Woori Financial Group Inc.

10/04/2024 | Press release | Distributed by Public on 10/03/2024 23:16

Decision on Issuance of Amortized Contingent Capital Securities

Report of Disclosure Revision
Revision Date 2024-09-30
1. Disclosure Documents in relation with Revision Decision on Issuance of Bail-in Contingent Capital Securities
2. Submission date of documents 2024-07-26
3. Reason for Revision Change in issuance conditions
4. Revised Information
information before revision after revision
2. Total face value of bonds (or electronically registered bonds) (KRW) 270,000,000,000 400,000,000,000
3. Purpose of financing - Operating capital (KRW) : 70,000,000,000

- Debt repayment (KRW) : 200,000,000,000 		- Operating capital (KRW) : 100,000,000,000

- Debt repayment (KRW) : 200,000,000,000

- Other purposes (KRW) : 100,000,000,000
4. Interest rate - Coupon rate (%) : -
- Yield to maturity (%) : - 		- Coupon rate (%) : 4.00
- Yield to maturity (%) : 4.00
19. Other matters to be factored into investment decisions (1) The purpose of this financing is to raise the BIS capital adequacy ratio by securing additional Tier 1 capital.

(2) The "2. Total face value of bonds (or electronically registered bonds)" above will be determined following the results of the demand forecast, within the issuance amount approved by the board of directors. The issuance amount approved by the board of directors is within Won 400 billion.

(3) The coupon rate and yield to maturity stated in "4. Interest rate" will be determined after reflecting the actual interest rate in the period of issuance according to the forecast results of demand.

(4) No specific "5. Maturity date of bonds" is determined; therefore, the earliest date is considered the maturity date in the following dates.
① When bankruptcy or corresponding procedures begin after the declaration of bankruptcy against the issuing company under the "Debt Rehabilitation and Bankruptcy Act" or any act substituting it.
② When liquidation procedures do not constitute bankruptcy or rehabilitation procedures of the issuing company.

(5) While the "5. Maturity date of bonds" is perpetual, the bond is issued under the condition that the early repayment option is granted 5 years from the date of issuance. The interim redemption may be made at the issuing company's option every interest (dividend) payment date (every 3 months) on or after the option matures, provided the Governor of the Financial Supervisory Service's approval has been received in advance.

(6) The items "10. Date of subscription" and "11 Date of payment" may be altered depending on the schedules of discussion with the supervisory authorities and the conditions of the issuing market.

(7) Please refer to the securities registration statement, which will be submitted later, to learn more about these securities. 		(1) The purpose of this financing is to raise the BIS capital adequacy ratio by securing additional Tier 1 capital.

(2) No specific "5. Maturity date of bonds" is determined; therefore, the earliest date is considered the maturity date in the following dates.
① When bankruptcy or corresponding procedures begin after the declaration of bankruptcy against the issuing company under the "Debt Rehabilitation and Bankruptcy Act" or any act substituting it.
② When liquidation procedures do not constitute bankruptcy or rehabilitation procedures of the issuing company.

(3) While the "5. Maturity date of bonds" is perpetual, the bond is issued under the condition that the early repayment option is granted 5 years from the date of issuance. The interim redemption may be made at the issuing company's option every interest (dividend) payment date (every 3 months) on or after the option matures, provided the Governor of the Financial Supervisory Service's approval has been received in advance.

(4) The items "10. Date of subscription" and "11. Date of payment" may be altered depending on the schedules of discussion with the supervisory authorities and the conditions of the issuing market.

(5) Please refer to the securities registration statement, which will be submitted later, to learn more about these securities.
[Intended Use of Funds] The purpose of this financing is to raise the BIS capital adequacy ratio by securing additional Tier 1 capital, and the funds raised will be used for, among others, general business operations and repayment of debt. The purpose of this financing is to raise the BIS capital adequacy ratio by securing additional Tier 1 capital, and the funds raised will be used for general business operations, repayment of debt, and other purposes(increase capital of subsidiary).
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Decision on Issuance of Bail-in Contingent Capital Securities
1. Type of securities Series No. 18 Type Domestic, unregistered, unsecured, uncollateralized, bail-in contingent capital securities (hybrid securities)
2. Total face value of bonds (or electronically registered bonds) (KRW) 400,000,000,000
2-1. (Overseas issuance of bonds) Total face value of bonds (or electronically registered bonds) (currency unit) - KRW : South-Korean Won
Basic exchange rate, etc. -
Region of issuance -
Name of exchange (if overseas listing) -
3. Purpose of financing Facility investment (KRW) -
Business acquisition (KRW) -
Operating capital (KRW) 100,000,000,000
Debt repayment (KRW) 200,000,000,000
Acquisition of securities issued by other corporations (KRW) -
Other purposes (KRW) 100,000,000,000
4. Interest rate Coupon rate (%) 4.00
Yield to maturity (%) 4.00
5. Maturity date of bonds -
6. Interest payment method - The interest (dividend) on these securities shall be post-paid, divided into four equal parts, by applying the interest rate of the bonds every three months from the date of issuance until the principal has been repaid. Should the date of interest (dividend) payment fall on a bank holiday, the payment shall be made on the first business day following such date. Even if the payment is delayed, no interest (dividend) shall be calculated and paid separately for the days delayed.

- The Interest (dividend) on the securities shall be paid out of the dividends available for payment based on the Detailed Regulations on Supervision of Banking Business (Criteria for the calculation of the equity ratio for credit and operational risk-weighted assets [based on Basel Ⅲ]) - 6. Additional Tier 1 - b. Criteria for recognition of Additional Tier 1.

[Suspension of arbitrary interest (dividend) payments]
The issuing company shall have full discretion over the cancellation of the interest (dividend) payment for these securities. The cancellation of the interest (dividend) payment does not operate as a restriction other than as a dividend-related matter for the common shareholders. Furthermore, the cancellation of interest (dividend) payment shall not be considered a case of default. The issuing company shall be fully and completely entitled to use the canceled amount to repay debts that have matured.

[Suspension of mandatory interest (dividend) payments]
In the event of any cause or reason applicable under any of the following, the obligation to pay interest (dividend) shall be extinguished for the period running from the relevant cause's occurrence until it is addressed (hereinafter the "period of interest (dividend) suspension"). The extinction of such obligation to pay interest (dividend) shall not be regarded as a cause of default or bankruptcy.

(1) Until the cause is addressed, where the issuing company is designated as an insolvent financial institution as provided under the "Act on Structural Improvement of the Financial Industry", or if the Financial Services Commission issues a "Recommendation for Management Improvement", "Demand for Management Improvement", or "Order for Management Improvement" according to Articles 36 through 38 of the Regulations on the Supervision of Financial Holding Companies, or if emergency action is imposed according to Article 40.

(2) Where it is necessary to comply with the minimum internal reservation ratio, such as the profit dividend specified in "Appendix 3-3" under the Regulations on Supervision of Financial Holding Company, because of the shortfall of the capital adequacy ratio, including the conversation buffer against the ratio specified in "Appendix 3-2" under of the Regulations on Supervision of Financial Holding Company, according to Article 25 Paragraph 5 of the Supervisory Regulations on Financial Holding Companies.
7. Principal payment method - In the case of interim redemption of the securities, the issuing company has complete autonomy to choose whether to repay the debt and requires approval by the Governor of the Financial Supervisory Service after one of the following terms are satisfied.

(1) Where, in consideration of the issuing company's profitability among others, these securities are replaced with capital of higher or equivalent quality considered to be sufficiently bearable.

(2) Even after the repayment is made, if the capital exceeds the ratio specified under the related regulation and the Governor of the Financial Supervisory Service has made an advance approval, repayment may be made for the par value of these securities.

- The interim redemption of this case at the issuing company's option may be made 5 years after the date of issuance following the terms and conditions specified at the time of this bond's issuance and only if prior approval is secured from the Governor or the Financial Supervisory Service. Should the maturity date fall on a bank holiday, the principal and interest shall be paid on the next business day.

- Furthermore, there are no conditions attached to the bonds that would impose a burden on the issuing company to make the redemption or which would cause an investor to expect that redemption will be made.
8. Bond issuance method Public offering
9. Details of debt adjustment Cause of debt adjustment Where the issuer has been designated as an insolvent financial institution following Article 2 Subparagraph 2 of the Act on the Structural Improvement of the Financial Industry
Scope of debt adjustment Total principal and interest of bonds (KRW)
Procedures used to determine scope of debt adjustment Should a reason arise for debt restructuring by the issuing company, these securities will be permanently amortized in full. In this case, the amortization of the securities will not be considered a cause of non-performance or default. The amortization will become effective on the third business day from the date when the cause for debt restructuring occurs.
9-1. Details of option - Type of option : Call option
- Option exercised by : Issuing company
- Option structure : While the maturity date of the bond is perpetual, there is an option for interim redemption 5 years from the date of issuance. (The interim redemption may be made every interest (dividend) payment date (every 3 months) only when there is a pre-approval by the Governor of the Financial Supervisory Service according to the issuing company's decision after the date when the option matures.)
10. Date of subscription 2024-10-10
11. Date of payment 2024-10-10
12. Lead underwriter Korea Investment & Securities Co., Ltd. and Hanyang Securities, Ltd.
13. Guarantor -
14. Date of board resolution (decision date) 2024-07-26
- Attendance of outside directors Present (No.) 7
Absent (No.) 0
- Attendance of auditors (members of Audit Committee) -
15. Subject to filing of securities registration statement? Yes
16. Reasons for exemption from filing securities registration statement None
17. Details of securities lending & borrowing transaction related to overseas issuance of securities -
18. Subject to reporting to the Fair Trade Commission? No
19. Other matters to be factored into investment decisions (1) The purpose of this financing is to raise the BIS capital adequacy ratio by securing additional Tier 1 capital.

(2) No specific "5. Maturity date of bonds" is determined; therefore, the earliest date is considered the maturity date in the following dates.
① When bankruptcy or corresponding procedures begin after the declaration of bankruptcy against the issuing company under the "Debt Rehabilitation and Bankruptcy Act" or any act substituting it.
② When liquidation procedures do not constitute bankruptcy or rehabilitation procedures of the issuing company.

(3) While the "5. Maturity date of bonds" is perpetual, the bond is issued under the condition that the early repayment option is granted 5 years from the date of issuance. The interim redemption may be made at the issuing company's option every interest (dividend) payment date (every 3 months) on or after the option matures, provided the Governor of the Financial Supervisory Service's approval has been received in advance.

(4) The items "10. Date of subscription" and "11. Date of payment" may be altered depending on the schedules of discussion with the supervisory authorities and the conditions of the issuing market.

(5) Please refer to the securities registration statement, which will be submitted later, to learn more about these securities.
[Details of Issuance to Designated Purchasers]
Name Relationship to company or the largest shareholder Total face value of bonds (or electronically registered bonds) (KRW)
- - -
[Intended Use of Funds]
The purpose of this financing is to raise the BIS capital adequacy ratio by securing additional Tier 1 capital, and the funds raised will be used for general business operations, repayment of debt, and other purposess(increase capital of subsidiary).
The contents of this English disclosure have been prepared solely by the relevant
listed company and has not been reviewed, audited or examined by KRX. The English disclosure is being provided for reference purposes only to assist foreign investors in their investment decisions relating to such listed company's listed securities. In the event of any discrepancy or difference between the contents of the Korean disclosure and those of the English disclosure, the Korean version shall prevail. It is, therefore, imperative that you review the original Korean disclosure available on KIND (https://kind.krx.co.kr) before making any investment decision.