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 2020
Commission File Number: 001-31811
Woori Financial Group Inc.
(Translation of registrants name into English)
51, Sogong-ro, Jung- gu, Seoul, 04632, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
51, Sogong-ro,
Jung-gu, Seoul, 04632 Korea
March 3, 2020
To Shareholders:
Convocation Notice of the Annual General Meeting of Shareholders
Notice is hereby given that an Annual General Meeting of Shareholders of Woori Financial Group (the Company) will be held as described hereunder and your attendance is cordially requested.
Very truly yours, Tae Seung Son Chief Executive Officer Woori Financial Group 51, Sogong-ro, Jung-gu Seoul 04632, Korea |
Description
1. Date and Time | March 25, 2020; 10 A.M. (Local time) | |
2. Venue | Synergy Hall, 5th floor, Woori Bank, 51, Sogong-ro, Jung-gu, Seoul, Korea (subject to change in the case of extraordinary circumstances) | |
3. Agenda | 1. Approval of financial statements for the fiscal year 2019
2. Approval of amendments to the Articles of Incorporation
3. Appointment of directors (4 directors) 3-1 Candidate for outside director : Dennis Chan 3-2 Candidate for non-standing director : Hong-Tae Kim 3-3 Candidate for standing director : Won-Duk Lee 3-4 Candidate for standing director : Tae-Seung Son
4. Approval of the maximum limit on directors compensation |
Reference Document for the Exercise of Voting Rights
1. Approval of financial statements for the fiscal year 2019
Please refer to Appendix A.
The consolidated and separate financial statements in Appendix A have not yet been audited and are subject to change. For the audited financial statements, please refer to the Audit Reports to be furnished to the U.S. Securities and Exchange Commission as exhibits to a future Form 6-K.
2. Approval of amendments to the Articles of Incorporation (the AOI)
Please refer to Appendix B.
3. Appointment of directors
[Details of Director Candidates]
Name |
Date of Birth |
Director Classification |
Relationship with the |
Recommended by | ||||||
3-1 | Dennis Chan | Nov. 20, 1962 | Outside Director | None | Executive Officer Candidate Recommendation Committee | |||||
3-2 | Hong-Tae Kim | Feb. 20, 1966 | Non-Standing Director | Employee | Board of Directors | |||||
3-3 | Won-Duk Lee | Jan. 15, 1962 | Standing Director | None | Board of Directors | |||||
3-4 | Tae-Seung Son | May 16, 1959 | Standing Director | None | Executive Officer Candidate Recommendation Committee |
1) | The term for outside director candidate Dennis Chan and non-standing director candidate Hong-Tae Kim is from the time of appointment at the AGM held in Mar. 2020 to the end of the AGM held in Mar. 2022 |
2) | The term for standing director Won-Duk Lee is from the time of appointment at the AGM held in Mar. 2020 to the end of the AGM held in Mar. 2021 |
3) | The term for standing director Tae-Seung Son is from the time of appointment at the AGM held in Mar. 2020 to the end of the AGM held in Mar. 2023 |
[Experience]
Name |
Career Highlights |
Transactions | ||||||
3-1 | Dennis Chan |
2018-2019 2014-2018 2011-2014 2005-2011 |
Vice Chairman, Fubon Bank (China) Chief Executive Officer, Fubon Bank (China) Senior Vice President, Strategic Planning, Fubon Financial Holding Managing Director, Fullerton Financial Holdings |
None | ||||
3-2 | Hong-Tae Kim | 2018-Current 2017-2018 2015-2017 1999-2015 |
Head, Office of Creative Management, KDIC Deputy Head, Department of HR and Administration, KDIC Deputy Head, Task force for Strengthening Job Competency, KDIC Officer, Department of Fund Management & Etc., KDIC |
None | ||||
Won-Duk Lee |
2020-Current 2018-2020 |
Deputy President, Strategy Planning Unit, Woori Financial Group Executive Vice President, Management and Finance Planning Group, Woori Bank |
||||||
2017-2018 | Managing Director, Management and Finance Planning Group, Woori Bank | |||||||
3-3 | 2017-2017 2014-2017 2014-2014 2013-2014 2012-2013 2009-2012 |
Managing Director, Future Strategy Division, Woori Bank Senior General Manager, Future Strategy Department, Woori Bank General Manager, Strategy Business Department, Woori Bank General Manager, Strategy & Planning Department, Woori Financial Group General Manager, Global Strategy Department, Woori Financial Group General Manager, Treasury Department, Woori Bank |
None | |||||
3-4 | Tae-Seung Son |
2019-Current 2017-Current 2014-2017 2014-2014 2012-2014 |
Chief Executive Officer, Woori Financial Group President and Chief Executive Officer, Woori Bank Head, Global Business Unit, Woori Bank Managing Director, Financial Market Business Group, Woori Bank Senior General Manager, Gwanak-Dongjak Regional Banking Headquarters, Woori Bank |
None | ||||
2010-2012 | Managing Director, Woori Financial Group |
Name |
Delinquent tax payments |
Executive officer of any insolvent company |
Grounds for potential | |||||
3-1 | Dennis Chan | None | None | None | ||||
3-2 | Hong-Tae Kim | None | None | None | ||||
3-3 | Won-Duk Lee | None | None | None | ||||
3-4 | Tae-Seung Son | None | None | None |
[Execution Plan of Candidates (for appointment of outside directors only)]
| Candidate: Dennis Chan |
1) Expertise
| This candidate holds a masters degree in business administration and has played a key role in various areas including marketing, corporate sales and strategic planning at leading global banks such as ABN AMRO, Citibank and Fubon Bank. This candidate has professional experience in the finance industry, having served as the Chief Executive Officer of Chinas Fubon Bank from 2014 to 2018 in particular. |
2) Independence
| This candidate has no business relations with either the largest shareholder or the Company and will perform his duties fairly and independently for the benefit of all shareholders and financial consumers. |
3) Job performance
| In order to achieve the Companys management goal of becoming a leading comprehensive financial group through customer trust and innovation, this candidate will faithfully make proposals for the advancement of the Company and carry out internal control supervision activities to advance the Company based on his expertise and independence |
[Reasons for recommendation by the Board of Directors]
| Candidate: Dennis Chan |
| This candidate holds a masters degree in business administration and has played a key role in various areas including marketing, corporate sales and strategic planning at leading global banks such as ABN AMRO, Citibank and Fubon Bank. This candidate has expertise and extensive experience in the financial industry, having served as the Chief Executive Officer of Chinas Fubon Bank from 2014 to 2018 in particular. |
| Recommended as an outside director as this candidate is expected to contribute to the Companys advancement through his expertise and experience. |
| Candidate: Hong-Tae Kim |
| This candidate majored in economics, has past work experience at a securities company and a bank and was engaged in personnel and management operations at the Korea Deposit Insurance Corporation and therefore has extensive expertise and experience in the financial industry. |
| Recommended as a non-standing director as this candidate is expected to contribute to the Companys advancement through his expertise and experience. |
| Candidate: Won-Duk Lee |
| This candidate is currently in charge of corporate strategy of the Company as Deputy President. The candidate previously served as General Manager of the Treasury Department and Senior General Manager of the Future Strategy Department, and from December 2018 to February 2020, served as Executive Vice President of Woori Banks Management and Finance Planning Group, contributing to the Banks achievement of record earnings. |
| Recommended as a standing director as this candidate is expected to contribute to the Companys continued growth and increase in customer and shareholder value through his expertise and experience. |
| Candidate: Tae-Seung Son |
| Since the Companys establishment, this candidate has achieved clear qualitative growth that contributes to both current and future development by laying down the foundation for the diversification of profits and the expansion of synergies through successful mergers and acquisitions in the non-banking sector including Tong Yang, ABL Asset Management and International Asset Trust, building strong financial performance and simultaneously achieving the industrys strongest asset quality ratio and the expansion of global operations to over 10% of total earnings. |
| Recommended as the next representative director based on his proven management skills, stable management capabilities and presentation of a plan for the Companys future. He is deemed to be the best candidate for the Companys continued growth and maximization of shareholder profits through the increase of company valuation. |
4. Approval of directors compensation limit
Item |
2020 |
2019 | ||
Number of Directors (Number of Outside Directors) |
9 (6) | 7 (5) | ||
Compensation Limit | 3.2 billion won | 3.2 billion won | ||
Total Compensation | 1.04 billion won |
* | Allocation within the total compensation limit delegated to the board of directors (Board Compensation Committee). |
* | Performance-based stock compensation excluded. |
Appendix A. Financial Statements for FY2019
For further information, please refer to the Audit Reports to be furnished to the U.S. Securities and Exchange Commission as an exhibit to the Form 6-K. The Audit Reports will be available on the U.S. Securities and Exchange Commission website at www.sec.gov.
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2019 AND 2018
December 31, 2019 |
December 31, 2018 |
|||||||
(Korean Won in millions) | ||||||||
ASSETS | ||||||||
Cash and cash equivalents |
6,392,566 | 6,747,894 | ||||||
Financial assets at fair value through profit or loss (FVTPL) |
8,069,144 | 6,126,316 | ||||||
Financial assets at financial assets at fair value through other comprehensive income (FVTOCI) |
27,730,531 | 18,063,423 | ||||||
Securities at amortized cost |
20,320,539 | 22,932,559 | ||||||
Loans and other financial assets at amortized cost |
293,717,693 | 282,457,578 | ||||||
Investments in joint ventures and associates |
806,360 | 361,766 | ||||||
Investment properties |
280,239 | 378,196 | ||||||
Premises and equipment |
3,364,716 | 2,450,492 | ||||||
Intangible assets and goodwill |
844,110 | 597,520 | ||||||
Assets held for distribution (sale) |
10,556 | 17,912 | ||||||
Net defined benefit asset |
2,582 | | ||||||
Current tax assets |
47,367 | 20,730 | ||||||
Deferred tax assets |
39,544 | 59,641 | ||||||
Derivative assets (designated for hedging) |
121,131 | 35,503 | ||||||
Other assets |
233,646 | 197,653 | ||||||
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Total assets |
361,980,724 | 340,447,183 | ||||||
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LIABILITIES | ||||||||
Financial liabilities at FVTPL |
2,958,302 | 2,282,686 | ||||||
Deposits due to customers |
264,685,578 | 248,690,939 | ||||||
Borrowings |
18,998,920 | 16,202,986 | ||||||
Debentures |
30,858,055 | 28,735,862 | ||||||
Provisions |
443,980 | 391,313 | ||||||
Net defined benefit liability |
92,470 | 173,109 | ||||||
Current tax liabilities |
182,690 | 159,078 | ||||||
Deferred tax liabilities |
134,322 | 18,156 | ||||||
Derivative liabilities (Designated for hedging) |
6,837 | 51,408 | ||||||
Other financial liabilities |
17,706,767 | 21,442,524 | ||||||
Other liabilities |
420,471 | 346,078 | ||||||
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Total liabilities |
336,488,392 | 318,494,139 | ||||||
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(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2019 AND 2018 (CONTINUED)
December 31, 2019 |
December 31, 2018 |
|||||||
(Korean Won in millions) | ||||||||
EQUITY | ||||||||
Owners equity |
21,510,370 | 21,739,931 | ||||||
Capital stock |
3,611,338 | 3,381,392 | ||||||
Hybrid securities |
997,544 | 3,161,963 | ||||||
Capital surplus |
626,295 | 285,889 | ||||||
Other equity |
(2,249,322 | ) | (2,213,970 | ) | ||||
Retained earnings |
||||||||
(Regulatory reserve for credit loss as of December 31, 2019 and 2018 is 2,356,246 million Won and 2,578,457 million Won, respectively |
||||||||
Regulatory reserve for credit loss to be reserved (reversed) as of December 31, 2019 and 2018 is 191,301 million Won and (-) 222,211 million Won, respectively |
||||||||
Planned provision of regulatory reserved (reversed) for credit loss as of December 31, 2019 and 2018 is 191,301 million Won and (-) 222,211 million Won, respectively |
18,524,515 | 17,124,657 | ||||||
Non-controlling interests |
3,981,962 | 213,113 | ||||||
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Total equity |
25,492,332 | 21,953,044 | ||||||
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|||||
Total liabilities and equity |
361,980,724 | 340,447,183 | ||||||
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WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
2019 | 2018 | |||||||
(Korean Won in millions, except for per share data) |
||||||||
Interest income |
10,576,770 | 9,684,499 | ||||||
Financial assets at FVTPL |
50,619 | 54,243 | ||||||
Financial assets at FVTOCI |
474,751 | 280,371 | ||||||
Financial assets at amortized cost |
10,051,400 | 9,349,885 | ||||||
Interest expense |
(4,683,064 | ) | (4,033,548 | ) | ||||
|
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|
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Net interest income |
5,893,706 | 5,650,951 | ||||||
Fees and commissions income |
1,709,326 | 1,680,764 | ||||||
Fees and commissions expense |
(606,698 | ) | (610,790 | ) | ||||
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|
|||||
Net fees and commissions income |
1,102,628 | 1,069,974 | ||||||
Dividend income |
107,959 | 90,552 | ||||||
Net gain on financial instruments at FVTPL |
25,455 | 214,443 | ||||||
Net gain on financial assets at FVTOCI |
11,015 | 2,047 | ||||||
Net gain arising on financial assets at amortized cost |
102,115 | 79,532 | ||||||
Net gain on disposals of securities at amortized cost |
| 431 | ||||||
Net gain on disposals of loans and other financial assets at amortized cost |
102,115 | 79,101 | ||||||
Impairment losses due to credit loss |
(374,244 | ) | (329,574 | ) | ||||
General and administrative expenses |
(3,766,077 | ) | (3,624,033 | ) | ||||
Other net operating expenses |
(302,581 | ) | (394,591 | ) | ||||
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Operating income |
2,799,976 | 2,759,301 | ||||||
Share of profits (losses) of joint ventures and associates |
83,997 | 3,019 | ||||||
Other non-operating income (expense) |
(160,924 | ) | 42,552 | |||||
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|
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Non-operating income (expense) |
(76,927 | ) | 45,571 | |||||
Net income before income tax expense |
2,723,049 | 2,804,872 | ||||||
Income tax expense |
(685,453 | ) | (753,223 | ) |
(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR YEARS ENDED DECEMBER 31, 2019 AND 2018 (CONTINUED)
2019 | 2018 | |||||||
(Korean Won in millions, except for per share data) |
||||||||
Net income |
||||||||
(Net income after the provision of regulatory reserve for credit loss for the years ended December 31, 2019 and 2018, is 1,846,295 million won and 2,010,774 million won, respectively) (Note 28) |
2,037,596 | 2,051,649 | ||||||
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Items that will not be reclassified to profit or loss: |
||||||||
Net loss on valuation of equity securities at FVTOCI |
(58,129 | ) | (30,855 | ) | ||||
Net gain on valuation of financial liabilities designated at FVTPL due to own credit risk |
| 100 | ||||||
Remeasurement gain (loss) related to defined benefit plan |
(34,648 | ) | (84,629 | ) | ||||
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(92,777 | ) | (115,384 | ) | |||||
Items that may be reclassified to profit or loss: |
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Net gain on valuation of debt securities at FVTOCI |
43,988 | 33,360 | ||||||
Share of other comprehensive gain of joint ventures and associates |
613 | 2,958 | ||||||
Net gain (loss) on foreign currency translation of foreign operations |
101,781 | (4,379 | ) | |||||
Net loss on valuation of cash flow hedge |
(1,823 | ) | (4,646 | ) | ||||
Other comprehensive income on valuation of assets held for sale |
| (4,145 | ) | |||||
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144,559 | 23,148 | |||||||
Other comprehensive income (loss), net of tax |
51,782 | (92,236 | ) | |||||
Total comprehensive income |
2,089,378 | 1,959,413 | ||||||
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Net income attributable to: |
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Net income attributable to shareholders |
1,872,207 | 2,033,182 | ||||||
Net income attributable to non-controlling interests |
165,389 | 18,467 | ||||||
Total comprehensive income attributable to: |
||||||||
Comprehensive income attributable to shareholders |
1,914,393 | 1,943,885 | ||||||
Comprehensive income attributable to non-controlling interests |
174,985 | 15,528 | ||||||
Net income per share |
||||||||
Basic and diluted earnings per share (In Korean Won) |
2,727 | 2,796 |
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR YEARS ENDED DECEMBER 31, 2019 AND 2018
Capital Stock |
Hybrid securities |
Capital surplus |
Other equity |
Retained earnings |
Shareholders equity in total |
Non-controlling interests |
Total equity |
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(Korean Won in millions) | ||||||||||||||||||||||||||||||||
January 1, 2018 |
3,381,392 | 3,017,888 | 285,880 | (1,939,274 | ) | 15,620,006 | 20,365,892 | 199,008 | 20,564,900 | |||||||||||||||||||||||
Cumulative effect of change in accounting policy |
| | | (392,176 | ) | 177,091 | (215,085 | ) | 723 | (214,362 | ) | |||||||||||||||||||||
Adjusted balance, beginning of period |
3,381,392 | 3,017,888 | 285,880 | (2,331,450 | ) | 15,797,097 | 20,150,807 | 199,731 | 20,350,538 | |||||||||||||||||||||||
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Net income |
| | | | 2,033,182 | 2,033,182 | 18,467 | 2,051,649 | ||||||||||||||||||||||||
Dividends to common stocks |
| | | | (336,636 | ) | (336,636 | ) | (2,128 | ) | (338,764 | ) | ||||||||||||||||||||
Change in capital of subsidiaries |
| | 9 | | | 9 | (18 | ) | (9 | ) | ||||||||||||||||||||||
Net gain on valuation of financial liabilities designated as at FVTPL due to own credit risk |
| | | 100 | | 100 | | 100 | ||||||||||||||||||||||||
Changes in other comprehensive income due to redemption of financial liabilities designated as at FVTPL |
| | | (4 | ) | 4 | | | | |||||||||||||||||||||||
Net gain (loss) on valuation of financial assets at FVTOCI |
| | | 2,733 | | 2,733 | (228 | ) | 2,505 | |||||||||||||||||||||||
Changes in other comprehensive income due to disposal of equity securities at FVTOCI |
| | | (1,009 | ) | 1,009 | | | | |||||||||||||||||||||||
Changes in capital due to equity method |
| | | 2,958 | (10,647 | ) | (7,689 | ) | | (7,689 | ) | |||||||||||||||||||||
Loss on foreign currency translation of foreign operations |
| | | (1,929 | ) | | (1,929 | ) | (2,450 | ) | (4,379 | ) | ||||||||||||||||||||
Loss on valuation of cash flow hedge |
| | | (4,646 | ) | | (4,646 | ) | | (4,646 | ) | |||||||||||||||||||||
Remeasurement loss related to defined benefit plan |
| | | (84,368 | ) | | (84,368 | ) | (261 | ) | (84,629 | ) | ||||||||||||||||||||
Capital related to assets held for distribution (sale) |
| | | (4,145 | ) | | (4,145 | ) | | (4,145 | ) | |||||||||||||||||||||
Dividends to hybrid securities |
| | | | (151,194 | ) | (151,194 | ) | | (151,194 | ) | |||||||||||||||||||||
Issuance of hybrid securities |
| 398,707 | | | | 398,707 | | 398,707 | ||||||||||||||||||||||||
Redemption of hybrid securities |
| (254,632 | ) | | (368 | ) | | (255,000 | ) | | (255,000 | ) | ||||||||||||||||||||
Appropriation of retained earnings |
| | | 208,158 | (208,158 | ) | | | | |||||||||||||||||||||||
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December 31, 2018 |
3,381,392 | 3,161,963 | 285,889 | (2,213,970 | ) | 17,124,657 | 21,739,931 | 213,113 | 21,953,044 | |||||||||||||||||||||||
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January 1, 2019 |
3,381,392 | 3,161,963 | 285,889 | (2,213,970 | ) | 17,124,657 | 21,739,931 | 213,113 | 21,953,044 | |||||||||||||||||||||||
Net income |
| | | | 1,872,207 | 1,872,207 | 165,389 | 2,037,596 | ||||||||||||||||||||||||
Net loss on valuation of financial assets at FVTOCI |
| | | (14,101 | ) | | (14,101 | ) | (40 | ) | (14,141 | ) | ||||||||||||||||||||
Changes in other comprehensive income due to disposal of equity securities at FVTOCI |
| | | 29,368 | (29,368 | ) | | | | |||||||||||||||||||||||
Changes in capital due to equity method |
| | | 613 | | 613 | | 613 | ||||||||||||||||||||||||
Gain on foreign currency translation of foreign operations |
| | | 91,748 | | 91,748 | 10,033 | 101,781 | ||||||||||||||||||||||||
Loss on valuation of cash flow hedge |
| | | (1,823 | ) | | (1,823 | ) | | (1,823 | ) | |||||||||||||||||||||
Remeasurement loss related to defined benefit plan |
| | | (34,251 | ) | | (34,251 | ) | (397 | ) | (34,648 | ) | ||||||||||||||||||||
Dividends to common shares |
| | | | (437,626 | ) | (437,626 | ) | (2,014 | ) | (439,640 | ) | ||||||||||||||||||||
Acquisition of subsidiaries |
229,946 | | 339,828 | | | 569,774 | 69,534 | 639,308 | ||||||||||||||||||||||||
New stocks issue cost |
| | (1,013 | ) | | | (1,013 | ) | | (1,013 | ) | |||||||||||||||||||||
Net increase of treasury stocks |
| | | 4,245 | | 4,245 | | 4,245 | ||||||||||||||||||||||||
Issuance of hybrid securities |
| 997,544 | | | | 997,544 | 658,470 | 1,656,014 | ||||||||||||||||||||||||
Dividends to hybrid securities |
| | | | (4,362 | ) | (4,362 | ) | (134,421 | ) | (138,783 | ) | ||||||||||||||||||||
Redemption of hybrid securities |
| | | (277 | ) | | (277 | ) | (159,618 | ) | (159,895 | ) | ||||||||||||||||||||
Substitution of non-controlling interests in hybrid securities |
| (3,161,963 | ) | | | | (3,161,963 | ) | 3,161,963 | | ||||||||||||||||||||||
Changes in subsidiaries capital |
| | 1,591 | | | 1,591 | (50 | ) | 1,541 | |||||||||||||||||||||||
Appropriation of retained earnings |
| | | 368 | (368 | ) | | | | |||||||||||||||||||||||
Other changes in consolidated capital |
| | | (111,242 | ) | (625 | ) | (111,867 | ) | | (111,867 | ) | ||||||||||||||||||||
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December 31, 2019 |
3,611,338 | 997,544 | 626,295 | (2,249,322 | ) | 18,524,515 | 21,510,370 | 3,981,962 | 25,492,332 | |||||||||||||||||||||||
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WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
2019 | 2018 | |||||||
(Korean Won in millions) | ||||||||
Cash flows from operating activities: | ||||||||
Net income |
2,037,596 | 2,051,649 | ||||||
Adjustments to net income: | ||||||||
Income tax expense |
685,453 | 753,223 | ||||||
Interest income |
(10,576,770 | ) | (9,684,499 | ) | ||||
Interest expense |
4,683,064 | 4,033,548 | ||||||
Dividend income |
(107,959 | ) | (90,552 | ) | ||||
|
|
|
|
|||||
(5,316,212 | ) | (4,988,280 | ) | |||||
|
|
|
|
|||||
Additions of expenses not involving cash outflows: | ||||||||
Impairment loss due to credit loss |
374,244 | 329,574 | ||||||
Loss on financial assets at FVTOCI |
1,375 | 1,053 | ||||||
Loss on derivatives (designated for hedge) |
3,686 | 36,483 | ||||||
Loss on fair value hedge |
86,214 | 17,299 | ||||||
Loss on other provisions |
25,959 | 28,350 | ||||||
Loss on valuation of investments in joint ventures and associates |
19,778 | 22,772 | ||||||
Loss on disposal of investments in joint venture and associates |
| 2,931 | ||||||
Retirement benefit |
165,125 | 142,712 | ||||||
Depreciation and amortization |
505,718 | 272,550 | ||||||
Loss on disposal of premises and equipment, intangible assets and other assets |
3,433 | 1,160 | ||||||
Impairment loss on premises and equipment, intangible assets and other assets |
28,295 | 87 | ||||||
|
|
|
|
|||||
1,213,827 | 854,971 | |||||||
|
|
|
|
|||||
Deductions of income not involving cash inflows: | ||||||||
Gain on valuation of financial assets at FVTPL |
246,175 | 215,711 | ||||||
Gain on redemption of debentures |
| 1,597 | ||||||
Gain on securities at FVTOCI |
12,390 | 3,100 | ||||||
Gain on securities at amortized cost |
| 431 | ||||||
Gain on derivatives (designated for hedge) |
126,651 | 35,810 | ||||||
Gain on fair value hedge |
231 | 42,797 | ||||||
Gain on other provisions |
4,586 | 2,014 | ||||||
Gain on valuation of investments in joint ventures and associates |
103,775 | 25,791 | ||||||
Gain on disposal of investments in joint ventures and associates |
| 50,511 | ||||||
Gain on disposal of premises and equipment, intangible assets and other assets |
1,632 | 30,278 | ||||||
Reversal of impairment loss on premises and equipment, intangible assets and other assets |
89 | 761 | ||||||
|
|
|
|
|||||
495,529 | 408,801 | |||||||
|
|
|
|
|||||
Changes in operating assets and liabilities: | ||||||||
Financial assets at FVTPL |
(501,593 | ) | 670,872 | |||||
Loans and other financial assets at amortized cost |
(11,174,450 | ) | (15,718,714 | ) | ||||
Other assets |
93,616 | 32,328 | ||||||
Deposits due to customers |
15,991,181 | 13,995,747 | ||||||
Provisions |
41,140 | (11,920 | ) | |||||
Net defined benefit liability |
(293,008 | ) | (135,313 | ) | ||||
Other financial liabilities |
(4,621,815 | ) | 7,411,617 | |||||
Other liabilities |
30,182 | 96,900 | ||||||
|
|
|
|
|||||
(434,747 | ) | 6,341,517 | ||||||
|
|
|
|
|||||
Cash received from operating activities: | ||||||||
Interest income received |
10,489,700 | 9,617,201 | ||||||
Interest expense paid |
(4,384,351 | ) | (3,847,275 | ) | ||||
Dividends received |
107,940 | 90,651 | ||||||
Income tax paid |
(552,215 | ) | (551,560 | ) | ||||
|
|
|
|
|||||
5,661,074 | 5,309,017 | |||||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
2,666,009 | 9,160,073 | ||||||
|
|
|
|
(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (CONTINUED)
2019 | 2018 | |||||||
(Korean Won in millions) | ||||||||
Cash flows from investing activities: | ||||||||
Cash in-flows from investing activities: |
||||||||
Disposal of financial assets at FVTPL |
11,382,829 | 11,919,335 | ||||||
Disposal of financial assets at FVTOCI |
14,327,814 | 9,146,307 | ||||||
Redemption of securities at amortized cost |
8,709,947 | 9,426,757 | ||||||
Disposal of investments in joint ventures and associates |
30,120 | 51,435 | ||||||
Disposal of investment properties |
193 | 3,512 | ||||||
Disposal of premises and equipment |
7,735 | 5,545 | ||||||
Disposal of intangible assets |
939 | 9,199 | ||||||
Disposal of assets held for distribution (sale) |
5,594 | 80,347 | ||||||
Decrease in deposits |
4,026 | | ||||||
|
|
|
|
|||||
34,469,197 | 30,642,437 | |||||||
|
|
|
|
|||||
Cash out-flows from investing activities: |
||||||||
Net cash in-flows of business combination |
296,813 | 134,967 | ||||||
Increase in money on deposits |
1,130,000 | |||||||
Acquisition of financial assets at FVTPL |
11,860,103 | 12,322,160 | ||||||
Acquisition of financial assets at FVTOCI |
23,752,515 | 13,275,429 | ||||||
Acquisition of securities at amortized cost |
6,092,078 | 15,622,847 | ||||||
Acquisition of investments in joint ventures and associates |
389,096 | 48,272 | ||||||
Acquisition of investment properties |
70,346 | 15,195 | ||||||
Acquisition of premises and equipment |
429,547 | 118,668 | ||||||
Acquisition of intangible assets |
126,342 | 176,067 | ||||||
Increase in deposits |
2,945 | | ||||||
|
|
|
|
|||||
44,149,785 | 41,713,605 | |||||||
|
|
|
|
|||||
Net cash used in investing activities |
(9,680,588 | ) | (11,071,168 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: | ||||||||
Cash in-flows from financing activities: |
||||||||
Net increase in borrowings |
3,140,120 | 1,257,121 | ||||||
Issuance of debentures |
25,510,713 | 21,505,849 | ||||||
Increase in rental deposits |
242 | | ||||||
Issuance of hybrid securities |
1,656,014 | 398,707 | ||||||
Retirement of treasury stocks |
760,101 | | ||||||
|
|
|
|
|||||
31,067,190 | 23,161,677 | |||||||
|
|
|
|
|||||
Cash out-flows from financing activities: |
||||||||
Redemption of debentures |
23,651,949 | 20,903,518 | ||||||
Decrease in rental deposits |
257 | | ||||||
Redemption of lease liabilities |
225,923 | | ||||||
New stock issue cost |
17,337 | | ||||||
Acquisition of treasury stocks |
184,164 | | ||||||
Dividends paid |
437,626 | 336,636 | ||||||
Redemption of hybrid securities |
159,619 | 255,000 | ||||||
Dividends paid to hybrid securities |
138,784 | 147,625 | ||||||
Dividends paid to non-controlling interest |
2,014 | 2,128 | ||||||
Capital increase with consideration for non-controlling interest |
50 | | ||||||
|
|
|
|
|||||
24,817,723 | 21,644,907 | |||||||
|
|
|
|
|||||
Net cash provided by financing activities |
6,249,467 | 1,516,770 | ||||||
|
|
|
|
|||||
Net decrease in cash and cash equivalents |
(765,112 | ) | (394,325 | ) | ||||
Cash and cash equivalents, beginning of the period |
6,747,894 | 6,908,286 | ||||||
Effects of exchange rate changes on cash and cash equivalents |
409,784 | 233,933 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of the period |
6,392,566 | 6,747,894 | ||||||
|
|
|
|
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2019
December 31, 2019 | ||||
(Korean Won in millions) | ||||
ASSETS |
||||
Cash and cash equivalents |
43,670 | |||
Financial assets at fair value through profit or loss (FVTPL) |
9,434 | |||
Loans and other financial assets at amortized cost |
1,269,203 | |||
Investments in subsidiaries |
19,873,593 | |||
Premises and equipment |
7,383 | |||
Intangible assets |
3,310 | |||
|
|
|||
Total assets |
21,206,593 | |||
|
|
|||
LIABILITIES |
||||
Debentures |
947,679 | |||
Provisions |
600 | |||
Net defined benefit liability |
3,482 | |||
Current tax liabilities |
133,526 | |||
Deferred tax liabilities |
154 | |||
Other financial liabilities |
10,745 | |||
Other liabilities |
4,142 | |||
|
|
|||
Total liabilities |
1,100,328 | |||
|
|
|||
EQUITY |
||||
Owners equity: |
||||
Capital stock |
3,611,338 | |||
Hybrid security |
997,544 | |||
Capital surplus |
14,874,084 | |||
Other equity |
(631 | ) | ||
Retained Earnings |
||||
(Regulatory reserve for credit loss has no balance. |
||||
Regulatory reserve for credit loss to be reserved is 692 million Won. |
||||
Planned provision of regulatory reserve for credit loss is 692 million Won) |
623,930 | |||
|
|
|||
Total equity |
20,106,265 | |||
|
|
|||
Total liabilities and equity |
21,206,593 | |||
|
|
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PEIOD FROM JANUARY 11, 2019 (DATE OF INCORPOTATION) TO DECEMBER 31, 2019
For the period from January 11, 2019 (Date of incorporation) to December 31, 2019 |
||||
(Korean Won in millions, except for per share data) |
||||
Interest income |
7,741 | |||
Interest expense |
7,701 | |||
|
|
|||
Net interest income (Note 8,18 and 28) |
40 | |||
Fees and commissions income |
| |||
Fees and commissions expense |
15,833 | |||
|
|
|||
Net fees and commissions loss (Note 19 and 28) |
(15,833 | ) | ||
Dividend income (Note 20 and 28) |
676,000 | |||
Net gain or loss on financial assets at fair value through profit or loss (FVTPL) (Note 8 and 21) |
9,434 | |||
Impairment on credit loss (Note 8, 22 and 28) |
(263 | ) | ||
General and administrative expenses (Notes 23 and 28) |
(39,941 | ) | ||
|
|
|||
Operating income |
629,437 | |||
Net other non-operating expense |
(750 | ) | ||
|
|
|||
Non-operating loss (Note 24) |
(750 | ) | ||
|
|
|||
Net income before income tax expense |
628,687 | |||
Income tax expense (Note 25) |
394 | |||
|
|
|||
Net income for the period |
||||
(Adjusted net income after the provision of regulatory reserve: |
||||
For the period from January 11, 2019 (Date of incorporation) to December 31, 2019: 627,601 million Won) (Note 17) |
628,293 | |||
|
|
|||
Remeasurement of the net defined benefit liability |
(631 | ) | ||
|
|
|||
Other comprehensive loss, net of tax |
(631 | ) | ||
|
|
|||
Total comprehensive income |
627,662 | |||
|
|
|||
Basic and diluted income per share (in Korean Won) |
900 |
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF CHANGES IN EQUITY
FOR THE PERIOD FROM JANUARY 11, 2019 (DATE OF INCORPORATION) TO DECEMBER 31, 2019
Capital stock |
Capital surplus |
Hybrid Security |
Other equity |
Retained Earnings |
Total equity |
|||||||||||||||||||
(Korean Won in millions) | ||||||||||||||||||||||||
January 11, 2019 |
||||||||||||||||||||||||
(Date of incorporation) |
3,400,822 | 14,565,637 | | | | 17,966,459 | ||||||||||||||||||
New stock issuance |
||||||||||||||||||||||||
(Comprehensive stock exchange) |
210,516 | 309,460 | | | | 519,976 | ||||||||||||||||||
New stock issuance costs |
| (1,013 | ) | | | | (1,013 | ) | ||||||||||||||||
Net income |
| | | | 628,293 | 628,293 | ||||||||||||||||||
Remeasurement of the net defined benefit liability |
| | | (631 | ) | | (631 | ) | ||||||||||||||||
Issuance of hybrid security |
| | 997,544 | | | 997,544 | ||||||||||||||||||
Dividends to hybrid security |
| | | | (4,363 | ) | (4,363 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
December 31, 2019 |
3,611,338 | 14,874,084 | 997,544 | (631 | ) | 623,930 | 20,106,265 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 11, 2019 (DATE OF INCORPORTAION) TO DECEMBER 31, 2019
For the period from January 11, 2019 (Date of incorporation) to December 31, 2019 |
||||
(Korean Won in millions) | ||||
Cash flows from operating activities: |
||||
Net income |
628,293 | |||
Adjustments: |
||||
Income tax expense |
394 | |||
Interest income |
(7,741 | ) | ||
Interest expense |
7,701 | |||
Dividend income |
(676,000 | ) | ||
|
|
|||
(675,646 | ) | |||
|
|
|||
Additions of expenses not involving cash outflows: |
||||
Impairment on credit loss |
263 | |||
Retirement benefits |
4,899 | |||
Depreciation and amortization |
4,098 | |||
|
|
|||
9,260 | ||||
|
|
(continued)
Deductions of incomes not involving cash in-flows: |
||||
Net gain or loss on financial assets at fair value through profit or loss |
9,434 | |||
|
|
|||
9,434 | ||||
|
|
|||
Changes in operating assets and liabilities: |
||||
Loans and other financial assets at amortized cost |
(1,365 | ) | ||
Net defined benefit liabilities |
(1,687 | ) | ||
Other financial liabilities |
7,055 | |||
Other liabilities |
4,142 | |||
|
|
|||
8,145 | ||||
|
|
|||
Interest income received |
4,082 | |||
Interest expense paid |
(6,097 | ) | ||
Dividend income received |
676,000 | |||
|
|
|||
Net cash used in operating activities |
634,603 | |||
|
|
|||
Cash flows from investing activities: |
||||
Cash in-flows from investing activities |
| |||
Cash out-flows from investing activities: |
||||
Acquisition of investments subsidiaries |
1,370,785 | |||
Acquisition of premises and equipment |
6,722 | |||
Acquisition of intangible assets |
4,630 | |||
Increase in guarantee deposits for leases |
955 | |||
Increase in other investment assets |
1,130,000 | |||
|
|
|||
2,513,092 | ||||
|
|
|||
Net cash used in investing activities |
(2,513,092 | ) | ||
|
|
|||
Cash flows from financing activities: |
||||
Cash in-flows from financing activities: |
||||
Increase in borrowings |
64,769 | |||
Issuance of debentures |
947,604 | |||
Issuance of hybrid security |
997,544 | |||
|
|
|||
2,009,917 | ||||
|
|
|||
Cash out-flows from financing activities: |
||||
Decrease in borrowings |
64,769 | |||
Repayment of lease liabilities |
1,289 | |||
New stock issuance costs |
17,337 | |||
Dividends to hybrid security |
4,363 | |||
|
|
|||
87,758 | ||||
|
|
|||
Net cash provided by financing activities |
1,922,159 | |||
|
|
|||
Net increase in cash and cash equivalents |
43,670 | |||
Cash and cash equivalents, date of incorporation |
| |||
|
|
|||
Cash and cash equivalents, end of the year |
43,670 | |||
|
|
Appendix B. Approval of amendments to the Articles of Incorporation (the AOI)
Before Amendment |
After Amendment |
Reasons for Amendment | ||
Article 1~Article 8 (Omitted) | Article 1~Article 8 (Same as the left column) | |||
Article 9 (Share Certificates) Share certificates of the Company shall be issued in the eight denominations of 1, 5, 10, 50, 100, 500, 1,000 and 10,000 shares, which may be split or reverse split upon request by shareholders. |
Article 9 (Electronic Registration of Rights to be Indicated on Share and Warrant Certificates) The Company shall electronically register the rights to be indicated on its share certificates and warrant certificates on the electronic registrar of the electronic registration agency, in lieu of issuing share certificates and warrant certificates. |
Delete provision on types of share certificates and establish grounds for mandatory electronic registration of shares | ||
Article 10~13 (Omitted) | Article 10~13 (Same as the left column) | |||
Article 14 (Qualifications of Directors) (1) ~ (2) (Omitted) (3) The Companys registry of shareholders or a copy shall be kept at the office of the transfer agent. The Company shall cause the transfer agent to handle the recordation of changes in the registry of shareholders, registration of creation and cancellation of pledges over shares, indication of trust assets and cancellation thereof with respect to shares, issuance of share certificates, receipt of reports and other matters related to shares. (4) (Omitted) |
Article 14 (Same as the left column) (1) ~ (2) (Same as the left column) (3) The Companys registry of shareholders or a copy shall be kept at the office of the transfer agent. The Company shall cause the transfer agent to handle the electronic registration of shares, the management of the registry of shareholders and other matters related to shares. (4) (Same as the left column) |
Reflect changes in administrative procedures relating to shareholders due to mandatory electronic registration of shares | ||
Article 15 (Report of Addresses, Names and Seals or Signatures of Shareholders and Others) (1) Shareholders and registered pledgees shall file their names, addresses and seals or signatures with the office of the transfer agent. (2) Shareholders and registered pledgees who reside in a foreign country should report appointed agents and the places in Korea to which notices are to be sent. (3) The same shall apply in case of any changes in the matters referred to in Paragraphs (1) and (2) above. |
Article 15 (Deleted) | No longer required for shareholders to report information to the transfer agent when shares are electronically registered |
Article 16 (Omitted) | Article 16 (Same as the left column) | |||
Article 17 (Issuance of Bonds) (1) ~ (2) (Omitted) (3) The Company may register bonds in the electronic registry of an electronic registration agency in lieu of issuing the bond certificates as set forth in Paragraph (1). |
Article 17 (Same as the left column) (1) ~ (2) (Same as the left column) (3) (Deleted) |
Deleted as it is duplicative of Article 9 which provides the grounds for electronic registration | ||
Article 18~21 (Omitted) | Article 18~21 (Same as the left column) | |||
Article 22 (Applicable Provisions for the Issuance of Bonds) With respect to issuance of bonds, Articles 14 and 15 shall apply mutatis mutandis thereto. | Article 22 (Same as the left column) With respect to issuance of bonds, Article 14 shall apply mutatis mutandis thereto. |
Deleted Article 15 | ||
Article 22-2 (Newly Inserted) | Article 22-2 (Electronic Registration of Rights to be Indicated on Bonds, etc.) The Company shall electronically register rights to be indicated on its certificates of bonds, share-related bonds (e.g., convertible bonds, bonds with warrants) and contingent capital securities on the electronic registrar of the electronic registration agency, in lieu of issuing certificates of bonds, share-related bonds and contingent capital securities. |
Establish grounds for mandatory electronic registration | ||
Article 23~35 (Omitted) | Article 23~35 (Same as the left column) | |||
Article 36 (Election of Directors) (1) (Omitted) (2) Representative Director, outside Directors and Audit Committee members shall be elected among those recommended by the Officer Candidate Recommendation Committee. |
Article 36 (Same as the left column) (1) (Same as the left column) (2) The Representative Director, outside Directors and Audit Committee members shall be recommended by the Officer Candidate Recommendation Committee. |
For clarification purposes |
Article 37~47 (Omitted) | Article 37~47 (Same as the left column) | |||
Article 48 (Committees within the Board of Directors) (1) The Company shall have the following committees within the Board of Directors: 1. Officer Candidate Recommendation Committee; 2. Audit Committee; 3. Risk Management Committee; 4. Compensation Committee; and |
Article 48 (Same as the left column) (1) (Same as the left column) 1.~4. (Same as the left column) |
|||
5. Committee for Recommendation of Candidate for Officer of Group. 6. (Newly Inserted) (2) (Omitted) |
5. Subsidiary Representative Director Candidate Recommendation Committee; and 6. Internal Control Management Committee. (2) (Same as the left column) |
Renamed committee and newly established internal control management committee | ||
Article 49~62 (Omitted) | Article 49~62 (Same as the left column) | |||
(New insertion of Addenda) | These Articles of Incorporation shall become effective as of March 25, 2020. | Approval date of shareholders meeting |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Woori Financial Group Inc. | ||||||
(Registrant) | ||||||
Date: March 3, 2020 | By: /s/ Kyong-Hoon Park | |||||
(Signature) | ||||||
Name: Kyong-Hoon Park | ||||||
Title: Deputy President |
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