SEC Form 6-K filed by Woori Financial Group Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

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 ☐

 

 

 

Index

 

1.	Summary of 2024 1H Business Report

 

2.	Exhibit 99.1 Woori Financial Group Review Report for 2024 1H (Consolidated)

 

3.	Exhibit 99.2 Woori Financial Group Review Report for 2024 1H (Separate)

 

2

Summary of 2024 First Half Business Report

Table of Contents

 

I.		INTRODUCTION OF THE COMPANY					5
		1.		Overview of the Company			5
		2.		Capital Structure (Changes in Capital)			12
		3.		Total Number of Authorized Shares			14
II.		BUSINESS OVERVIEW					14
		1.		Results of Operations			14
		2.		Funding Sources and Uses of Funds			15
		3.		Other Information Necessary for Making Investment Decisions			16
III.		FINANCIAL INFORMATION					20
		1.		Condensed Financial Statements (Consolidated)			20
		2.		Condensed Financial Statements (Separate)			22
		3.		Dividend Information			24
IV.		INDEPENDENT AUDITOR’S OPINION					26
		1.		Independent Auditor’s Opinion			26
		2.		Compensation to the Independent Auditor			26
V.		CORPORATE GOVERNANCE					28
		1.		About the Board of Directors			28
		2.		Shareholder’s Meeting			30
VI.		SHAREHOLDER INFORMATION					33
		1.		Share Distribution			33
		2.		Stock Price and Stock Market Performance			34
VII.		DIRECTORS AND EMPLOYEE INFORMATION					36
		1.		Directors and Executives			36
		2.		Employee Status			37
		3.		Directors’ Compensation			37
		4.		Stock-based Compensation			38

 

3

Except where indicated otherwise, financial information contained in this document (including the attached financial statements) has been prepared in accordance with the Korean equivalent of International Financial Reporting Standards (“Korean IFRS”), which differ in certain important respects from generally accepted accounting principles in the United States.

All references to “Woori Financial Group,” “we,” “us,” “the Group” or the “Company” are to Woori Financial Group Inc. and, unless the context requires otherwise, its subsidiaries. In addition, all references to “Won” or “KRW” in this document are to the currency of the Republic of Korea.

 

4

I.	Introduction of the Company

 

1.	Overview of the Company

 

a.

History

 

		January 11, 2019		Establishment of the Company pursuant to a comprehensive stock transfer, by which Woori Bank, Woori FIS, Woori Finance Research Institute, Woori Credit Information, Woori Fund Services and Woori Private Equity Asset Management became wholly-owned subsidiaries of the Company.
		February 13, 2019		Listed on the Korea Exchange (KRX).
		April 5, 2019		Entered into share purchase agreements to acquire Tongyang Asset Management Corp. and ABL Global Asset Management Co., Ltd.
		June 21, 2019		Entered into a purchase agreement with Woori Bank to acquire the common shares of Woori Investment Bank Co., Ltd. (“Woori Investment Bank”) and integrate Woori Investment Bank as a first-tier subsidiary of the Company (Buyer: Woori Financial Group, Seller: Woori Bank)
		July 3, 2019		Entered into a stock exchange agreement between the Company and Woori Card Co., Ltd (“Woori Card”) to integrate Woori Card as a first-tier subsidiary of the Company
		July 25, 2019		Entered into a share purchase agreement to acquire Kukje Asset Trust, Ltd.
		August 1, 2019		Integrated Woori Asset Management Corp. (formerly known as Tongyang Asset Management Co., Ltd.) as a first-tier subsidiary of the Company.
		September 10, 2019		Integrated Woori Card and Woori Investment Bank as first-tier subsidiaries of the Company.
		September 26, 2019		Disposed 4% of common shares of the Company held by Woori Bank to a Taiwanese company, Fubon Life Insurance Co., Ltd.
		December 6, 2019		Integrated Woori Global Asset Management Corp. as a first-tier subsidiary of the Company
		December 30, 2019		Integrated Woori Asset Trust Ltd. as a first-tier subsidiary of the Company
		March 25, 2020		Held the first annual general meeting of shareholders of Woori Financial Group; reappointed the Chief Executive Officer

 

5

		October 26, 2020		Entered into a share purchase agreement to acquire Aju Capital Co., Ltd.
		December 10, 2020		Integrated Woori Financial Capital Co., Ltd., (formerly known as Aju Capital Co., Ltd.) as a first-tier subsidiary of the Company
				Integrated Woori Savings Bank (formerly known as Aju Savings Bank) as a second-tier subsidiary of the Company
		January 15, 2021		Joined the Carbon Disclosure Project (CDP), announced support for the Task force on Climate related Financial Disclosure (TCFD) and established the ESG management principles of Woori Financial Group
		March 5, 2021		Established the Board ESG Management Committee
		March 12, 2021		Integrated Woori Savings Bank as a first-tier subsidiary of the Company
		April 9, 2021		After-hours trading of a 2% stake in Woori Financial Group held by the Korea Deposit Insurance Corporation
		April 15, 2021		Purchased additional equity shares of Woori Financial Capital Co., Ltd., increasing the Company’s equity ownership by 12.9%
		May 13, 2021		Participated in the capital increase of Woori Savings Bank (KRW 100 billion)
		May 24, 2021		Purchased 3.6% of Woori Financial Capital Co., Ltd. in treasury shares
		June 4, 2021		Entered into a stock exchange agreement to acquire the remaining shares of Woori Financial Capital Co., Ltd.
		August 10, 2021		Integrated Woori Financial Capital Co., Ltd., as a wholly-owned subsidiary of the Company (Completion of stock exchange)
		September 9, 2021		Announcement of contemplated sales of the remaining stake in Woori Financial Group held by the Korea Deposit Insurance Corporation
		October 8, 2021		Joined the SBTi (Science Based Targets initiative) as part of the roadmap for achieving carbon neutrality
		November 2, 2021		Obtained regulatory approval for using the IRB (Internal Rating Based) approach
		November 9, 2021		Obtained ‘AA’ rating from MSCI ESG assessment (2 grades higher than the previous year), ‘A’ rating from KCGS(Korea Corporate Governance Service)(1 grade higher than the previous year)

 

6

		November 17, 2021		Included newly in Asia Pacific Index of DJSI (Dow Jones Sustainability Indices)
		December 9, 2021		Achieved practically full privatization through the decrease of the KDIC’S stake in us from 15.1% to 5.8%, changing the largest shareholder from the KDIC to the Employee Stock Ownership Association of Woori Financial Group
		December 26, 2021		Launched the Group integrated car finance platform “Woori WON Car”
		January 7, 2022		Officially launched the NPL investment company Woori Financial F&I Inc.
		January 13, 2022		Joined the global environment initiative Taskforce on Nature-related Financial Disclosures (TNFD)
		February 4, 2022		Recognized as an ‘Industry Mover’ in a sustainability assessment by S&P Global for 2022
		February 10, 2022		Disposal by the Korea Deposit Insurance Corporation of a 2.2% stake in Woori Financial Group (reducing the KDIC’s stake in Woori Financial Group from 5.8% to 3.6%)
		May 11, 2022		Became the first company in the world to join the launch of the ‘Business for Land (B4L) Initiative’ for the protection of sustainable forests and the recovery of land degradation
		May 18, 2022		Disposal by the Korea Deposit Insurance Corporation of a 2.3% stake in Woori Financial Group (reducing the KDIC’s stake in Woori Financial Group from 3.6% to 1.3%)
		June 19, 2022		Held the inaugural meeting of Woori Financial Future Foundation
		August 22, 2022		Joined the ‘Partnership for Biodiversity Accounting Financials(PBAF)’ as the first Asian company
		November 7, 2022		Held the global conference ‘Sustainable Finance for a Better World’
		December 14, 2022		Signatory of Statement from the Financial Sector at the Conference of the Parties to the ‘UN Convention on Biological Diversity(UN CBD)’

 

7

		December 29, 2022		Received ‘AA’ rating from MSCI ESG Research for 2 consecutive years
		January 16, 2023		Completed the establishment of the ‘WON Synergy’ system to create effective synergy within group companies
		January 26, 2023		Became the first financial company in Korea to join the ‘Finance Leadership Group on Plastics’ hosted by ‘UN Environment Programme Finance Initiative (UNEP FI)’
		February 27, 2023		Entered into a stock purchase agreement to acquire Daol Investment (52% ownership)
		March 23, 2023		Daol Investment, re-named Woori Venture Partners, incorporated as a subsidiary into Woori Financial Holdings
		March 24, 2023		Jong-Yong Yim appointed as the 9th chairman of Woori Financial Group (4th annual general meeting of shareholders of Woori Financial Group)
		April 21, 2023		Resolved to repurchase and cancel treasury shares, a first-time since the transition to a holding company
		June 01, 2023		Entered into a comprehensive stock exchange agreement with Woori Investment Bank and Woori Venture Partners
		August 08, 2023		Woori Investment Bank and Woori Venture Partners to each become a wholly-owned subsidiary of Woori Financial Group
		August 24, 2023		Group Carbon Emission Reduction Target validated by SBTi (Science Based Targets initiative)
		October 05, 2023		Entered into a memorandum of understanding with the Korea Deposit Insurance Corporation to purchase its remaining stake in Woori Financial Group (1.2%)
		December 22, 2023		A capital increase of KRW 500 billion conducted by Woori Investment Bank (to enhance competitiveness)
		December 26, 2023		Obtained an ‘AAA’ rating from MSCI ESG assessment
		January 29, 2024		Merged Woori Global Asset Management with and into Woori Asset Management

 

8

		March 13, 2024		Resolved to acquire and cancel the remaining shares owned by the Korea Deposit Insurance Corporation
		August 1, 2024		Established ‘Woori Investment Securities’ as a new direct subsidiary

 

b.	Affiliated Companies

 

(1)

Overview of Business Group

 

1.

Name of business group: Woori Financial Group Inc.

 

(2)

Affiliated companies within the business group

As of June 30, 2024

 

Type		Name of Company
Listed company (3 companies)		Woori Financial Group
		PT Bank Woori Saudara Indonesia 1906 Tbk
		PT Woori Finance Indonesia Tbk
Unlisted company (33 companies)		Woori Bank
		Woori Card
		Woori Financial Capital
		Woori Investment Bank
		Woori Asset Trust
		Woori Savings Bank
		Woori Asset Management
		Woori Venture Partners
		Woori Financial F&I Inc.
		Woori Credit Information
		Woori Fund Services
		Woori Private Equity Asset Management
		Woori FIS
		Woori Finance Research Institute
		Korea BTL Infrastructure Fund
		Woori America Bank
		Woori Bank China Limited
		AO Woori Bank
		Banco Woori Bank do Brazil S.A.
		Woori Global Markets Asia Limited

 

9

Type		Name of Company
		Woori Bank Vietnam Limited
		Wealth Development Bank
		Woori Finance Myanmar Co., Ltd.
		Woori Bank (Cambodia) PLC.
		Woori Bank Europe Gmbh
		Tutu Finance-WCI Myanmar Co., Ltd.
		WFBS 1st Corporate Recovery Private Equity Fund
		Woori Venture Partners US, Inc.
		KTBN GI Private Equity Fund
		Arden Woori Apparel 1st Private Equity Fund
		Woori Dyno 1st Private Equity Fund
		Green ESG Growth No.1 Private Equity Fund
		Woori Corporate Turnaround No.1 Private Equity Fund

Note 1) Includes first-tier and second-tier subsidiaries under the Financial Holding Company Act

 

10

 

 

11

2.	Capital Structure (Changes in Capital)

 

												(units: Won, shares)
Date		Item		Type
				Common Shares				Preferred Shares				Others
June 30, 2024		Number of issued shares			742,591,501				—				—
		Par Value			5,000				—				—
		Capital Stock			3,802,676,300,000				—				—
December 31, 2023		Number of issued shares			751,949,461
		Par Value			5,000
		Capital Stock			3,802,676,300,000
December 31, 2022		Number of issued shares			728,060,549				—				—
		Par Value			5,000				—				—
		Capital Stock			3,640,302,745,000				—				—
December 31, 2021		Number of issued shares			728,060,549				—				—
		Par Value			5,000				—				—
		Capital Stock			3,640,302,745,000				—				—
December 31, 2020		Number of issued shares			722,267,683				—				—
		Par Value			5,000				—				—
		Capital Stock			3,611,338,415,000				—				—

Note 1) Our common shares of 680,164,306 were issued in January 2019 upon our establishment and the number of our common shares increased by 42,103,377 as a result of a comprehensive stock exchange that took place between Woori Financial Group and Woori Card in September 2019.

Note 2) The number of our common shares increased by 5,792,866 on August 10, 2021 due to a comprehensive stock exchange to integrate Woori Financial Capital as a wholly-owned subsidiary.

Note 3) The number of our common shares increased by 32,474,711 as a result of a comprehensive stock exchange that took place on August 8, 2023 to convert Woori Investment Bank and Woori Venture Partners as our wholly-owned subsidiaries.

Note 4) On October 30, 2023, the number of our common shares was reduced by 8,585,799 due to the cancellation of our treasury shares acquired through a trust agreement.

- Our paid-in capital does not match the par value of our total issued shares at year-end because our cancellation of treasury shares constitutes the cancellation of treasury shares acquired within the limits of profits available for dividends, which means that there would be no reduction in the paid-in capital of Woori Financial Group.

Note 5) On March 22, 2024, the number of our common shares was reduced by 9,357,960 due to the cancellation of the treasury shares that we acquired from KDIC.

Note 6) As the cancellation of treasury shares in October 2023 and March 2024 was carried out within the scope of distributable profits, there was no decrease in capital stock. As such, Woori Financial Group’s capital stock as of June 30, 2024 and December 31, 2023 does not match the face value of the total number of issued shares.

 

12

As of June 30, 2024																						(units: Won, shares)
Date		Category				Stock Decrease/Increase
						Type				Quantity				Par Value				Issue price				Note
January 11, 2019			—				Common				680,164,306				5,000				26,415			Establishment (comprehensive stock transfer)
September 10, 2019			—				Common				42,103,377				5,000				12,350			Comprehensive stock exchange Stock increase ratio: 6.19018%
August 10, 2021			—				Common				5,792,866				5,000				11,100			Comprehensive stock exchange Stock increase ratio: 0.80204%
August 8, 2023			—				Common				32,474,711				5,000				11,520			Comprehensive stock exchange Stock increase ratio: 4.46044%
October 30, 2023			—				Common				(8,585,799	)			5,000				—			Cancellation of treasury shares
March 22, 2024			—				Common				(9,357,960	)			5,000				—			Cancellation of treasury shares

Note 1) Due to Woori Financial Group’s establishment through a comprehensive stock transfer, the issue price was calculated by dividing the total equity from its financial statements at the time of establishment (Won 17,966,458,911,689) by the total number of issued shares (680,164,306).

Note 2) Our capital changed in September 2019 and August 2021 due to a comprehensive stock exchanges. The issue prices were based on the closing stock price on the comprehensive stock exchange date.

Note 3) On October 30, 2023, we canceled our treasury shares (8,585,799 common shares) acquired through a trust agreement. This share cancellation falls under the provision of Article 343, Paragraph 1 of the Commercial Code, and as it involves the cancellation of treasury shares acquired within the limits of distributable profits, the paid-in capital remains unchanged despite the decrease in the number of the total issued shares (common shares).

Note 4) On March 22, 2024, Woori Financial Group cancelled 9,357,960 shares, which were acquired from the remaining shares previously held by KDIC. This cancellation was carried out in accordance with Article 343, Paragraph 1 of the Commercial Act. Since the retirement of these shares was done within the scope of distributable profits, the total number of issued shares (common stock) decreased, but there was no change in capital stock.

 

13

3.	Total Number of Authorized Shares

 

As of June 30, 2024							(unit: shares)

Items		Type								Notes
		Common Shares				Total
Number of authorized shares			4,000,000,000				4,000,000,000			—
Number of issued shares			760,535,260				760,535,260			—
Number of decreased shares			17,943,759				17,943,759			Cancellation of Treasury Shares Note 1)
Number of treasury shares			53,945				53,945			Note 2)
Number of outstanding shares			742,537,556				742,537,556			—

Note 1) Cancellation of treasury shares : 8,585,799 shares in October 2023, 9,357,960 shares in March 2024

Note 2) Acquired from the issuance of fractional shares (2,322 new fractional shares were added in August 2021 due to the comprehensive stock exchange between Woori Financial Group and Woori Financial Capital. 51,621 shares from comprehensive stock exchange between Woori Financial Group-Woori Investment Bank and Woori Financial Group-Woori Venture Partners, etc.)

 

II.	Business Overview

 

1.	Results of Operations

 

		(unit: billions of Won)

Type		2024 1H				2023				2022
Operating income			2,404				3,499				4,431
Net non-operating income (expense)			(13	)			18				55
Income before income tax			2,391				3,517				4,485
Income tax expense			590				891				1,161
Net income			1,800				2,627				3,324
Controlling Interest			1,755				2,506				3,142
Non-controlling Interest			45				121				182

Note 1) Based on K-IFRS consolidated financial statements

 

14

2.	Funding Sources and Uses of Funds

 

a.	Sources of Funds

 

For the periods indicated other than as noted below		(units: millions of Won, %)

 

Classification		Funding Source		2024 1H												2023												2022
				Average Balance				Interest Rate				Proportion				Average Balance				Interest Rate				Proportion				Average Balance				Interest Rate				Proportion
Source		Deposits			343,814,061				2.91				70.15				324,824,465				2.83				68.98				313,019,768				1.45				68.21
		Borrowings			28,295,821				4.25				5.77				28,052,983				4.02				5.96				27,296,742				1.99				5.95
		Debentures			41,679,131				4.13				8.50				42,458,653				3.55				9.02				45,945,392				2.26				10.01
		Others			42,172,997				—				8.60				42,829,998				—				9.09				42,537,152				—				9.27
		Total Liabilities			455,962,010				—				93.03				438,166,099				—				93.05				428,799,054				—				93.44
Total Equity					34,156,482				—				6.97				32,708,219				—				6.95				30,082,662				—				6.56
Total Liabilities & Equity					490,118,492				—				100.00				470,874,318				—				100.00				458,881,716				—				100.00

Note 1) Average Balance : the simple average of the balances at the start of the fiscal year and at the end of each quarter

Note 2) Based on K-IFRS consolidated financial statements

 

b.	Use of Funds

 

For the periods indicated other than as noted below		(units: millions of Won, %)

 

Type		Managed Item		2024 1H												2023												2022
				Average Balance				Interest Rate				Proportion				Average Balance				Interest Rate				Proportion				Average Balance				Interest Rate				Proportion
Use		Cash & Due from Banks			17,171,955				3.59				3.50				16,692,268				3.26				3.54				16,097,533				1.52				3.51
		Marketable securities			77,344,582				3.18				15.78				75,522,522				3.61				16.04				68,661,882				1.50				14.96
		Loans			352,829,186				5.03				71.99				334,205,508				5.08				70.98				326,710,683				3.73				71.20
		Loans in local currency			303,061,878				4.76				61.83				287,312,990				4.84				61.02				280,414,033				3.53				61.12
		Loans in foreign currency			33,329,625				6.65				6.80				31,215,114				6.64				6.63				30,916,107				4.54				6.74
		Guarantee payments			13,925				1.93				0.00				14,567				2.28				0.00				21,260				2.67				0.00
		Credit card receivables			12,056,633				7.05				2.46				11,215,186				6.85				2.38				10,026,037				7.24				2.18
		Foreign bills bought			4,367,125				5.81				0.89				4,447,651				5.33				0.95				5,333,246				2.58				1.16
		Bad debt expense (Δ)			3,106,695								0.63				2,609,403				—				0.55				2,128,867				—				0.46
		Others			45,879,464								9.36				47,063,423				—				9.99				49,540,485				—				10.79
Total Assets					490,118,492								100.00				470,874,318				—				100.00				458,881,716				—				100.00

Note 1) Average Balance : the simple average of the balances at the start of the fiscal year and at the end of each quarter

Note 2) Based on K-IFRS consolidated financial statements

 

15

3.	Other Information Necessary for Making Investment Decisions

 

a.	Capital Adequacy Ratios

Group BIS Capital Adequacy Ratios

 

As of the end of the period indicated		(units: billions of Won, % )
Type		2024 1H				2023				2022
Equity capital (A)			36,763				34,756				31,404
Risk weighted assets (B)			230,812				219,792				205,307
BIS(Capital adequacy) ratio (A/B)			15.93				15.81				15.30

Note 1) BIS (Bank for International Settlements) Capital Adequacy Ratios = Equity capital / Risk weighted assets * 100

Note 2) Based on K-IFRS consolidated financial statements and Basel III standards

Note 3) 2024 1H figures are estimates only and are subject to change

Capital Adequacy Ratios for Significant Subsidiaries and Consolidated Companies

 

As of the end of the periods indicated										(units: millions of Won, % )
Name of Company		Type				2024 1H				2023				2022
Woori Bank Note 2)		BIS ratio Note 1)		Equity capital (A)			30,326,300				28,237,929				26,119,135
				Risk weighted assets (B)			187,957,223				176,073,743				167,432,214
				Capital adequacy ratio (A/B)			16.13				16.04				15.60
Woori Card Note 3)		Adjusted capital ratio					17.41				16.03				16.54
		Tangible common equity ratio					11.87				10.97				11.28
Woori Financial Capital Note 3)		Adjusted capital ratio					14.12				14.35				13.78
		Tangible common equity ratio					11.55				11.48				10.66
Woori Investment Bank Note 4)		BIS ratio Note 1)		Equity capital (A)			1,120,633				1,127,425				674,082
				Risk weighted assets (B)			4,113,945				4,664,162				4,448,524
				Capital adequacy ratio (A/B)			27.24				24.17				15.15
Woori Asset Trust Note 5)		Operating capital ratio					3,219.51				1,284.26				1,189.77
Woori Asset Management Note 3)		Minimum operating capital ratio					710.84				650.26				681.18
Woori Venture Partners Note 6)		Tangible common equity ratio					87.21				90.82				90.92
Woori Savings Bank Note 7)		BIS Capital adequacy ratio Note1)					19.82				13.21				18.06
Woori Private Equity Asset Management Note 3)		Minimum operating capital ratio					8,560.29				8,618.79				8,937.76

Note 1) BIS (Bank for International Settlements) Capital Adequacy Ratio : Equity capital / Risk weighted assets * 100

Note 2) Figures for Woori Bank are based on the K-IFRS consolidated financial statements and Basel III standards. 2024 1H figures are estimates only and are subject to change

Note 3) Figures for Woori Card, Woori Financial Capital, Woori Asset Management and Woori Private Equity Asset Management are based on the applicable standards for business reports submitted to the Financial Supervisory Service and our K-IFRS separate financial statements

 

16

Note 4) Figures for Woori Investment Bank are based on the applicable standards for business reports submitted to the Financial Supervisory Service and our K-IFRS consolidated financial statements

Note 5) Figures for Woori Asset Trust are based on K-IFRS separate financial statements

Note 6) Figures for Woori Venture Partners are based on K-IFRS consolidated financial statements

Note 7) Figures for Woori Savings Bank are based on K-GAAP

 

b.	Liquidity Ratios

Won Liquidity Ratios

 

As of the end of the periods indicated																										(units: millions of Won, % )
Type		2024 1H												2023												2022
		Won Liquidity Assets				Won Liquidity Liabilities				Won Liquidity Ratio				Won Liquidity Assets				Won Liquidity Liabilities				Won Liquidity Ratio				Won Liquidity Assets				Won Liquidity Liabilities				Won Liquidity Ratio
Woori Financial Group Note 1)			572,342				19,733				2,900.4				111,895				8,155				1,372.1				316,876				7,656				4,138.9
Woori Card Note 2)			8,731,521				3,560,245				245.25				9,119,265				2,454,480				371.54				8,282,745				1,832,484				452.0
Woori Financial Capital Note 2)			2,022,045				1,519,283				133.1				1,919,083				1,245,067				154.1				2,468,298				1,205,067				204.8
Woori Investment Bank Note 2)			4,657,991				1,777,204				262.1				4,032,290				1,926,080				209.4				3,128,499				1,802,149				173.6
Woori Asset Trust Note 2)			320,459				8,364				3,831.6				171,860				18,555				926.2				232,036				32,755				708.4
Woori Savings Bank Note 2), Note 3)			439,645				198,166				221.86				434,495				231,003				188.09				534,678				384,493				139.1
Woori Venture Partners Note 2)			174,307				41,930				415.7				103,367				7,210				1,433.6				109,432				10,707				1,022.1
Woori Private Equity Asset Management Note 2)			31,287				895				3,493.7				27,506				2,396				1,147.8				23,226				1,897				1,224.4

Note 1) Based on current assets and liabilities within one month of maturity

Note 2) Based on current assets and liabilities within 90 days of maturity

Note 3) Based on K-GAAP

Foreign Currency (FC) Liquidity Ratios

 

As of the end of the periods indicated																										(units: millions of Won, % )
Type		2024 1H												2023												2022
		FC Liquidity Assets				FC Liquidity Liabilities				FC Liquidity Ratio				FC Liquidity Assets				FC Liquidity Liabilities				FC Liquidity Ratio				FC Liquidity Assets				FC Liquidity Liabilities				FC Liquidity Ratio
Woori Investment Bank Note 1)			1,851				210				881.24				9,450				7,362				128.36				65,102				63,365				102.74

Note 1) Based on current assets and liabilities within three months of maturity

 

17

Liquidity Coverage Ratios (LCR)

 

								(unit: % )
Name of Company		Type		2024 1H				2023				2022
Woori Bank		Liquidity coverage ratio Note 1)			101.17				101.26				102.40
		Foreign currency liquidity coverage ratio Note 2)			140.24				162.75				143.11
		Ratio of business purpose premises and equipment			9.93				10.20				11.04

Note 1) The LCR is calculated as the average of daily ratios during the applicable period (same as the calculation method used for business disclosures). The applicable LCR requirements for banks were 95.0%, 95.0%, and 92.5% as of June 30, 2024, December 31,2023, and December 31, 2022, respectively.

Note 2) The foreign currency LCR is calculated based on averages of the amount of each category (same as the calculation method used for business disclosures). The applicable foreign currency LCR requirements for banks were 80% for all applicable periods.

 

c.	Profitability Ratio

 

Type		2024 1H								2023								2022
		ROA				ROE				ROA				ROE				ROA				ROE
Woori Financial Group
Including non-controlling interests			0.71				11.10				0.54				8.65				0.70				12.21
Excluding non-controlling interests			0.70				10.82				0.52				8.25				0.66				11.54

Note 1) On an annualized basis based on the applicable standards for business reports submitted to the Financial Supervisory Service.

Note 2) Total assets and total equity : the simple average of the balances at the start of the fiscal year and at the end of each quarter

 

18

d.	Asset Quality

Group Asset Quality

 

						(units: billions of Won, % )
Type		2024 1H				2023				2022
Total loans			380,367				365,780				343,821
Substandard and below loans			2,148				1,357				1,082
Substandard and below loans ratio			0.56				0.37				0.31
Non-performing loans			1,843				1,299				997
NPL ratio			0.48				0.36				0.29
Substandard and below coverage ratio (A/B)			149.7				220.1				217.6
Loan loss reserve (A)			3,215				2,986				2,354
Substandard and below loans (B)			2,148				1,357				1,082

Note 1) Based on the applicable standards for financial holding company business reports submitted to the Financial Supervisory Service

Asset Quality for Significant Subsidiaries and Consolidated Companies

 

																										(units: % )
Type		2024 1H												2023												2022
		Substandard and below ratio				NPL ratio				Substandard and below coverage ratio				Substandard and below ratio				NPL ratio				Substandard and below coverage ratio				Substandard and below ratio				NPL ratio				Substandard and below coverage ratio
Woori Bank			0.23				0.17				249.82				0.18				0.17				320.84				0.19				0.16				263.43
Woori Card			1.44				—				105.23				0.97				—				104.92				0.8				—				104.92
Woori Financial Capital			2.39				—				107.98				2.37				—				113.21				1.22				—				198.56
Woori Investment Bank			5.96				2.02				69.62				0.55				0.55				578.29				0.63				0.58				151.81
Woori Asset Trust			70.37				—				—				32.11				—				—				32.23				—				—
Woori Savings Bank			9.54				—				66.37				3.53				—				101.66				3.22				—				97.54

Note 1) Based on the applicable standards for business reports submitted to the Financial Supervisory Service

Note 2) Figures for Woori Savings Bank are based on K-GAAP

 

19

III.	Financial Information

 

1.	Condensed Financial Statements (Consolidated)

Summary Consolidated Statement of Financial Position

 

(The Company and its Consolidated Subsidiaries, as of the end of the periods indicated)		(unit: millions of Won)

 

Classification		2024 1H				2023				2022
ASSETS
Cash and cash equivalents			25,471,632				30,556,618				34,219,148
Financial assets at fair value through profit or loss (“FVTPL”)			23,309,282				21,544,756				19,860,573
Financial assets at fair value through other comprehensive income			38,875,628				37,891,495				33,085,080
Securities at amortized cost			22,408,759				23,996,172				28,268,516
Loans and other financial assets at amortized cost			387,374,084				373,148,148				355,760,729
Investments in joint ventures and associates			1,899,281				1,795,370				1,305,636
Investment properties			495,032				472,768				387,707
Premises and equipment			3,306,955				3,176,759				3,142,930
Intangible assets and goodwill			1,025,291				996,842				849,114
Assets held for sale			35,333				20,345				13,772
Net defined benefit asset			111,599				240,260				319,280
Current tax assets			69,325				203,542				53,274
Deferred tax assets			49,904				93,366				109,299
Derivative assets (designated for hedging)			85,106				26,708				37,786
Other assets			4,263,954				3,841,787				3,061,552
Total assets			508,781,165				498,004,936				480,474,396
LIABILITIES
Financial liabilities at FVTPL			7,515,789				6,138,313				8,952,399
Deposits due to customers			359,302,549				357,784,297				342,105,209
Borrowings			30,315,001				30,986,746				28,429,603
Debentures			42,102,432				41,239,245				44,198,486
Provisions			634,578				806,031				545,865
Net defined benefit liability			4,375				6,939				35,202
Current tax liabilities			145,887				103,655				843,555
Deferred tax liabilities			653,876				470,311				31,799
Derivative liabilities (designated for hedging)			150,585				153,007				202,911
Other financial liabilities			32,033,007				26,115,005				22,811,868
Other liabilities			775,472				803,897				690,157
Total liabilities			473,633,551				464,607,446				448,847,054
EQUITY
Owners’ equity:			33,466,569				31,666,881				28,761,897
Capital stock			3,802,676				3,802,676				3,640,303
Hybrid securities			4,409,042				3,611,129				3,112,449
Capital surplus			937,826				935,563				682,385
Other equity			(1,598,997	)			(1,668,957	)			(2,423,392	)
Retained earnings			25,916,022				24,986,470				23,750,152
Non-controlling interests			1,681,045				1,730,609				2,865,445
Total equity			35,147,614				33,397,490				31,627,342
Total liabilities and equity			508,781,165				498,004,936				480,474,396
Number of Consolidated Subsidiaries (excluding holding company)			184				179				167

 

20

Summary Consolidated Statement of Comprehensive Income

 

(The Company and its Consolidated Subsidiaries, for the periods indicated)		(unit: millions of Won, except per share amounts)
Classification		2024 1H				2023 1H				2023				2022
Operating income			2,404,009				2,147,438				3,499,029				4,430,524
Net interest income			4,395,099				4,412,993				8,742,540				8,696,579
Net fees and commissions income			1,058,166				842,265				1,720,481				1,710,170
Dividend income			152,738				92,005				240,293				159,982
Net gain or loss on financial instruments at FVTPL			902,118				360,517				488,486				238,502
Net gain or loss on financial assets at FVTOCI			38,515				(398	)			(37,641	)			(21,498	)
Net gain or loss arising on financial assets at amortized cost			165,645				115,708				203,942				74,204
Impairment losses due to credit loss			(775,492	)			(817,815	)			(1,894,916	)			(885,272	)
General and administrative expenses			(2,100,987	)			(2,057,916	)			(4,443,433	)			(4,529,890	)
Other net operating expenses			(1,431,793	)			(799,921	)			(1,520,723	)			(1,012,253	)
Non-operating income (expense)			(13,150	)			1,095				18,424				54,850
Net income before income tax expense			2,390,859				2,148,533				3,517,453				4,485,374
Income tax expense			(590,439	)			(534,721	)			(890,559	)			(1,161,392	)
Net income			1,800,420				1,613,812				2,626,894				3,323,982
Net income attributable to owners			1,755,496				1,538,876				2,506,296				3,141,680
Net income attributable to the non-controlling interests			44,924				74,936				120,598				182,302
Other comprehensive income (loss), net of tax			66,598				382,460				663,537				(239,819	)
Items that will not be reclassified to profit or loss			(136,151	)			72,019				122,334				216,767
Items that may be reclassified to profit or loss			202,749				310,441				541,203				(456,586	)
Total comprehensive income			1,867,018				1,996,272				3,290,431				3,084,163
Comprehensive income attributable to the owners			1,819,493				1,907,895				3,164,464				2,909,053
Comprehensive income attributable to non-controlling interests			47,525				88,377				125,967				175,110
Net income per share:
Basic and diluted loss per share (in Korean Won)			2,262				2,028				3,230				4,191

 

21

2.	Condensed Financial Statements (Separate)

Summary Statement of Financial Position

 

(The Company, as of the end of the period indicated)		(unit: millions of Won)

 

Classification		2024 1H				2023				2022
ASSETS
Cash and cash equivalents			225,281				289,507				313,361
Financial assets at fair value through profit or loss			—				—				689
Financial assets at fair value through other comprehensive income			545,153				539,709				312,771
Loans and other financial assets at amortized cost			1,952,420				1,104,815				2,041,877
Investments in subsidiaries			24,144,282				23,670,476				22,394,915
Premises and equipment			4,447				6,609				11,052
Intangible assets			3,710				4,052				4,859
Net defined benefit asset			—				3,941				5,947
Current tax assets			51,046				158,951				14,350
Deferred tax assets			5,736				7,478				13,433
Other assets			294				484				322
Total assets			26,932,369				25,786,022				25,113,576
LIABILITIES
Debentures			1,588,028				1,587,659				1,447,762
Provisions			1,230				1,227				487
Net defined benefit liability			563				—				—
Current tax liabilities			103,298				32,125				721,795
Other financial liabilities			106,048				163,621				46,039
Other liabilities			333				392				591
Total liabilities			1,799,500				1,785,024				2,216,674
EQUITY
Capital stock			3,802,676				3,802,676				3,640,303
Hybrid securities			4,408,867				3,610,953				3,112,273
Capital surplus			11,120,236				11,120,236				10,909,281
Other equity			(4,846	)			(7,871	)			(26,186	)
Retained Earnings			5,805,936				5,475,004				5,261,231
Total equity			25,132,869				24,000,998				22,896,902
Total liabilities and equity			26,932,369				25,786,022				25,113,576

 

22

Summary Statement of Comprehensive Income

 

(The Company, for the period indicated)		(unit: millions of Won, except per share amounts)

 

Classification		2024 1H				2023 1H				2023				2022
Operating income:			1,158,218				1,445,324				1,424,670				1,185,627
Net interest expense			6,181				15,692				27,495				(5,030	)
Interest income			28,748				32,068				64,592				25,614
Interest expense			(22,567	)			(16,376	)			(37,097	)			(30,644	)
Net fees and commissions loss			(8,848	)			(8,755	)			(20,097	)			(15,059	)
Fees and commissions income			813				798				1,625				1,596
Fees and commissions expense			(9,661	)			(9,553	)			(21,722	)			(16,655	)
Dividend income			1,195,721				1,472,869				1,482,956				1,272,393
Net gain or loss on financial instruments at FVTPL			—				2,023				2,023				1,018
Reversal of (Provisions for) impairment losses due to credit loss			(442	)			(978	)			(348	)			(244	)
General and administrative expenses			(34,394	)			(35,527	)			(67,359	)			(67,451	)
Non-operating income (expense)			(63	)			9				(1,043	)			(1,363	)
Net income before income tax expense			1,158,155				1,445,333				1,423,627				1,184,264
Income tax benefit (expense)			(658	)			96				881				(1,015	)
Net income			1,157,497				1,445,429				1,424,508				1,183,249
Other comprehensive income (loss), net of tax			3,025				7,885				18,916				(22,312	)
Items that will not be reclassified to profit or loss			3,025				7,885				18,916				(22,312	)
Net gain or loss on valuation of equity securities at FVTOCI			4,008				8,826				19,789				(24,676	)
Remeasurement of the net defined benefit liability			(983	)			(941	)			(873	)			2,364
Total comprehensive income			1,160,522				1,453,314				1,443,424				1,160,937
Net income per share:
Basic and diluted income per share (in Korean Won)			1,450				1,899				1,754				1,499

 

23

3.	Dividend Information

As a financial holding company, we depend on receiving dividends from our subsidiaries to pay dividends, and our subsidiaries pay us dividends within the limits of their distributable profits after deducting the necessary internal reserves required to maintain the adequate regulatory capital imposed by the financial authorities by sector. Therefore, the levels of our dividend payouts take into holistic consideration the current and future asset growth of Woori Financial Group and its subsidiaries and surplus funds after maintaining the appropriate capital adequacy ratios, among other factors.

In February 2023, we disclosed our “Shareholder Return Policy and Group Capital Management Plan considering the Total Shareholder Return Rate (including dividends and share buybacks and cancellations).” In our 2023 fiscal year business report, we amended our existing shareholder return policy by increasing the CET1 ratio benchmark from 12% to 13%, taking into consideration the strengthened regulations on capital, our expanded loss-absorbing capacity, and the shareholder return levels of our competitors.

Accordingly, in 2023, we achieved a total shareholder return (“TSR”) of approximately 33.8% through the payment of quarterly dividends (Won 180 per share for each of the 2nd and 3rd quarters), our first-ever buyback and cancellation of treasury shares worth Won 100 billion , and the payment of year-end dividends of Won 640 per share. In 2024, we repurchased and canceled all of the remaining shares that had been held by KDIC (9,357,960 shares), which amounted to approximately Won 136.6 billion and paid out quarterly dividends from the first quarter onwards (Won 180 per share for the 1st and 2nd quarters).

On July 25, 2024 we became the first financial group in Korea to disclose the “Corporate Value Enhancement Plan” as our guide to enhance corporate value by increasing shareholder returns based on the CET1 ratio. (For more details, please refer to the materials posted on our website (https://www.woorifg.com))

Some of the highlights of the shareholder return direction and the plan are as follows: ^{Note 1)}

① Concurrently paying out dividends and buying back and canceling treasury shares while gradually increasing their amounts (continually increasing the DPS)

② CET1 Ratio Tiered to enhance sustainability and visibility

 

Tier 1

Tier 2

Tier 3

Tier 4

CET1 Ratio

~ 11.5

%

11.5 ~ 12.5

%

12.5 ~ 13.0

%

13.0

% ~

Total Shareholder Return

~ 30

%

~ 35

%

~ 40

%

~ 50

%

Note 1) The TSR and DPS may vary depending on macroeconomic conditions, regulatory policies/guidelines and management purposes (including one-off events such as M&As)

 

24

Note 2) The determination of the CET1 ratio tier is applied on a year-end basis

③When the TSR is within 40%, maintain a dividend payout ratio of approximately 30%, while buying back and cancelling as treasury shares the excess amount

When the TSR is over 40%, maintain a balance of dividend payments and share buybacks and cancellation

We will continue our efforts to enhance our shareholder value and ensure the predictability of our shareholder return policy. If there are any changes to the shareholder return policy, we will actively communicate with our stakeholders through notices and disclosures.

Key information regarding dividends:

 

Items				2024 1H				2023				2022
Par value per share (Won)					5,000				5,000				5,000
Net profit (Millions of Won)					1,755,496				2,506,296				3,141,680
Earnings per share (Won)					2,262				3,230				4,191
Total cash dividends (Millions of Won)					267,314				747,302				822,706
Total stock dividends (Millions of Won)					—				—				—
Cash dividend payout ratio (%)					15.23				29.82				26.19
Cash dividend yield (%)		Common Shares			2.5				6.7				8.8
		Preferred Shares			—				—				—
Stock dividend yield (%)		Common Shares			—				—				—
		Preferred Shares			—				—				—
Cash dividend per share (Won)		Common Shares			360				1,000				1,130
		Preferred Shares			—				—				—
Stock dividend per share (Share)		Common Shares			—				—				—
		Preferred Shares			—				—				—

Note 1) The dividends for 1H 2024include first quarter dividends of Won 133,657 million (Won 180 per share) and second quarter dividends of Won 133,657 million (Won 180 per share through a board resolution on July 25, 2024)

Note 2) The dividends for FY2023 include second quarter dividends of Won 130,748 million (Won 180 per share) and third quarter dividends of Won 135,341 million (Won 180 per share)

Note 3) The dividends for FY2022 include an interim dividend of Won 109,209 million (Won 150 per share)

Note 4) The above cash dividend yield is calculated as the percentage of dividend per share to the arithmetic average price formed in the stock market during the past week, starting from two trading days before the record date. The percentage is rounded to the first decimal place.

 

25