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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 2023
Commission File Number: 001-31811
Woori Financial Group Inc.
(Translation of registrant’s name into English)
51, Sogong-ro, Jung-gu, Seoul, 04632, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
51, Sogong-ro,
Jung-gu, Seoul, 04632 Korea
March 6, 2023
Dear Shareholders,
On behalf of Woori Financial Group (the “Company”, “WFG” or “we”), I would like to express my gratitude to all of our esteemed shareholders for your unwavering trust and support.
WFG was able to post record performance in 2022, with a net income of approximately 3.14 trillion won, achieving growth of 21.4% year on year. Additionally, we demonstrated our ability to maintain exceptional asset quality through effective risk management, with NPL ratio and coverage ratio of 0.31% and 214.2% respectively.
As a result of our strong performance, the Board confirmed a dividend of 1,130 won per share for FY 2022, including an interim dividend of 150 won per share, representing a 25.6% increase from its previous year.
To further facilitate better planning and predictability of our dividends, we will be proposing some amendments to the Articles of Incorporation at the upcoming March annual general meeting of the shareholders (“AGM”). These amendments will enable the provision of quarterly dividends and change the procedure for determining the record date for fiscal year-end dividends.
The Company acknowledges that recent incidents of mis-selling and employee embezzlement have raised concerns among shareholders and customers. As a response, we have implemented comprehensive measures to improve our internal control and consumer protection systems. A key aspect of this plan involves enhancing the Board’s ability to oversee internal controls. To achieve this goal, we will be proposing the integration of the Internal Control Management Committee to the Audit Committee and appointing an additional director with prior experience on the Internal Control Management Committee. These actions will promote high standards of compliance and governance, and reduce the risk that similar events might occur in the future.
At the AGM, we will also be proposing the appointment of our Executive and Independent Directors. We have undertaken significant endeavors to meticulously select Board members with the aim of enhancing the professionalism and independence of the Board and advancing the standards of governance. We propose the appointment of Mr. Jong-Yong Yim as an Executive Director, and Mr. Su-Young Yun and Mr. Sung-Bae Ji as Independent Directors. We also propose the re-election of Mr. Chan-Hyoung Chung as an Independent Director, and propose the appointment of four new members to the Audit Committee, including- Mr. Chan-Hyoung Chung, Mr. Su-Young Yun, Mr. Sung-Bae Ji, and Mr. Yo-Hwan Shin.
On behalf of the Board, I would like to invite you to attend our upcoming AGM on Friday, March 24th, 2023. The AGM will be held at Woori Bank Head Office Building, Synergy Hall, 5th floor, 51, Sogong-ro, Jung-gu, Seoul, Korea. Please refer to the Convocation Notice for detailed information on proposals such as the director candidates’ professional highlights and reasons for nomination.
WFG deems that all of the proposed resolutions are in the best interest of the Company, its members, customers, and shareholders.
Sincerely,
Tae-Seung Son
Chief Executive Officer
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 (the “Company”) will be held as described hereunder and your attendance is cordially requested.
Description
| 1. Date and Time | March 24, 2023; 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 financial statements for the fiscal year 2022(Jan. 1, 2022 – Dec.31, 2022)
2. Approval of amendments to the Articles of Incorporation
3. Election of directors (2 Independent directors, 1 Executive director)
- 3-1 Candidate for Independent director : Chan-Hyoung Chung
- 3-2 Candidate for Independent director : Su-Young Yun
- 3-3 Candidate for Executive director : Jong-Yong Yim
4. Election of Independent director who will serve as an Audit Committee Member
- Candidate for Independent director who will serve as an Audit Committee Member : Sung-Bae Ji
5. Election of Audit Committee Members who are Independent directors
- 5-1 Candidate for Audit Committee Member who is an Independent director :
Chan-Hyoung Chung
- 5-2 Candidate for Audit Committee Member who is an Independent director :
Su-Young Yun
- 5-3 Candidate for Audit Committee Member who is an Independent director :
Yo-Hwan Shin
6. Approval of Maximum Limit on Directors’ Compensation | |
Reference Document for the Exercise of Voting Rights
1. Approval of financial statements for the fiscal year 2022 (Jan. 1, 2022 - Dec. 31, 2022)
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 on or prior to March 8, 2023.
2. Approval of amendments to the Articles of Incorporation (the “AOI”)
Please refer to Appendix B.
3. Appointment of directors
[ Candidates’ Information ]
| Name |
Date of Birth |
Director Classification |
Whether Directors who are member of the Audit Committee are elected separately |
Relationship with the Majority Shareholder |
Recommended by | |||||||
| 3-1 | Chan-Hyoung Chung |
Feb. 15, 1956 | Independent Director | No | None | Committee for Recommending Executive Officer Candidates | ||||||
| 3-2 | Su-Young Yun |
Dec. 7, 1961 | Independent Director | No | None | Committee for Recommending Executive Officer Candidates | ||||||
| 3-3 | Jong-Yong Yim |
Aug. 3, 1959 | Executive Director | No | None | Committee for Recommending Executive Officer Candidates | ||||||
| 1) | The term of the independent director candidate Chan-Hyong Chung is from the end of the AGM for FY2022 to the end of the AGM for FY2023 |
| 2) | The term of the independent director candidate Su-Young Yun is from the end of the AGM for FY2022 to the end of the AGM for FY2024 |
| 3) | The term of the executive director candidate Jong-Yong Yim is from the end of the AGM for FY2022 to the end of the AGM for FY2025 |
[ Experience ]
| Name |
Career Background |
Transactions | ||||||
| 3-1 | Chan-Hyoung Chung |
2019-Current 2018-Current 2018-2019 2015-2018 2015-2015 2007-2014 |
- Independent Director, Woori Financial Group - Independent Director, Woori Bank - Advisor, POSCO Capital - CEO, POSCO Capital - Vice Chairman, Korea Investment Management - CEO and President, Korea Investment Management |
None | ||||
| 3-2 | Su-Young Yun |
2016-2019
2010-2015 |
- Vice President, KIWOOM Securities Corp. (General Executive Director of Retail Business, Executive Director of Strategy Planning) - CEO, KIWOOM Asset Management |
None | ||||
| 3-3 | Jong-Yong Yim Note1) |
2021-Current 2020-Current 2018-2022 2015-2017 2013-2015 |
- Affiliated Professor, Department of Economics, Seoul National University - Advisor, Yulchon LLC - Special Professor, Yonsei University Graduate School of Economics - Chairman, Financial Services Commission - CEO, NongHyup Financial Group |
285 million Won Note2) | ||||
Note1) He is currently serving as independent directors at two other listed companies and will resign from these positions before the AGM for FY2022
Note2) These transactions were between the Company and Yulchon LLC over the past three years where the candidate serves as a non-standing advisor since 2020 and which has no other direct or indirect relationship with the candidate and do not constitute any basis for disqualification under the Act on Corporate of Governance of Financial Companies
| Name |
Delinquent tax payments |
Executive officer of any insolvent company |
Grounds for potential disqualification by law | |||||
| 3-1 | Chan-Hyoung Chung | None | None | None | ||||
| 3-2 | Su-Young Yun | None | None | None | ||||
| 3-3 | Jong-Yong Yim | None | None | None | ||||
[ Execution Plan of Candidates (for appointment of independent directors only) ]
• Candidate: Chan-Hyoung Chung
1) Expertise
- Based on his extensive experience and knowledge as a corporate executive, this candidate will contribute to the development of Woori Financial Group.
2) Independence
- This candidate will perform his duties impartially and independently for the benefit of all shareholders and financial consumers.
3) Job performance
- This candidate will faithfully perform supervisory activities such as internal control and recommendations for the development of the company based on his independence and expertise to realize Woori Financial Group’s vision.
• Candidate: Su-Young Yun
1) Expertise
- This candidate is a financial expert in securities and asset management and will contribute to the development of Woori Financial Group based on his expertise.
2) Independence
- This candidate will perform his duties impartially and independently for the benefit of all shareholders and financial consumers.
3) Job performance
- This candidate will faithfully perform supervisory activities such as internal control and recommendations for the development of the company based on his independence and expertise to realize Woori Financial Group’s vision.
[ Reasons for recommendation by the Board of Directors (the “Board”) ]
• Candidate: Chan-Hyoung Chung
- As a corporate executive with extensive experience and knowledge of the financial industry, this candidate makes rational decisions on issues related to financial and management issues and contributes significantly to the development of the Group. As his previous role as the Chairman of the Audit Committee, he is expected to play a central role in enhancing the Group’s corporate value in the future by actively communicating with management and the external auditor to improve the transparency of the Group’s finances and management and leading the derivation of reasonable decisions. The Board of Directors recommends this candidate’s re-election to maintain the stability and continuity of management.
• Candidate: Su-Young Yun
- This candidate is a financial expert who graduated from Seoul National University’s Department of Economics and has over 30 years of experience in the securities and asset management field, where he played key roles in sales support, business planning, and asset management. As the first CEO of an asset management company in 2010 and a vice president of a securities company in 2016, he has extensive experience and insight as a capital market executive. Based on this, the Board believes that this candidate will significantly contribute to enhancing the Board’s expertise in relation to Woori Financial Group’s business portfolio expansion and non-banking sector strengthening strategy.
• Candidate: Jong-Yong Yim
- This candidate has proven his capabilities as a financial expert in both the private and public sectors, including significantly improving financial performance as chairman of Nonghyup Financial and successfully acquiring a securities company. As someone who has overseen various national policies in the economic and financial sectors in public offices such as the Ministry of Finance and the Financial Services Commission, this candidate is the best person to enhance Woori Financial Group’s corporate value by demonstrating stable management capabilities based on a broad understanding of the financial market and to strengthen future growth engines through bold organizational innovation.
4. Appointment of independent director who will serve as Audit Committee Member
[Candidates’ Information ]
| Name |
Date of Birth |
Director |
Whether Directors |
Relationship with the Majority Shareholder |
Recommended by | |||||||
| 4-1 | Sung-Bae Ji | Jul. 1, 1967 |
Independent Director | Elected separately | None | Committee for Recommending Executive Officer Candidates |
| 1) | The term of the independent director candidate Sung-Bae Ji is from the end of the AGM for FY2022 to the end of the AGM for FY2024 |
[ Experience ]
| Name |
Career Highlights |
Transactions | ||||||
| 4-1 | Sung-Bae Ji Note1) | 2001-Current | - CEO, IMM Investment Corp. | None | ||||
| 2021-2023 | - Chairman, the 14th Korean Venture Capital Association | |||||||
| 2000-2023 | - CEO, IMM&Co | |||||||
Note1) He is currently serving as the CEO in two other companies and will resign from one of these positions before the AGM for FY2022
| Name |
Delinquent tax payments |
Executive officer of any insolvent company |
Grounds for potential disqualification by law | |||||
| 4-1 | Sung-Bae Ji | None | None | None |
[ Execution Plan of Candidate (for appointment of an independent director only) ]
• Candidate: Sung-Bae Ji
1) Expertise
- With extensive experience as a corporate executive, this candidate possesses a high level of understanding and expertise in the financial industry, which will enable him to make valuable contributions to the development of Woori Financial Group.
2) Independence
- This candidate will perform his duties impartially and independently for the benefit of all shareholders and financial consumers.
3) Job performance
- This candidate will faithfully perform supervisory activities such as internal control and recommendations for the development of the company based on his independence and expertise to realize Woori Financial Group’s vision.
[ Reasons for recommendation by the Board ]
• Candidate: Sung-Bae Ji
- With years of experience working as a certified public accountant at an accounting firm, as well as having served as a representative of a private equity fund and chairman of the Korea Venture Capital Association, this candidate possesses deep knowledge and expertise in the financial industry. We believe that his professional background and expertise will significantly enhance the Board’s capabilities in relation to Woori Financial Group’s strategy to enter new businesses and strengthen the non-banking sector.
5. Appointment of Audit Committee Members who are independent directors
[Candidates’ Information ]
| Name |
Date of Birth |
Director |
Whether Directors |
Relationship with the Majority Shareholder |
Recommended by | |||||||
| 5-1 | Chan-Hyoung Chung | Feb. 15, 1956 |
Independent Director | No | None | Committee for Recommending Executive Officer Candidates | ||||||
| 5-2 | Su-Young Yun | Dec. 7, 1961 |
Independent Director | No | None | Committee for Recommending Executive Officer Candidates | ||||||
| 5-3 | Yo-Hwan Shin | Dec. 13, 1962 |
Independent Director | No | None | Committee for Recommending Executive Officer Candidates | ||||||
| 1) | The terms of the Audit Committee member candidates Chan-Hyoung Chung and Yo-Hwan Shin are from the end of the AGM for FY2022 to the end of the AGM for FY2023 |
| 2) | The term of the Audit Committee member candidate Su-Young Yun is from the end of the AGM for FY2022 to the end of the AGM for FY2024 |
[ Experience ]
| Name |
Career Highlights |
Transactions | ||||||
| 5-1 | Chan-Hyoung Chung | 2019-Current | - Independent Director, Woori Financial Group | None | ||||
| 2018-Current | - Independent Director, Woori Bank | |||||||
| 2018-2019 | - Advisor, POSCO Capital | |||||||
| 2015-2018 | - CEO, POSCO Capital | |||||||
| 2015-2015 | - Vice Chairman, Korea Investment Management | |||||||
| 2007-2014 | - CEO and President, Korea Investment Management | |||||||
| 5-2 | Su-Young Yun | 2016-2019 | - Vice President, KIWOOM Securities Corp.(General Executive Director of Retail Business, Executive Director of Strategy Planning) |
None | ||||
| 2010-2015 | - CEO, KIWOOM Asset Management | |||||||
| 5-3 | Yo-Hwan Shin | 2022-Current | - Independent Director, Woori Financial Group | None | ||||
| 2020-2022 | - Advisor, Shinyoung Securities Co., Ltd. | |||||||
| 2017-2020 | - CEO, Shinyoung Securities Co., Ltd. | |||||||
| 2015-2017 | - General Executive Director, Shinyoung Securities Co., Ltd. | |||||||
| 2011-2015 | - Executive Director, Retail Business Headquarter, Shinyoung Securities Co., Ltd. | |||||||
| Name |
Delinquent tax payments |
Executive officer of any insolvent company |
Grounds for potential disqualification by law | |||||
| 5-1 | Chan-Hyoung Chung | None | None | None | ||||
| 5-2 | Su-Young Yun | None | None | None | ||||
| 5-3 | Yo-Hwan Shin | None | None | None | ||||
[ Reasons for recommendation by the Board ]
• Candidate: Chan-Hyoung Chung
- As a corporate executive with extensive experience and knowledge of the financial industry, this candidate makes rational decisions on issues related to financial and management issues and contributes significantly to the development of the Group. As his previous role as the Chairman of the Audit Committee, he is expected to play a central role in enhancing the Group’s corporate value in the future by actively communicating with management and the external auditor to improve the transparency of the Group’s finances and management and leading the derivation of reasonable decisions. The Board of Directors recommends this candidate’s re-election to maintain the stability and continuity of management.
• Candidate: Su-Young Yun
- This candidate is a financial expert who graduated from Seoul National University’s Department of Economics and has over 30 years of experience in the securities and asset management field, where he played key roles in sales support, business planning, and asset management. As the first CEO of an asset management company in 2010 and a vice president of a securities company in 2016, he has extensive experience and insight as a capital market executive. Based on this, the Board believes that this candidate will significantly contribute to enhancing the Board’s expertise in relation to Woori Financial Group’s business portfolio expansion and non-banking sector strengthening strategy.
• Candidate: Yo-Hwan Shin
- This candidate is a financial expert with a wealth of experience and knowledge in all aspects of finance. He has completed a MSF course at Illinois State University, has worked in a securities company for 32 years, where he played key roles in various fields such as sales, human resources, and finance. He has served as an executive of the company since 2004, and served as CEO in 2017, and based on his long experience and knowledge as a corporate executive, he has carefully reviewed the agenda of the Board and actively expressed his opinions, contributing to the maintenance of sound governance and management by leading an active discussion culture.
6. Approval of Maximum Limit on Directors’ Compensation
| Item |
2023 |
2022 | ||
| Number of Directors (Number of Independent Directors) |
8 (6) | 9 (7) | ||
| Compensation Limit | 3.2 billion Won
* In 2023, we will also operate a performance-linked stock-based compensation system separate from the compensation limit, and the amount of such payment will be finalized and paid in 2027 according to the achievement rates of certain long-term performance evaluation indicators (e.g., relative shareholder returns, ROE, net profit, NPL ratio) relative to their respective target goals, for the next 4 years. |
3.2 billion Won
* In 2022, we also operated a performance-linked stock-based compensation system separate from the amounts above, and the amount of such payment will be finalized and paid in 2026 according to the achievement rates of certain long-term performance evaluation indicators (e.g., relative shareholder returns, ROE, net profit, NPL ratio) relative to their respective target goals, for the next 4 years. | ||
| Total Compensation | N/A | 1.9 billion Won | ||
Note1) Allocation within the total compensation limit delegated to the Board (Board Compensation Committee).
Note2) Performance-linked stock-based compensation excluded from the compensation limit.
Appendix A. Financial Statements for FY2022
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, 2022 AND 2021
| December 31, 2022 |
December 31, 2021 |
|||||||
| (Korean Won in millions) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents |
34,219,148 | 20,613,073 | ||||||
| Financial assets at fair value through profit or loss (“FVTPL”) |
19,860,573 | 13,497,234 | ||||||
| Financial assets at fair value through other comprehensive income (“FVTOCI”) |
33,085,080 | 39,119,789 | ||||||
| Securities at amortized cost |
28,268,516 | 17,086,274 | ||||||
| Loans and other financial assets at amortized cost |
355,760,729 | 348,885,617 | ||||||
| Investments in joint ventures and associates |
1,305,636 | 1,335,167 | ||||||
| Investment properties |
387,707 | 389,495 | ||||||
| Premises and equipment |
3,142,930 | 3,174,720 | ||||||
| Intangible assets |
849,114 | 785,386 | ||||||
| Assets held for sale |
13,772 | 26,327 | ||||||
| Net defined benefit asset |
319,280 | 21,346 | ||||||
| Current tax assets |
53,274 | 22,598 | ||||||
| Deferred tax assets |
109,299 | 31,131 | ||||||
| Derivative assets (Designated for hedging) |
37,786 | 106,764 | ||||||
| Other assets |
3,061,552 | 2,088,950 | ||||||
|
|
|
|
|
|||||
| Total assets |
480,474,396 | 447,183,871 | ||||||
|
|
|
|
|
|||||
| LIABILITIES | ||||||||
| Financial liabilities at fair value through profit or loss (“FVTPL”) |
8,952,399 | 4,873,458 | ||||||
| Deposits due to customers |
342,105,209 | 317,899,871 | ||||||
| Borrowings |
28,429,603 | 24,755,459 | ||||||
| Debentures |
44,198,486 | 44,653,864 | ||||||
| Provisions |
545,865 | 576,134 | ||||||
| Net defined benefit liability |
35,202 | 47,986 | ||||||
| Current tax liabilities |
843,555 | 584,491 | ||||||
| Deferred tax liabilities |
31,799 | 186,946 | ||||||
| Derivative liabilities (Designated for hedging) |
202,911 | 27,584 | ||||||
| Other financial liabilities |
22,811,868 | 24,171,030 | ||||||
| Other liabilities |
690,157 | 556,853 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
448,847,054 | 418,333,676 | ||||||
|
|
|
|
|
|||||
(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2022 AND 2021 (CONTINUED)
| December 31, 2022 |
December 31, 2021 |
|||||||
| (Korean Won in millions) | ||||||||
| EQUITY | ||||||||
| Owners’ equity |
||||||||
| Capital stock |
3,640,303 | 3,640,303 | ||||||
| Hybrid securities |
3,112,449 | 2,294,381 | ||||||
| Capital surplus |
682,385 | 682,385 | ||||||
| Other equity |
(2,423,392 | ) | (2,167,614 | ) | ||||
| Retained earnings |
23,750,152 | 21,392,564 | ||||||
|
|
|
|
|
|||||
| 28,761,897 | 25,842,019 | |||||||
|
|
|
|
|
|||||
| Non-controlling interests |
2,865,445 | 3,008,176 | ||||||
|
|
|
|
|
|||||
| Total equity |
31,627,342 | 28,850,195 | ||||||
|
|
|
|
|
|||||
| Total liabilities and equity |
480,474,396 | 447,183,871 | ||||||
|
|
|
|
|
|||||
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
| 2022 | 2021 | |||||||
| (Korean Won in millions) | ||||||||
| Interest income |
14,654,549 | 9,894,749 | ||||||
| Financial assets at FVTPL |
106,698 | 45,803 | ||||||
| Financial assets at FVTOCI |
632,615 | 381,814 | ||||||
| Financial assets at amortized cost |
13,915,236 | 9,467,132 | ||||||
| Interest expense |
(5,957,970 | ) | (2,909,028 | ) | ||||
|
|
|
|
|
|||||
| Net interest income |
8,696,579 | 6,985,721 | ||||||
| Fees and commissions income |
2,499,700 | 2,171,705 | ||||||
| Fees and commissions expense |
(789,530 | ) | (700,930 | ) | ||||
|
|
|
|
|
|||||
| Net fees and commissions income |
1,710,170 | 1,470,775 | ||||||
| Dividend income |
159,982 | 309,211 | ||||||
| Net gain on financial instruments at FVTPL |
238,502 | 325,751 | ||||||
| Net gain(loss) on financial assets at FVTOCI |
(21,498 | ) | 32,624 | |||||
| Net gain arising on financial assets at amortized cost |
74,204 | 107,317 | ||||||
| Impairment losses due to credit loss |
(885,272 | ) | (536,838 | ) | ||||
| General and administrative expense |
(4,529,890 | ) | (4,147,411 | ) | ||||
| Other net operating expense |
(1,012,253 | ) | (887,401 | ) | ||||
|
|
|
|
|
|||||
| Operating income |
4,430,524 | 3,659,749 | ||||||
| Share of gain of joint ventures and associates |
69,996 | 62,196 | ||||||
| Other non-operating expense |
(15,146 | ) | 27,296 | |||||
|
|
|
|
|
|||||
| Non-operating expense |
54,850 | 89,492 | ||||||
| Net income before income tax expense |
4,485,374 | 3,749,241 | ||||||
| Income tax expense |
(1,161,392 | ) | (941,870 | ) | ||||
| Net income |
3,323,982 | 2,807,371 | ||||||
|
|
|
|
|
|||||
| Net gain(loss) on valuation of equity securities at FVTOCI |
(30,146 | ) | 34,069 | |||||
| Changes in capital due to equity method |
(4,527 | ) | (2,607 | ) | ||||
| Remeasurement gain related to defined benefit plan |
251,440 | 65,067 | ||||||
|
|
|
|
|
|||||
| Items that will not be reclassified to profit or loss: |
216,767 | 96,529 | ||||||
|
|
|
|
|
|||||
| Net loss on valuation of debt securities at FVTOCI |
(463,725 | ) | (184,396 | ) | ||||
| Changes in capital due to equity method |
5,139 | 4,133 | ||||||
| Net gain on foreign currency translation of foreign operations |
32,536 | 246,808 | ||||||
| Net loss on valuation of hedges of net investments in foreign operations |
(20,701 | ) | — | |||||
| Net gain(loss) on valuation of cash flow hedge |
(9,835 | ) | 7,107 | |||||
|
|
|
|
|
|||||
| Items that may be reclassified to profit or loss: |
(456,586 | ) | 73,652 | |||||
| Other comprehensive income (loss), net of tax |
(239,819 | ) | 170,181 | |||||
| Total comprehensive income |
3,084,163 | 2,977,552 | ||||||
|
|
|
|
|
|||||
(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (CONTINUED)
| 2022 | 2021 | |||||||
| (Korean Won in millions) | ||||||||
| Net income attributable to: |
3,323,982 | 2,807,371 | ||||||
| Net income attributable to owners |
3,141,680 | 2,587,936 | ||||||
| Net income attributable to non-controlling interests |
182,302 | 219,435 | ||||||
| Total comprehensive income attributable to: |
3,084,163 | 2,977,552 | ||||||
| Comprehensive income attributable to owners |
2,909,053 | 2,745,764 | ||||||
| Comprehensive income attributable to non-controlling interests |
175,110 | 231,788 | ||||||
| Earnings per share |
||||||||
| Basic and diluted earnings per share (Unit: In Korean Won) |
4,191 | 3,481 | ||||||
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
| 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, 2021 |
3,611,338 | 1,895,366 | 626,111 | (2,347,472 | ) | 19,268,265 | 23,053,608 | 3,672,237 | 26,725,845 | |||||||||||||||||||||||
| Total comprehensive income |
||||||||||||||||||||||||||||||||
| Net income |
— | — | — | — | 2,587,936 | 2,587,936 | 219,435 | 2,807,371 | ||||||||||||||||||||||||
| Net gain(loss) on valuation of financial instruments at FVTOCI |
— | — | — | (150,470 | ) | — | (150,470 | ) | 143 | (150,327 | ) | |||||||||||||||||||||
| Net gain(loss) due to disposal of equity securities at FVTOCI |
— | — | — | (2,220 | ) | 2,220 | — | — | — | |||||||||||||||||||||||
| Changes in capital due to equity method |
— | — | — | 2,472 | (946 | ) | 1,526 | — | 1,526 | |||||||||||||||||||||||
| Gain on foreign currency translation of foreign operations |
— | — | — | 234,583 | — | 234,583 | 12,225 | 246,808 | ||||||||||||||||||||||||
| Gain on valuation of cash flow hedge |
— | — | — | 6,938 | — | 6,938 | 169 | 7,107 | ||||||||||||||||||||||||
| Capital related to non-current assets held for sale |
— | — | — | (947 | ) | 947 | — | — | — | |||||||||||||||||||||||
| Remeasurement gain related to defined benefit plan |
— | — | — | 65,251 | — | 65,251 | (184 | ) | 65,067 | |||||||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||||||||||
| Comprehensive stock exchange |
28,965 | — | 35,197 | — | — | 64,162 | — | 64,162 | ||||||||||||||||||||||||
| Dividends to common stocks |
— | — | — | — | (368,357 | ) | (368,357 | ) | (9,391 | ) | (377,748 | ) | ||||||||||||||||||||
| Acquisition of treasury stocks |
— | — | — | (3,819 | ) | — | (3,819 | ) | — | (3,819 | ) | |||||||||||||||||||||
| Issuance of hybrid securities |
— | 399,015 | — | — | — | 399,015 | — | 399,015 | ||||||||||||||||||||||||
| Dividends to hybrid securities |
— | — | — | — | (66,250 | ) | (66,250 | ) | (144,923 | ) | (211,173 | ) | ||||||||||||||||||||
| Redemption of hybrid securities |
— | — | — | (27,365 | ) | — | (27,365 | ) | (549,904 | ) | (577,269 | ) | ||||||||||||||||||||
| Changes in subsidiaries’ capital |
— | — | 9,382 | 32,445 | (31,251 | ) | 10,576 | (11,296 | ) | (720 | ) | |||||||||||||||||||||
| Others |
— | — | 11,695 | 22,990 | — | 34,685 | (180,335 | ) | (145,650 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| December 31, 2021 |
3,640,303 | 2,294,381 | 682,385 | (2,167,614 | ) | 21,392,564 | 25,842,019 | 3,008,176 | 28,850,195 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| January 1, 2022 |
3,640,303 | 2,294,381 | 682,385 | (2,167,614 | ) | 21,392,564 | 25,842,019 | 3,008,176 | 28,850,195 | |||||||||||||||||||||||
| Total comprehensive income |
||||||||||||||||||||||||||||||||
| Net income |
— | — | — | — | 3,141,680 | 3,141,680 | 182,302 | 3,323,982 | ||||||||||||||||||||||||
| Net gain(loss) on valuation of financial instruments at FVTOCI |
— | — | — | (493,462 | ) | — | (493,462 | ) | (409 | ) | (493,871 | ) | ||||||||||||||||||||
| Net gain(loss) due to disposal of equity securities at FVTOCI |
— | — | — | 10,254 | (10,254 | ) | — | — | — | |||||||||||||||||||||||
| Changes in capital due to equity method |
— | — | — | 612 | — | 612 | — | 612 | ||||||||||||||||||||||||
| Gain on foreign currency translation of foreign operations |
— | — | — | 39,579 | — | 39,579 | (7,043 | ) | 32,536 | |||||||||||||||||||||||
| Loss on valuation of hedges of net investments in foreign operations |
— | — | — | (20,701 | ) | — | (20,701 | ) | — | (20,701 | ) | |||||||||||||||||||||
| Gain on valuation of cash flow hedge |
— | — | — | (9,835 | ) | — | (9,835 | ) | — | (9,835 | ) | |||||||||||||||||||||
| Capital related to non-current assets held for sale |
— | — | — | (279 | ) | 279 | — | — | — | |||||||||||||||||||||||
| Remeasurement gain related to defined benefit plan |
— | — | — | 251,180 | — | 251,180 | 260 | 251,440 | ||||||||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||||||||||
| Dividends to common stocks |
— | — | — | — | (654,996 | ) | (654,996 | ) | (9,949 | ) | (664,945 | ) | ||||||||||||||||||||
| Issuance of hybrid securities |
— | 818,068 | — | — | — | 818,068 | 349,215 | 1,167,283 | ||||||||||||||||||||||||
| Dividends to hybrid securities |
— | — | — | — | (91,756 | ) | (91,756 | ) | (113,995 | ) | (205,751 | ) | ||||||||||||||||||||
| Redemption of hybrid securities |
— | — | — | (60,491 | ) | — | (60,491 | ) | (559,565 | ) | (620,056 | ) | ||||||||||||||||||||
| Changes in subsidiaries’ capital |
— | — | — | 27,365 | (27,365 | ) | — | — | — | |||||||||||||||||||||||
| Changes in non-controlling interests related to business combinations |
— | — | — | — | — | — | 16,453 | 16,453 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| December 31, 2022 |
3,640,303 | 3,112,449 | 682,385 | (2,423,392 | ) | 23,750,152 | 28,761,897 | 2,865,445 | 31,627,342 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
| 2022 | 2021 | |||||||
| (Korean Won in millions) | ||||||||
| Cash flows from operating activities: |
||||||||
| Net income |
3,323,982 | 2,807,371 | ||||||
| Adjustments to net income: |
||||||||
| Income tax expense |
1,161,392 | 941,870 | ||||||
| Interest income |
(14,654,549 | ) | (9,894,749 | ) | ||||
| Interest expense |
5,957,970 | 2,909,028 | ||||||
| Dividend income |
(159,982 | ) | (309,211 | ) | ||||
|
|
|
|
|
|||||
| (7,695,169 | ) | (6,353,062 | ) | |||||
|
|
|
|
|
|||||
| Additions of expenses not involving cash outflows: |
||||||||
| Loss on financial instruments at FVTPL |
815,706 | 16,869 | ||||||
| Loss on financial assets at FVTOCI |
23,836 | 15,812 | ||||||
| Impairment loss due to credit loss |
885,272 | 536,838 | ||||||
| Loss on other provisions |
37,493 | 85,690 | ||||||
| Retirement benefit |
165,063 | 177,303 | ||||||
| Depreciation and amortization |
929,311 | 791,896 | ||||||
| Net loss on foreign currency translation |
— | 109,668 | ||||||
| Loss on derivatives (designated for hedge) |
250,268 | 93,084 | ||||||
| Loss on fair value hedge |
— | 1,947 | ||||||
| Loss on valuation of investments in joint ventures and associates |
28,861 | 19,816 | ||||||
| Loss on disposal of investments in joint ventures and associates |
3,690 | 174 | ||||||
| Loss on disposal of premises and equipment, intangible assets and other assets |
3,177 | 3,354 | ||||||
| Impairment loss on premises and equipment, intangible assets and other assets |
260 | 656 | ||||||
| Other loss |
62,196 | — | ||||||
|
|
|
|
|
|||||
| 3,205,133 | 1,853,107 | |||||||
|
|
|
|
|
|||||
| Deductions of income not involving cash inflows: |
||||||||
| Gain on financial assets at FVTOCI |
2,338 | 48,436 | ||||||
| Gain on other provisions |
55,327 | 1,591 | ||||||
| Net profit on foreign currency translation |
3,180 | — | ||||||
| Gain on derivatives (designated for hedge) |
71,179 | 61,271 | ||||||
| Gain on fair value hedge |
257,910 | 106,253 | ||||||
| Gain on valuation of investments in joint ventures and associates |
98,858 | 82,012 | ||||||
| Gain on disposal of investments in joint ventures and associates |
599 | 70,834 | ||||||
| Gain on disposal of premises and equipment, intangible assets and other assets |
55,852 | 51,083 | ||||||
| Reversal of impairment loss on premises and equipment, intangible assets and other assets |
310 | 166 | ||||||
| Other income |
15,879 | 35,717 | ||||||
|
|
|
|
|
|||||
| 561,432 | 457,363 | |||||||
|
|
|
|
|
|||||
| Changes in operating assets and liabilities: |
||||||||
| Financial instruments at FVTPL |
(1,647,572 | ) | 42,498 | |||||
| Loans and other financial assets at amortized cost |
(5,986,828 | ) | (32,419,399 | ) | ||||
| Other assets |
(1,314,877 | ) | (983,680 | ) | ||||
| Deposits due to customers |
23,536,088 | 23,830,469 | ||||||
| Provisions |
(24,041 | ) | (12,278 | ) | ||||
| Net defined benefit liability |
(133,421 | ) | (109,778 | ) | ||||
| Other financial liabilities |
(2,514,238 | ) | 9,456,310 | |||||
| Other liabilities |
83,559 | 67,802 | ||||||
|
|
|
|
|
|||||
| 11,998,670 | (128,056 | ) | ||||||
|
|
|
|
|
|||||
| Interest income received |
14,189,016 | 9,351,055 | ||||||
| Interest expense paid |
(4,965,594 | ) | (3,016,841 | ) | ||||
| Dividends received |
159,993 | 309,071 | ||||||
| Income tax paid |
(1,030,480 | ) | (565,539 | ) | ||||
|
|
|
|
|
|||||
| 8,352,935 | 6,077,746 | |||||||
|
|
|
|
|
|||||
| Net cash inflow from operating activities |
18,624,119 | 3,799,743 | ||||||
|
|
|
|
|
|||||
(Continued)
WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (CONTINUED)
| 2022 | 2021 | |||||||
| (Korean Won in millions) | ||||||||
| Cash flows from investing activities: |
||||||||
| Cash in-flows from investing activities: |
||||||||
| Disposal of financial instruments at FVTPL |
9,502,271 | 10,361,751 | ||||||
| Disposal of financial assets at FVTOCI |
21,717,266 | 21,645,907 | ||||||
| Redemption of securities at amortized cost |
5,872,961 | 6,425,062 | ||||||
| Disposal of investments in joint ventures and associates |
249,763 | 195,758 | ||||||
| Disposal of investment properties |
2,061 | — | ||||||
| Disposal of premises and equipment |
44,839 | 2,890 | ||||||
| Disposal of intangible assets |
978 | 846 | ||||||
| Disposal of assets held for sale |
52,417 | 93,756 | ||||||
| Net increase of other assets |
62,386 | 66,305 | ||||||
|
|
|
|
|
|||||
| 37,504,942 | 38,792,275 | |||||||
|
|
|
|
|
|||||
| Cash out-flows from investing activities: |
||||||||
| Net cash in-flows from obtaining control |
378,394 | 1,638 | ||||||
| Acquisition of financial instruments at FVTPL |
10,274,187 | 11,840,524 | ||||||
| Acquisition of financial assets at FVTOCI |
16,110,501 | 30,522,971 | ||||||
| Acquisition of securities at amortized cost |
16,873,194 | 6,435,692 | ||||||
| Acquisition of investments in joint ventures and associates |
143,345 | 400,172 | ||||||
| Acquisition of premises and equipment |
172,876 | 119,255 | ||||||
| Acquisition of intangible assets |
174,749 | 138,882 | ||||||
| Changes in subsidiary |
346,386 | — | ||||||
|
|
|
|
|
|||||
| 44,473,632 | 49,459,134 | |||||||
|
|
|
|
|
|||||
| Net cash outflow from investing activities |
(6,968,690 | ) | (10,666,859 | ) | ||||
|
|
|
|
|
|||||
| Cash flows from financing activities: |
||||||||
| Cash in-flows from financing activities: |
||||||||
| Net cash in-flows from hedging activities |
54,569 | 6,987 | ||||||
| Net increase in borrowings |
2,881,675 | 3,199,712 | ||||||
| Issuance of debentures |
23,402,694 | 32,674,966 | ||||||
| Net increase of other liabilities |
513 | 3,488 | ||||||
| Issuance of hybrid securities |
1,167,283 | 399,016 | ||||||
| Paid-in capital increase on non-controlling interests |
— | 1,623 | ||||||
| Net increase in non-controlling equity liabilities |
1,847 | 10,685 | ||||||
|
|
|
|
|
|||||
| 27,508,581 | 36,296,477 | |||||||
|
|
|
|
|
|||||
| Cash out-flows from financing activities: |
||||||||
| Redemption of debentures |
23,887,568 | 25,781,305 | ||||||
| Redemption of lease liabilities |
187,531 | 177,593 | ||||||
| New stock issue cost |
— | 140 | ||||||
| Acquisition of treasury stocks |
— | 3,757 | ||||||
| Dividends paid |
654,996 | 368,357 | ||||||
| Redemption of hybrid stocks |
643,000 | 587,650 | ||||||
| Dividends paid to hybrid securities |
205,751 | 211,173 | ||||||
| Dividends paid to non-controlling interest |
9,949 | 9,391 | ||||||
| Changes in non-controlling interests |
— | 81,410 | ||||||
|
|
|
|
|
|||||
| 25,588,795 | 27,220,776 | |||||||
|
|
|
|
|
|||||
| Net cash inflow from financing activities |
1,919,786 | 9,075,701 | ||||||
|
|
|
|
|
|||||
| Effects of exchange rate changes on cash and cash equivalents |
30,860 | 1,061,251 | ||||||
| Net increase in cash and cash equivalents |
13,606,075 | 3,269,836 | ||||||
| Cash and cash equivalents, beginning of the period |
20,613,073 | 17,434,237 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents, end of the Period |
34,219,148 | 20,613,073 | ||||||
|
|
|
|
|
|||||
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2022 AND 2021
| December 31, 2022 |
December 31, 2021 |
|||||||
| (Korean Won in millions) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents |
313,361 | 578,725 | ||||||
| Financial assets at fair value through profit or loss (“FVTPL”) |
689 | — | ||||||
| Financial assets at fair value through other comprehensive income (“FVTOCI”) |
312,771 | 146,294 | ||||||
| Loans and other financial assets at amortized cost |
2,041,877 | 633,110 | ||||||
| Investments in subsidiaries |
22,394,915 | 22,144,915 | ||||||
| Premises and equipment |
11,052 | 7,790 | ||||||
| Intangible assets |
4,859 | 5,171 | ||||||
| Net defined benefit asset |
5,947 | 1,516 | ||||||
| Current tax assets |
14,350 | 856 | ||||||
| Deferred tax assets |
13,433 | 6,454 | ||||||
| Other assets |
322 | 151 | ||||||
|
|
|
|
|
|||||
| Total assets |
25,113,576 | 23,524,982 | ||||||
|
|
|
|
|
|||||
| LIABILITIES | ||||||||
| Financial liabilities at fair value through profit or loss (“FVTPL”) |
— | 329 | ||||||
| Debentures |
1,447,762 | 1,367,429 | ||||||
| Provisions |
487 | 394 | ||||||
| Current tax liabilities |
721,795 | 468,305 | ||||||
| Other financial liabilities |
46,039 | 22,988 | ||||||
| Other liabilities |
591 | 548 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
2,216,674 | 1,859,993 | ||||||
|
|
|
|
|
|||||
| EQUITY | ||||||||
| Capital stock |
3,640,303 | 3,640,303 | ||||||
| Hybrid securities |
3,112,273 | 2,294,288 | ||||||
| Capital surplus |
10,909,281 | 10,909,281 | ||||||
| Other equity |
(26,186 | ) | (3,874 | ) | ||||
| Retained earnings |
5,261,231 | 4,824,991 | ||||||
|
|
|
|
|
|||||
| Total equity |
22,896,902 | 21,664,989 | ||||||
|
|
|
|
|
|||||
| Total liabilities and equity |
25,113,576 | 23,524,982 | ||||||
|
|
|
|
|
|||||
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
| 2022 | 2021 | |||||||
| (Korean Won in millions) | ||||||||
| Interest income |
25,614 | 4,236 | ||||||
| Interest expense |
(30,644 | ) | (26,481 | ) | ||||
|
|
|
|
|
|||||
| Net interest income |
(5,030 | ) | (22,245 | ) | ||||
| Fees and commissions income |
1,596 | 1,306 | ||||||
| Fees and commissions expense |
(16,655 | ) | (13,891 | ) | ||||
|
|
|
|
|
|||||
| Net fees and commissions loss |
(15,059 | ) | (12,585 | ) | ||||
| Dividend income |
1,272,393 | 692,605 | ||||||
| Net gain(loss) on financial instruments at FVTPL |
1,018 | (7,576 | ) | |||||
| Reversal(Provision) of impairment losses due to credit loss |
(244 | ) | 76 | |||||
| General and administrative expenses |
(67,451 | ) | (59,725 | ) | ||||
|
|
|
|
|
|||||
| Operating income |
1,185,627 | 590,550 | ||||||
| Non-operating expense |
(1,363 | ) | (305 | ) | ||||
| Net income before income tax expense |
1,184,264 | 590,245 | ||||||
| Income tax income(expense) |
(1,015 | ) | 4,607 | |||||
| Net income |
1,183,249 | 594,852 | ||||||
|
|
|
|
|
|||||
| Net loss on valuation of equity securities at FVTOCI |
(24,676 | ) | (2,408 | ) | ||||
| Remeasurement gain(loss) related to defined benefit plan |
2,364 | 78 | ||||||
|
|
|
|
|
|||||
| Items that will not be reclassified to profit or loss: |
(22,312 | ) | (2,330 | ) | ||||
|
|
|
|
|
|||||
| Other comprehensive loss, net of tax |
(22,312 | ) | (2,330 | ) | ||||
| Total comprehensive income |
1,160,937 | 592,522 | ||||||
|
|
|
|
|
|||||
| Earnings per share |
||||||||
| Basic and diluted earnings per share (Unit: In Korean Won) |
1,499 | 730 | ||||||
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
| Capital stock |
Capital surplus |
Hybrid securities |
Other equity |
Retained earnings |
Total equity |
|||||||||||||||||||
| (Korean Won in millions) | ||||||||||||||||||||||||
| January 1, 2021 |
3,611,338 | 14,874,084 | 1,895,322 | (1,518 | ) | 664,746 | 21,043,972 | |||||||||||||||||
| Total comprehensive income |
||||||||||||||||||||||||
| Net income |
— | — | — | 594,852 | 594,852 | |||||||||||||||||||
| Net loss on valuation of equity securities at FVTOCI |
— | — | — | (2,408 | ) | — | (2,408 | ) | ||||||||||||||||
| Remeasurement gain related to defined benefit plan |
— | — | — | 78 | — | 78 | ||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||
| Comprehensive stock exchange |
28,965 | 35,197 | — | — | — | 64,162 | ||||||||||||||||||
| Acquisition of treasury stock |
— | — | — | (26 | ) | — | (26 | ) | ||||||||||||||||
| Dividends to common stocks |
— | — | — | — | (368,357 | ) | (368,357 | ) | ||||||||||||||||
| Issuance of hybrid securities |
— | — | 398,966 | — | — | 398,966 | ||||||||||||||||||
| Dividends to hybrid securities |
— | — | — | — | (66,250 | ) | (66,250 | ) | ||||||||||||||||
| Transfer of capital surplus to retained earnings |
— | (4,000,000 | ) | — | — | 4,000,000 | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| December 31, 2021 |
3,640,303 | 10,909,281 | 2,294,288 | (3,874 | ) | 4,824,991 | 21,664,989 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| January 1, 2022 |
3,640,303 | 10,909,281 | 2,294,288 | (3,874 | ) | 4,824,991 | 21,664,989 | |||||||||||||||||
| Total comprehensive income |
||||||||||||||||||||||||
| Net income |
— | — | — | 1,183,249 | 1,183,249 | |||||||||||||||||||
| Net loss on valuation of equity securities at FVTOCI |
— | — | — | (24,676 | ) | — | (24,676 | ) | ||||||||||||||||
| Remeasurement gain related to defined benefit plan |
— | — | — | 2,364 | — | 2,364 | ||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||
| Dividends to common stocks |
— | — | — | — | (655,252 | ) | (655,252 | ) | ||||||||||||||||
| Issuance of hybrid securities |
— | — | 817,985 | — | — | 817,985 | ||||||||||||||||||
| Dividends to hybrid securities |
— | — | — | — | (91,757 | ) | (91,757 | ) | ||||||||||||||||
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| December 31, 2022 |
3,640,303 | 10,909,281 | 3,112,273 | (26,186 | ) | 5,261,231 | 22,896,902 | |||||||||||||||||
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WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
| 2022 | 2021 | |||||||
| (Korean Won in millions) | ||||||||
| Cash flows from operating activities: |
||||||||
| Net income |
1,183,249 | 594,852 | ||||||
| Adjustments to net income: |
||||||||
| Income tax expense(income) |
1,015 | (4,607 | ) | |||||
| Interest income |
(25,614 | ) | (4,236 | ) | ||||
| Interest expense |
30,644 | 26,481 | ||||||
| Dividend income |
(1,272,393 | ) | (692,605 | ) | ||||
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| (1,266,348 | ) | (674,967 | ) | |||||
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| Adjustments for expenses not involving cash flows: |
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| Provision(Reversal) of impairment losses due to credit loss |
244 | (76 | ) | |||||
| Loss(Gain) on valuation of financial instruments at FVTPL |
(1,018 | ) | 7,756 | |||||
| Retirement benefit |
2,450 | 2,306 | ||||||
| Depreciation and amortization |
6,517 | 5,809 | ||||||
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| 8,193 | 15,615 | |||||||
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| Changes in operating assets and liabilities: |
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| Loans and other financial assets at amortized cost |
(2,007 | ) | (393 | ) | ||||
| Other Assets |
(171 | ) | (151 | ) | ||||
| Net defined benefit liability |
(3,665 | ) | (206 | ) | ||||
| Other financial liabilities |
7,879 | 3,113 | ||||||
| Other liabilities |
42 | (21 | ) | |||||
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| 2,078 | 2,342 | |||||||
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| Interest income received |
13,192 | 3,946 | ||||||
| Interest expense paid |
(29,831 | ) | (25,371 | ) | ||||
| Dividends received |
1,271,276 | 692,605 | ||||||
| Income tax paid |
(1,413 | ) | (795 | ) | ||||
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| 1,253,224 | 670,385 | |||||||
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| Net cash inflow from operating activities |
1,180,396 | 608,227 | ||||||
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| Cash flows from investing activities: |
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| Net decrease(increase) on other investment assets |
(1,140,000 | ) | 240,000 | |||||
| Acquisition of investments in subsidiaries |
(250,000 | ) | (518,384 | ) | ||||
| Acquisition of financial assets at FVTOCI |
(200,000 | ) | — | |||||
| Acquisition of premises and equipment |
(2,210 | ) | (51 | ) | ||||
| Acquisition of intangible assets |
(977 | ) | (1,061 | ) | ||||
| Increase on guarantee deposits for leases |
(241 | ) | — | |||||
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| Net cash outflow from investing activities |
(1,593,428 | ) | (279,496 | ) | ||||
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(Continued)
WOORI FINANCIAL GROUP INC.
SEPARATE STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
| 2022 | 2021 | |||||||
| (Korean Won in millions) | ||||||||
| Cash flows from financing activities: |
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| Issuance of debentures |
79,764 | 219,489 | ||||||
| Issuance of hybrid securities |
817,985 | 398,966 | ||||||
| Acquisition of treasury stock |
— | (26 | ) | |||||
| Redemption of lease liabilities |
(3,072 | ) | (2,864 | ) | ||||
| New stock issue cost |
— | (140 | ) | |||||
| Dividends paid to hybrid securities |
(91,757 | ) | (66,250 | ) | ||||
| Dividends paid |
(655,252 | ) | (368,357 | ) | ||||
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| Net cash inflow from financing activities |
147,668 | 180,818 | ||||||
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| Net increase(decrease) in cash and cash equivalents |
(265,364 | ) | 509,549 | |||||
| Cash and cash equivalents, beginning of the period |
578,725 | 69,176 | ||||||
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| Cash and cash equivalents, end of the period |
313,361 | 578,725 | ||||||
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Appendix B. Approval of amendments to the Articles of Incorporation (the “AOI”)
| Before Amendment |
After Amendment |
Reasons for | ||
| Article 48. (Committees within the Board of Directors)
(1) The Company shall have the following committees within the Board of Directors:
1. ~ 5. (Omitted)
6. Internal Control Management Committee
7. ESG Management Committee |
Article 48. (Committees within the Board of Directors)
(1) The Company shall have the following committees within the Board of Directors:
1. ~ 5. (Same as the left column)
6. (Deleted)
6. ESG Management Committee |
The Board will no longer establish an Internal Control Management Committee (the Board plans to appoint a prior member of this committee to the Audit Committee and thus increase the size of the Audit Committee, in order to strengthen the Board’s oversight of the Company’s internal controls systems and procedures.) | ||
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| Article 59. (Dividends)
(1) Dividends may be distributed in cash, stock or other property.
(2) Dividends under Paragraph (1) above shall be paid to the shareholders registered in the shareholders’ registry of the Company or registered pledgees as of the date set forth in Article 16 (1)
(3) If the Company distributes dividends in other property under Paragraph (1) above, the shareholders may request to be paid in cash rather than in such property, and the Company may pay cash instead of such property to shareholders holding less than a certain number of shares of the Company. |
Article 59. (Dividends)
(1) (Same as the left column)
(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 and provided that the Company shall give at least two(2) weeks prior notice of such record date to the public.
(3) (Same as the left column) |
Changing the process of setting the record date for fiscal year-end dividend payment, so that the Company can set the record date after the decision to issue dividend is made, this is to improve the predictability of dividend. | ||
| Article 60. (Interim Dividends)
(1) The Company may pay interim dividends under the KCC and other applicable laws and regulations to the shareholders registered in the shareholders’ registry of the Company as of June 30
(New)
(2) The interim dividends shall be paid within the limit of the amount remaining after deducting each of the following amounts from the amount of net assets recorded in the balance sheet of the immediately preceding fiscal year : |
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.
(3) The quarterly dividends shall be paid within the limit of the amount remaining after deducting each of the following amounts from the amount of net assets recorded in the balance sheet of the immediately preceding fiscal year : |
Establishing the grounds for Quarterly Dividend payment |
| 1. The amount of paid in capital for the immediately preceding fiscal year;
2. The aggregate sum of capital reserves and earned surplus reserves accumulated up to the immediately preceding fiscal year;
3. The unrealized gain as set forth in the Enforcement Decree of the KCC;
4. The amount resolved to be distributed as profits at an ordinary General Meeting of Shareholders for the immediately preceding fiscal year;
5. The voluntary reserves accumulated for a specific purpose up to the immediately preceding fiscal year pursuant to these Articles of Incorporation or a resolution of the General Meeting of Shareholders; and
6. The earned surplus reserves to be accumulated for the relevant fiscal year as a result of the interim dividends.
(New)
|
1. The amount of paid in capital for the immediately preceding fiscal year;
2. The aggregate sum of capital reserves and earned surplus reserves accumulated up to the immediately preceding fiscal year;
3. The unrealized gain as set forth in the Enforcement Decree of the KCC;
4. The amount resolved to be distributed as profits at an ordinary General Meeting of Shareholders for the immediately preceding fiscal year;
5. The voluntary reserves accumulated for a specific purpose up to the immediately preceding fiscal year pursuant to these Articles of Incorporation or a resolution of the General Meeting of Shareholders; and
6. The earned surplus reserves to be accumulated for the relevant fiscal year as a result of the quarterly dividends.
7. The aggregate amount of quarterly dividends paid during the current fiscal year, if any. |
| (3) For interim dividends, the same dividend rate as that of common shares of the Company shall apply to class shares under Articles 10 through 10-5 hereof.
(4) No interim dividends shall be paid if profit is not expected for the relevant fiscal year. |
(4) For quarterly dividends, the same dividend rate as that of common shares of the Company shall apply to class shares under Articles 10 through 10-5 hereof.
(4) (Deleted) |
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| Addenda (New insertion of Addenda) | Addenda (March 24, 2023) The amended Articles of Incorporation shall become effective as of March 24, 2023. |
Approval date of shareholder 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 6, 2023 | By: | /s/ Sang-Wook Chun | ||||||
| (Signature) | ||||||||
| Name: Sang-Wook Chun | ||||||||
| Title: President | ||||||||
