,000       399,234  

Redemption of debentures

     (150,000     (260,000

Issuance of hybrid securities

     1,196,816       498,680  

Redemption of hybrid securities

     (1,000,000     —   

Acquisition of treasury stock

     (136,688     (100,601

Redemption of lease liabilities

     (3,000     (3,129

New stock issuance cost

     —        (780

Dividends paid to hybrid securities

     (158,682     (131,149

Dividends paid

     (882,183     (979,586
  

 

 

   

 

 

 

Net cash outflow from financing activities

     (534,737     (577,331
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     896,405       (23,854

Cash and cash equivalents, beginning of the period

     289,507       313,361  
  

 

 

   

 

 

 

Cash and cash equivalents, end of the period (Note 5)

     1,185,912       289,507  
  

 

 

   

 

 

 


WOORI FINANCIAL GROUP INC.

SEPARATE STATEMENTS OF APPROPRIATIONS OF RETAINED EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Unit: Korean Won in millions):

 

     For the year ended December 31, 2024
(Expected date of disposal March 26, 2025)
    For the year ended December 31, 2023
(Confirmed date of disposal March 22, 2024)
 

Unappropriated retained earnings:

    

Unappropriated retained earnings carried over from prior years

     4,551,003       4,243,846  

Interim dividend (dividend per share (%)) (2024: 540 Won (10.8 %)) (2023: 360 Won (7.2%))

     (400,970     (266,089

Dividend to hybrid equity securities

     (158,682     (131,149

Retirement of treasury stock

     (136,688     (100,000

Net income

     1,123,332       1,424,508  
  

 

 

   

 

 

 
     4,977,995       5,171,116  
  

 

 

   

 

 

 

Transfer to retained earnings:

    

Earned profit reserves

     —        3,560  
  

 

 

   

 

 

 
     —        3,560  

Appropriation of retained earnings:

    

Earned profit reserves

     112,340       142,460  

Regulatory reserve for credit loss

     1,152       —   

Amortization of Redemption Loss on Hybrid Securities

     2,456       —   

Cash dividend (dividend per share (%)) (2024: 660 Won (13.2 %)) (2023: 640 Won (12.8%))

     490,075       481,213  
  

 

 

   

 

 

 
     606,023       623,673  
  

 

 

   

 

 

 

Unappropriated retained earnings to be carried forward

     4,371,972       4,551,003  
  

 

 

   

 

 

 


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

 

Before Amendment

  

After Amendment

  

Reasons for
Amendment

Article 43.  (Composition and Role of the Board of Directors)

 

(1)   (Omitted)

 

(2)   The Board of Directors shall review and resolve the following matters with the purpose of increasing profits to the shareholders.

 

1. ~ 5. (Omitted)

     (New)

 

6.  Matters Regarding the establishment of governance structure policies, such as the succession of management by the chief executive officer, etc.

 

7.  Matters regarding supervision of conflicts of interest between the Company and major shareholders

 

8.  Other matters set forth by the laws and regulations, and the Regulations of the Board of Directors

 

(3)   (Omitted)

  

Article 43.  (Composition and Role of the Board of Directors)

(1)   (Same as the left)

 

(2)   The Board of Directors shall review and resolve the following matters with the purpose of increasing profits to the shareholders:

 

1. ~ 5. (Omitted)

 

6.  Matters regarding the establishment and supervision of internal control and risk management policies.

 

7.  Matters Regarding the establishment of governance structure policies, such as the succession of management by the chief executive officer, etc.

 

8.  Matters regarding supervision of conflicts of interest between the Company and major shareholders

 

9.  Other matters set forth by the laws and regulations, and the Regulations of the Board of Directors

 

(3)   (Same as the left)

   In accordance with Article 15, Paragraph 1, Item 5-2 of the Act on Corporate Governance of Financial Companies


Article 48.  (Committees within the Board of Directors)

 

(1)   The Company shall have the following committees within the Board of Directors:

 

1. ~ 4. (Omitted)

   (New)

 

5.  Subsidiary Representative Director Candidate Recommendation Committee; and

 

6.  ESG Management Committee

 

(2)   (New)

 

Details regarding composition, powers, operation, etc. of each of the above committees shall be determined by a resolution of the Board of Directors.

  

Article 48.  (Committees within the Board of Directors)

 

(1)   The Company shall have the following committees within the Board of Directors:

 

1. ~ 4. (Same as the left)

 

5.  Board Ethics & Internal Control Committee

 

6.  Subsidiary Representative Director Candidate Recommendation Committee; and

 

7.  ESG Management Committee

 

(2)   The risk management committee is responsible for conducting risk management-related inspections, evaluations, and requests for corrective measures in accordance with Article 22-2 of the Act on Corporate Governance of Financial Companies.

 

(3)   Other details regarding composition, powers, operation, etc. of each of the above committees shall be determined by a resolution of the Board of Directors.

  

In accordance with Article 16, Paragraph 1, Item 5 of the Act on Corporate Governance of Financial Companies

 

In accordance with Article 22-2, Paragraph 3 of the Act on Corporate Governance of Financial Companies

 

Strengthening Internal Controls and Establishing Ethical Management Governance


Article 60.  (Quarterly Dividends)

 

(1)   The Company may pay quarterly dividends under Article 165-12 of the Financial Investment Services and Capital Markets Act to its shareholders registered in the shareholders’ registry of the Company as of the end of March, June and September of each year. Quarterly dividends shall be paid in cash.

 

(2)   Quarterly dividends referred to in Paragraph (1) above shall be paid by a resolution of the Board of Directors, provided that such resolution shall be made within 45 days from each record date referred to in Paragraph (1) above.

  

Article 60.  (Quarterly Dividends)

 

(1)   The Company may pay quarterly dividends in cash under Article 165-12 of the Financial Investment Services and Capital Markets Act by a resolution of the Board of Directors, provided that such resolution shall be made within 45 days from the end of March, June and September of each fiscal year.

 

(2)   The Company may set a record date for determining the shareholders entitled to receive dividends under Paragraph (1) by a resolution of the Board of Directors, provided that the Company shall give at least two weeks’ prior notice of such record date to the public.

   Record date to be set after the dividend decision date to enhance shareholder dividend visibility, in line with the amended Act on Corporate Governance of Financial Companies

Addenda

(New)

  

Addenda

These Articles of Incorporation shall become effective as of March 26, 2025.

        


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

Woori Financial Group Inc.

    (Registrant)

Date: March 5, 2025

    By:  

/s/ Sung-Wook Lee

    (Signature)
    Name:   Sung-Wook Lee
    Title:   Deputy President

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