UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form CB

 

 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering)		☐
Securities Act Rule 802 (Exchange Offer)		☒
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)		☐
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)		☐
Exchange Act Rule 14e-2(d) (Subject Company Response)		☐
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)		☐

 

 

TONGYANG Life Insurance Co., Ltd.

(Name of Subject Company)

 

 

Not Applicable

(Translation of Subject Company’s Name into English (if applicable))

The Republic of Korea

(Jurisdiction of Subject Company’s Incorporation or Organization)

Woori Financial Group Inc.

(Name of Person(s) Furnishing Form)

Common Shares of TONGYANG Life Insurance Co., Ltd.

(Title of Class of Subject Securities)

Not Applicable

(CUSIP Number of Class of Securities (if applicable))

Daigou Sung

TONGYANG Life Insurance Co., Ltd.

Gran Seoul Building

33, Jong-ro, Jongno-gu

Seoul 03159, Korea

(Tel) +82-2-728-9517

with a copy to:

Jinduk Han, Esq.

Cleary, Gottlieb, Steen & Hamilton LLP

Foreign Legal Consultant Office

19F, Ferrum Tower

19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea

(Tel) +82-2-6353-8020

(Name, Address (including zip code) and Telephone Number (including area code)

of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

Not Applicable

(Date Tender Offer/Rights Offering Commenced)

 

PART I – INFORMATION SENT TO SECURITY HOLDERS

 

Item 1.

Home Jurisdiction Documents

 

(a)

Prospectus, dated July 16, 2026, attached hereto as Exhibit 1.

 

(b)

Not applicable

 

Item 2.

Informational Legends

A legend in compliance with Rule 802(b) under the Securities Act of 1933, as amended, has been included in Exhibit 1.

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

(1)

Not applicable

 

(2)

Not applicable

 

(3)

Not applicable

PART III – CONSENT TO SERVICE OF PROCESS

 

(1)

Woori Financial Group Inc. is filing with the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X concurrently with the furnishing of this Form CB.

 

(2)

Not Applicable

PART IV – SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

/s/ Jeong-Soo Lee

(Signature)

Jeong-Soo Lee, President

(Name and Title)

Woori Financial Group Inc.

July 16, 2026

(Date)

Exhibit 1

Important information

This exchange offer involves the securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the issuer may purchase securities otherwise than in the exchange offer, such as in open market or privately negotiated purchases.

PROSPECTUS

SUMMARY INFORMATION

I. Key Investment Risks

 

The key investment risks set forth below are a concise summary of only the material risk factors described in the body of this Registration Statement, provided to enhance investors’ understanding. For detailed information regarding investment risk factors, please refer to “Part I. OVERVIEW [of the merger, etc.] — VI. Investment Risk Factors” of this Registration Statement.

 

Business Risks		[Business Risks of Woori Financial Group Inc., the Wholly-Owning Parent Company]   A. Risks Relating to the Competitiveness and Operating Results of the Financial Holding Company’s Subsidiaries   The Wholly-Owning Parent Company is a financial holding company established under the Financial Holding Companies Act (the “FHCA”). Under applicable laws, financial holding companies such as the Wholly-Owning Parent Company are prohibited from engaging in any profit-making business other than the management of subsidiaries, including the provision of financial support to subsidiaries, equity investments in subsidiaries and the management thereof, and activities incidental thereto. Accordingly, dividends and other distributions from subsidiaries constitute its principal source of income. Accordingly, the competitive factors of a financial holding company are directly linked to the competitiveness of its subsidiaries within their respective industries. The Wholly Owning Parent Company is engaged in financial businesses, including banking through its principal banking subsidiary, as well as insurance, credit card, capital financing, financial investment (securities), asset management and real estate trust businesses. If efficient management of the subsidiaries by the Wholly-Owning Parent Company is not achieved in the future, it may adversely affect the overall business conditions of the Wholly-Owning Parent Company, and the competitiveness and operating performance of its subsidiaries may directly affect the competitiveness and profitability of the Wholly-Owning Parent Company. In order to assess the business risks of the Wholly-Owned Parent, a comprehensive review of the operating status of the Subsidiary is necessary, and Investors are advised to take note of this matter.   B. Risks Arising from Changes in the Regulatory Regimes   The financial services industry is a key sector of the national economy and a highly regulated industry, and is therefore significantly affected by the regulations and policies of financial regulatory authorities and the government. Therefore, the Wholly-Owning Parent Company and its subsidiaries are exposed to risks of fluctuations in profitability arising from changes in the business environmental and regulatory developments; accordingly, investors are advised to take into account not only the competitiveness of the individual subsidiaries but also the overall external environment, including macroeconomic conditions and the government’s regulatory environment, when making investment decisions.   C. Risks Arising from Changes in Domestic and International Financial Markets   Risks arising from uncertainty in domestic and international economic conditions have a significant impact on the financial industry, and the financial services industry is directly and indirectly affected by such risks. The Group, including the Wholly-Owning Parent Company, is significantly affected by changes in domestic and international financial markets. As a result, volatility in interest rates, exchange rates, bond and equity prices and other market factors may directly or indirectly affect the business of the Wholly-Owning Parent Company. Investors are advised to take this into consideration.

 

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		D. Risks Arising from an Increase in the Double Leverage Ratio   The Double Leverage Ratio refers to the ratio of a financial holding company’s total equity investments in its subsidiaries to its equity capital. Any amount exceeding 100% represents equity investments financed through borrowings by the holding company, and the level recommended by the financial authorities is 130% or less. If the Double Leverage Ratio exceeds 130%, which is the supervisory authority’s recommended threshold, the financial holding company may be adversely affected in its management condition evaluation.   The average Double Leverage Ratio of domestic financial holding companies was 115.66% as of the end of 2025 (106.88% for the Wholly-Owning Parent Company as of the end of 2025). However, given the capital structure of the financial holding company, which is heavily dependent on dividends from its core subsidiaries, there is a risk that it may become subject to regulatory sanctions if its Double Leverage Ratio exceeds 130%, the level recommended by the financial authorities, as a result of factors such as future expansion of its business through M&A, uncertainty in the financial markets and the trend toward strengthened government regulation. Investors are advised to take this into consideration.   E. Risks Arising from Intensified Competition Resulting from the Restructuring of the Financial Industry   Financial companies are pursuing mergers and acquisitions to achieve greater scale, diversification and operating synergies, and, as the financial industry undergoes restructuring, competition is expected to intensify further. In May 2024, the Financial Services Commission approved the conversion of Daegu Bank (currently iM Bank), a regional bank, into a commercial bank, which is expected to intensify competition among commercial banks. Investors are advised to note that such changes may adversely affect the profitability of financial holding companies, including the Wholly-Owned Parent Company.   F. Risks Associated with Personal Information   As incidents involving the leakage of personal information continue to occur in the financial sector, and attempts by external parties to gain unauthorized access to customer information held by financial institutions, including the Wholly-Owned Parent Company, are expected to persist, strengthened internal security measures through robust internal control procedures are required to protect customer information. In May 2024, the Financial Supervisory Service conducted an inspection of Woori Card, a subsidiary of the Wholly-Owned Parent Company, in connection with a personal information leakage incident. In March 2025, the Personal Information Protection Commission imposed an administrative fine of approximately KRW 13.4 billion on Woori Card for violations of the Personal Information Protection Act. Meanwhile, according to a press report published in July 2025, certain insurance companies were reported to have been subject to administrative fines for violations of the Credit Information Act. Accordingly, ongoing monitoring of related developments will be required.

 

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		Meanwhile, Woori Bank, a subsidiary of the Wholly-Owning Parent Company, experienced an incident on June 30, 2026, in which 17,551 customers’ personal information, which had been arbitrarily retained by an external software development vendor that had carried out the NFT platform development project, was leaked due to the vendor’s negligence. As of the date of submission of this amended securities registration statement, it has been confirmed that there have been been no cases in which the leaked information has been disseminated online or offline or otherwise misused. Although this incident arose during the management of an outsourced service provider responsible for personal information processing, depending on the results of investigations by the relevant authorities, additional costs may be incurred in the future in connection with administrative sanctions under applicable laws and regulations, damages, litigation, increased investment in information security, and the strengthening of internal control systems, Investors should be aware that, in the event of an information breach, the Wholly-Owning Parent Company and its wholly-owned subsidiaries could suffer reputational damage, incur costs associated with damage claims, and experience reduced revenue due to customer attrition.   G. Risks Arising from the Emergence and Growth of the Fintech Industry   Driven by the development of innovative technologies associated with the Fourth Industrial Revolution, fintech (financial + technology), a new form of financial service that combines finance and technology, is fundamentally transforming the structure of the financial industry. Accordingly, the government announced the “Plan for Revitalizing the Fintech Industry” at the Third Ministerial Meeting on Regulatory Reform in May 2015, and subsequently announced additional measures to provide institutional support for fintech companies, including related regulatory reforms, such as the “Plan for Revitalizing Fintech Innovation” in March 2018, the “Strategy for Promoting Financial Innovation through Fintech Revitalization” in January 2019, and the “Strategy for Promoting Fintech Scale-Up” in December 2019.   In January 2020, amendments to the three data-related Acts (the Personal Information Protection Act, the Act on Promotion of Information and Communications Network Utilization and Information Protection, Etc., and the Credit Information Use and Protection Act) were passed by the plenary session of the National Assembly and entered into force in August 2020. With the advent of the “MyData” era under the Enforcement Decrees of the three data-related Acts, personal information may be provided to fintech companies and other entities with customers’ consent, necessitating the implementation of industry-wide measures and the establishment of business strategies in response thereto. The emergence of the fintech industry has created opportunities for existing banks to provide new financial services utilizing such technology; however, as non-financial companies are now also able to enter the fintech market, financial holding companies may face reduced profitability as a result of increased competition in the evolving financial environment. Investors are advised to exercise caution in this regard.   H. Risks Arising from the Launch of Internet-Only Banks   The Financial Services Commission announced its policy direction for deregulation relating to internet-only banks in June 2015 and, as of the date immediately preceding the filing date of this Registration Statement, had granted licenses to three internet-only banks, while currently pursuing the licensing of a fourth internet-only bank. While the introduction of Internet-only banks may have positive effects, such as cost savings for Internet banks and enhanced product development by existing financial institutions, increased competition may result in decreased market share, reduced price competitiveness and lower profitability for existing commercial banks. Investors are advised to consider this risk when making an investment decision.

 

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		I. Risks Arising from Enhanced Anti-Money Laundering Requirements   Anti-money laundering requirements applicable to financial institutions are being strengthened both domestically and internationally. In recent years, examinations conducted by Korean financial authorities, similar to those conducted by international organizations and U.S. financial regulatory authorities, have increasingly focused on evaluating the substantive operational effectiveness of anti-money laundering systems rather than mere formal compliance. The assessment results are directly linked to the external competitiveness of the financial industry and therefore constitute a risk factor for financial institutions, and the strengthening of sanctions by major countries may adversely affect the soundness of financial institutions subject to anti-money laundering regulations.   Meanwhile, beginning in January 2019, the Financial Action Task Force (FATF) conducted a mutual evaluation (the “Mutual Evaluation”) of Korea’s anti-money laundering and counter-terrorist financing regime and published its Mutual Evaluation Report on Korea on April 16, 2020. The results of such Mutual Evaluations are widely used by credit rating agencies and other institutions as a measure of the transparency of the financial and judicial systems of the relevant countries. The results of Korea’s Mutual Evaluation placed Korea in the category of “Enhanced Follow-Up,” the same category as the United States, Australia, Canada, Singapore and China. Korea was also assessed as having a sound understanding of money laundering and terrorist financing risks and as achieving positive outcomes based on robust legal and institutional frameworks. Based on the assessment results, Korea is subject to follow-up monitoring by the FATF. If Korea receives an unfavorable assessment during such follow-up monitoring or in a future Mutual Evaluation, Korea’s international creditworthiness, the financing costs of exporting companies and correspondent banking relationships may be adversely affected. Investors are advised to take this into consideration.   [Business Risks of Tongyang Life Insurance Co., Ltd., a Wholly-Owned Subsidiary]   A. Risks Arising from Economic Fluctuations   The life insurance industry is a domestic industry that is highly sensitive to household disposable income and macroeconomic indicators. According to the Bank of Korea (February 2026), Korea’s economic growth rate for 2026 is projected to be 2.0%, up 1.0 percentage point from 1.0% in the previous year, driven by strong exports of key IT industry products. However, the growth trajectory remains highly uncertain, as economic growth is expected to moderate again to 1.8% in 2027. Furthermore, the IMF (April 2026) revised downward its forecast for global economic growth in 2026 to 3.1% from 3.4% in the previous year, reflecting heightened protectionism and geopolitical risks. Such domestic and global economic downturns are likely to reduce real household income, which may lead to higher insurance policy lapse rates and reduced demand for new insurance contracts. In particular, under the IFRS 17 and K-ICS regimes, the volatility of capital and earnings resulting from macroeconomic fluctuations has increased significantly compared to the past due to the mark-to-market valuation of assets and liabilities. Accordingly, investors are advised to carefully consider the adverse effects that domestic and international economic fluctuations may have on the financial soundness and operating performance of the life insurance industry.

 

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		B. Risks Arising from Intensified Competition in the Life Insurance Industry   The life insurance industry has high regulatory barriers to entry, including a minimum capital requirement of KRW 30 billion for engaging in a comprehensive life insurance business. However, as of January 2026, 22 life insurers were competing intensely in the market. While an oligopolistic market structure persists, with the top three insurers by premium income in 2025 (Samsung, Hanwha and Kyobo) accounting for 50.6% of the market, competition for market leadership has intensified as the market share of domestic small- and medium-sized insurers has expanded to 37.4%, driven by the aggressive business expansion of financial holding company affiliates. In particular, following the introduction of IFRS 17, the “Big Blur” phenomenon—whereby the distinction between life insurers and non-life insurers has become increasingly blurred in the third-sector insurance market, including health and accident insurance—has accelerated as insurers seek to secure Contractual Service Margin (CSM), a key indicator of future profitability. Furthermore, the growing influence of GA (General Agency) channels and the entry of big tech companies into insurance comparison and recommendation services have further intensified competition for distribution leadership, and the industry has continued to exhibit a low-growth profile, with an operating asset yield of 3.29% and an ROA of 0.53% as of 2025. Excessive acquisition expenses incurred to expand the share of CSM from new business may impair short-term profitability and increase volatility in future earnings. Accordingly, investors are advised to carefully consider the adverse effects that the intensified competitive environment may have on the financial performance of life insurance companies.   C. Risks Relating to the Ability to Obtain Funding for Investments   The life insurance industry is a capital-intensive sector that manages substantial assets and bears long-term insurance payment obligations. With the full implementation of IFRS 17 and the new solvency regime (K-ICS) in 2023, insurers’ required capital increased significantly, making capital strengthening and the ability to secure investment funding key elements of business competitiveness. Indeed, the industry’s issuance of capital securities reached as much as approximately KRW 7.05 trillion in a single year (2024) during the period from 2021 to 2025, reflecting persistent funding pressures. In addition, upward pressure on interest rates and widening credit spreads may increase interest expense burdens, resulting in negative carry and a deterioration in profitability. In particular, with the mandatory requirement to maintain a “Core Capital K-ICS Ratio” of 50% taking effect from 2027, it may become increasingly difficult to improve solvency ratios through the issuance of subordinated bonds, which qualify as supplementary capital. Furthermore, due to the market practice of exercising early redemption rights five years after issuance,a significant volume of call dates is expected to arise from 2025 onward, making refinancing in a high-interest-rate environment a significant challenge that may test financial flexibility. Furthermore, credit differentiation and funding polarization risks arising from concerns over distressed real estate project financing (PF) exposures and overseas commercial real estate are further increasing capital-raising costs for insurers with weaker financial profiles, thereby entrenching polarization within the industry. Investors should note that, in such an environment, failure to raise capital at an appropriate time and on favorable terms may result in a decline in solvency ratios and credit rating downgrades, which in turn may constrain business expansion and weaken competitive positioning.

 

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		D. Risks Associated with New Investments   The life insurance business simultaneously possesses the characteristics of an asset management business that generates returns by investing long-term insurance premiums collected from customers in government and public bonds, equities, alternative investments and other assets. Accordingly, the success or failure of the substantial volume of new investments made each year has a direct impact on insurers’ investment margins and financial soundness. As of the first half of 2026, amid an environment of global geopolitical risks and delayed interest rate declines attributable to elevated inflation, competition to secure suitable investment opportunities capable of offsetting the liability burden of legacy low-interest-rate products has intensified. Should appropriate investments fail to be made in a timely manner, a decline in the yield on invested assets may result in negative spread risk. In particular, investments in real estate, which have been expanded to enhance returns, amounted to approximately KRW 112 trillion as of 2025, representing 14.4% of total assets under management. However, the risk of impairment of newly acquired assets and the potential for principal losses have increased compared to the past due to the delayed recovery of the domestic real estate market, the implementation of more stringent PF Business Feasibility Assessment Guidelines and the risk of value declines resulting from rising vacancy rates in overseas commercial real estate. In addition, under the K-ICS regime, the required capital (capital charge) associated with investments in risk assets may increase significantly, resulting in a decline in solvency ratios. Accordingly, if only conservative investments are made in order to maintain soundness indicators, long-term profit-generating capacity may be impaired. Furthermore, under IFRS 17, asset-liability duration matching (ALM) has become increasingly important due to the market-value valuation of liabilities, and any duration mismatch arising from an insufficient supply of long-term bonds may increase the volatility of net asset value resulting from interest rate fluctuations, thereby undermining financial stability. In conclusion, investors should be aware that macroeconomic uncertainty, the deterioration in the soundness of the alternative investment market and stringent capital regulations are narrowing the range of available investment opportunities. Furthermore, should an insurer acquire distressed assets or fail to achieve appropriate ALM matching, this may lead not only to temporary deterioration in earnings but also to a long-term decline in solvency, and investors are advised to carefully consider such risks.   E. Inherent Risks of the Life Insurance Industry   The life insurance industry is exposed to core risks, including insurance risks encompassing insurance pricing, reserve adequacy and interest rate risk, asset management risks primarily related to market and credit risk, and liquidity risk arising from asset-liability maturity mismatches. In particular, as the industry’s assets under management increased to KRW 824.099 trillion as of January 2026 (up 5.63% from the same period of the previous year), the importance of managing market and credit risks arising from external volatility has increased further. Given the industry’s high proportion of long-term products, the burden of negative spreads arising from legacy high-interest guaranteed contracts continues to persist. Although the industry’s liquidity ratio stood at 555.0% as of September 2025, reflecting stable cash flows, heightened interest rate volatility resulting from geopolitical risks and changes in the trade environment may continue to exert downward pressure on profitability and capital adequacy. In particular, under the IFRS 17 framework, cash flow distortions and asset disposal risks that may arise from a decline in new business or an increase in lapse rates are factors that may adversely affect the creditworthiness and business competitiveness of life insurance companies. Accordingly, investors are advised to pay due attention to whether such risk factors are being appropriately monitored and managed.

 

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		F. Risks Arising from Slowing Growth in the Life Insurance Industry   The Korean life insurance market maintained a high average annual growth rate of 10.5% through the late 2000s, driven by the expansion of protection-type and savings-type insurance products. However, after experiencing volatility during the 2008 global financial crisis, when the growth rate fell to approximately -2.0%, the market has entered a mature stage in which a low-growth trend has become firmly entrenched due to demographic changes. In 2022, the life insurance industry recorded temporary growth of 11.1% attributable to product diversification; however, it experienced fluctuations in 2023, including a sharp decline of 15.3% in premium income due to changes in accounting standards (IFRS 17), among other factors. Notwithstanding a partial recovery in premium income in 2024 (KRW 113.4 trillion, +0.9%) and 2025 (KRW 127.5 trillion, +12.4%), such recovery was largely attributable to temporary inflows from retirement pension products and similar sources. According to the Insurance Research Institute’s “2026 Insurance Industry Outlook,” total life insurance premium income in 2026 is projected to grow by only 1.0% in 2026 (to approximately KRW 125.3 trillion). Specifically, protection insurance is expected to demonstrate robust demand with growth of 7.6%, whereas savings insurance (-4.8%), variable insurance (-2.3%) and retirement pensions (-7.8%) are anticipated to experience concurrent negative growth, thereby impeding market expansion. Consequently, the inexorable demographic and social structural changes—namely, the decline in the core customer base in their 30s and 40s due to low birth rates and population aging, coupled with the increase in single-person households—fundamentally constrain the creation of new insurance demand. Investors should note that, should the domestic insurance industry experience stagnation or negative growth as a result of macroeconomic uncertainty, the business foundation and medium- to long-term growth prospects of life insurance companies may likewise be directly adversely affected.   G. Risks Arising from Deteriorating Profitability in the Life Insurance Industry   The life insurance industry entered a medium- to long-term low-growth phase following its rapid growth in the 2000s, with premium income declining significantly by 15.3% from KRW 132.7 trillion at the end of 2022 to KRW 112.4 trillion at the end of 2023. However, the industry has shown a gradual recovery, recording premium income of KRW 113.4 trillion in 2024 (an increase of 0.9%) and KRW 60.2 trillion in the first half of 2025 (an increase of 10.43%). As of January 2026, monthly premium income amounted to approximately KRW 11.6 trillion, comprising KRW 7.2 trillion attributable to the general account and KRW 4.5 trillion attributable to the separate account. In particular, sales of highly profitable protection-type insurance products, such as health and accident insurance, have been driving growth since the introduction of IFRS 17. However, limitations on the creation of new demand resulting from demographic changes and persistent uncertainty arising from intensified competition among financial institutions in the retirement pension market continue to remain. Furthermore, premium income from variable insurance products remained largely stagnant, increasing only from KRW 12.2 trillion in 2023 to KRW 12.3 trillion in 2024 due to fluctuations in the investment environment and declining consumer confidence, highlighting the volatility inherent in this product segment. Accordingly, investors should be fully cognizant of the characteristics of the industry, in which opportunities such as growing interest in retirement income coexist with risks arising from uncertainty in the financial markets.

 

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		H. Risks Arising from Competition Among Distribution Channels   The life insurance industry is already a saturated market, and as life insurers face limitations in developing differentiated products, sales strategies, the ability to attract and retain highly qualified personnel and brand recognition have emerged as key competitive factors. In this environment, competition to secure key talent, including actuaries and risk management specialists, in response to the implementation of IFRS 17 and K-ICS and the strengthening of Core Capital regulations beginning in 2027, has expanded into intense recruitment competition not only with other insurers but also with banks, securities firms and fintech companies, resulting in rising personnel costs and declining profitability across the industry. In particular, as of 2025, financial institution insurance agency (bancassurance) channels accounted for 61.9% of total premium income, maintaining an overwhelming position. However, as market leadership rapidly shifts to GA (general agency) channels that offer and compare multiple insurance products, and the number of GA-affiliated agents (262,470) exceeded the number of exclusive insurance company agents (216,382) as of the end of 2025, the risk of rising expense ratios persists due to excessive recruitment incentives and other costs incurred to attract high-performing agents. In response, the expanded “1,200% Rule,” which now includes recruitment incentives and sales incentives within its scope, is scheduled to take effect in July 2026, raising the possibility that insurers’ aggressive sales activities may be constrained. Furthermore, notwithstanding the risks of weakened control and mis-selling incidents arising from the establishment of sales subsidiaries aimed at improving cost efficiency (the separation of manufacturing and distribution) and investments in the advancement of AI-based digital channels, the life insurance industry remains highly dependent on traditional sales methods, with face-to-face solicitation accounting for 99.2% as of the end of 2025. Such heavy reliance on conventional sales practices, coupled with the anticipated decline in the inflow of new sales personnel resulting from demographic changes, constitutes a structural risk factor that may weaken the financial resilience and business foundation of the life insurance industry as a whole. Investors are therefore advised to fully consider the adverse effects that intensified competition for resources and the rapid transformation of the distribution channel environment may have on the medium- to long-term competitiveness and operating performance of life insurance companies.

 

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		I. Risks Arising from Intensified Competition within the Life Insurance Industry   As the domestic life insurance market has entered a “zero-sum” phase in which overall growth has stagnated due to demographic changes and market saturation, aggressive competition for market share to secure CSM (Contractual Service Margin) has intensified among financial holding company affiliates and small- and medium-sized insurers, notwithstanding the well-established oligopolistic market structure in which the top three insurers—Samsung, Hanwha and Kyobo—account for 52.5% of the individual insurance market and 95.2% of the group insurance market based on premium income. In particular, since the introduction of IFRS 17, the industry has concentrated its efforts on the third-sector insurance market (covering illness, cancer, nursing care, etc.), which contributes significantly to the Contractual Service Margin (CSM), a key indicator of future profitability. This has led to intensified so-called “coverage competition,” characterized by expanded coverage and increased diagnostic benefits. Although the aggregate claim payout ratio of life insurers stood at 78.44% as of the end of 2025, reflecting an improvement from 102.57% in 2022, risks associated with changes in actuarial assumptions resulting from the expansion of sales of no-lapse and low-lapse products, as well as the potential for a long-term increase in payout ratios, continue to act as factors that may adversely affect profitability. Furthermore, the shift in distribution leadership toward GA (general agency) channels has intensified competition over commissions and incentives, and as of 2025, the significant disparity in capital resources between large insurers (average operating expense expenditures of approximately KRW 4.4023 trillion, with an expense ratio of 20.4%) and small- and medium-sized insurers (approximately KRW 740.8 billion, with an expense ratio of 21.4%) is exacerbating the risk of “competition driven by scale,” whereby smaller insurers are compelled to incur higher expense ratios in order to defend their market share. In conclusion, excessive competition based on scale and commissions within the industry constitutes a key factor that may weaken insurers’ earnings capacity and increase earnings volatility. Investors are advised to be fully cognizant of the adverse effects that market consolidation centered on leading insurers leveraging their capital strength and brand recognition, together with the potential decline in profit margins, may have on the operating environment of life insurance companies.

 

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		J. Risks Arising from Changes in Policies, Regulations and Rules   As the insurance industry is a highly regulated industry, the financial supervisory authorities have continuously pursued regulatory and institutional reforms to strengthen the financial soundness of insurance companies and enhance the supervisory framework. In May 1999, the European-style (EU) solvency regime was introduced to systematically quantify the uncertainties inherent in insurance companies and to require them to maintain capital commensurate with such uncertainties. Subsequently, in May 2009, the Risk-Based Capital (RBC) system, a risk-based financial soundness supervisory framework, was introduced and became mandatory in April 2011. Thereafter, beginning in January 2023, a new solvency regime (K-ICS) was implemented, under which insurance liabilities are measured at market value and a measurement methodology incorporating stress scenarios was introduced. In particular, in 2025 and 2026, additional enhancement measures were announced to improve the quality of capital beyond the stabilization of the system. IFRS 17 is a new international accounting standard applicable to the insurance industry that was previously referred to as IFRS 4 Phase 2 and was finalized as IFRS 17 in November 2016. IFRS 17 is the International Financial Reporting Standard (IFRS) issued by the International Accounting Standards Board (IASB) that addresses the accounting treatment of insurance contracts. As Korea has fully adopted IFRS, any changes to the IFRS standards are automatically reflected in Korean accounting standards. Whereas IFRS 4 permits the application of existing national insurance accounting practices, IFRS 17 does not permit the continued application of such insurance accounting practices. The introduction of IFRS 17 has resulted in (1) the adoption of market-value measurement of insurance liabilities, (2) changes in the method of recognizing insurance revenue, and (3) changes in the presentation of accounting profits. As a result, life insurance companies have experienced greater volatility in their financial soundness and earnings structures than in the past, and continue to implement various measures to strengthen their capital, including the issuance of capital securities, the retention of earnings and capital increases. As of 2026, the life insurance industry has moved beyond the initial implementation phase and entered a stabilization phase; however, ongoing monitoring of financial soundness and profitability remains necessary in light of the continuing enhancement of capital adequacy regulations by the supervisory authorities. As such, the life insurance industry is currently undergoing policy changes, including the strengthening of capital adequacy regulations and changes to applicable accounting standards. Investors are advised that the financial structure and profitability of insurance companies may deteriorate as a result of policy changes, including the strengthening of capital adequacy regulations and changes to accounting standards.

 

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		K. Risks Arising from the Introduction of the New Solvency Regime (K-ICS)   IFRS 17 and the Korean Insurance Capital Standard (K-ICS), introduced in 2023, are predicated on the full market-value measurement of insurance liabilities and accrual-basis revenue recognition, and as of 2026, have progressed beyond the initial implementation phase into the stages of ‘capital quality management’ and ‘regulatory enhancement.’ In particular, under the “Plan to Strengthen Core Capital Management” announced in January 2026, the financial authorities require the ratio of Core Capital to available capital to be maintained at approximately 50%, and this requirement is scheduled to be incorporated into the prompt corrective action framework beginning in 2027. Accordingly, the life insurance industry is facing broad-based pressure to strengthen capital quality through the retention of earnings, paid-in capital increases and other measures, moving beyond the maintenance of solvency ratios through reliance on supplementary capital such as subordinated debt. Furthermore, the “Discount Rate Normalization Roadmap,” which is being implemented in phases from 2024 through 2027, together with a refined required capital calculation framework covering longevity, lapse and catastrophe risks, has increased the financial volatility of insurers. Indeed, industry-wide required capital surged from KRW 67.9 trillion as of the end of 2022 to KRW 118.9 trillion as of September 30, 2024, making the maintenance of capital adequacy a critical challenge for survival. Although a soft-landing plan is in place, including a transitional period of up to 10 years and a nine-year grace period for the Core Capital requirement (through 2035), the scale of capital securities issuance reached approximately KRW 9 trillion in 2025 amid a high-interest-rate environment, and the risk of declining profitability due to rising funding costs continues to persist. Accordingly, investors are advised to carefully review not only headline solvency ratios but also trends in the core capital ratio and insurers’ ability to effectively respond to stricter regulatory requirements.

 

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		L. Risks Associated with a Decline in the Discount Rate Applied to Insurance Liabilities   Insurance companies manage their assets and liabilities on a long-term basis; however, they are exposed to a structural risk whereby, because the interest rate sensitivity of liabilities is generally higher than that of assets, a decline in discount rates results in a greater increase in the value of liabilities than in the value of assets, thereby reducing capital. In particular, under the Korean Insurance Capital Standard (K-ICS), liabilities are measured on a market-value basis, and accordingly, declines in market interest rates and the financial authorities’ “Discount Rate Normalization Roadmap” exert direct downward pressure on solvency ratios. To mitigate market shocks during the initial implementation of the new regime, the financial authorities adopted lenient discount rate standards and have been gradually normalizing them over a four-year period from 2024 to 2027. As of 2026, the third year of the roadmap, the calculation methodologies for the Ultimate Forward Rate (UFR) and the adjusted liquidity premium have become more conservative, and the Last Liquid Point (LLP) is being progressively extended from 20 years to 30 years. As a result, the valuation of liabilities of life insurance companies with a high proportion of ultra-long-term liabilities has been increasing significantly. Indeed, as of the end of 2023, a 100-basis-point decline in market interest rates was estimated to reduce the solvency ratio of life insurance companies applying transitional measures by an average of approximately 25 to 30 percentage points, indicating that the impact of declining interest rates is being reflected in financial statements more immediately than in the past. In conclusion, future declines in market interest rates and the continued implementation of the Discount Rate Normalization Roadmap may result in further increases in the value of insurance liabilities and corresponding reductions in capital, which could in turn lead to declines in solvency ratios. Accordingly, investors are advised to closely monitor such volatility when making investment decisions.   M. Risks Arising from the Actuarial Assumption Guidelines and the Resulting Deterioration in Financial Soundness and Profitability   The financial authorities are currently operating the “Insurance Reform Council” to promote improvements across the insurance industry and the stable implementation of IFRS 17, with a particular focus on enhancing the reliability of actuarial assumptions. In particular, as the proportion of no-surrender and low-surrender products in first-year premiums for individual protection-type insurance increased significantly from 59.0% in 2023 to a cumulative 80.5% as of July 2025, the financial authorities established lapse rate guidelines based on the log-linear model to prevent insurers from arbitrarily adopting overly optimistic lapse rate assumptions and overstating the CSM (Contractual Service Margin), and such guidelines have been applied beginning with the year-end 2024 financial statements. Compliance with these guidelines may result in lower solvency ratios (K-ICS) and reduced profitability for a significant number of insurers, as they require a more refined reflection of insurance contract cash flows and policyholder behavior. Indeed, the overall solvency ratio of the life insurance industry has shown a declining trend, falling from 232.8% at the end of 2023 to 201.4% as of the end of September 2025, indicating that the financial impact of stricter regulatory requirements is becoming increasingly evident. Under IFRS 17, because future insurance benefits and premiums are measured at present value, financial performance is highly sensitive to actuarial assumptions such as lapse rates.   Accordingly, there is a risk of deterioration in financial soundness and increased earnings volatility during the process of eliminating accounting distortions arising from the application of regulatory guidelines. Investors are therefore advised to continuously monitor developments in the regulatory framework and the industry’s response thereto.

 

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		N. Risks Arising from Deteriorating Asset Management Conditions and the Deterioration of Alternative Investment Assets   The life insurance industry generates returns by investing premiums collected from policyholders in government and public bonds, equities and alternative investment assets. Accordingly, declines in investment yields and deterioration in the quality of investment assets resulting from changes in the macroeconomic environment constitute direct threats to the profitability and capital adequacy of insurers. In particular, as of the first half of 2026, inflationary pressures arising from geopolitical risks and heightened interest rate volatility have resulted in the immediate recognition of valuation losses on FVPL and FVOCI financial assets under the market-value-based IFRS 17 framework, thereby increasing the complexity of asset-liability duration matching (ALM) and amplifying capital volatility. Real estate-related investments, which were expanded in the past to enhance investment returns, amounted to approximately KRW 112 trillion as of 2025, representing 14.4% of total assets under management (an increase of 1.6 percentage points from the previous year). However, concerns regarding the deterioration of domestic real estate project financing (PF) loans and credit rating downgrades in the construction sector constitute major credit risk factors that may result in a reduction in available capital and a decline in K-ICS ratios. Furthermore, persistent vacancy rates in overseas commercial real estate markets, including those in the United States and Europe, have contributed to declines in asset values, thereby increasing the risk of substantial impairment losses on equity investments made through mezzanine or subordinated positions. Under the Korean Insurance Capital Standard (K-ICS), stringent capital requirements are imposed on such risk assets, and should the deterioration of alternative investments materialize, insurers may face the dual burden of increased required capital and reduced available capital, which could lead to diminished investment capacity and declining profitability. In conclusion, the deterioration of the macroeconomic environment and risks relating to the quality of alternative investment assets may have a material adverse effect on the financial condition of insurers. Investors are therefore advised to give due consideration to the uncertainties associated with investment performance and financial soundness.   O. Risks Arising from the Increase in Insurance Fraud   Insurance fraud refers to the act of making a false insurance claim or concealing facts with the intent to deceive an insurance company. In 2024, the amount of insurance fraud detected reached approximately KRW 1.1503 trillion, the highest level on record, and increased further to KRW 1.1572 trillion in 2025. Although the number of individuals detected has been on a downward trend since 2023 (109,522 individuals), the average amount detected per individual reached KRW 10.94 million, indicating a trend toward larger-scale and increasingly sophisticated fraud. As of 2025, fraud categorized by type shows that ‘manipulation of accident details’—including forgery and alteration of medical certificates and excessive claims for hospitalization and surgical expenses—accounts for the largest proportion at 54.9%. Within the life insurance sector, protection-type insurance represents more than 99.8% of the total detected fraud amount and has become the primary target of such criminal activity. Although the financial authorities are systematically preventing and detecting organized insurance fraud through the Insurance Fraud Prevention Act, the advancement of the Insurance Fraud Analysis System (IFAS), and cooperation with relevant agencies, investors should note that, notwithstanding such efforts, continued increases in insurance fraud and any failure of premium increases to adequately reflect the corresponding increase in insurance claim payments may adversely affect the profitability of insurance companies.

 

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		P. Risks Related to Unpaid Immediate Annuity Payments   An immediate annuity is an insurance product under which the entire premium is paid in a lump sum at the time of policy purchase and annuity payments commence on a monthly basis beginning in the following month. Such products are divided into those that provide for the payment of a maturity benefit upon policy maturity (maturity-refund-type immediate annuities) and those that do not. Among these, a maturity-refund-type immediate annuity is structured such that a monthly annuity is paid in an amount equal to the product of the premiums paid by the policyholder (i.e., net premiums excluding commissions paid to insurance agents, premiums attributable to risk coverage and other similar amounts) and a specified rate (the greater of the declared interest rate and the minimum guaranteed interest rate), less the amount reserved for the payment of the maturity insurance benefit (the “Maturity Insurance Benefit Reserve”). The amount of underpaid immediate annuity benefits (the “Unpaid Immediate Annuity Benefits”) that major life insurers may be required to pay is estimated at approximately KRW 430 billion for Samsung Life Insurance, approximately KRW 85 billion for Hanwha Life Insurance and approximately KRW 70 billion for Kyobo Life Insurance. The aggregate amount for the life insurance industry as a whole is estimated to be approximately KRW 1 trillion. Although life insurance companies have not yet presented specific implementation plans in response to the Financial Supervisory Service’s recommendation for collective relief, it is understood that major insurers, including Samsung Life Insurance and Hanwha Life Insurance, have deferred decisions regarding collective payments and are conducting thorough legal reviews of the relevant issues. Investors are advised that the progress and outcome of litigation and other proceedings relating to unpaid immediate annuity benefits may have an impact on the reputation and financial condition of life insurance companies.   Q. Risks Related to Hacking and Information Security Incidents   The life insurance industry handles vast amounts of customer personal information, sensitive information such as medical conditions, and financial transaction data. As of 2026, amid the increasing sophistication of generative AI-enabled phishing schemes, deepfake financial fraud, and ransomware attacks, any hacking of computer networks or disruption of core systems may result in substantial direct losses due to delayed insurance claim payments and business interruptions. In particular, regulatory risks are becoming increasingly stringent as the amended Personal Information Protection Act, scheduled to take effect in September 2026, authorizes the imposition of administrative fines of up to 10% (increased from the previous 3%) of total revenue in the event of a personal information breach. Although the financial authorities are promoting a transition to a self-regulatory security framework through the “Roadmap for Improving Network Separation Regulations in the Financial Sector” announced in August 2024, resulting in increasing expenditures on information security systems, the case in which Lotte Card was subject to an administrative fine of approximately KRW 9.6 billion in March 2026 in connection with a personal information breach that occurred in the second half of 2025 demonstrates that a large-scale information security incident may result not only in significant financial losses but also in serious non-financial consequences, including damage to brand reputation and diminished public confidence. In conclusion, although the life insurance industry is making its best efforts to protect information through measures such as network separation and data encryption, the possibility of unforeseen incidents occurring due to technological advances in security threats cannot be completely eliminated, and investors should note that such incidents may have a material adverse effect on the business performance and financial condition of life insurance companies.

 

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		R. Risks Arising from Enhanced Anti-Money Laundering Obligations   The life insurance industry is a major financial sector required to comply with anti-money laundering (AML) and counter-terrorist financing (CFT) obligations under the Act on Reporting and Use of Certain Financial Transaction Information. Due to the risk of money laundering through the transfer of substantial assets via savings-type insurance products and the use of policy surrender benefits, a more stringent level of internal control is required than in other financial sectors. In particular, according to the ‘Key Anti-Money Laundering Work Implementation Plan’ announced by the Financial Services Commission in February 2026, the regulatory environment has been significantly strengthened through the introduction of a system for freezing accounts suspected of criminal activity, the explicit designation of the reporting officer as an executive and enhancement of their responsibilities, and the establishment of a beneficial ownership information management framework, which may result in increased operational burdens and regulatory risks across the industry. Moreover, additional compliance expenditures, including the implementation of AI-based real-time monitoring systems to address these new regulatory requirements, together with the expansion of specialized personnel, may adversely affect the profitability of life insurance companies operating in a mature stage of the industry. In addition, enhanced customer due diligence (CDD) requirements and source-of-funds investigations may temporarily reduce demand for high-value savings-type insurance products and insurance products targeted at corporate customers. Furthermore, the elevation of the reporting officer to executive-officer status and the enhancement of the accountability framework suggest that sanctions imposed by the authorities for regulatory violations may become more severe than in the past. In addition, if a company is found to have been used as a conduit for money laundering, such circumstances could result not only in a loss of public confidence in the company concerned but also in a decline in confidence in the life insurance industry as a whole and could give rise to broader systemic risks. In advance of the FATF mutual evaluation scheduled for 2028, the intensity of inspections conducted by the financial authorities is expected to remain high. As such regulatory pressure may constrain the flexibility of insurers’ asset management and business activities, investors should note that any failure to comply with anti-money laundering obligations may have a material adverse effect not only through financial losses but also through damage to brand value and, in severe cases, the ability to maintain business licenses.
Company Risks		[Company Risks Relating to Woori Financial Group Inc., the Wholly-Owning Parent Company]   [Risks Relating to the Disclosure of Preliminary Results for the First Quarter of 2026]   On April 24, 2026, the Wholly-Owning Company announced its first-quarter 2026 results (Fair Disclosure filing) entitled ‘Operating Results (Preliminary) on a Consolidated Financial Statements Basis’ on the Financial Supervisory Service’s Electronic Disclosure System（http://dart.fss.or.kr.）(reporting period: January 1, 2026 through March 31, 2026). The consolidated provisional sales for the first quarter of 2026 amounted to KRW 15,282.4 billion, representing an increase of 58.23% from KRW 9,658.5 billion for the same period of the previous year. Operating profit decreased by 7.03% to KRW 808.2 billion from KRW 869.3 billion for the same period of the prior year, and net income decreased by 2.39% to KRW 638.9 billion from KRW 654.6 billion for the same period of the prior year. This was due to a one-time increase in expenses, provisions for overseas subsidiaries, and foreign exchange losses resulting from a sharp rise in exchange rates and market interest rates during the quarter. However, notwithstanding the decrease in profits, the Company achieved a 13.6% common equity ratio ahead of schedule, thereby establishing a foundation for stable growth, and intends to expand its profit-generating capacity by pursuing active growth in both the banking and non-banking sectors through enhanced capital adequacy. However, these results are preliminary consolidated operating results prepared in accordance with Korean International Financial Reporting Standards (K-IFRS). As such information constitutes preliminary figures that have not yet been reviewed by the independent auditor, it may differ from the final results to be announced following completion of such review, and investors are advised to take note of this fact.

 

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		A. Risks Relating to the Impact of Subsidiary Performance on the Financial Holding Company’s Profitability   Woori Financial Group Inc., the Wholly-Owning Company, was established on January 11, 2019 pursuant to the FHCA for the principal purpose of controlling subsidiaries engaged in financial businesses or subsidiaries closely related to financial businesses through the ownership of shares. As a financial holding company, the Wholly-Owning Company is prohibited by applicable law from engaging in any profit-making business other than the management of its subsidiaries and activities incidental thereto, including financial support for, equity investment in and supervision of its subsidiaries, and accordingly, dividends from its subsidiaries constitute its principal source of revenue. Accordingly, the competitiveness of a financial holding company may be regarded as being directly linked to the competitiveness of its subsidiaries within their respective industries.   As of December 31, 2025, on a consolidated basis, the banking business accounted for the largest portion of the Wholly-Owning Company’s net income for the year at 90.25%, while the credit card business, capital business and securities business accounted for 5.28%, 5.20% and 0.96%, respectively. Meanwhile, the Wholly-Owning Company plans to participate in a shareholder rights offering by its subsidiary, Woori Investment & Securities Co., Ltd., in an amount of approximately KRW 1 trillion. Accordingly, the profitability and cash flows of the Wholly-Owning Company are significantly affected by the operating environment and financial condition of its subsidiaries. Therefore, in order to assess the future operating results and competitiveness of the Wholly-Owning Company, it is necessary to review the overall financial businesses conducted by its principal subsidiaries, including its banking subsidiaries. Investors are advised to take note of this matter.   B. Risks Relating to the Asset Quality of Banking Subsidiaries   The asset quality of the Wholly-Owning Company generally reflects that of its subsidiary, Woori Bank Co., Ltd. As of December 31, 2025, Woori Bank recorded a substandard or below loan ratio of 0.31% and a delinquency ratio of 0.34%. Woori Bank’s allowance coverage ratio stood at 172.55% as of December 31, 2025. While asset quality indicators remain at a relatively sound level, the possibility of deterioration in asset quality cannot be ruled out, given the persistence of global economic uncertainty, concerns regarding the domestic real estate market and excessive household debt burdens relative to income, which continue to give rise to concerns regarding the deterioration of loan assets. Investors are advised to take note of this matter.

 

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		C. Risks of Reduced Profitability Resulting from a Decline in the NIM of Banking Subsidiaries   The composition of the Wholly-Owning Company’s NIM (Net Interest Margin) does not appear to differ significantly from the earnings structure of Woori Bank Co., Ltd. As of December 31, 2025, Woori Bank Co., Ltd.’s ROA and NIM were 0.52% and 1.46%, respectively, and its overall profitability remained at a relatively sound level. However, as interest rate cuts are expected to accelerate in the future and there are limitations on generating earnings through the expansion of loan assets due to government regulations on household debt, the profitability of Woori Bank Co., Ltd., including its NIM (Net Interest Margin), may deteriorate under such circumstances.   Meanwhile, the Basel III Liquidity Coverage Ratio (“LCR”) requirement (high-quality liquid assets/net cash outflows over the next one-month period ≥ 100%), which has been in effect since 2015, is also expected to act as a factor that may somewhat burden the profitability of banks. As such, with the strengthening of government regulations relating to household debt and the implementation of regulations such as the Liquidity Coverage Ratio (“LCR”), banks’ asset management policies are becoming more conservative than in the past. Such policy changes are expected to have an adverse effect on the profitability of Woori Bank Co., Ltd., a subsidiary of the Wholly-Owning Company. Investors are advised to take note of this matter.   D. Risks Arising from Increases in the Funding Costs of Banking Subsidiaries   Woori Bank Co., Ltd., the principal subsidiary of the Wholly-Owning Company, maintains a stable deposit-based funding structure, with deposits (Korean won deposits and foreign currency deposits) accounting for 71.32% of its funding sources as of December 31, 2025. As of year-end 2025, Woori Bank’s average funding cost was approximately 2.18%, representing a decrease of 0.49 percentage points from the prior year-end (2.67%). Meanwhile, Korea’s base interest rate currently stands at 2.50%. Recently, the direction of domestic and international market interest rates has been difficult to predict due to domestic and international economic and political conditions and various uncontrollable market variables, and the possibility of future interest rate fluctuations cannot be excluded. As a significant portion of the funding of Woori Bank Co., Ltd., the principal subsidiary of the Wholly-Owning Company, consists of Korean won-denominated borrowings, including Korean won deposits, a high interest rate environment is linked to funding costs, while a low interest rate environment is linked to returns on fund management. Accordingly, interest rate volatility may affect the profitability of Woori Bank Co., Ltd. Investors are advised to take note of this matter.   E. Ability to Satisfy Capital Adequacy Requirements under the Basel III Framework   In order to enhance its ability to respond to risks, the Group introduced Basel III in December 2013 and strengthened its capital management. As a result, the Group maintains capital ratios at levels exceeding those required by the financial authorities and is issuing capital securities (including qualifying contingent capital securities) that comply with the new capital regulatory standards. However, the possibility cannot be ruled out that capital ratios may fall below the regulatory requirements in the future due to a decrease in shareholders’ equity resulting from increased credit loss expenses as the asset quality of corporate loans deteriorates following a deterioration in the financial soundness of domestic companies caused by domestic and global economic downturns. Meanwhile, as of March 31, 2026, the Wholly-Owning Company conducted an asset revaluation of its property and equipment. However, such revaluation is an accounting effect that does not involve any cash inflow, and capital ratios may be affected by future changes in asset values and market conditions. Therefore, investors should continuously monitor the capital adequacy of the Wholly-Owning Company.

 

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		F. Risks Relating to the Deterioration in the Profitability of Wholly-Owned Subsidiary Tongyang Life Insurance Co., Ltd. and ABL Life Insurance Co., Ltd.   The life insurance affiliates of the Wholly-Owning Company consist of the wholly-owned subsidiary and ABL Life Insurance Co., Ltd. The Board of Directors resolved on August 28, 2024 to acquire shares of each company, and the incorporation of such companies as subsidiaries was approved at a regular meeting of the Financial Services Commission in May 2025. On July 1, 2025, the Company completed the payment of the remaining acquisition consideration and finalized the incorporation of such companies as subsidiaries. As a result, the Company entered the life insurance business as a new line of business. As of December 31, 2025, the wholly-owned subsidiary recorded cumulative consolidated net income for the year of KRW 124.5 billion, and its solvency ratio (K-ICS) was 179.8%. In addition, ABL Life Insurance Co., Ltd.’s cumulative consolidated net income as of the end of 2025 was KRW 33.7 billion, and its solvency ratio (K-ICS) as of the end of 2025 was 171.56%. Although the solvency ratios of the wholly-owned subsidiary and ABL Life Insurance Co., Ltd. currently exceed the regulatory requirements, the possibility cannot be ruled out that such solvency ratios may decline due to future changes in the domestic market. Investors are advised to take note of the business, investment and operational risks that may arise as a result of declines in such solvency ratios.   G. Risks Relating to Profitability of the Credit Card Subsidiary   As of December 31, 2025, Woori Card Co., Ltd. accounted for approximately 4.68% (KRW 151.1 billion) of the Wholly-Owning Parent Company’s consolidated net income for the year of KRW 3,227.5 billion. Following the credit card crisis in 2003 and the extensive restructuring that followed, the domestic credit card industry has entered a mature stage, and competition across the industry continues. In addition, given the stagnation in household income growth and the continuing increase in household debt, the possibility of a rise in delinquency rates, particularly with respect to credit card assets, remains. In addition, in March 2025, it was subject to an administrative fine of approximately KRW 13.4 billion imposed by the Personal Information Protection Commission for violations of the Personal Information Protection Act. Investors should note that, if the operating profitability of Woori Card Co., Ltd. deteriorates as a result of these factors, such deterioration may adversely affect the financial condition of the Wholly-Owning Parent Company on a consolidated basis.   H. Profitability Risk Analysis of Capital Subsidiary   As of December 31, 2025, Woori Financial Capital Co., Ltd. accounted for approximately 4.61% (KRW 148.7 billion) of the Wholly-Owning Parent Company’s consolidated net income for the year, and the operating results of Woori Financial Capital Co., Ltd. may affect the profitability and dividend income of the Wholly-Owning Parent Company. The revenue structure of Woori Financial Capital Co., Ltd. is based on credit finance operations, comprising automobile financing and personal and general lending. In particular, as of the end of 2025, new automobile financing disbursements accounted for approximately 60% of total loan originations, indicating a high degree of dependence on automobile financing assets, and investors should note that the Company may be vulnerable to unforeseen economic fluctuations or changes in the industry environment.

 

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		I. Profitability Risk Analysis of Financial Investment (Securities) Business Subsidiaries   Through the merger of Woori Investment Bank Co., Ltd., which had been engaged in the merchant banking business, and Korea Foss Securities Co., Ltd., the Wholly-Owning Parent Company incorporated Woori Investment & Securities Co., Ltd. (following a change of corporate name) as a subsidiary on August 1, 2024. As a result of such merger, the Wholly-Owning Parent Company entered the securities business as a new line of business, and in March 2025, Woori Investment & Securities Co., Ltd. received final approval from the Financial Services Commission to engage in the investment dealing business (including securities and underwriting).   As of December 31, 2025, Woori Investment & Securities Co., Ltd. accounted for approximately 0.85% (KRW 27.4 billion) of the Wholly-Owning Parent Company’s consolidated net income for the year. Due to the nature of the financial investment (securities) industry, operating results tend to be highly volatile as a result of external factors, including changes in the financial markets and the external economic environment. In the event of a downturn in the real economy and changes in the financial market, such as interest rate volatility, stock market conditions may change, which may result in increased earnings volatility for companies engaged in the financial investment (securities) business, including Woori Investment & Securities Co., Ltd. Furthermore, intensified competition in the existing merchant banking business (short-term financing business) may result in a decline in the Company’s profitability. Accordingly, the adverse effects that may result from rapid changes in the market and a potential slowdown in the profitability of the financial investment (securities) business and the short-term finance business should not be overlooked. Investors are advised to take note of this matter.   J. Risks Arising from Contingent Liabilities and Contractual Commitments   Given the nature of the financial industry, litigation and contingent liabilities may arise in the course of business activities, and an increase in the scale of such liabilities may negatively impact the performance and reputation of the Wholly-Owning Parent Company, including its subsidiaries. As of December 31, 2025, there were 1,032 lawsuits pending against the Wholly-Owning Parent Company in connection with its business operations, with an aggregate claim amount of KRW 926,888 million. Although the outcome of the lawsuits currently pending cannot be reasonably predicted, the financial condition of the Wholly-Owning Parent Company may be affected to a certain extent depending on the outcome of such proceedings. In addition, depending on the outcome of such litigation, the reputation and profitability of the Wholly-Owning Parent Company and the Woori Financial Group may be adversely affected. Investors are advised to take note of this matter.

 

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		K. Risks Relating to Legal Regulation of Financial Holding Company   Under the FHCA, the Wholly-Owning Parent Company is subject to compliance obligations relating to restrictions on investments and equity ownership by financial holding companies, limitations on credit extensions to a single borrower, a single business group and major shareholders, and restrictions on transactions with subsidiaries and other affiliated companies. Investors are advised to note that the legal sanctions described above may be imposed.   L. Risks Associated with the Acquisition of a New Company   In accordance with its plan to diversify its business structure, the Wholly-Owning Parent Company resolved at a meeting of its Board of Directors in May 2024 to pursue the merger of its subsidiary, Woori Investment Bank Co., Ltd., and Korea Foss Securities Co., Ltd., and to incorporate the surviving entity as a subsidiary. Upon obtaining approval from the Financial Services Commission on July 24, 2024, Woori Investment Bank Co., Ltd. was merged into Korea Foss Securities Co., Ltd. effective August 1, 2024, and the merged securities company was incorporated as a subsidiary of the Wholly-Owning Parent Company (which subsequently changed its name to Woori Investment & Securities Co., Ltd.). Through the merger, the Wholly-Owned Parent entered into the securities business as a new line of business, and Woori Investment & Securities Co., Ltd. obtained its principal license for investment trading (including securities and underwriting business) from the Financial Services Commission in March 2025. In addition, in August 2024, the Wholly-Owning Parent Company resolved at a meeting of its Board of Directors to acquire shares of the wholly-owned subsidiary and ABL Life Insurance Co., Ltd., and received approval for their incorporation as subsidiaries at a regular meeting of the Financial Services Commission in May 2025. On July 1, 2025, the Wholly-Owning Parent Company completed the payment of the remaining acquisition consideration and finalized the incorporation of such companies as subsidiaries. As a result, the Wholly-Owning Parent Company entered the life insurance business as a new line of business. As a result of the Wholly-Owning Parent Company’s strategy to expand its non-banking businesses, differences in management, specific business sectors and corporate culture may affect its operations. Investors are advised to take note of this matter.   M. Risks Relating to Reputational Damage Arising from the Sale of Investment Funds by Banking Subsidiaries   As volatility in the global financial markets and fluctuations in interest rates increased, overseas interest rate-linked derivative-linked securities entered principal loss ranges, giving rise to the possibility of losses for investors in such products. In this regard, Woori Bank Co., Ltd., a principal subsidiary of the Wholly-Owning Parent Company, has compensated customers for losses resulting from delayed fund redemptions involving funds managed by Lime Asset Management Co., Ltd. and other fund managers. Meanwhile, in connection with the Lime Fund scandal, the Seoul Southern District Court rendered a partial judgment in favor of Woori Bank at first instance in February 2025. In addition, substantial investor losses were incurred in early 2024 in equity-linked securities (“ELS”) linked to the Hang Seng China Enterprises Index (“HSCEI”). The outstanding balance of HSCEI-linked ELS sold by Woori Bank Co., Ltd. was insignificant compared to those of other banks; however, continued monitoring thereof remains necessary. Investors are advised to take note of this point.

 

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		N. Risks Relating to the Potential Reclassification of Write-Down Contingent Capital Securities (Hybrid Capital Securities) as Liabilities The International Accounting Standards Board (IASB) is currently pursuing amendments to IAS 32, Financial Instruments: Presentation, and under the proposed amendments, write-down contingent capital securities (hybrid capital securities) may be reclassified as liabilities.   If approximately KRW 1,406.5 billion of contingent capital securities (hybrid capital securities) classified as equity in the consolidated financial statements of Woori Bank Co., Ltd. as of December 31, 2025 and KRW 3,710.5 billion of contingent capital securities (hybrid capital securities) previously issued by the Wholly-Owning Parent Company are reclassified as liabilities in the future, the Wholly-Owning Parent Company’s consolidated liabilities would increase by approximately 0.9%, from KRW 563,598.0 billion as of December 31, 2025 to KRW 568,715.0 billion on a reclassification-assumed basis, and its consolidated debt-to-equity ratio would increase by 248.3 percentage points, from 1,488.7% as of December 31, 2025 to 1,736.9% on a reclassification-assumed basis. In addition, if such reclassification occurs, Woori Bank Co., Ltd.’s consolidated liabilities would increase by approximately 0.3%, from KRW 473,158.7 billion as of December 31, 2025 to KRW 474,565.3 billion on a reclassification-assumed basis, and its consolidated debt-to-equity ratio would increase by 84.2 percentage points, from 1,593.8% as of December 31, 2025 to 1,678.0% on a reclassification-assumed basis (assuming no impact from foreign exchange rate fluctuations resulting from such liability reclassification). Investors are advised to take this into consideration.   O. Potential Changes in the Largest Shareholder Resulting from the Sale of the Korea Deposit Insurance Corporation’s Remaining Equity Interest in the Wholly-Owning Parent Company   The Public Fund Oversight Committee (“PFOC”) resolved at its 190th meeting held on August 23, 2021 to deliberate and approve the sale of the remaining equity interest in the Wholly-Owning Parent Company during the second half of 2021, and announced the sale of such remaining equity interest in the Wholly-Owning Parent Company on September 9, 2021. The equity interest offered for sale was up to 10%, and the deadline for submission of letters of intent (LOI) was October 8, 2021, the successful bidder was selected on November 22, 2021, and the sale process was completed on December 9, 2021. As a result of the sale, the largest shareholder of the Wholly-Owning Parent Company changed from the Korea Deposit Insurance Corporation to the Employee Stock Ownership Association. Investors are advised to take note of this matter.   Thereafter, in October 2023, the Wholly-Owning Parent Company entered into a framework share purchase agreement with the Korea Deposit Insurance Corporation with respect to the remaining 9,357,960 shares of the Company owned by KDIC. Ultimately, in March 2024, the Wholly-Owning Parent Company acquired such shares as treasury stock and cancelled all of them, thereby successfully completing its full privatization.   P. Risks of Financial Incidents   In April 2022, the Wholly-Owning Parent Company became aware of an embezzlement incident involving an employee of Woori Bank Co., Ltd., a principal subsidiary of the Wholly-Owning Parent Company, and reflected the related amount in its financial statements as of the end of the first quarter of 2022, which was subsequently finalized and disclosed in its financial statements as of the end of 2022. In June 2024, a case involving the improper extension and misappropriation (including fraud) of loans amounting to approximately KRW 10.5 billion by an employee of Woori Bank Co., Ltd. was discovered, and an inspection by the Financial Supervisory Service has recently been conducted. Depending on the outcome of such inspection, Woori Bank Co., Ltd. may be subject to regulatory sanctions.

 

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		In addition, in connection with the improper extension of loans at the Wholly-Owning Parent Company, details of a financial incident involving alleged breach of fiduciary duty and related misconduct were disclosed on the website of Woori Bank Co., Ltd. in August 2024, with the amount involved in the financial incident being approximately KRW 16.5 billion. In this regard, on February 4, 2025, the Financial Supervisory Service announced that the amount in question was approximately KRW 73 billion based on the inspection results. There is a possibility of losses in the future due to additional impairment of the relevant loan.   In April 2023, the Financial Supervisory Service announced that it had identified suspected violations of the Foreign Exchange Transactions Act and related regulations in connection with foreign currency remittance transactions exceeding USD12.26 billion. Administrative fines totaling more than KRW 1.1 billion were imposed on eight banks, and certain banks were subject to partial business suspension measures. (The sanctions imposed on Woori Bank Co., Ltd. consisted of an administrative fine of KRW 308.84 million and an administrative penalty of KRW 177.0 million.)   In addition, in November 2024, a financial incident involving fraudulent loans obtained through the submission of falsified documents by an external party occurred, with the amount involved being approximately KRW 2.5 billion, and Woori Bank Co., Ltd. filed a criminal complaint against the relevant external party.   Recently, Woori Bank Co., Ltd., a subsidiary of the Wholly-Owning Parent Company, identified indications of unusual transactions, including suspected fraud by an external party at Bank Woori Saudara Indonesia, while monitoring and strengthening its internal control and risk management systems, and disclosed such matter on the website of Woori Bank Co., Ltd. on June 2, 2025. In addition, an incident occurred in which an external party disposed of machinery and equipment subject to a security interest without authorization, involving an amount of approximately KRW 2.4 billion, and such matter was disclosed on the website of Woori Bank Co., Ltd. on August 22, 2025. In addition, a case involving alleged breach of fiduciary duty and related misconduct by a locally hired employee was identified during an internal audit conducted after unusual signs were detected through the local entity’s self-monitoring process, and such matter was disclosed on the website of Woori Bank Co., Ltd. on November 6, 2025.   Meanwhile, the Financial Services Commission implemented amendments to the Regulations on Supervision of Banking Business, effective February 21, 2024, to reform the management soundness evaluation system for banks in response to a series of major financial incidents. This proposed amendment provides for the separation of internal controls, which are currently only a subcategory of management assessment, into a separate evaluation category and for a substantial increase in the weighting assigned thereto in the evaluation process.

 

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		Accordingly, investors are advised to continuously monitor any financial irregularities related to the Group and to note that the Company’s operating results and financial condition may be subject to change depending on the outcome of the investigation.   Q. Risks Relating to Uncertainty in the Implementation of the Shareholder Return Policy   On February 6, 2026, the Wholly-Owning Parent Company disclosed the “2026 Woori Financial Group Corporate Value Enhancement Plan” through a voluntary disclosure regarding its corporate value enhancement plan. In addition, on March 23, 2026, the Wholly-Owning Parent Company re-disclosed such plan in order to be designated as a high-dividend company. The principal components of such corporate value enhancement plan include: (i) capital ratios (early achievement and stable maintenance of CET1 Capital Ratio of 13%); and (ii) ROE (pursuing the achievement of a sustainable Group ROE of 10% or higher); and (iii) shareholder returns (pursuing a continuous annual increase of at least 10% in dividends per share (DPS) and expanding the proportion of share repurchases and cancellations to approximately 10%). However, the contents of the corporate value enhancement plan may change depending on economic conditions, changes in regulations, and the Company’s business and operating conditions. Although the Wholly-Owning Parent Company intends to communicate sufficiently with the market if any modification to the corporate value enhancement plan becomes necessary, there can be no assurance that the reasons for such modification will be sufficient to persuade shareholders. Accordingly, the Wholly-Owning Parent Company may be exposed to risks such as reputational damage, and investors are advised to take note of this matter.   [Company Risk of the Wholly-Owned Subsidiary, Tongyang Life Insurance Co., Ltd.] [Risk Relating to the Disclosure of Preliminary Results for the First Quarter of 2026]   The wholly-owned subsidiary announced its results for the first quarter of 2026 through the disclosure entitled “Operating Results (Preliminary) Based on Consolidated Financial Statements (Fair Disclosure)” filed on April 24, 2026 with the Financial Supervisory Service’s Electronic Disclosure System (DART). (for the accounting period from January 1, 2026 through March 31, 2026) Consolidated preliminary revenue for the first quarter of 2026 amounted to KRW 1,117.8 billion, representing an increase of 30.71% compared to KRW 855.2 billion for the same period in the prior year. Operating profit decreased by 46.98% to KRW 31.1 billion from KRW 58.7 billion in the same period of the previous year, and net income for the period decreased by 2.39% to KRW 638.9 billion from KRW 654.6 billion in the same period of the previous year. This was attributable to decreased profits resulting from the recent expansion of volatility in global financial markets and the increase in loss ratios. However, as a result of focusing on qualitative improvement of the financial structure since last year, capital soundness has improved, with the solvency ratio rising to 185.8% as of the first quarter of 2026, an increase of 58.6 percentage points from 127.2% in the same period of the previous year. Please note, however, that the above results are provisional consolidated operating results prepared in accordance with Korean International Financial Reporting Standards (K-IFRS), and such information is provisional and has not been reviewed by an external auditor and may differ from the final figures to be announced following completion of the review, and investors are advised to take note of this fact.

 

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		A. Risks Relating to Fluctuations in Operating Revenue   Since the adoption of IFRS 17, the operating revenue of the wholly-owned subsidiary has consisted of “insurance revenue” recognized through the provision of services under insurance contracts and “investment income” generated through the management of invested assets. As of December 31, 2025, the wholly-owned subsidiary recognized as revenue KRW 246.8 billion from the amortization of the contractual service margin (CSM) and KRW 43.6 billion from the amortization of risk adjustment. However, insurance profit decreased by KRW 160.6 billion compared to the prior year due to factors such as differences between expected and actual insurance claims (KRW 68.8 billion) and an increase in losses on onerous contracts (KRW 88.3 billion), demonstrating that its revenue structure is directly exposed to the scale of CSM amortization and volatility in the financial markets.   As of December 31, 2025, the wholly-owned subsidiary’s contractual service margin (CSM) balance amounted to KRW 2,457.1 billion, representing a slight decrease from KRW 2,671.1 billion as of December 31, 2024. However, the wholly-owned subsidiary has secured a stable earnings base through improvements in its revenue structure centered on long-term protection-type insurance products. In the investment segment, real estate investments amounted to approximately KRW 11.2 trillion out of total invested assets of approximately KRW 30 trillion (representing 14.4% of total invested assets and an increase of 1.6 percentage points compared to the prior year), and therefore the risk of a decline in net income due to impairment losses and increased loan loss provisions remains in the event of a global economic slowdown or a delay in the recovery of the real estate market. In addition, although synergies are expected from strengthening bancassurance channels through the utilization of the network within the holding company, including Woori Bank Co., Ltd., following the conversion of the wholly-owned subsidiary into a wholly owned subsidiary of Woori Financial Group Inc., the application of actuarial assumption guidelines issued by the supervisory authorities (including the conservative estimation of lapse rates for no-lapse and low-lapse insurance products), the implementation of the discount rate roadmap and regulatory requirements such as the mandatory maintenance of a 50% Core Capital K-ICS ratio beginning in 2027 may result in adjustments to previously recognized CSM values or impose constraints on business expansion and dividend strategies. Accordingly, investors should carefully note that the high volatility of operating revenue arising from changes in the internal and external business environment may adversely affect the financial performance of the wholly-owned subsidiary.   B. Risks Relating to First-Loss Absorption Obligations   The wholly-owned subsidiary invests in various income-generating assets, including real estate project financing (PF), social overhead capital (SOC) loans and overseas alternative investments, in order to enhance the yield on its invested assets. However, the burden of additional loss provisions resulting from delays in economic recovery and declines in asset values constitutes a risk factor that may adversely affect the profitability and financial stability of the wholly-owned subsidiary. Although the average balance of real estate investments of the wholly-owned subsidiary in 2025 was approximately KRW 337.9 billion, accounting for 1.0% of total assets under management, and decreased slightly by 0.1%p from the previous year, should the deterioration of domestic real estate project financing (PF) sites materialize due to sustained high interest rates and rising construction costs, it may trigger a sharp increase in the loan loss provision ratio, thereby reducing operating profit. In particular, as the Financial Supervisory Service has mandated conservative provisioning for projects classified as ‘at risk of insolvency’ under the ‘four-stage project viability assessment criteria’ introduced in 2024, the allowance for bad debts of the wholly-owned subsidiary amounted to KRW 64.5 billion as of the end of 2025, representing a decrease of approximately KRW 8 billion (11.0%) compared to 2023; however, the financial burden persists. Such provisioning may not only have a dual adverse effect on the solvency ratio (K-ICS) by simultaneously reducing available capital and increasing required capital, but may also disrupt the implementation of group-wide capital efficiency enhancement and dividend strategies following the conversion of the wholly-owned subsidiary into a wholly owned subsidiary of Woori Financial Group Inc. In conclusion, although the wholly-owned subsidiary maintains a conservative risk management framework, investors should note that a sharp increase in the scale of provisions due to future regulatory tightening or further impairment of investment assets may have a material adverse effect on the financial soundness and profitability of the wholly-owned subsidiary.

 

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		C. Risks Relating to Financial Stability   The financial stability of the wholly-owned subsidiary is managed primarily through its solvency ratio (K-ICS), under which assets and liabilities are measured at fair value. As of December 31, 2025, its solvency ratio was 179.8%, representing an increase of 24.3 percentage points from 155.5% in 2024, and indicating that it has maintained a sound level from an overall perspective. This was attributable to an increase in available capital resulting from the issuance of subordinated bonds and rising yields on government bonds, as well as a reduction in interest rate risk exposure (decrease in required capital) through the acquisition of long-term assets; however, the recent expansion of interest rate volatility stemming from geopolitical risks such as the U.S.-Iran conflict may cause an increase in Best Estimate Liabilities (BEL), which could exert downward pressure on the indicator. In particular, with respect to the regulation mandating a “Core Capital K-ICS ratio of 50% or more” scheduled to take effect in 2027, the core capital of the wholly-owned subsidiary has declined sharply from KRW 2,233.2 billion as of the end of 2023 to KRW 1,237.9 billion as of the end of the third quarter of 2025, primarily due to the full redemption of foreign currency hybrid capital securities (USD 300 million) in September 2025, demonstrating a deteriorating trend in the qualitative indicators of capital. In addition, the company holds subordinated bonds totaling KRW 1,217.4 billion as of the end of 2025, which presents ongoing financial burden depending on market interest rates and refinancing issuance conditions at the time of exercising the early redemption right (Call Option) in the future. As a 100% subsidiary of Woori Financial Group, the potential conflict between the Group’s capital support capacity and the strengthening of dividend policy may serve as a variable affecting medium- to long-term financial stability. Investors should be fully aware of the impact that such deterioration in capital quality and changes in the regulatory environment may have on the capital adequacy of the wholly-owned subsidiaries.

 

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		D. Risks of Changes in Operating Revenue Composition   Following the adoption of IFRS 17, the operating revenue of the wholly-owned subsidiary has been primarily composed of the amortization of the Contractual Service Margin (CSM) under insurance contracts and investment income, and in 2025, consolidated net profit for the period amounted to KRW 124.5 billion, representing a sharp decline of 60.4% compared to the previous year (KRW 314.3 billion), as insurance profit decreased by 58.5% year-on-year to KRW 113.8 billion, thereby materializing the risk of earnings volatility. In particular, the closing CSM balance, a key indicator of future profitability, declined from KRW 2,671.1 billion as of end-2024 to KRW 2,457.1 billion as of end-2025, while the increased dependence on bancassurance channels following the conversion to a wholly-owned subsidiary of Woori Financial Group and the significant proportion of FVPL valuation gains and losses, which are highly sensitive to financial market fluctuations, constitute factors that adversely affect the qualitative stability of earnings. Furthermore, investors are advised to be fully cognizant of the uncertainties inherent in the revenue structure, as the risks arising from intense marketing competition, increased business expenses, and CSM adjustments resulting from changes in actuarial assumptions during the portfolio restructuring process toward protection-oriented insurance products constitute key factors that heighten the variability of future operating performance.   E. Risks Relating to the Retention of Key Investment and Asset Management Personnel   The life insurance industry, by its nature of providing intangible financial services, relies on highly skilled professionals as the company’s core competitive assets, and the sustainable growth and financial stability of the wholly-owned subsidiary are directly contingent upon securing key personnel such as actuaries, risk management specialists, and asset management managers on a stable basis. In particular, as of the first half of 2026, the sharp increase in demand for specialized personnel resulting from the advancement of IFRS 17 and K-ICS implementation, together with the supervisory authorities’ stringent actuarial guideline requirements, has made the ability to secure highly skilled actuaries a key factor in ensuring the reliability of financial statements. The wholly-owned subsidiary is competing intensively with other insurance companies and fintech firms to attract and retain such talent. The wholly-owned subsidiary employed 911 officers and employees as of year-end 2025, with an average tenure of 15.1 years, demonstrating stable human resource management; however, as the average salary per employee increased by approximately 13.8% from KRW 94 million in 2021 to KRW 107 million in 2025, the rise in labor costs may exert downward pressure on actual profitability metrics. In addition, internal uncertainties that may arise during the process of converting into a wholly-owned subsidiary of Woori Financial Group may accelerate the outflow of skilled personnel, and in particular, the departure of key investment personnel responsible for real estate project financing and overseas alternative investments poses a risk of financial losses, including the erosion of operational know-how, deterioration of returns, and the establishment of substantial provisions. In conclusion, the increased burden of operating expenses resulting from the enhancement of compensation arrangements to retain key personnel, and the potential for personnel attrition arising from changes in the controlling ownership structure, may adversely affect the medium- to long-term business performance of the wholly-owned subsidiary. Accordingly, investors are advised to give due consideration to the risks associated with turnover of key management personnel.

 

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		F. Risks Relating to Subsidiaries   The wholly-owned subsidiary operates Tongyang Life Financial Services Co., Ltd., a specialized sales subsidiary, to strengthen its insurance sales capabilities and improve operating efficiency. However, since its establishment in 2021, Tongyang Life Financial Services Co., Ltd. has recorded continuing net losses due to substantial expenditures incurred in establishing its market presence during the initial stage of operations and, as of December 31, 2025, had entered a state of capital impairment with total equity of negative KRW 1.4 billion. The financial deterioration of such subsidiary may result in additional financial burdens, including a decrease in consolidated net income and the recognition of impairment losses on goodwill. In particular, if the capital impairment persists, the wholly-owned subsidiary is highly likely to undertake additional capital increases or provide loans to restore financial soundness, which may reduce the available capital on a separate company basis for the wholly-owned subsidiary and exert downward pressure on the K-ICS (solvency ratio); moreover, should the turnaround be delayed due to intensifying competition in the GA market, there exists a risk of capital being irrecoverable, resulting in sunk capital. Furthermore, notwithstanding the company’s pursuit of enhanced professionalism and cost efficiency in its sales organization through the ‘separation of underwriting and distribution’ strategy, there remains an inherent risk that the strategy may fail if the subsidiary does not adequately fulfill its role as a gateway for securing new contract CSM or if elevated operating expenses persist. Investors should be fully aware that any breach of recruitment protocols or occurrence of mis-selling by agents affiliated with the subsidiary may result in the transfer of legal and reputational risks to the parent company, potentially causing damage to brand value and inviting sanctions from regulatory authorities.   G. Risks Relating to Overseas Investment   To overcome the limitations of the domestic market, where low growth and low interest rates have become entrenched, and to enhance the return on invested assets, the wholly-owned subsidiary maintains overseas bonds and overseas alternative investments at a certain level. As of December 31, 2025, the wholly-owned subsidiary held foreign currency-denominated marketable securities of approximately KRW 7,248.1 billion on a separate basis, representing a significant portion of its total marketable securities holdings at 26.9%. However, financial uncertainties remain due to foreign exchange rate risk and the potential deterioration in the quality of overseas assets. Despite the hedging strategy through foreign exchange derivatives, if swap points deteriorate due to the continued Korea-U.S. interest rate inversion and global liquidity constraints, foreign exchange hedging costs may surge, negatively affecting operating returns and interest margins. In particular, as uncertainty in the overseas commercial real estate market persists due to the high interest rate policies of major developed countries such as the United States and Europe and rising office vacancy rates, significant impairment losses may occur in investment assets in the form of mezzanine debt or equity interests.   In addition, the possibility cannot be ruled out that assets maturing in the first half of 2026 may become impaired as a result of a failure to refinance such assets upon maturity. Furthermore, under the Korean Insurance Capital Standard (K-ICS), stringent risk coefficients are applied to overseas assets, and any maturity mismatch in foreign exchange hedging may result in a sharp increase in market risk capital requirements, thereby causing a decline in the solvency ratio and imposing a significant capital replenishment burden. Investors should fully take into account that geopolitical uncertainties, including conflicts in the Middle East and U.S.-China tensions, together with changes in local regulations, may exert downward pressure on the financial condition of wholly-owned subsidiaries, compounded by weakened responsiveness due to physical distance and information asymmetry.

 

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		H. Risks Arising from Changes in Solvency Ratio (K-ICS) and Capital Adequacy   The K-ICS (Korea Insurance Capital Standard), which was fully implemented in 2023, represents a transition to a framework that reflects the financial substance of insurance companies more transparently than in the past through full mark-to-market valuation of assets and liabilities and sophisticated risk measurement based on shock scenario methodologies. As of the end of 2025, the wholly-owned subsidiary recorded a solvency ratio of 179.8%, exceeding the 130% threshold recommended by the financial authorities and maintaining stable financial soundness; however, it should be noted that this is the result of proactive capital management strategies undertaken during 2025, including the issuance of large-scale subordinated debt and the reduction of interest rate risk amounts through the acquisition of long-term assets. In particular, as of the first half of 2026, the widening volatility of market interest rates due to persistent geopolitical risks, together with the “Discount Rate Normalization Roadmap” being implemented in phases by the financial authorities through 2027 and the extension of the Last Liquid Point (LLP) to 30 years, are acting as constant downward pressure that sharply increases the Best Estimate Liabilities (BEL) of life insurance companies with a high proportion of ultra-long-term liabilities, thereby reducing their available capital. In addition, the regulation mandating compliance with a “Core Capital K-ICS ratio of 50%” scheduled to take effect from 2027 strongly requires the enhancement of “qualitative capital” with substantial loss absorption capacity, such as retained earnings or paid-in capital increases, beyond the defense of superficial solvency relying on supplementary capital such as subordinated bonds. If the solvency ratio falls below 100% due to future interest rate fluctuations or the materialization of alternative investment losses, the company may be subject to prompt corrective action, including management improvement recommendations, which could result in significant disruptions to new business expansion restrictions and dividend strategies. In conclusion, investors should be fully aware of the potential medium- to long-term volatility in financial stability that may arise from the interplay of increasingly stringent qualitative capital regulatory standards, the recurring refinancing burden of capital securities as they mature, and macroeconomic uncertainties, notwithstanding the fact that the Wholly-Owned Subsidiary currently maintains ostensibly stable soundness indicators.   I. Risks of Market Share Decline and Market Position   Based on individual insurance premium income, the wholly-owned subsidiary has maintained a market share in the range of approximately 4% to 5% on average over the past three years. As of December 31, 2025, the wholly-owned subsidiary recorded individual insurance premium income of approximately KRW 3.9 trillion and a market share of 4.7%. Additionally, the company ranks 8th in market share based on total premium income among all 22 domestic and international life insurance companies. When examining the trend of first-year premium income of wholly-owned subsidiary by solicitation channel, it can be observed that premium income through financial institution insurance agencies accounts for an overwhelmingly large proportion of 82.0% as of the end of 2025. As such, the wholly-owned subsidiary is actively utilizing non-exclusive partnership channels such as bancassurance and GA channels, and plans to further strengthen its non-exclusive channel partnerships through enhanced product competitiveness and flexible promotional operations. In particular, following 2022, during the period of rising interest rates, active customer marketing efforts were undertaken to temporarily expand sales of short-premium payment savings-type insurance products in order to address increases in early surrenders and maturities of existing savings-type insurance contracts and to secure liquidity. As a result, product sales were relatively concentrated through the bancassurance channel of financial institution insurance agencies. Meanwhile, under IFRS 17, insurance premiums received by insurance companies that are not related to insurance services in the current period, such as those from savings-type insurance products, are recognized as liabilities rather than revenue; accordingly, there is a trend toward focusing on the sale of protection-type insurance. Accordingly, the wholly-owned subsidiary is expanding its sales primarily through profitable protection-type insurance products, such as health insurance, via GA, a channel within its vision, and has maintained an average market share in the 5% range since 2021. However, as market competition in protection-type insurance intensifies and the scale of first-year premiums continues to decline, maintaining competitiveness in the protection insurance sector is expected to remain challenging going forward. Although the wholly-owned subsidiary will pursue the strengthening of its existing competitive advantages and enhancement of competitiveness, investors are advised to note that intensified competition resulting from domestic and international economic downturns, regulatory changes such as the introduction of IFRS 17, and similar factors may lead to a decline in the wholly-owned subsidiary’s market share and a consequent reduction in profitability.

 

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		J. Risks Relating to Deterioration in Liquidity   Insurance companies are required to maintain a certain level of highly liquid assets (cash, deposits, short-term trading securities, etc.) relative to total assets in order to meet insurance claim payment obligations. The liquidity ratio is a representative indicator thereof, serving as a key metric that demonstrates the extent to which liquid assets are maintained in anticipation of the funding requirements necessary for the performance of insurance obligations. The liquidity ratio of the wholly-owned subsidiary as of December 31, 2025 was 444.0%, representing a decrease from 453.9% as of December 31, 2024. The liquidity ratio of the wholly-owned subsidiary increased significantly from 240.07% as of December 31, 2021 to 889.73% as of December 31, 2022, primarily due to the expansion of the scope of assets eligible to be recognized as liquid assets beginning at the end of 2022. Meanwhile, as only a portion of securities have been recognized as liquid assets since the end of 2024, the scope of liquid assets eligible for recognition has been reduced, and accordingly, the liquidity ratio as of the end of 2024 decreased significantly compared to 2023, with the liquidity ratio as of the end of 2025 standing at 444.0%. However, considering the absolute level of the liquidity ratio, the stable inflow of insurance premiums and the scale of liquid assets held by the wholly-owned subsidiary, its overall liquidity risk is considered to be low. However, there is a possibility that available funds may become insufficient, including a shortfall in payment reserves, in the event of a sudden cash outflow arising from asset-liability maturity mismatches, reduced new business, increased lapse rates resulting in cash flow distortions, and increased insurance benefit and surrender value payments. In such circumstances, the wholly owned subsidiary may be compelled to dispose of its assets or resort to external financing, which could give rise to liquidity risk; accordingly, investors are advised to take note of this matter.

 

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		K. Risks Relating to Asset Quality Deterioration   As of December 31, 2025, the wholly-owned subsidiary had total invested assets of KRW 32,695.6 billion on a separate basis. Of these assets, marketable securities (82.4%) and loans receivable (14.2%) accounted for a significant proportion, and accordingly, the quality of such marketable securities and loans receivable has a material impact on the asset quality of the wholly-owned subsidiary. As of the end of 2025, securities held by the wholly-owned subsidiary amounted to approximately KRW 26,928.3 billion, consisting primarily of equity securities, financial debentures, and corporate bonds. With respect to the domestic securities portion of its marketable securities holdings, debt securities, including government and public bonds and special bonds, accounted for approximately 82.4% of total marketable securities as of 2025. In particular, considering that the securities comprising the largest proportion are safe government and public bonds (33.7%), and that corporate bonds and financial bonds are also composed of high-quality bonds, the credit risk level of the domestic securities is not considered high, given that the proportion of relatively safe assets is substantial. Meanwhile, as of December 31, 2025, the wholly-owned subsidiary’s weighted non-performing asset ratio was 0.14% and its substandard-or-below asset ratio was 0.40%, indicating that its asset quality was relatively sound compared to the industry average. However, monitoring is necessary as exposure to liquidity risk, credit concentration risk, and other risks associated with real estate project financing and alternative investment assets creates the possibility of losses arising from future declines in real estate markets and the real economy.   L. Risks Relating to Profitability   The wholly-owned subsidiary recorded consolidated net income for the year of KRW 239.8 billion in 2023 (and separate net income for the year of KRW 264.9 billion), representing a significant increase compared to the prior year and a return to profitability. This was attributable to the base effect of the onerous contract costs related to single-premium savings insurance recognized in 2022, the increase in amortization of the contractual service margin, and the improvement in investment profit and loss due to interest rate stabilization. In 2024, the wholly-owned subsidiary recorded consolidated net income for the year of KRW 314.3 billion (and separate net income for the year of KRW 310.2 billion). Although gains related to marketable securities decreased, net income increased compared to 2023 due to factors such as increased CSM amortization and a reduction in insurance finance expenses resulting from declining interest rates. In 2025, the wholly-owned subsidiary recorded consolidated net income for the year of KRW 124.5 billion (and separate net income for the year of KRW 65.8 billion), insurance revenue of KRW 1,263.5 billion (KRW 1,263.5 billion on a separate basis) and investment income of KRW 2,310.8 billion (KRW 2,272.9 billion on a separate basis), reflecting stable earnings. Although the wholly-owned subsidiary has maintained stable insurance profit based on contractual service margin amortization following the adoption of IFRS 17 through the strengthening of its protection-type insurance business, insurance profit may decline somewhat due to factors such as an increase in losses from actual insurance claims relative to expected claims, rising loss ratios across age groups and the strengthening of liability discount rate requirements. Accordingly, changes in the financial market environment that result in a decline in investment gains and losses may adversely affect the profitability of the wholly-owned subsidiary, and investors are advised to take note of this matter. Meanwhile, following the adoption of IFRS 17 in 2023, the calculation of incurred loss ratios, net expense ratios and combined ratios, which had previously been used as profitability indicators, was discontinued, and new concepts, including the contractual service margin (CSM), were introduced as profitability indicators for the insurance business segment. While the CSM amount allows for comparison of the relative profitability and competitive position of insurance companies, it currently exhibits significant variation among insurers. Although the wholly-owned subsidiary has maintained favorable levels of CSM and other profitability indicators introduced under IFRS 17, investors should note that the profitability of the wholly-owned subsidiary may deteriorate if it is unable to manage the level of fluctuations in CSM resulting from future adjustments in a stable manner.

 

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		M. Risks Arising from Interest Rate Fluctuations   The operating performance of the wholly-owned subsidiary is determined by the level of interest income and the effectiveness of asset and liability management in response to interest rate fluctuations. As of year-end 2025, with an operating asset portfolio concentrated primarily in bonds (47.8%), loan receivables (15.9%), and foreign currency securities (17.6%), the importance of managing asset management yields in response to interest rate movements and managing investment operations risk has been expanding. During periods of rising interest rates, there are risks of reduced interest spreads resulting from pressure to increase declared interest rates, declines in unrealized gains due to decreases in the value of fixed-rate assets, and losses on asset sales undertaken to respond to policy surrenders and withdrawals by policyholders seeking products offering higher yields. Conversely, during periods of declining interest rates, profitability may be adversely affected by the need to reinvest maturing cash at lower interest rates and by negative interest margins arising from high fixed-rate products bearing interest rates of 5% or more that were sold in the past. In particular, the upward trend in the base interest rate that commenced in 2021 shifted to a downward trend by the end of 2024 and continued through the first half of 2025; however, as of April 2026, interest rate volatility attributable to external factors remains exceptionally high, as the rate freeze persists due to global geopolitical risks and inflationary pressures. In this environment, the wholly-owned subsidiary’s K-ICS solvency ratio of 179.8% as of December 31, 2025 exhibits significant sensitivity to declines in market interest rates, such that a decrease of 50 basis points or 100 basis points could result in a substantial decline in such ratio. Investors should note that reductions in CSM resulting from unexpected policy surrenders and the potential occurrence of negative interest margins, where asset management yields fall below guaranteed interest rates, may have a material adverse effect on the wholly-owned subsidiary’s medium- to long-term financial stability.   N. Contingent Liability Risks   As of the end of 2025, there are a total of 38 pending lawsuits in which the wholly-owned subsidiary is named as defendant, with an aggregate litigation amount of KRW 6,768 million. Considering that the litigation amount is relatively small compared to the scale of the wholly-owned subsidiary’s assets and capital, the contingent liabilities arising from such litigation are not likely to have a material impact on the wholly-owned subsidiary’s financial stability or operating performance in the future. However, if, as a result of such litigation, the wholly-owned subsidiary experiences reputational damage or becomes subject to sanctions imposed by the financial authorities, such events may constrain its business operations and adversely affect its profitability.

 

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		In particular, significant cases are pending that would give rise to an obligation to return distributions in the event of an adverse final judgment, including a lawsuit seeking return of distributions in connection with the disposal of investment assets by a PEF (claim amount: KRW 3,934 million), and as of the end of 2025, an investigation by the Financial Supervisory Service is ongoing regarding potential violations of the Act on the Use and Protection of Credit Information, such that any administrative fines that may be imposed by the Financial Services Commission could constitute a direct financial burden on the wholly owned subsidiary. In addition, as of December 31, 2025, the wholly-owned subsidiary had equity investment commitments of KRW 537.2 billion and loan commitments of KRW 924.5 billion. The maximum exposure to loss arising from its involvement with unconsolidated structured entities, including asset securitization SPCs, real estate financing vehicles and investment funds, amounted to KRW 7,044.6 billion, and the wholly-owned subsidiary recognized actual losses of KRW 85.7 billion from such unconsolidated structured entities during 2025. The wholly-owned subsidiary is unable to exercise control over the decision-making of such structured entities. If events occur such as a failure by unconsolidated structured entities to fulfill their payment obligations or the inability of their underlying businesses to proceed as planned, additional losses may arise with respect to the relevant investments, resulting in additional financial burdens on the wholly-owned subsidiary. Accordingly, investors should carefully consider that litigation and contingent liabilities, as well as the potential deterioration of unconsolidated structured entities, may have a material adverse effect on the wholly-owned subsidiary’s medium- to long-term operating performance and financial condition.   O. Risks Relating to Reputational Damage and Consumer Protection   The misselling ratio of the wholly-owned subsidiary and the life insurance industry has continued to decline. This trend is attributable to increased public attention to misselling, which has led to enhanced supervision by the financial authorities and the strengthening of internal processes at individual life insurance companies to prevent misselling. In the case of the wholly-owned subsidiary, misselling has continued to decline as a result of efforts such as appointing a Chief Consumer Officer (CCO) in 2016, reorganizing its consumer protection organization and system by establishing a Consumer Protection Committee, introducing online training on proper sales practices, and adding courses on proper sales practices to its training institute’s in-person education programs. In addition, the wholly-owned subsidiary has enhanced customer convenience by implementing simplified claims procedures for insurance benefits and mobile policy underwriting review services, and has reduced the time required from claims submission to payment through measures such as expanding mobile and online claims submission channels and streamlining the insurance claim payment process. As a result of these new service initiatives, the wholly-owned subsidiary’s misselling ratio stood at 0.02% in 2025, which is lower than the industry average misselling ratio of 0.04%. However, if excessive sales activities are undertaken to attract insurance contracts due to factors such as stagnation in the profitability of life insurance companies and intensifying competition in the protection-type insurance segment, the wholly-owned subsidiary’s misselling ratio may increase again. Furthermore, if the misselling ratio of a wholly owned subsidiary increases relative to competitors, this may result in reduced profitability due to reputational damage or adversely affect the wholly owned subsidiary’s business operations through sanctions or other regulatory measures imposed by financial authorities. Therefore, investors are advised to continuously monitor the misselling ratio of the wholly-owned subsidiary.

 

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		P. Risks Relating to the Composition of Insurance Sales Channels   The life insurance industry remains highly dependent on face-to-face channels due to the complexity of product structures, and the efficient management and diversification of sales channels are key factors directly linked to insurers’ acquisition of new contracts and maintenance of profitability. As of December 31, 2025, of the wholly-owned subsidiary’s total solicitation amount of KRW 4,814,448 million, KRW 3,662,371 million, or 76.1%, was attributable to company-employed solicitation, indicating a significant concentration of its sales structure in proprietary channels. While such proprietary channels provide the advantage of strong control over product sales, they also involve substantial fixed costs, including recruitment support payments and training expenses for high-performing sales agents, and are continuously exposed to the risk of agent attrition amid the rapid growth of the GA (general agency) market. Accordingly, a large-scale outflow of sales personnel to competitors may weaken the core sales base and potentially hinder the acquisition of new business CSM. Furthermore, in the case of bancassurance, one of the major sales channels for the wholly-owned subsidiary, its proportion has been declining, standing at 8.0% (KRW 384,596 million) as of the end of 2025. Despite plans to strengthen operations through synergies with Woori Financial Group, there exists a legal limitation on expanding market share within the holding company due to the ‘bancassurance rule’ regulation, which restricts the sales proportion of any specific insurer to within 25%, and there remains a persistent risk that the anticipated synergy effects may prove insufficient in the event of regulatory tightening by the financial authorities. In addition, Tongyang Life Financial Services Co., Ltd., a sales subsidiary operated to enhance sales specialization, has entered a state of capital impairment with total equity of negative KRW 1.4 billion as of December 31, 2025, reflecting a severe deterioration in its financial condition. If such subsidiary continues to incur losses, it may adversely affect the consolidated results of the wholly-owned subsidiary and increase the burden of additional capital injections, including potential paid-in capital increases for financial soundness restoration, which may in turn exert downward pressure on the K-ICS ratio. In terms of distribution by product type, death insurance accounted for 66.0% (KRW 3,174,438 million) of total solicitation, representing an overwhelming share. Accordingly, during an economic downturn, lower policy retention rates or increased surrenders and withdrawals may reduce the contractual service margin and weaken profitability. In particular, the implementation of strengthened commission regulations scheduled for July 2026 (including the expanded application of the 1,200% rule) and any misselling resulting from inadequate channel management may lead to reputational damage and significant financial losses, including the imposition of substantial administrative fines. Accordingly, investors should fully consider that the imbalance in channel composition and associated cost burdens may have a material adverse effect on the Company’s medium- to long-term performance and financial soundness.
Other Investment Risks		A. Risks Relating to Fluctuations in the Share Price of Woori Financial Group Inc.   The volatility of Woori Financial Group Inc.’s share price may increase due to various factors, and investors should note that the issuance of new shares for the share exchange contemplated herein may in particular result in fluctuations in the share value of Woori Financial Group Inc. In addition, on the share exchange date, one registered common share of Tongyang Life Insurance Co., Ltd. will be exchanged for 0.2521056 registered common shares of Woori Financial Group Inc., and the share exchange ratio will be fixed and will not be further adjusted in accordance with fluctuations in the share prices of Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. Accordingly, there is a risk that the value of the shares of Woori Financial Group Inc. to be issued to the shareholders of Tongyang Life Insurance Co., Ltd. pursuant to the share exchange may fluctuate. In addition, new shares allocated to treasury shares acquired through the exercise of appraisal rights must be disposed of in accordance with the obligation to dispose of such shares, and investors should note that this may also be a factor affecting fluctuations in the share value.

 

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		B. Risks Relating to the Suspension of Trading in Tongyang Life Insurance Co., Ltd. Shares   The scheduled date for notice and public announcement of invalidation of share certificates for the common shares of Tongyang Life Insurance Co., Ltd., which will become a wholly-owned subsidiary, is August 4, 2026, and accordingly, trading of the common shares of Tongyang Life Insurance Co., Ltd. is expected to be suspended from August 7, 2026 until the business day immediately preceding the date on which the exchanged shares (common shares of Woori Financial Group Inc.) become eligible for over-the-counter trading of share certificates (August 28, 2026). Accordingly, shareholders of Tongyang Life Insurance Co., Ltd. are advised to take note of this matter.   C. Possibility of Changes in Laws, Regulations, and the Regulatory Environment   Woori Financial Group Inc. and its subsidiaries operate under a legal and regulatory environment that is subject to change, and may be subject to penalties and other regulatory measures in the event of violations of applicable laws and regulations.   D. Tightening Trend in Exchange Supervisory and Regulatory Standards   Recently, there has been a tightening trend in supervisory and regulatory standards applicable to listed companies such as Woori Financial Group Inc., and if Woori Financial Group Inc. were to violate relevant regulations, including listing rules, there is a risk that the Korea Exchange may impose sanctions such as trading suspension of its shares, designation as a stock under administrative supervision, substantive review for delisting, or delisting.   E. Possibility of Amendments During the Disclosure Review Process   This Registration Statement and (preliminary) prospectus, as well as other attached (supplementary) documents, may be subject to partial amendments during the disclosure review process, and if material information closely related to investment decisions is changed, the timetable may be delayed. In addition, the schedule may be subject to change in the course of coordination with relevant authorities, and investors are advised to continuously monitor the progress of the transaction.   F. Investment Decisions and Their Outcomes Are Attributable to Investors   Investors should note that investment decisions should not be made based solely on the information set forth in this securities registration statement, including the above risk factors, and should be made based on their own independent judgment. In addition, the effectiveness of this securities registration statement does not constitute an acknowledgment by the government that the information contained herein is true or accurate, nor does it constitute a guarantee or approval of the value of the securities offered.

 

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		G. Taxation of the Share Exchange   The share exchange (the “Share Exchange”) contemplated herein constitutes an over-the-counter transaction (including shareholders exercising appraisal rights) and is subject to corporate income tax or individual income tax on capital gains, as well as securities transaction tax (0.35%). Whether the Share Exchange is eligible for tax deferral under Article 38 of the Restriction of Special Taxation Act and exemption from securities transaction tax under Article 117 of the same Act will be determined based on whether the requirements prescribed under the Act and its Enforcement Decree are satisfied. In the case of the Share Exchange, as the acquisition cost of shares of the wholly-owned subsidiary acquired by the Wholly-Owning Parent Company within two years prior to the date of the share exchange is deemed to be cash consideration, it is determined that the requirements for tax deferral and securities transaction tax exemption are not satisfied, as the value of shares of the Wholly-Owning Parent Company does not account for at least 80% of the total consideration. Accordingly, the tax treatment of shareholders participating in the Share Exchange shall be governed by the provisions of the Income Tax Act, Corporate Tax Act, and Securities Transaction Tax Act applicable to ordinary share transfers.   H. Risks Relating to the Loss of Voting Rights Associated with Cross-Held Shares and Share Price Fluctuations Resulting from the Disposition of Such Shares   With respect to the subsidiary Tongyang Life Insurance Co., Ltd., investors should note that any shares of Woori Financial Group Inc. (new shares) to be received in connection with treasury shares acquired through the exercise of appraisal rights by dissenting shareholders to the Share Exchange will constitute cross-shareholdings (mutual shareholdings) under Article 369(3) of the Korean Commercial Code (the “KCC”) and will therefore carry no voting rights.   In the case of shares of Woori Financial Group Inc. allocated with respect to treasury shares acquired by Tongyang Life Insurance Co., Ltd. as a result of the exercise of appraisal rights by shareholders dissenting from the Share Exchange, such shares must be disposed of within three years from the date of acquisition (i.e., the Share Exchange date of August 11, 2026), in accordance with Article 62-2(1) of the FHCA. In the event that appraisal rights are exercised on an unexpectedly large scale, Tongyang Life Insurance Co., Ltd. may be required to dispose of a substantial amount of Woori Financial Group Inc. shares pursuant to its statutory disposal obligations under the FHCA, which may adversely affect the share price of Woori Financial Group Inc. Investors are advised to take note of this matter.   I. Risks Associated with Small-Scale Share Exchanges   The new shares issued by Woori Financial Group Inc. to the shareholders of Tongyang Life Insurance Co., Ltd. in connection with the Share Exchange represent 1.195% of the total number of issued and outstanding shares of Woori Financial Group Inc., and therefore satisfy the requirements for a small-scale share exchange under Article 360-10 of the KCC. In the case of the special provisions for a small-scale share exchange, the resolution approving the share exchange may be substituted by a resolution of the Board of Directors in lieu of a general meeting of shareholders, and accordingly, shareholders of Woori Financial Group Inc. will not be granted appraisal rights.

 

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		J. Risks Relating to the Delisting of Tongyang Life Insurance Co., Ltd.   As of the filing date of the Registration Statement, Woori Financial Group Inc. is a corporation listed on the Korea Exchange securities market and is expected to maintain its status as a listed corporation on the Korea Exchange securities market following the comprehensive share exchange. In the case of Tongyang Life Insurance Co., Ltd., which will become a wholly-owned subsidiary following the comprehensive share exchange, it is scheduled to be delisted on August 31, 2026 in accordance with the listing rules of the Korea Exchange. However, the scheduled delisting date is based on the expected timetable as of the time of disclosure and may be subject to change through consultations with relevant authorities and other circumstances. In addition, prior to the delisting of Tongyang Life Insurance Co., Ltd., shareholders will receive common shares of Woori Financial Group Inc. through the comprehensive share exchange, or, if they dissent from the comprehensive share exchange, they will receive cash equal to the appraisal value through the exercise of appraisal rights. Accordingly, as investors are provided with an opportunity to recover their investment prior to delisting, they are advised to take this into consideration.   K. Risks Relating to the Treatment of Fractional Shares   As of the share exchange date (scheduled for August 11, 2026), the shares of Tongyang Life Insurance Co., Ltd. held by shareholders registered in the shareholder registry, other than Woori Financial Group Inc. (the “Eligible Shareholders,” including treasury shares acquired by Tongyang Life Insurance Co., Ltd. as a result of the exercise of appraisal rights by dissenting shareholders, and including Tongyang Life Insurance Co., Ltd. itself; hereinafter referred to as the “Share Exchange Eligible Shareholders”), will be transferred to Woori Financial Group Inc. In consideration for such exchange, Woori Financial Group Inc. will issue and allocate 8,696,875 newly issued common shares to the Share Exchange Eligible Shareholders at an exchange ratio of 0.2521056 common shares of Woori Financial Group Inc. for each one common share of Tongyang Life Insurance Co., Ltd.   In allocating Woori Financial Group Inc. shares to the Share Exchange Eligible Shareholders in accordance with the exchange ratio, if any fractional shares of less than one share arise, Woori Financial Group Inc. will pay cash equivalent to such fractional shares to the relevant Share Exchange Eligible Shareholders to whom such fractional shares would otherwise be attributed, based on the closing price of the new shares on the listing date (referring to the closing price on the Korea Exchange KOSPI market), within one month from the Share Exchange date. Accordingly, investors should note that the amount to be received in respect of fractional shares arising from the Share Exchange may be affected by the closing price of the shares on the listing date.
Investment Risks Relating to the Merger, etc.		A. Risks Relating to Approval by the Board of Directors in Lieu of a Shareholders’ Meeting and Approval by the Extraordinary General Meeting of Shareholders   Woori Financial Group Inc., which will become the wholly-owning parent company, satisfies the requirements for a small-scale share exchange under Article 360-10 of the KCC, and therefore intends to proceed with the Share Exchange in accordance with the procedures for a small-scale share exchange. In the case of Tongyang Life Insurance Co., Ltd., which will become a wholly-owned subsidiary, the requirements for a simplified share exchange under Article 360-9 of the KCC are not satisfied, and therefore approval of the Share Exchange must be obtained at an extraordinary general meeting of shareholders. Accordingly, in connection with the Share Exchange, Woori Financial Group Inc. will proceed through a board resolution in lieu of a general meeting of shareholders, while Tongyang Life Insurance Co., Ltd. will proceed through an extraordinary general meeting of shareholders.

 

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		If shareholders holding 20% or more of the total issued and outstanding shares of Woori Financial Group Inc. express dissent to the small-scale share exchange, Woori Financial Group Inc. would not be able to substitute the board resolution for a general meeting of shareholders, which could constitute grounds for termination or amendment of the share exchange agreement. As of the date of filing of this securities registration statement (May 14, 2026), the period for receiving notices of objection to the small-scale share exchange (May 6, 2026 to May 13, 2026) has ended, and the number of shares held by shareholders who expressed dissent totaled 4,396,004 shares, representing approximately 0.6% of the total issued and outstanding shares of Woori Financial Group Inc. (734,076,320 shares), which does not reach the 20% threshold. Accordingly, the Share Exchange is expected to proceed as a small-scale share exchange as planned.   In the case of a small-scale share exchange, the resolution approving the share exchange may be substituted by a board resolution in lieu of a general meeting of shareholders, and accordingly, shareholders of Woori Financial Group Inc. will not be granted appraisal rights.   If the resolution approving the Share Exchange Agreement is rejected at the Board of Directors or general meeting of shareholders of Woori Financial Group Inc. or Tongyang Life Insurance Co., Ltd., the Share Exchange Agreement shall automatically and retroactively become null and void without any separate action by the parties, and the comprehensive share exchange may consequently be terminated. Investors are advised to take this into consideration.   B. Risks Relating to the Amendment, Termination, or Failure to Become Effective of the Share Exchange Agreement   If any of the following events set forth in the share exchange agreement entered into between Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. (the “Share Exchange Agreement”) occurs, the Share Exchange Agreement may become retroactively null and void, or Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. may terminate or amend the Share Exchange Agreement.   Under the Share Exchange Agreement, if the resolution approving the Share Exchange Agreement is rejected by the Board of Directors of Woori Financial Group Inc. or at the general meeting of shareholders of Tongyang Life Insurance Co., Ltd., the Share Exchange Agreement shall retroactively become null and void without any separate action by the parties. The parties may also modify or terminate the agreement.
		Although the possibility that the Share Exchange Agreement will be terminated due to rejection of the resolution approving the Share Exchange at the Board of Directors of Woori Financial Group Inc. or at the general meeting of shareholders of Tongyang Life Insurance Co., Ltd. is not expected to be high, it cannot be entirely ruled out that the agreement may be terminated due to events such as natural disasters or other material changes in the financial or operational condition of the parties. Investors are advised to take this into consideration.

 

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		C. Risks Relating to Deterioration in Financial Condition Due to Excessive Exercise of Appraisal Rights   In the case of shareholders of Woori Financial Group Inc., no appraisal rights will be granted in connection with the Share Exchange, as it constitutes a small-scale share exchange. In the case of dissenting shareholders of Tongyang Life Insurance Co., Ltd., appraisal rights will be granted. If the number of shares subject to appraisal rights reaches a level that imposes a financial burden on Tongyang Life Insurance Co., Ltd., the resulting recognition of share exchange-related costs and reduction in equity may have an adverse impact on the financial condition of Tongyang Life Insurance Co., Ltd., and investors are advised to take this into consideration.   D. Risks Relating to Lawsuits Initiated by Minority Shareholders   Some minority shareholders of the parties to the Share Exchange may file lawsuits seeking to invalidate the Share Exchange on grounds such as procedural defects in the Share Exchange process or allegations that the exchange ratio is unfair. The Share Exchange ratio has been determined in compliance with applicable laws and regulations, and the Share Exchange process is also being carried out in accordance with relevant legal requirements, including the KCC. Accordingly, the likelihood that the Share Exchange would be deemed invalid is considered low; however, the possibility that litigation may be filed in connection with the Share Exchange cannot be completely ruled out, and investors are advised to take this into consideration.   E. Possibility of Entering into Separate Agreements for the Share Exchange   Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. may enter into separate agreements with respect to matters requiring mutual agreement for the Share Exchange, and such separate agreements shall be deemed to form part of the Share Exchange Agreement.   F. Application of Special Provisions for Share Exchange   The Share Exchange may be conducted by applying the special provisions for share exchanges under Article 62-2 of the FHCA, thereby allowing certain procedural periods under the KCC to be shortened.
		As Woori Financial Group Inc. is listed on the NYSE (New York Stock Exchange), and is required under NYSE listing rules to make a public notice at least 10 days prior to the record date, the record date for determining shareholders entitled to express dissent to the small-scale share exchange was set as May 6, 2026, which is at least 10 days after the board resolution date of April 24, 2026.
		In order to enhance the stability of the Share Exchange process, the record date for determining shareholders entitled to vote at the general meeting of shareholders of Tongyang Life Insurance Co., Ltd. for approval of the Share Exchange has also been set as May 6, 2026. All other procedures will be carried out in accordance with the special provisions under the KCC and the FHCA.

 

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II. Form of Transaction

 

Merger, etc.				Share Exchange
Whether the Transaction Constitutes a Backdoor Listing				Not applicable
III. Principal Schedule
Date of Board of Directors Resolution				April 24, 2026
Date of Agreement				April 29, 2026
Record Date for Determining Shareholders for the general meeting of shareholders				May 6, 2026
Date of Shareholders’ Meeting for Approval				July 24, 2026
Exercise Period and Price for Appraisal Rights		Commencement Date		July 24, 2026
		Termination Date		August 3, 2026
		(Appraisal Right Exercise Price – Company-Provided Price)		KRW 8,505 per common share of Tongyang Life Insurance Co., Ltd.
Key Schedule of Woori Financial Group Inc.   Record Date Announcement Share Exchange Agreement Date Record Date for Eligible Shareholders Public Announcement of Small-Scale Share Exchange Period for Submission of Dissent to Small-Scale Share Exchange Board of Directors Resolution in Lieu of Shareholders’ Meeting for Approval of Share Exchange Share Exchange Date Scheduled Share Delivery Date Scheduled Listing Date of Shares				April 24, 2026 April 29, 2026 May 6, 2026 May 6, 2026 May 6 through May 13, 2026 July 24, 2026 August 11, 2026 August 31, 2026 August 31, 2026
Key Schedule of Tongyang Life Insurance Co., Ltd.   Record Date Announcement Share Exchange Agreement Date Record Date for Eligible Shareholders Period for Submission of Dissent to the Share Exchange Share Exchange Approval general meeting of shareholders Date Appraisal Rights Exercise Period Public Notice of Share Certificate Invalidity and Submission of Old Share Certificates Trading Suspension Period Scheduled Payment Date for Appraisal Rights Proceeds Scheduled End Date of Submission Period for Old Share Certificates Share Exchange Date Delisting Date				April 24, 2026 April 29, 2026 May 6, 2026 April 24, 2026 through July 23, 2026 July 24, 2026 July 24, 2026 through August 3, 2026 August 4, 2026 August 7, 2026 through August 28, 2026 August 7, 2026 –   August 11, 2026 August 31, 2026

Note 1) In the case of Woori Financial Group Inc., the Share Exchange will be conducted as a small-scale share exchange, and therefore the approval of the general meeting of shareholders will be substituted by approval of the Board of Directors, and appraisal rights will not be granted to the shareholders of Woori Financial Group Inc.

Note 2 )In the case of Tongyang Life Insurance Co., Ltd., the Share Exchange is conducted as a standard share exchange requiring approval by the general meeting of shareholders, and appraisal rights are granted to the shareholders of Tongyang Life Insurance Co., Ltd.

Note 3) The above schedule reflects the expected timetable as of the date of filing of this securities registration statement; however, it may be subject to partial amendments during the review process by the relevant authorities, and if material information closely related to investment decisions is changed, the scheduled timetable may be revised accordingly. That is to say, investors are advised to note that the schedule and related matters may be subject to change through consultations with relevant authorities or agencies, review procedures, and negotiations between the contracting parties.

 

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Note 4) Tongyang Life Insurance Co., Ltd. canceled 5,296,004 treasury shares it held pursuant to a board resolution on April 30, 2026. The cancellation of treasury shares held by Tongyang Life Insurance Co., Ltd. was completed by a board resolution alone, without a separate resolution of the general meeting of shareholders or creditor protection procedures, pursuant to the proviso of Article 343(1) of the amended KCC, which was promulgated and came into effect on March 6, 2026.

Note 5) With respect to all treasury shares to be acquired by Tongyang Life Insurance Co., Ltd. as a result of the exercise of appraisal rights by dissenting shareholders in connection with the Share Exchange (the number of which cannot be estimated as of the filing date of this securities registration statement), shares of Woori Financial Group Inc., which constitute the consideration for the Share Exchange, are expected to be allocated, and such shares will be disposed of within three years from the date of acquisition in accordance with Article 342-2 of the KCC and Article 62-2 of the FHCA. If specific matters, such as the future schedule or the number of treasury shares acquired pursuant to dissenting shareholders’ appraisal rights, are determined, the company plans to disclose such information in accordance with the applicable disclosure regulations.

IV. Valuation and Allocation of New Share

(Unit: KRW, share)

Ratio or value		Woori Financial Group Inc.: Tongyang Life Insurance Co., Ltd. = 1 : 0.2521056
Independent Valuation Institution		—
Issued Securities		Type		Quantity		Par Value		Offering (Sale) Price		Total Amount of Offering (Sale)
		Registered Common Shares		8,696,875		5,000		34,589		300,816,209,375
Payment of Grants, etc.		No additional cash consideration will be paid other than the payment of proceeds from the sale of fractional shares.

Note 1) Pursuant to Article 176-6(4)(ii) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (the “FSCMA”), a valuation by an independent appraisal institution regarding the fairness of the exchange value is not required for the Share Exchange.

Note 2) Woori Financial Group Inc. does not plan to issue treasury shares to the shareholders subject to the Share Exchange.

Note 3) The actual increase in total capital of Woori Financial Group Inc. resulting from the Share Exchange may differ from the above total offering amount. Woori Financial Group Inc. plans to apply the closing price of its common shares on the Share Exchange date as the issue price of the new shares issued in connection with the Share Exchange.

Note 4) Tongyang Life Insurance Co., Ltd. completed the cancellation of 5,296,004 treasury shares pursuant to a board resolution on April 30, 2026.

Note 5) With respect to all treasury shares to be acquired by Tongyang Life Insurance Co., Ltd. as a result of the exercise of appraisal rights by dissenting shareholders in connection with the Share Exchange (the number of which cannot be estimated as of the filing date of this securities registration statement), shares of Woori Financial Group Inc. as consideration for the Share Exchange are expected to be allocated, and such shares will be disposed of within three years from the date of acquisition in accordance with Article 342-2 of the KCC and Article 62-2 of the FHCA.

Note 6) The actual increase in total capital of Woori Financial Group Inc. resulting from the Share Exchange may differ from the above total offering amount.

V. Summary Information on the Parties to the Transaction

(Unit: KRW, share)

Company Name				Woori Financial Group Inc.		Tongyang Life Insurance Co., Ltd.
Category				Wholly-Owning Parent Company		Wholly-Owned Subsidiary
Number of Issued Shares		Common Shares		728,089,682		156,062,581
		Preferred Shares		—		—
Total Assets				28,553,113,787,427		34,461,409,676,176
Capital				3,802,676,300,000		806,792,925,000

Note 1) The number of issued shares is based on the status as of the filing date of this securities registration statement, and total assets and capital are based on the separate financial statements as of the end of the first quarter of 2026.

Note 2) On a consolidated financial statement basis as of the end of the first quarter of 2026, total assets of Woori Financial Group Inc. amount to KRW 612,585,300 million. On a consolidated financial statement basis as of the end of the first quarter of 2026, total assets of Tongyang Life Insurance Co., Ltd. amount to KRW 34,495,301 million.

 

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VI. Other Additional Information

 

[Material Fact Report]		[Amended] Material Fact Report (Decision on Share Exchange) – May 14, 2026
[Miscellaneous]		Please refer to the Company’s Material Fact Report relating to the Share Exchange, which was initially filed through the electronic disclosure system on April 24, 2026.

 

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PART 1. OVERVIEW OF COMPREHENSIVE SHARE EXCHANGE/TRANSFER

I. General Information Regarding Comprehensive Share Exchange/Transfer

1. Purpose of the Share Exchange

A. Counterparty and Background of the Share Exchange

1) Overview of the Parties to the Share Exchange

 

Company Becoming the Wholly-Owning Parent Company		Company Name		Woori Financial Group Inc.
		Location		51, Sogong-ro, Jung-gu, Seoul, Korea
		Representative Director		Jong-Yong Yim
		Corporate Type		Listed company on the Korea Securities Market

 

Company Becoming a Wholly-Owned Subsidiary		Company Name		Tongyang Life Insurance Co., Ltd.
		Location		33, Jongno, Jongno-gu, Seoul, Korea
		Representative Director		Dae-kyu Seong
		Corporate Type		Listed company on the Korea Securities Market

2) Background of the Share Exchange

Woori Financial Group was established in January 2019 as a financial holding company to provide comprehensive financial services, in order to proactively respond to risks expected in the domestic banking industry, including heightened macroeconomic uncertainty, rising credit risk associated with increasing household debt in Korea, and changes in the banking environment driven by the expansion of fintech and the entry of internet-only banks. Woori Financial Group Inc. was established through a statutory comprehensive share transfer under the KCC, whereby shares of Woori Bank Co., Ltd. and five subsidiaries of Woori Bank (Woori FIS Co., Ltd., Woori Financial Management Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Service Co., Ltd., and Woori Private Equity Asset Management Co., Ltd.) were transferred at 100% ownership. In the same year, Woori Financial Group Inc. also acquired Woori Card Co., Ltd., a second-tier subsidiary, as a wholly-owned subsidiary through a comprehensive share exchange, and acquired Woori Comprehensive Finance Co., Ltd. (currently Woori Investment Bank Co., Ltd.) from Woori Bank through a share purchase agreement, thereby making it a subsidiary. In addition, in 2019, the Group acquired Woori Asset Management Co., Ltd., Woori Global Asset Management Co., Ltd., and Woori Asset Trust Co., Ltd., thereby promoting the early stabilization of the holding company structure and expansion of its business portfolio after the establishment of the holding company. In the second half of 2020, Woori Financial Group strengthened its non-banking business portfolio and enhanced synergies among group subsidiaries by acquiring a 74.04% equity interest in Aju Capital (currently Woori Financial Capital Co., Ltd.), thereby making it a subsidiary of Woori Financial Group Inc. Since 2021, as part of efforts to improve management efficiency and strengthen the non-banking segment, Woori Financial Capital Co., Ltd., Woori Venture Partners Co., Ltd., Woori Comprehensive Finance Co., Ltd. (currently Woori Investment Bank Co., Ltd.), and ABL Life Insurance Co., Ltd. were converted into 100%-owned subsidiaries through comprehensive share exchanges.

Tongyang Life Insurance Co., Ltd. was established in April 1989 as a joint venture between Tongyang Cement and Mutual Benefit Life Insurance Company of the United States under the name Tongyang Beneficial Life Insurance Co., Ltd. In August 1995, the company changed its current corporate name, and in October 2009 it was listed on the Korea Exchange (KOSPI), becoming the first life insurer in Korea to be listed and commence trading. In September 2015, its largest shareholder was changed to Anbang Insurance Group of China (currently Dajia Insurance Group of China). Subsequently, in July 2025, the company became a subsidiary of Woori Financial Group. Tongyang Life Insurance Co., Ltd. operates businesses including protection-type products such as survival insurance, death insurance, and group insurance, as well as savings-type products such as retirement pension products. As of the filing date of this securities registration statement, it holds Tongyang Life Financial Service Co., Ltd. as a subsidiary. Tongyang Life Insurance Co., Ltd. is a subsidiary of Woori Financial Group Inc., and as of the filing date, Woori Financial Group Inc. holds a 77.90% equity interest in its subsidiary, Tongyang Life Insurance Co., Ltd.

 

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Tongyang Life Insurance Co., Ltd. established its subsidiary, Tongyang Life Financial Service Co., Ltd., at the end of 2021 in order to strengthen its non-face-to-face sales competitiveness and enhance the professionalism of its telemarketing channel, with the aim of improving competitiveness and revitalizing sales in the insurance market. Supported by the success of high-margin health insurance products and efficient asset management, the Company achieved meaningful growth in profitability during 2023–2024. In 2025, however, growth in operating revenue (insurance revenue and investment income) appears to have entered a plateau phase. In terms of profitability indicators, the insurance profit recorded a deficit in the assumption variance item (i.e., the difference between expected and actual insurance claims and expenses), and the increase in onerous contract costs resulted in a significant year-on-year decline (operating profit decreased by 46% and net profit decreased by 60.4%), reflecting a relatively weak performance. Although operating revenue has shown a gradual upward trend over the past four years, profitability indicators have exhibited significant volatility and have not been consistently stable. In addition, from a share price perspective, meaningful positive market reactions have not been observed beyond macro-driven factors such as regulatory amendments and inclusion in Woori Financial Group.

[Key Financial Indicators of Tongyang Life Insurance Co., Ltd. (Consolidated Basis)]

 

(Unit: KRW, %)		Q1 FY2026				Q1 FY2025				FY2025				FY2024				FY2023
Operating Revenue			1,117,839				860,127				3,574,279				3,499,448				3,250,821
growth% (Note 1)			30.0%				—				2.1%				7.6%				7.6%
Operating profit			31,104				58,665				198,812				368,058				294,252
EBIT%			2.8%				6.8%				5.6%				10.5%				9.1%
Net income for the period			25,203				46,194				124,494				314,293				239,826
NI%			2.2%				5.4%				3.5%				9.0%				7.4%

(Note 1) Operating revenue growth rate refers to the increase in operating revenue compared to the corresponding period.

① Effects of Management Performance Improvement

Following the adoption of IFRS in 2023, the Company achieved notable revenue growth and profitability improvement in 2023–2024, driven by expansion of protection-type insurance sales (high-margin health insurance products) and efficient asset management. However, in 2025, revenue growth has stagnated, while profitability has declined sharply due to widening assumption variance losses and a significant increase in insurance finance expenses. In the event that Tongyang Life Insurance Co., Ltd. becomes a wholly-owned subsidiary of Woori Financial Group Inc., it is expected that it will be able to establish a more efficient management framework capable of responding flexibly to external environmental changes, thereby enabling faster and more efficient decision-making and expansion of new businesses. In addition, if Tongyang Life Insurance Co., Ltd. is merged with ABL Life Insurance Co., Ltd. following its conversion into a wholly owned subsidiary, integrating IT infrastructure and internal control systems under the Woori Financial Group standards is expected to improve operational efficiency and reduce costs.

 

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The IT systems currently operated by Tongyang Life Insurance Co., Ltd. and ABL Life Insurance Co., Ltd. were established in 2008 and 2014, respectively. As these systems have become significantly outdated, each company will need to replace its existing system with a next-generation platform in the near term. However, if each company independently undertakes such redevelopment under the current ownership structure, substantial inefficiencies would arise as a result of duplicative investments. Moreover, if the two companies are subsequently merged, not only would the duplicated investments already incurred be unrecoverable, but integrating the separately developed IT systems would itself present significant operational challenges. Accordingly, in order to enhance the competitiveness of the Group’s insurance business, it is important to achieve economies of scale through the merger of Tongyang Life Insurance Co., Ltd. and ABL Life Insurance Co., Ltd. as promptly as practicable, while complementing their respective business and product portfolios and implementing an integrated IT infrastructure. In this regard, if Tongyang Life Insurance Co., Ltd. is first converted into a wholly owned subsidiary, the merger of the two companies can be executed more expeditiously and efficiently under a common 100% controlling shareholder. As the merger consideration for a merger between two unlisted companies under common ownership would be determined without controversy regarding the applicable merger ratio, the transaction could be implemented more efficiently, thereby improving operating efficiency and reducing costs through the establishment of an integrated IT infrastructure.

In addition, there are limitations on implementing integration initiatives at the Group level while Tongyang Life Insurance remains a listed company, as the independent business judgment of the subsidiary and the protection of its public shareholders must take precedence. Under such circumstances, it is difficult for the holding company to require compliance with Group-standard IT infrastructure and internal control standards without compromising its obligations to protect public shareholders or the subsidiary’s independent management. Furthermore, real-time data sharing necessary to establish an integrated risk management system for the financial group could give rise to legal risks under the FSCMA, including risks relating to unfair trading practices and the use of non-public information. Accordingly, to simplify the management decision-making structure and facilitate enterprise-wide integrated operations, the Company intends to proceed with the integration process by making Tongyang Life Insurance Co., Ltd. an unlisted wholly owned subsidiary.

Furthermore, through structural integration and unification of sales strategies—such as customer data integration, standardization of sales processes, and redesign of sales incentives—the Company is expected to establish a foundation to expand bancassurance sales by effectively leveraging the broad customer base of Woori Financial Group.

② Securing Management Efficiency

In the event that Tongyang Life Insurance Co., Ltd. becomes a wholly-owned subsidiary of Woori Financial Group Inc., the governance structure will be simplified and the group-wide decision-making framework will be unified. Through this, the company plans to enhance management transparency and establish a system that enables rapid and efficient execution of enterprise-wide resource allocation and business strategies.

From 2027, as new core capital requirements for insurance companies are introduced, maintaining capital adequacy is expected to require proactive capital support from the holding company, including potential capital increases. Under the current shareholder structure of Tongyang Life Insurance Co., Ltd., a large-scale capital increase would likely result in dilution of existing shareholders’ ownership and a decline in share price, thereby potentially harming minority shareholders. In contrast, under a wholly-owned subsidiary structure, strategic flexibility can be secured, as necessary capital support can be provided promptly without the need for a public rights offering to general shareholders.

If a unified group-level management system centered on the holding company is established, it is expected that a more responsive and efficient management framework will be created to adapt to external environmental changes. Based on this, enhanced corporate value is anticipated through more proactive business execution and strengthened synergy support across group affiliates.

③ Improvement of Financial Indicators

As of the end of December 2025, Tongyang Life Insurance Co., Ltd. recorded a capital adequacy ratio (K-ICS ratio) of 179.8%, which is lower than the industry average of 190.3%, and the ratio stood at 189.6% as of the first quarter of 2026. Over the past four years, the Company’s capital adequacy ratio has consistently remained below the industry average. This is attributed to legacy liabilities arising from high-interest savings-type insurance products sold in the past and capital expansion relying on external funding. At the time discussions regarding its inclusion in Woori Financial Group were underway (Q1 2025), the ratio even fell below the regulatory guideline level of 130% recommended by the Financial Supervisory Service.

 

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Following the issuance of approximately KRW 700 billion in overseas subordinated bonds in May 2025, inclusion into Woori Financial Group in July 2025, and the issuance of KRW 200 billion in domestic subordinated bonds in November 2025, available capital increased. In addition, the reduction in required capital due to decreased interest rate sensitivity contributed to a meaningful improvement in the capital adequacy ratio. Going forward, if Tongyang Life Insurance Co., Ltd. becomes a wholly-owned subsidiary of Woori Financial Group Inc., (1) a direct parental support system and (2) lower funding costs are expected. Furthermore, with the integration of the group-wide risk management framework and potential future mergers considered, the capital adequacy ratio is expected to improve over the medium to long term.

 

Unit: KRW 100 million		Q1 FY2026				FY2025				Q3 FY2025				Q2 FY2025				Q1 FY2025				FY2024				FY2023				FY2022
Capital Adequacy Ratio (industry average)			—				190.3				201.4				200.9				190.7				203.3				233.3				206.4
Capital Adequacy Ratio (A/B, Tongyang Life)			189.6				179.8				173.6				177.0				127.2				155.5				193.4				173.2
Available Capital (A)			43,457				40,595				40,200				42,850				33,862				38,753				41,898				26,317
Required Capital (B)			22,926				22,573				23,158				24,214				26,628				24,918				21,668				15,199

Data: Source: Korea Deposit Insurance Corporation (KDIC) Financial Company Comprehensive Information

④ Resolution of Structural Undervaluation and the Overhang of the “Multiple Listing Discount”

Tongyang Life Insurance Co., Ltd. currently exhibits a price-to-book ratio (PBR) of 0.78x, which is broadly in line with the average PBR of comparable life insurance companies (0.82x), yet remains structurally undervalued at a level below 1.0x. In particular, the “multiple listing discount” arising from the simultaneous listing of both the parent and subsidiary companies negatively affects investor sentiment and undermines shareholder value. Over the past five years, the share price has largely remained within a trading range of approximately KRW 3,000 to KRW 6,000, except for temporary upward movements driven by external factors such as expectations regarding inclusion in Woori Financial Group (August 2024 and July 2025) and a sector-wide rally in insurance stocks following the third amendment to the KCC (March 2026), including mandatory treasury share cancellation. This suggests that there may be inherent limitations to share price appreciation based solely on Tongyang Life Insurance Co., Ltd.’s standalone earnings, new business initiatives, or internal governance improvements. Accordingly, through the Share Exchange, the company aims to restructure its governance framework and fundamentally eliminate the risks associated with multiple listing. It is expected that such structural changes and the realization of integration synergies will enhance overall shareholder value, including minority shareholders, and facilitate a transition into a fundamental re-rating phase.

 

PBR of Comparable Life Insurance Companies
Tongyang Life Insurance Co., Ltd.		0.78x
Samsung Life Insurance			0.86x
Mirae Asset Life Insurance			0.81x
Average			0.82x
Median			0.81x

Record Date Data as of 13 May 2026: Factset

 

 

Data: KRX Information Data System

 

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⑤ Preparation for Future Group-Level Restructuring

Pursuant to the Share Exchange, if Tongyang Life Insurance Co., Ltd. becomes a wholly-owned subsidiary of Woori Financial Group Inc., the Group will come to hold two mid-to-large-sized life insurance companies as wholly-owned subsidiaries, together with ABL Life Insurance Co., Ltd. In the event that a merger between the two companies is pursued depending on future market conditions, it is expected that a large-scale insurer with total assets exceeding KRW 55 trillion could be formed, thereby achieving economies of scale and improving profitability. In addition, asset expansion is expected to enhance risk diversification effects, which in turn would improve capital adequacy ratios and ultimately contribute to the enhancement of shareholder value and corporate value.

The full inclusion of Tongyang Life Insurance Co., Ltd., a key non-banking subsidiary of Woori Financial Group, as a wholly-owned subsidiary is expected to contribute to the stabilization and maturation of Woori Financial Group Inc.’s holding company structure, strengthen Tongyang Life Insurance Co., Ltd.’s market competitiveness, and enhance corporate value through increased synergies among group affiliates. The Company aims to establish an efficient and stable financial holding company structure, actively pursue new business initiatives, and achieve integrated growth between banking and non-banking sectors, thereby seeking to diversify its financial business portfolio and secure a competitive business structure relative to other financial holding companies. Accordingly, the Share Exchange is being pursued with the expectation that it will enhance both shareholder value and corporate value.

3) Decision-Making Process and Details of the Share Exchange

On April 1, 2026, Woori Financial Group Inc. approved, by resolution of its Board of Directors, the establishment of a Special Committee for the Wholly-Owned Subsidiarization of Tongyang Life Insurance Co., Ltd. (the “Woori Financial Group Special Committee”). The Special Committee consists of seven independent outside directors and is responsible for conducting objective review and deliberation regarding the purpose and legitimacy of the proposed comprehensive share exchange transaction, the fairness and reasonableness of the transaction terms, and the appropriateness of the transaction process. Meanwhile, on February 25, 2026, the Ministry of Justice released the “Guidelines on Directors’ Conduct in Corporate Restructuring” (the “MOJ Guidelines”). The MOJ Guidelines, issued in connection with the amended KCC effective July 22, 2025, which introduced directors’ fiduciary duty toward shareholders, set forth measures to enhance fairness in corporate restructuring involving potential conflicts of interest, including: (i) establishment of a special committee, (ii) verification by independent external experts, and (iii) provision of sufficient information to shareholders. Although the MOJ Guidelines are non-binding soft law, Woori Financial Group Inc. agreed with the policy direction of the government’s regulatory improvements and, as a preemptive measure, established the Special Committee composed of seven independent outside directors pursuant to the Board resolution dated April 1, 2026.

The Special Committee held its first meeting on April 1, 2026, and reviewed the rationale for pursuing the comprehensive share exchange affecting the governance structure, as well as the proposed comprehensive share exchange of Tongyang Life Insurance Co., Ltd. and measures for enhancing shareholder value. In particular, the Committee concluded that implementing a comprehensive share exchange as a governance restructuring measure would enhance the intrinsic value of Woori Financial Group Inc. The Committee further concluded that the comprehensive share exchange is expected to deliver benefits including establishment of an efficient management system and realization of long-term growth, elimination of multiple listing discounts and structural undervaluation in consolidated form, reduction of listing maintenance costs and regulatory burden, and improvement of earnings through synergies among subsidiaries.

Kim & Chang, acting as external legal counsel, conducted a legal review on the purpose and procedural appropriateness of the comprehensive share exchange. In particular, it provided a report to the Special Committee in relation to fairness enhancement measures set forth in the publicly disclosed MOJ Guidelines.

At the second meeting of the Special Committee held on April 8, 2026, based on review results from independent external advisors, including legal and accounting firms, the Committee confirmed that: (i) the proposed comprehensive share exchange would not raise legal issues provided that it is pursued in compliance with applicable laws and internal procedures based on reasonable managerial judgment consistent with business necessity and corporate interest; and (ii) the exchange ratio calculated using the reference share prices under the FSCMA falls within the range derived from valuation analyses supporting decision-making by independent valuation institutions (Woori Financial Group Inc.: DCF method and comparable listed companies method; Tongyang Life Insurance Co., Ltd.: actuarial valuation method (MVS) and comparable listed companies method), and therefore, the Committee concluded that the exchange ratio is reasonable when comprehensively considered.

 

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At the third meeting of the Woori Financial Group Special Committee held on April 14, 2026, the Committee conducted an in-depth discussion on the Share Exchange and the related governance restructuring plan based on the final review results of independent external advisors, including law firms and accounting firms. ① The Committee discussed: (i) whether the Share Exchange is consistent with enhancement of corporate value and shareholder value, (ii) whether minority shareholders’ rights are sufficiently protected and whether any adverse impact on their interests exists in the course of the transaction, and (iii) whether the governance restructuring would enable long-term growth through the establishment of an efficient management system. The members of the Special Committee concurred with these considerations.

Tongyang Life Insurance Co., Ltd. approved, by resolution of its Board of Directors dated April 6, 2026, the establishment of a Special Committee for the Share Exchange (the “Tongyang Life Insurance Special Committee”). The Special Committee of Tongyang Life Insurance Co., Ltd. consists of three independent outside directors and one external expert and is responsible for reviewing the legitimacy of the transaction purpose, fairness of the transaction terms, and appropriateness of the transaction process, as well as providing advisory support to the Board’s decision-making process regarding the comprehensive share exchange.

On April 9, 2026, the Tongyang Life Insurance Special Committee held its first meeting and discussed, on an overall basis, the background and structure of the Share Exchange, the applicable regulatory framework, the necessity of governance restructuring, and the expected future benefits. In particular, the Committee focused its review on whether the transaction could contribute to long-term corporate value enhancement and improved management efficiency of Tongyang Life Insurance Co., Ltd., and agreed that procedural fairness and adequacy of transaction terms must be ensured so that minority shareholders’ interests are not adversely affected. The Special Committee also reviewed the overview of the Share Exchange, current shareholder structure, expected transaction timeline, appraisal rights procedures for dissenting shareholders, and the impact on stakeholders, and discussed required future review matters as well as plans to utilize external advisors during the transaction process. Furthermore, the Committee confirmed that fairness review procedures must be properly conducted in accordance with the FSCMA and relevant guidelines, and reviewed matters including the basis for determining reference market price, the meaning of closing price under applicable laws, and precedents involving discounts or premiums to reference market price. In addition, the Committee discussed whether the transaction terms are reasonable from the perspective of general shareholders by comparing them with the acquisition price paid by controlling shareholders. In addition, the Special Committee reviewed the appropriateness of the timing of the Share Exchange from both short-term and long-term perspectives, and assessed the feasibility of the transaction by comprehensively considering recent share price trends of Tongyang Life Insurance Co., Ltd., overall market conditions, and valuation environments in the insurance industry.

On April 14, 2026, Tongyang Life Insurance Co., Ltd. held the second meeting of its Special Committee. Based on the review results of independent external advisors (law firms and accounting firms), the Committee conducted in-depth discussions on the necessity of the Share Exchange, appropriateness of the transaction structure, procedural legitimacy, and minority shareholder protection measures. The Special Committee reviewed key legal issues and regulatory requirements related to the transaction based on the opinions of external legal counsel, and also discussed potential conflicts of interest that may arise in the process of determining the share exchange ratio, as well as the need for appropriate management of such conflicts. In addition, the Committee emphasized the importance of establishing sufficient procedural safeguards for minority shareholder protection, and reviewed matters including the appropriateness of the appraisal rights exercise period for dissenting shareholders and the adequacy of disclosure and information provision methods. Furthermore, based on the review of external accounting advisors, the Committee assessed the appropriateness of the transaction structure and valuation methodologies, and examined whether the transaction terms were reasonable compared to market practice and comparable precedents. In particular, it reviewed whether the exchange ratio—derived under the FSCMA and based on valuation methodologies reflecting the respective business characteristics of the companies (Woori Financial Group Inc.: Discounted Cash Flow (DCF) method and comparable companies analysis; Tongyang Life Insurance Co., Ltd.: actuarial valuation method (MVS) and comparable companies analysis)—fell within the reasonable valuation range. In addition, Tongyang Life Insurance Co., Ltd. reviewed the basis for determining the reference market price (KRX closing price), precedents involving share exchange premiums, explanations regarding the difference between Woori Financial Group Inc.’s acquisition price of Tongyang Life Insurance Co., Ltd. shares and the share exchange valuation, and the appropriateness of the timing of the Share Exchange (including Woori Financial Group Inc.’s dividend policy). The Company also requested review of matters including the appraisal rights exercise period and potential conflicts of interest.

 

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In addition, the Company discussed whether discounts or premiums should be applied in the Share Exchange and the extent to which such application would affect general shareholders and minority shareholders. It also reviewed the necessity and effectiveness of shareholder value enhancement measures, including the cancellation of existing treasury shares. Tongyang Life Insurance Co., Ltd., as part of the governance restructuring process, decided to cancel all treasury shares prior to the Share Exchange as a measure to enhance existing shareholder value, and also reviewed the timing of such cancellation.

[Background of the Decision-Making Process Regarding the Treatment of Treasury Shares of Tongyang Life Insurance Co., Ltd. and the Timing of Their Cancellation]

① Decision to Cancel Treasury Shares

At the time Tongyang Life Insurance Co., Ltd. resolved to proceed with the Share Exchange, it held 5,296,004 treasury shares (representing approximately 3.28% of its total issued shares). The Company compared and evaluated alternative approaches for the treatment of such treasury shares, including (i) canceling the treasury shares and (ii) proceeding with the Share Exchange while retaining the treasury shares, receiving newly issued shares of Woori Financial Group Inc. in exchange for such treasury shares, and disposing of those shares at a later date.

First, Tongyang Life Insurance Co., Ltd. considered canceling the treasury shares at issue (the “Treasury Shares”) so that they would be excluded from the shares subject to the Share Exchange. If the treasury shares were canceled, no newly issued shares of Woori Financial Group Inc. would be allocated in exchange for such treasury shares, thereby preventing the unnecessary issuance of new shares in connection with the Share Exchange. In addition, this approach would eliminate in advance potential overhang concerns associated with the future disposition of such newly issued shares following the share exchange and mitigate the dilutive effect resulting from an increase in the number of new shares issued by Woori Financial Group Inc.

Tongyang Life Insurance Co., Ltd. also considered that the cancellation of treasury shares would not impose any additional cash burden on shareholders and that the benefits resulting from the reduction in the total number of issued shares would accrue to all shareholders. In addition, the Company viewed the cancellation of treasury shares as an accounting transaction involving a reclassification within shareholders’ equity. Because treasury shares had already been reflected as a deduction from shareholders’ equity, the Company concluded that the cancellation itself would not result in any additional reduction in its net assets. Accordingly, the Company determined that the cancellation of the treasury shares represented a direct and clear approach from the perspectives of the structure of the Share Exchange, the protection of public shareholders, the enhancement of shareholder value, and the transparency of the transaction.

Next, Tongyang Life Insurance Co., Ltd. also considered an alternative approach under which it would retain the treasury shares, proceed with the Share Exchange, receive newly issued shares of Woori Financial Group Inc. in exchange for such treasury shares, and dispose of those shares at a later date. However, under this approach, newly issued shares of Woori Financial Group Inc. would also be allocated in respect of the treasury shares held by Tongyang Life Insurance Co., Ltd., thereby increasing the number of new shares that Woori Financial Group Inc. would be required to issue in connection with the share exchange. In addition, overhang concerns could arise in connection with the holding or subsequent disposition of the Woori Financial Group Inc. shares allocated to Tongyang Life Insurance Co., Ltd. following the share exchange.

Specifically, if Tongyang Life Insurance Co., Ltd. did not cancel the Treasury Shares, an additional 1,335,152 newly issued shares of Woori Financial Group Inc. would be allocated in respect of such treasury shares based on the applicable exchange ratio of 1:0.2521056. As a result, the total number of newly issued shares of Woori Financial Group Inc. to be issued in connection with the Share Exchange would increase from 8,696,875 shares if the treasury shares were canceled to 10,032,027 shares if the treasury shares were not canceled.

 

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Comparison of Dilutive Effects Depending on Whether Treasury Shares Are Canceled

 

Classification

Cancellation (A)

No Cancellation (B)

Difference (B–A)

Number of Newly Issued Woori Financial Group Shares

8,696,875 shares

10,032,027 shares

+1,335,152 shares

Dilutive Effect

1.19%

1.38%

+0.18%p

As described above, if the Share Exchange were carried out while retaining the treasury shares, the number of new shares to be issued by Woori Financial Group Inc. would increase, resulting in greater shareholder dilution. This could affect not only the existing shareholders of Woori Financial Group Inc., but also the public shareholders of Tongyang Life Insurance Co., Ltd. who would become shareholders of Woori Financial Group Inc. through the Share Exchange. The Company also considered that the potential future disposition of such newly issued shares could create downward pressure on the share price or give rise to overhang concerns.

Accordingly, Tongyang Life Insurance Co., Ltd. concluded that canceling the treasury shares and excluding them from the shares subject to the share exchange, rather than retaining the treasury shares, receiving newly issued shares in the Share Exchange, and disposing of those shares at a later date, would prevent the unnecessary issuance of new shares in connection with the Share Exchange, mitigate dilution and overhang concerns, and better serve the interests of all shareholders, including the public shareholders.

Meanwhile, following the decision to cancel the Treasury Shares, certain shareholders and market participants expressed the view that, instead of canceling the treasury shares, Tongyang Life Insurance Co., Ltd. should have distributed or otherwise disposed of such treasury shares to shareholders on a pro rata basis according to their respective shareholdings, or distributed them to shareholders without consideration, as such alternatives might have been more favorable from the standpoint of protecting public shareholders. Accordingly, Tongyang Life Insurance Co., Ltd., after obtaining a review from external legal counsel, further considered whether such alternatives—namely, a pro rata distribution or disposal of treasury shares to shareholders or a distribution of treasury shares without consideration—would better protect public shareholders than the cancellation of treasury shares in connection with this transaction.

Assuming, solely for purposes of analysis, that the Company were legally permitted to distribute the treasury shares to its shareholders without consideration on a pro rata basis and elected to do so, the public shareholders would acquire additional shares of Tongyang Life Insurance Co., Ltd. without any additional cash contribution. As a result of the increase in the number of shares held by such shareholders, they could receive a greater number of newly issued shares of Woori Financial Group Inc. in the subsequent share exchange. However, as discussed below, the Company concluded that a distribution of treasury shares without consideration is not legally or financially permissible under the amended KCC. Accordingly, the Company did not undertake any further analysis of the specific effects of such an alternative.

(1) Article 341-4 (Obligation to Cancel Treasury Shares, etc.), Paragraph (2)(i) of the Korean Commercial Code (KCC) provides that one of the limited circumstances in which a company may retain or dispose of treasury shares instead of canceling them is “where such treasury shares are disposed of to all shareholders on equal terms in proportion to their respective shareholdings.” However, the provision does not provide a separate legal basis permitting a company to distribute treasury shares to shareholders without consideration on an equal basis. In addition, Article 342(4) of the amended KCC (Disposal of Treasury Shares) provides that the provisions governing the issuance of new shares apply mutatis mutandis to the disposal of treasury shares. Accordingly, the provision regarding the pro rata disposition of treasury shares is understood to be intended, in a manner similar to shareholders’ preemptiverights with respect to the issuance of new shares, to provide existing shareholders with an equal opportunity to acquire treasury shares in proportion to their respective shareholdings. Therefore, the provision has been interpreted to require that existing shareholders be afforded an opportunity to purchase treasury shares for consideration on equal terms in proportion to their respective shareholdings.

 

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Based on the foregoing analysis, the Company concluded that the amended KCC should be interpreted as providing existing shareholders with an opportunity to acquire treasury shares on equal terms in proportion to their respective shareholdings, rather than permitting treasury shares to be distributed to shareholders without consideration. Accordingly, if the Company were to adopt a pro rata disposition of treasury shares to shareholders, although the applicable purchase price is not prescribed by law, shareholders could incur an additional cash outlay to acquire such treasury shares. Furthermore, if any public shareholders elected not to purchase the treasury shares for consideration, they might not receive treasury shares or the corresponding allocation of Woori Financial Group Inc. shares in the share exchange. In such circumstances, the resulting effects could not be regarded as accruing equally to all shareholders.

(2) If the Company were to distribute treasury shares to its shareholders without consideration in the form of a distribution in kind, it would be necessary to satisfy separate legal requirements, including the existence of distributable profits. However, Tongyang Life Insurance Co., Ltd. confirmed that, at the time of its review, it did not have distributable profits under the KCC. Accordingly, the Company determined that it would not be feasible to implement a distribution of treasury shares to shareholders without consideration by way of a stock dividend or other profit distribution.

In conclusion, Tongyang Life Insurance Co., Ltd. determined that proceeding with the Share Exchange while retaining the treasury shares, receiving newly issued shares of Woori Financial Group Inc. in exchange for such treasury shares, and disposing of those shares at a later date could result in an increase in the number of newly issued shares, shareholder dilution, and overhang concerns. The Company also concluded that a pro rata disposition of treasury shares to shareholders or a distribution of treasury shares without consideration would not be practicable as a measure designed solely to protect public shareholders and would be subject to limitations, including the potential cash burden on shareholders, the absence of a clear legal basis, and the lack of distributable profits.

By contrast, the Company concluded that the cancellation of treasury shares is consistent with the principles governing the treatment of treasury shares under the amended KCC, prevents the unnecessary issuance of newly issued shares in connection with the Share Exchange, and mitigates potential dilution and overhang concerns that could arise following the completion of the Share Exchange. In addition, because the cancellation does not impose any additional cash burden on shareholders and its benefits accrue to all shareholders, the Company determined that such approach represents the clearest and most direct means of protecting public shareholders and enhancing shareholder value.

Although the cancellation of the Treasury Shares does not affect the exchange ratio applicable to the Share Exchange, it prevents the issuance of newly issued shares of Woori Financial Group Inc. in respect of the treasury shares, thereby mitigating potential dilution and overhang concerns following the completion of the Share Exchange. Accordingly, the Company believes that the cancellation contributes to the protection of the post-exchange shareholder value of the public shareholders participating in the Share Exchange.

② Determination of the Timing of the Cancellation

First, although the amendments to the KCC in March 2026 created a general expectation that treasury shares previously acquired should, in principle, be cancelled, a transitional grace period of one year and six months was provided. In addition, as the Company was reviewing and discussing the acquisition of 100% ownership of Tongyang Life Insurance Co., Ltd. through a comprehensive share exchange, the treatment of the treasury shares already held by the Company became one of the issues considered as part of that process. Accordingly, given the timing and circumstances, it was not practicable for the Company to determine to cancel its treasury shares prior to approving the comprehensive share exchange.

The structure of, and decision whether to proceed with, the Share Exchange became concrete in mid-March 2026, when the review of the proposed conversion of Tongyang Life Insurance Co., Ltd. into a wholly owned subsidiary commenced. Accordingly, the Special Committee relating to the share exchange was established on April 6, 2026, and, following deliberations by the Special Committee and the Board of Directors, the Board resolved on April 24, 2026 to approve the Share Exchange and the related cancellation of the treasury shares at the same meeting.

Second, in considering the cancellation of the treasury shares, the Board of Directors of Tongyang Life Insurance Co., Ltd. was concerned that announcing the cancellation before approving the Share Exchange would result in the announcement being made during the period used to determine the exchange consideration, which could influence the calculation of the exchange ratio and give rise to allegations of market manipulation or unfair trading.

 

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The purpose of the Financial Investment Services and Capital Markets Act (FSCMA) and related regulations requiring the exchange consideration of a listed company to be determined based on the reference market price is to ensure the fairness and objectivity of the exchange ratio by excluding arbitrary intervention by the parties and relying on an objective market price. Because the reference market price is calculated based on the market price over a specified period preceding the date of the relevant board resolution, any announcement of the cancellation of treasury shares during such calculation period could affect the reference market price through the market’s reaction to the announcement, thereby undermining the objectivity of the valuation.

In light of the foregoing, although the treasury shares being canceled had been acquired previously and were economically equivalent to unissued shares rather than treasury shares newly acquired for cancellation, the Board was concerned that the announcement of the cancellation alone could be misconstrued as an attempt to influence the market in order to obtain a more favorable exchange ratio and could even give rise to allegations of violations of applicable laws and regulations, including market manipulation. As a listed financial institution, the Company did not consider these concerns to be matters that could be disregarded in its decision-making process.

Accordingly, the Board of Directors of Tongyang Life Insurance Co., Ltd. confirmed that, in prior transactions in which financial holding companies acquired wholly owned subsidiaries through share exchanges, there had been virtually no precedent in which the subsidiary to be wholly owned canceled its treasury shares before the share exchange. Instead, the general market practice was to address the treasury shares simultaneously with, or after, the approval of the share exchange in order to ensure the legitimacy of the process and maintain market stability. Based on this understanding, the Board unanimously resolved to approve the cancellation of the Treasury Shares on the same date as the approval of the Share Exchange.

③ Impact of the Decision to Cancel the Treasury Shares

Even if the cancellation of the Treasury Shares had been publicly announced before the exchange ratio was determined, it cannot be concluded, given the nature of such cancellation, what effect, if any, the announcement would have had on the exchange ratio.

The Treasury Shares canceled in this transaction were not newly acquired in the market for purposes of cancellation. Rather, they had been acquired by Tongyang Life Insurance Co., Ltd. between 2010 and 2014 and had been held for more than 12 years. Had the Company newly acquired treasury shares in the market for cancellation, a favorable share price response might have been expected due to the reduction in the public float and the signal of enhanced shareholder returns. However, because the cancellation involved existing treasury shares that had already been reflected as a deduction from shareholders’ equity in the Company’s financial statements and therefore did not affect the Company’s enterprise value, the Company does not believe that the announcement of the cancellation alone would necessarily have resulted in an increase in its share price.

Moreover, in the case of Tongyang Life Insurance Co., Ltd., it is difficult to isolate or clearly identify the effect of the treasury share cancellation announcement on the Company’s share price. Although the share price declined following the announcement, the cancellation announcement and the announcement of the share exchange were made simultaneously, and a number of factors, including overall market conditions, affected the share price. Accordingly, the subsequent share price movement cannot reasonably be attributed solely to the cancellation of the treasury shares.

Share Price Performance Following the Announcement of Tongyang Life Insurance’s Treasury Share Cancellation

 

Date of Disclosure

First Day After Disclosure

10th Day After Disclosure

Closing Price

Closing Price

% of Disclosure Date     Closing Price

Closing Price

% of Disclosure Date     Closing Price

KRW 8,930

KRW 8,750

97.98%

KRW 7,790

87.23%

The Special Committee further conducted a comprehensive review, from a total shareholder perspective, of whether the transaction could contribute to improved management efficiency, elimination of overlapping listing structures, enhanced group-level decision-making efficiency, and long-term corporate value creation. It also continued discussions on supplementary reviews of key matters raised in the first meeting, as well as future investor communication plans and measures to expand information disclosure.

 

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The Tongyang Life Insurance Special Committee held its third meeting on April 20, 2026, and conducted a comprehensive review of shareholder value enhancement measures, minority shareholder protection policies, shareholder return policies, and investor communication plans related to the transaction. The Special Committee re-examined the opinions of external advisors and agreed on the need to ensure both accessibility and diversity of information delivery so that general shareholders and minority shareholders can receive sufficient and timely information regarding the transaction. Accordingly, the Committee discussed measures to provide more comprehensive disclosure through the Company’s website, including FAQs, explanatory materials, and notices regarding the transaction structure and procedures, expected timeline, and methods for exercising shareholder rights. It also reviewed the need to establish a structured response system for inquiries from minority shareholders. Furthermore, the Special Committee reaffirmed that the protection of shareholder interests must be the highest priority throughout the transaction process. In particular, it reconfirmed the integrity of its deliberation process through a checklist-based review and concluded that its review of the transaction was sufficiently thorough and reasonable, based on external advisory opinions, market precedents, applicable laws, and relevant guidelines. The Special Committee also agreed to continue active communication with shareholders and the market during the transaction process and to implement additional review procedures and supplementary measures if necessary.

On April 24, 2026, Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. each resolved at their respective Board of Directors meetings to approve the Share Exchange and to execute the Share Exchange Agreement. The Boards approved the transaction after comprehensive consideration of management efficiency improvements, elimination of overlapping listing structures, and enhancement of shareholder value.

As such, the Share Exchange was determined not only through preliminary review, feasibility analysis, and board resolutions under applicable laws, but also through thorough review by independent outside directors and other disinterested members of the Special Committees established in accordance with the Ministry of Justice Guidelines. In addition, although listed companies determine exchange consideration based on market prices under the FSCMA, both companies conducted an objective review of the fairness of the exchange ratio by referencing valuation ranges derived from generally accepted and appropriate valuation methodologies applied by external valuation institutions.

4) Whether the Transaction Constitutes a Backdoor Listing

Not applicable.

5) Applicability of the Ministry of Justice Guidelines on Directors’ Conduct in Corporate Restructuring

The Ministry of Justice issued the “Guidelines on Directors’ Conduct in Corporate Restructuring” on February 25, 2026. These Guidelines focus on providing reference standards and procedural principles for boards of directors in corporate restructuring contexts, in connection with Article 382-3 (fiduciary duty of Directors, etc.) of the amended KCC, which took effect on July 22, 2025.

In transactions where conflicts of interest exist between directors, controlling shareholders, management, and the company, or between controlling shareholders and minority shareholders, it may be difficult for directors to make fully impartial decisions, and even when they do so, questions regarding fairness may arise externally. In such circumstances, the Ministry of Justice Guidelines propose fairness-enhancing measures such as: (i) establishment of a special committee, (ii) review by independent external experts, and (iii) provision of sufficient information to shareholders. However, the Guidelines explicitly state that companies are not required to adopt all of the recommended measures, and that failure to implement all or part of such measures shall not, in itself, be deemed a breach of directors’ fiduciary duty.

Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. have implemented fairness-enhancing measures for the Share Exchange in reference to the Ministry of Justice Guidelines.

 

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Meanwhile, the results of the analysis regarding the appropriateness of the fairness-enhancing measures implemented by Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. under the Ministry of Justice Guidelines are as follows:

① Establishment of the Special Committees

According to the Ministry of Justice Guidelines, in situations where structural conflicts of interest and information asymmetry raise concerns regarding the independence of board decision-making, companies may consider establishing a special committee composed of independent outside directors and external experts who have no interest in the relevant transaction. Such a committee is expected to review the legitimacy of the transaction purpose, the fairness of the transaction terms, and the appropriateness of the transaction procedures to ensure the fairness of board resolutions.

(1) Matters reviewed by the Special Committee to ensure the independence of board decision-making, and the Committee’s opinion and basis for its judgment regarding the fairness of transaction terms and procedures

Woori Financial Group Inc., in accordance with the recently issued Ministry of Justice Guidelines, established a Special Committee consisting of seven independent outside directors through an internal review process, with the intent of faithfully implementing the government’s policy direction and conducting an objective and independent review of the overall Share Exchange process. It was confirmed that all members of the Special Committee, including the outside directors, had no separate conflicts of interest in relation to the Share Exchange. In addition, as the Ministry of Justice Guidelines indicate that outside directors are most appropriate as members of such committees, the composition of the Special Committees established by each company is considered to ensure independence and to be appropriate.

Accordingly, by a resolution of its Board of Directors adopted on April 1, 2026, Woori Financial Group Inc. established the Special Committee as a non-standing committee responsible for submitting its final opinion on the Share Exchange to the Board of Directors. The Woori Financial Group Inc. Special Committee independently reviewed the Share Exchange from the perspectives of shareholder protection and potential conflicts of interest among shareholders, separately from the Board of Directors, and reported the results of its review to the Board. The Woori Financial Group Inc. Special Committee is expected to remain in operation from April 1, 2026, the date of its establishment, until the effective date of the Comprehensive Share Exchange (or, if it is suspended or terminated prior to becoming effective, until the date of such suspension or termination).

With respect to the fairness of transaction terms and procedures, the Special Committee of Woori Financial Group Inc. independently reviewed the valuation materials related to the exchange ratio prepared by Samil PricewaterhouseCoopers. Furthermore, in cooperation with Kim & Chang, the Committee established a detailed checklist outlining key legal considerations that directors must assess at each stage of the Share Exchange in light of the expanded fiduciary duty owed to shareholders. Specifically, the checklist includes, among other matters: determining whether the purpose of the transaction (i.e., reasonable managerial justification) is clear and valid; verifying whether the exchange ratio has been appropriately determined; assessing whether there is any necessity or benefit in conducting a tender offer prior to the Share Exchange; evaluating the material impact of the Share Exchange on Woori Financial Group Inc.’s management, financial condition, and business operations; confirming whether a Material Fact Report properly discloses post-transaction restructuring plans; and reviewing post-transaction management plans arising from the delisting of Tongyang Life Insurance Co., Ltd. and its transition into a wholly-owned subsidiary. In other words, the Special Committee of Woori Financial Group Inc. proceeded with the transaction while systematically reviewing, at each stage, not only its managerial necessity but also potential legal and procedural issues.

The detailed contents of the checklist reviewed by the members of the Special Committee of Woori Financial Group Inc. are set forth below.

[Detailed Checklist of the Woori Financial Group Special Committee]

 

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No.		Review Item		Remarks
I. Board Approval Stage for the Share Exchange
1		Whether the purpose and expected effects of the Share Exchange (i.e., reasonable managerial necessity) are clear and appropriate.		-As the resolution for the Share Exchange constitutes an important decision regarding governance restructuring, there must be clear and reasonable managerial justification from the perspective of Woori Financial Group Inc.
2		Whether the share exchange ratio has been appropriately determined in accordance with applicable laws and whether there are any elements that may render it unfair.		-As a general rule, in a share exchange between listed companies, the exchange ratio is determined based on reference share prices calculated in accordance with the FSCMA and the regulations thereunder. In the case of a comprehensive share exchange between a listed company and its listed affiliate, a discount or premium of up to 10% may be applied based on the reference price (Article 176-6(2) and Article 176-5(1)(i) of the Enforcement Decree of the FSCMA). In addition, valuation by an independent appraisal institution is exempt for comprehensive share exchanges between affiliated companies (Article 176-6(4)(ii) of the Enforcement Decree of the FSCMA).
3		Whether the transaction complies with the fiduciary duty to shareholders.		– It must be assessed whether the fiduciary duty to shareholders is directly applicable and, if so, what procedures and measures are required. – Although the transaction is not considered to involve a conflict of interest between shareholders or between shareholders and the company from Woori Financial Group Inc.’s perspective, it involves dilution effects on existing shareholders; therefore, it is necessary to determine whether an independent review by outside directors prior to board approval is required, and what form such review should take to satisfy the fiduciary duty to shareholders. – It is recommended that the process include review by a special committee composed of independent and professionally qualified outside directors, external expert review, and sufficient disclosure of information to shareholders. – It is also necessary to consider whether alternative structures that could achieve the same objectives exist, and to compare the advantages and disadvantages of such alternatives versus the Share Exchange.
4		Whether there is a need or benefit to implement additional shareholder protection measures prior to the Share Exchange.		– Although a tender offer is not legally mandatory, it may become an issue in terms of shareholder protection considerations. – It is necessary to make a comprehensive determination by taking into account, among other factors, whether Tongyang Life Insurance Co., Ltd. or its shareholders request a tender offer.
5		Whether the handling of treasury shares to be acquired as a result of the exercise of appraisal rights in connection with Tongyang Life Insurance Co., Ltd. has been properly discussed.		- If Tongyang Life Insurance Co., Ltd. continues to hold treasury shares acquired through appraisal rights, Woori Financial Group Inc. shares will be allocated to such shares, and a disposal obligation arises within three years from the acquisition date pursuant to Article 62-2(1)(i) of the FHCA. It is necessary to confirm whether a plan has been established regarding the holding or disposal of Woori Financial Group Inc. shares to be held by Tongyang Life Insurance Co., Ltd.
6		Whether the material impact and effects of the Share Exchange on the management, financial condition, and business operations of Woori Financial Group Inc. can be properly explained.		- Such impacts and effects constitute matters subject to disclosure in the Material Fact Report (Article 12-1-1(ii) of the Guidelines on Preparation of Corporate Disclosure Documents).
7		Whether the post-transaction corporate restructuring plan following the Share Exchange is properly disclosed in the Material Fact Report and securities registration statement.		- Future restructuring plans constitute disclosure items under the Material Fact Report and securities registration statement (Article 12-1-1(iii) of the Guidelines on Preparation of Corporate Disclosure Documents).

 

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8		Whether the Share Exchange schedule can proceed in accordance with the timetable set forth in the material event report and securities registration statement.		-The schedule for the Share Exchange is subject to disclosure in the Material Fact Report and the Securities Registration Statement (Article 12-1-4 of the Corporate Disclosure Form Preparation Standards). Accordingly, it is necessary to review whether there are any issues in complying with the disclosed procedures and schedule for the Share Exchange and, if there is any possibility of delay due to consultations with relevant authorities or other factors, to appropriately disclose such possibility.
9		Whether board approval of the Share Exchange requires approval for self-dealing under the KCC.		– Under Article 398 of the KCC, transactions between a director and the company require prior board approval (approval by at least two-thirds of directors). – Furthermore, directors who have a special interest in the transaction are restricted from voting on the relevant agenda item. The “two-thirds of directors” requirement is interpreted as two-thirds of the remaining directors excluding interested directors.
10		Whether a board opinion statement regarding the Share Exchange has been prepared and signed by all directors.		– In the case of a comprehensive share exchange involving a listed company, a board opinion statement must be prepared prior to the board resolution and signed or sealed by all directors (Articles 176-6(5) and 176-5(6) of the Enforcement Decree of the FSCMA). – The board opinion statement must include the purpose and expected effects of the Share Exchange, the fairness of the exchange consideration, the adequacy of transaction terms including the exchange ratio, and, if any director opposes the transaction, the reasons for such opposition. It must also clearly distinguish between the board agenda items and the deliberations thereon.
11		No trading that may constitute use of undisclosed material information related to the Share Exchange shall be conducted prior to public disclosure, and no information regarding the Share Exchange shall be disclosed to any third party.		- Information relating to the Share Exchange may constitute undisclosed material information that could affect investors’ decision-making. Accordingly, such information must not be used to trade shares of Tongyang Life Insurance Co., Ltd. or Woori Financial Group Inc., and must not be disclosed to any third party for the purpose of enabling such trading (Article 174(1) of the FSCMA).
II. Board Resolution in Lieu of Shareholders’ Meeting for Approval of the Share Exchange
12		Whether sufficient and faithful disclosure of information regarding the Share Exchange is provided to shareholders.		– Although the Share Exchange will be finalized at Woori Financial Group Inc. through board approval in lieu of a shareholders’ meeting as a small-scale share exchange (Article 360-10 of the KCC), it is recommended that the background of decision-making, evaluation criteria, review of alternatives, existence of conflicts of interest, and the scope and limitations of fairness-enhancing measures be clearly explained from the shareholders’ perspective, so that shareholders can reasonably assess the procedural and substantive fairness of the decision. – It is necessary to review communication (IR) plans for major shareholders, institutional investors, and proxy advisory firms.
13		Whether the obligation to file a securities registration statement (for mergers, etc.) and its schedule have been properly confirmed.		– Since shares (new shares) are issued as consideration for the Share Exchange, the filing of a securities registration statement is required. – It is necessary to confirm that the contents of the securities registration statement are appropriately prepared. – The overall transaction schedule must be reviewed to ensure that the process proceeds in line with the timing of effectiveness of the securities registration statement.

 

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III. Closing of the Share Exchange and Post-Transaction Measures
14		Whether the obligation to register changes in capital is properly confirmed.		-After the effective date of the Share Exchange, registration of changes in capital due to the issuance of new shares must be completed.
15		Whether post-transaction management plans arising from the delisting of Tongyang Life Insurance Co., Ltd. and its transition into a wholly-owned subsidiary have been reviewed.		-The impact of the delisting schedule of Tongyang Life Insurance Co., Ltd. on Woori Financial Group Inc.’s consolidated financial statements and management control must be reviewed.

Source: Provided by Woori Financial Group Inc.

The Board of Directors of Tongyang Life Insurance Co., Ltd., from the perspective of shareholder protection and potential conflicts of interest among shareholders in connection with the comprehensive share exchange, recognized the necessity of conducting a thorough review as to whether the transaction satisfies substantive legitimacy (i.e., necessity of the transaction and appropriateness of transaction terms) and procedural legitimacy, and determined that such review should be conducted in a more objective and professional manner by a body independent from the Company.

Accordingly, pursuant to a Board resolution dated April 6, 2026, the Board of Directors of Tongyang Life Insurance Co., Ltd. established a Special Committee as a non-standing body tasked with submitting its final opinion to the Board of Directors in connection with the Share Exchange. The Special Committee conducted its review of the Share Exchange from an independent position vis-à-vis the Board, focusing on shareholder protection and potential conflicts of interest among shareholders, and reported the results of such review to the Board. Pursuant to the proposed operating guidelines for the Special Committee, the Tongyang Life Insurance Co., Ltd. Special Committee is expected to remain in operation from the date of its establishment (April 6, 2026), until the effective date of the comprehensive share exchange (or, if the comprehensive share exchange is suspended or terminated prior to becoming effective, until the date of such suspension or termination).The timing of the establishment of the Special Committee at the stage of concrete discussions regarding the Comprehensive Share Exchange was determined in consideration of the corporate law nature of the transaction and the efficiency of substantive review. A comprehensive share exchange is a corporate law transaction implemented in a comprehensive manner pursuant to a company resolution, and it was recognized that potential conflicts of interest among shareholders may arise more concretely in the process whereby shareholders of Tongyang Life Insurance Co., Ltd. acquire the status of shareholders of Woori Financial Group Inc. For these reasons, the Company determined that the need for a review of conflicts of interest among shareholders through the establishment of a Special Committee was significant in the context of a comprehensive share exchange, and accordingly established the Special Committee.

The Special Committee of Tongyang Life Insurance Co., Ltd. reviewed the transaction terms and procedural fairness of the Share Exchange by receiving advisory opinions from external institutions (legal and accounting advisors), and confirmed that no issues were identified. Specifically, with respect to transaction terms, at the second meeting of the Special Committee held on April 14, 2026, although external valuation was not legally required, the Committee received and reviewed, for reference purposes, valuation materials prepared by Samil PricewaterhouseCoopers, an external valuation firm, in order to assess the appropriateness of the exchange ratio. In addition, the Committee independently reviewed quantitative analyses regarding the impact of the Share Exchange on Tongyang Life Insurance Co., Ltd.’s shareholders. Furthermore, for purposes of procedural fairness, the Special Committee received a legal review confirming the absence of legal issues from Bae, Kim & Lee LLC, which was independently appointed by the Committee, on April 20, 2026.

Based on the foregoing review results, the members of the Special Committee concluded that there were no issues with respect to the necessity of the Share Exchange, the transaction terms, or procedural legitimacy. Meanwhile, Tongyang Life Insurance Co., Ltd. established a checklist of key legal considerations to be reviewed by directors at each stage of the transaction process. This checklist was prepared and organized through external legal advisory review in light of the expanded fiduciary duty of directors, and sets forth matters that directors must consider when reviewing the Share Exchange, including: whether the purpose of the transaction is appropriate; whether the exchange ratio has been properly determined; whether the material impacts of the transaction on the Company’s management, financial condition, and business operations can be adequately explained; whether post-transaction restructuring plans are properly disclosed in the Material Fact Report; whether any insider trading concerns may arise; and whether appropriate communication with shareholders, including investor briefings, is conducted. Accordingly, the Special Committee of Tongyang Life Insurance Co., Ltd. proceeded with the transaction while reviewing not only its managerial necessity but also whether any legal or procedural issues could arise throughout the process.

 

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The details of the checklist reviewed by the members of the Special Committee of Tongyang Life Insurance Co., Ltd. are as follows.

[Detailed Checklist Reviewed by the Special Committee of Tongyang Life Insurance Co., Ltd.]

 

No.		Review Item		Remarks
1		The purpose of the Share Exchange is legitimate.		- It is determined that there is a clear and reasonable managerial justification from the perspective of Tongyang Life Insurance Co., Ltd., as the resolution for the Share Exchange constitutes an important decision regarding governance restructuring. - This conclusion is based on sufficient review of internal materials and legal opinions provided by law firms.
2		The share exchange ratio has been appropriately determined in accordance with the formula prescribed under the Enforcement Decree of the FSCMA, and has not been calculated at a timing disadvantageous to Tongyang Life Insurance Co., Ltd.		- As a general rule, in a share exchange between listed companies, the exchange ratio is determined based on the reference share prices calculated in accordance with the FSCMA and the regulations thereunder. - In the case of a comprehensive share exchange between listed companies, a discount or premium of up to 10% may be applied based on the reference price (Article 176-6(2) and Article 176-5(1)(i) of the Enforcement Decree of the FSCMA). - However, valuation by an independent appraisal institution is exempt in the case of comprehensive share exchanges between affiliated companies (Article 176-6(4)(ii) of the Enforcement Decree of the FSCMA). - The Committee nevertheless reviewed whether the market-price-based exchange ratio appropriately reflects the value of Tongyang Life Insurance Co., Ltd. For this purpose, Samil PricewaterhouseCoopers was engaged to conduct a valuation review, and the appropriateness of the exchange ratio was confirmed.
3		The Share Exchange is expected to have a material impact on Tongyang Life Insurance Co., Ltd.’s management, financial condition, and business operations, and such impacts and effects can be properly described.		- The impacts and effects of the Share Exchange on Tongyang Life Insurance Co., Ltd.’s management, financial condition, and business operations are subject to disclosure in the Material Fact Report and have been confirmed through internal review.
4		The treatment of treasury shares in connection with the Share Exchange is appropriate.		– Treasury shares currently held by the Company (3.3%) are scheduled to be cancelled at the time of the Share Exchange resolution for the purpose of enhancing shareholder value. – Treasury shares acquired as a result of appraisal rights exercised by dissenting shareholders will not be cancelled but will be exchanged into shares of Woori Financial Group Inc., and will be disposed of within three years from the acquisition date in accordance with the special provisions of the FHCA.

 

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5		Post-transaction corporate restructuring plans are properly disclosed in the Material Fact Report.		– Future decisions regarding corporate restructuring are subject to disclosure under the Material Fact Report (Article 12-1-1(iii) of the Guidelines on Preparation of Corporate Disclosure Documents). – The Company will disclose that the Share Exchange provides a foundation for simplifying ownership and governance structures between the two insurance subsidiaries within the Group. In the event that future structural changes such as mergers are decided, such matters will be disclosed in a Material Fact Report.
6		The Share Exchange schedule is capable of proceeding in accordance with the timetable disclosed in the Material Event Report, and the Company shall closely coordinate with relevant institutions.		- As the Share Exchange is subject to disclosure through a Material Fact Report (Article 12-1-4 of the Corporate Disclosure Form Preparation Standards), the Company confirmed through its legal counsel that there are no issues with complying with the applicable procedures and schedule for the Share Exchange.
7		A board opinion statement regarding the Share Exchange shall be prepared, and all directors shall affix their names and seals or signatures thereto.		- In the case of a listed company conducting a comprehensive share exchange with another company, a board opinion statement must be prepared prior to the board resolution and signed or sealed by all directors (Articles 176-6(5) and 176-5(6) of the Enforcement Decree of the FSCMA). The board opinion statement has been duly prepared under the review of legal counsel and confirmed to have been faithfully completed.
8		An extraordinary general meeting of shareholders shall be convened for approval of the Share Exchange.		- All procedural requirements will be duly complied with, and the process will proceed in accordance with the planned timeline.
9		No trading that may constitute use of undisclosed material information related to the Share Exchange shall be conducted prior to public disclosure, and no information regarding the Share Exchange shall be disclosed to any third party.		- Information relating to the Share Exchange constitutes undisclosed material information that may affect investors’ decision-making. Accordingly, trading of shares of Tongyang Life Insurance Co., Ltd. or Woori Financial Group Inc. using such information is prohibited, and such information must not be disclosed to any third party for trading purposes (Article 174(1) of the FSCMA). All directors and relevant persons have complied with applicable laws and regulations.
10		The company shall actively communicate with Tongyang Life Insurance Co., Ltd. shareholders through website disclosures and investor presentations regarding the Share Exchange.		– Planned website disclosures will include the concept, procedures, rationale, expected effects, impact on shareholders, shareholder return policy, methodology for determining the exchange ratio and price fairness, tax implications, and contact information for inquiries related to the Share Exchange. – An IR plan has been established in consultation with Woori Financial Group Inc., and shareholder briefing sessions are also scheduled.
11		Response measures shall be reviewed in relation to the scale of appraisal rights exercised by dissenting shareholders.		– The company plans to fund payment using internally available cash and other financial resources, and, if necessary, will consider ordinary financing measures.

Data: Provided by Tongyang Life Insurance Co., Ltd.

Meanwhile, in the case of both companies, as listed entities with a large base of general shareholders, consideration of potential conflicts of interest among shareholders is necessary in the course of the comprehensive share exchange. In this transaction, it is assessed that no conflict of interest arises between directors and the company, as this is a share exchange between listed affiliated companies; however, there is a possibility of conflicts of interest among shareholders. For example, minority shareholders of Tongyang Life Insurance Co., Ltd. who do not wish to receive shares of the holding company in exchange for their shares, which will be delisted as a result of the transaction, may raise concerns. In addition, there is a theoretical possibility that the exchange ratio could be influenced by the interests of controlling shareholders of Woori Financial Group Inc., resulting in dilution of value or disproportionate disadvantage to general shareholders.

 

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To address these issues, the exchange ratio has been determined in accordance with the valuation methodology prescribed under the FSCMA, and its fairness has been further verified through independent external valuation.

(2) Composition of the Special Committee

The Ministry of Justice Guidelines provide that, while it does not exclude the appointment of external experts who are independent from the controlling shareholder or the relevant transaction in addition to outside directors, such external experts are generally not subject to fiduciary obligations to the company beyond those arising under their separate contractual arrangements, unlike directors. Accordingly, where feasible, it is considered desirable to form the Special Committee solely with independent outside directors, while utilizing external experts as advisors to the Special Committee.

The Special Committee of Woori Financial Group Inc. was composed of seven independent outside directors of the Company. The Special Committee of Tongyang Life Insurance Co., Ltd. was composed of three independent outside directors and one external expert. In selecting the members of the Special Committees, the respective boards did not separately request legal review from external law firms regarding the composition process; however, the members were selected following the considerations described below.

Outside directors of both companies are appointed through a nomination process conducted by the Outside Director Candidate Recommendation Committee, and are ultimately elected at the general shareholders’ meeting after undergoing stringent qualification requirements and review of independence and expertise in accordance with applicable laws, including the KCC. The members of the Special Committees consist of experts in various fields, including economics, business administration, taxation, law, and consumer protection. Accordingly, they are deemed capable of conducting complementary and objective reviews of the Share Exchange, and are considered to fully satisfy the requirements of independence and expertise necessary for their roles. In addition, each company independently assessed the independence of the members of its Special Committee, and confirmed that none of the members had any conflicts of interest in relation to the Transaction.

[Special Committee of Woori Financial Group Inc.]

The Special Committee of Woori Financial Group Inc. was established in accordance with the guidelines of the Ministry of Justice issued on February 2026, to ensure the independence and expertise of the review process for this transaction. The Special Committee consists of seven outside directors. The outside directors of Woori Financial Group Inc. were initially nominated by the Outside Director Candidate Recommendation Committee and, in that process, underwent a rigorous review of their qualifications, independence, and expertise in accordance with the KCC and other applicable laws and regulations before being elected by the shareholders at a general meeting of shareholders.

- The (seven) outside directors satisfy the independence requirements under the Act on Corporate Governance of Financial Companies and other applicable laws and regulations, including the requirement that they not be the controlling shareholder or a related party thereof. They satisfied the applicable independence requirements at the time of their appointment and have continued to satisfy such requirements thereafter.

In 2025, the Executive Nomination Committee held three meetings between February 6, 2025 and February 28, 2025 to confirm the legal appropriateness of each candidate’s relationship, if any, with the controlling shareholder and its related parties. In 2026, the Executive Nomination Committee held four meetings between February 10, 2026 and February 26, 2026 to conduct the same review. The Committee carried out an in-depth review of the candidates recommended for election as new outside directors at the annual general meeting of shareholders through its first and second deliberations, following its resolution to maintain and manage a pool of outside director candidates across ten areas of expertise, including finance, economics, management, law, digital technology, artificial intelligence, information security, ESG, and financial consumer protection.

Reasons for the Executive Nomination Committee’s Recommendation of Outside Director Candidates

① Third Meeting of the Executive Nomination Committee (February 28, 2025)

 

 

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1) Chun-Soo Kim, Outside Director and Audit Committee Member: The candidate possesses a solid understanding of the financial industry based on his experience at the Insurance Supervisory Board and insurance companies. He holds a bachelor’s degree in law from Seoul National University and has extensive knowledge of legal compliance. He also served as the inaugural head of the Ethics Management Office at Eugene Corporation, where he developed significant expertise in internal controls and ethical management. The Committee expects that his broad professional expertise and experience in ethical management will contribute to the long-term growth of Woori Financial Group Inc. and strengthen the Board’s oversight of internal controls.

2) Young-Hoon Kim, Outside Director and Audit Committee Member: The candidate graduated from Hanyang University with a degree in industrial engineering and earned an MBA in the United States. He is an experienced professional with a long career in information technology and digital businesses. As a founding member of Daou Technology, later serving as its Chief Executive Officer, he achieved significant success in the IT and software industries. Based on his extensive global network and business management experience across various industries, the Committee believes that he will play an important role in enhancing the Board’s expertise in advancing the globalization of the financial business and developing new business initiatives.

3) Kang-Haeng Lee, Outside Director and Audit Committee Member: The candidate graduated from Sogang University with a degree in economics and has more than 30 years of experience in the financial industry, including asset management, risk management, and global financial strategy. He served in a number of senior executive positions at Korea Investment & Securities Co., Ltd. and Korea Investment Holdings Co., Ltd., including Chief Financial Officer, President, and Vice Chairman, where he contributed to financial strategy, investment strategy, asset management, and risk management. The Committee considers him to be a financial and accounting expert who has contributed to the stable growth of financial holding companies. His emphasis on ethical responsibility and strong internal controls, together with his broad experience across the financial industry, is expected to contribute to strengthening the Group’s risk management and internal control functions.

4) Young-Seop Lee, Outside Director and Audit Committee Member: The candidate received a master’s degree in statistics and a Ph.D. in economics from the University of California, Berkeley and is currently a professor at the Graduate School of International Studies of Seoul National University. He has led strategic decision-making and research in various financial organizations, including serving as President of the Korean Finance Association, Director of the Institute for Research in Finance and Economics at Seoul National University, and a member of the Operating Committee of the Korea Investment Corporation. In addition to his policy research activities, he has extensive experience in the financial markets and has participated in numerous projects relating to ESG management, fintech, and capital market development. The Committee expects that he will make significant contributions to the Board by providing strategic guidance for the Group’s business and strengthening its risk management and internal control functions.

5) In-seop Yoon, Outside Director and Audit Committee Member: The candidate holds a master’s degree in accounting and is a seasoned executive who has served as Chief Executive Officer of a number of life and non-life insurance companies. He possesses extensive insight into the Korean financial industry and a broad professional network, and is recognized as an expert in finance and risk management. Based on his outstanding performance evaluation across all categories in the 2024 assessment of outside directors, the Committee concluded that he demonstrated exceptional competence and diligence in the performance of his duties and therefore recommended his reappointment.

② Fourth Meeting of the Executive Nomination Committee (February 26, 2026)

1) Jeong-Hye Ryu, Outside Director and Audit Committee Member: The candidate is an expert in artificial intelligence (AI) with approximately 20 years of experience in platform businesses and future strategy at leading Korean digital platform companies, including NAVER, NHN and Kakao, where she accumulated extensive experience in developing AI- and data-driven services. Based on her practical business experience and advisory experience relating to AI policy and the AI ecosystem, the Committee expects that she will provide expert guidance on AI and digital strategy from the Board’s perspective and contribute to strengthening the Group’s enterprise-wide AI transformation initiatives and long-term competitiveness.

2) Yong-geon Jung, Outside Director and Audit Committee Member: The candidate has served as the head of the Financial Watch Center, a financial consumer protection organization, and has accumulated extensive experience in financial consumer protection, including oversight of financial markets, prevention of mis-selling, and support for financially vulnerable consumers. Based on his expertise and extensive practical experience, the Committee expects that he will significantly strengthen the Board’s expertise and oversight with respect to consumer protection, enhance transparency, and further promote the diversity and independence of the Board.

[Tongyang Life Insurance Co., Ltd. Special Committee]

 

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The Tongyang Life Insurance Co., Ltd. Special Committee consists of all (three) outside directors of the Company and one external expert. The outside directors of Tongyang Life Insurance Co., Ltd. were initially nominated by the Outside Director Candidate Recommendation Committee and, in that process, underwent rigorous evaluations of their qualifications, independence and expertise in accordance with the KCC and other applicable laws and regulations before being elected by the shareholders at a general meeting of shareholders.

- The (three) outside directors satisfy the independence requirements under the Act on Corporate Governance of Financial Companies and other applicable laws and regulations, including the requirement that they not be the controlling shareholder or a related party thereof. They satisfied the applicable independence requirements at the time of their appointment and have continued to satisfy such requirements thereafter.

-The Company also determined that the (three) outside directors satisfy the applicable expertise requirements. Under the Company’s Internal Governance Rules and related policies, outside directors are required to possess substantial expertise or practical experience relevant to the operation of a financial institution, including experience in finance, management, economics, law, accounting, consumer protection or information technology through research, investigation or professional employment.

Reasons for the Executive Nomination Committee’s Recommendation of Outside Director Candidates

① Second Meeting of the Executive Nomination Committee (June 11, 2025)

1) Kang-lip Kim, Outside Director and Audit Committee Member: The candidate holds a Ph.D. in public health and has served as a professor at the Graduate School of Public Health of Yonsei University, Minister of the Ministry of Food and Drug Safety, and Vice Minister of Health and Welfare. Based on his expertise in these fields, the Committee believes that he will effectively perform the Board’s oversight and advisory functions.

2) Soo-hyun Ahn, Outside Director and Audit Committee Member: The candidate is currently a professor at the Hankuk University of Foreign Studies Law School and has previously served as an outside director of KDB Life Insurance Co., Ltd. and SK Securities Co., Ltd. The Committee believes that her broad professional expertise will enable her to effectively perform the Board’s oversight and advisory functions.

② First Meeting of the Executive Nomination Committee (February 23, 2026)

Won-seok Choi, Outside Director and Audit Committee Member: The candidate holds master’s and doctoral degrees in business administration and is currently a professor in the Department of Taxation and the Graduate School of Taxation at the University of Seoul. He has also served as a member of the National Tax Administration Reform Committee of the National Tax Service and the Tax System Development Review Committee of the Ministry of Economy and Finance. Based on his expertise in these areas, the Committee believes that he will effectively perform the Board’s oversight and advisory functions.

At its seventh meeting in 2026, the Board of Directors confirmed that the (one) external expert satisfies the applicable independence requirements, including that he is not the controlling shareholder or a related party thereof.

1) Hyung-tae Cho, External Expert: The candidate is currently an associate professor in the School of Business Administration at Hongik University and has previously served as a team leader of the Public Institution Evaluation Committee of the former Ministry of Finance and Economy (currently the Ministry of Economy and Finance), a member of the National Tax Review Committee of the National Tax Service, and an external member of the Risk Management Committee of the Military Mutual Aid Association. Based on his professional expertise, experience and professional network, the Board determined that he possesses the qualifications necessary to serve as an external expert and recommended his appointment.

Taking all of the foregoing into consideration, and in light of the background, purpose, structure, and details of the Comprehensive Share Exchange, no particular concerns have been identified regarding the independence or expertise of the members (outside directors) of the Special Committees of either Woori Financial Group Inc. or Tongyang Life Insurance Co., Ltd.

[Woori Financial Group Co., Ltd.]

The Special Committee of Woori Financial Group Inc. is composed of a total of seven outside directors. The Special Committee was established in accordance with the Ministry of Justice Guidelines issued on February 2026, and consists of seven independent outside directors to ensure independence and expertise in relation to the Transaction. Among the members, outside directors In-seop Yoon, Kang-haeng Lee, and Young-seop Lee are experts in accounting and finance, with prior experience as chief executive officers in the insurance and securities industries, as well as academic experience as economics professors at leading universities. Outside directors Young-hoon Kim and Jeong-hye Ryu are experts in management, with prior executive experience at IT and fintech companies. Outside directors Chun-soo Kim and Yong-geon Jung are experts in legal affairs and consumer protection, with relevant experience as Chief Ethics Officer and Chief Compliance Officer, respectively.

 

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[Woori Financial Group Inc. Special Committee Member Profiles]

 

Name		Area of Expertise		Key Career Experience
In-seop Yoon		Accounting / Finance		Chief Executive Officer (President), KB Life Insurance Co., Ltd. Chief Executive Officer (President), Hana Life Insurance Co., Ltd. Chief Executive Officer (President), Hana HSBC Life Insurance Co., Ltd. Chief Executive Officer, Korea Ratings Corporation Chairman of the Board of Directors, Fubon Hyundai Life Insurance Co., Ltd.
Chun-Soo Kim		Legal		Insurance Supervisory Board (ISB) Dongbu Fire & Marine Insurance Chief Executive Officer (President), Eugene General Development Co., Ltd.; Chief CPC Officer President, Ethics Management Office, Eugene Corporation Chief Executive Officer, Eugene Logistics Co., Ltd.
Young-Hoon Kim		Management		Qnix Inc. Chief Executive Officer, Unitel Chief Executive Officer, Daou Technology Chief Executive Officer, KidariStudio Inc. Chief Executive Officer, Lezhin Entertainment Inc.
Kang-Haeng Lee		Accounting / Finance		Executive Vice President, Head of Management Support Division, Dongwon Securities Co., Ltd. Executive Vice President, Head of Management Planning Division, Korea Investment & Securities Co., Ltd. Executive Vice President, Korea Investment Holdings Co., Ltd. President, Korea Investment Holdings Co., Ltd. Vice Chairman, Korea Investment Holdings Co., Ltd.
Young-Seop Lee		Accounting / Finance		Professor, Department of Economics, Sookmyung Women’s University Director, Institute of Financial and Economic Research, Seoul National University President, Korean Finance Association Outside Director (Chair of ESG Committee), Samsung Securities Co., Ltd. Professor, Graduate School of International Studies, Seoul National University
Yong-geon Jung		Consumer protection		Shinhan Investment Securities Member, National Pension Service Fund Management Committee President, Financial Supervisory Center Director, National Pension Sharing Foundation Executive Director and Chief Compliance Officer, K Car Capital Co., Ltd.
Jeong-Hye Ryu		Management		Lead, Marketing and Market/User Insights, NAVER Corp. Head of Marketing, Toss Lab Inc. Chief Marketing Officer (CMO), KakaoPage Current) Co-Chair, AI Future Forum, National Coalition for a Just Science and Technology Society Current) Member, National AI Strategy Committee (Industrial AX and Ecosystem Division)

Data: Provided by Woori Financial Group Inc.

 

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As such, the Special Committee of Woori Financial Group Inc. is composed of highly qualified professionals with extensive experience in finance, management, and legal affairs. In order to further enhance the fairness and expertise of its review, the Committee also retained separate accounting and legal advisory firms to conduct valuation analyses for assessing the appropriateness of the exchange ratio, as well as to review procedural fairness and shareholder value enhancement measures throughout the transaction process. However, the Company determined that appointing external individuals as members of the Special Committee to participate directly in internal decision-making would not be appropriate, due to concerns regarding lower familiarity with internal corporate matters compared to outside directors and potential information security issues. Accordingly, such involvement was substituted with an advisory structure. In other words, Woori Financial Group Inc. concluded that the composition of its Special Committee is sufficiently qualified in terms of both expertise and fairness to review the Comprehensive Share Exchange.

[Tongyang Life Insurance Co., Ltd.]

Tongyang Life Insurance Co., Ltd. established its Special Committee consisting of a total of four members—three independent outside directors and one external expert—in order to objectively pursue not only governance restructuring but also growth and value enhancement measures. Among the members, Kang-lip Kim, an outside director, is an expert in management and public administration, having served in key policy roles at the Ministry of Health and Welfare, including Vice Minister, and currently serves as an adjunct professor at the Graduate School of Public Health, Yonsei University. Soo-hyun Ahn, an outside director, is an expert in law and financial consumer protection, having served as a member of the Investment Review Committee of the Korea Asset Management Corporation and as a member of the Ministry of Justice Special Committee for the Korean Commercial Code Amendments, and currently serves as a professor at the Law School of Hankuk University of Foreign Studies. Won-seok Choi, an outside director, is an expert in taxation and accounting, conducting academic activities in the Department of Taxation at the University of Seoul since 2006. Hyung-tae Cho, the external expert, is a specialist in accounting and finance, having served as a director at an accounting firm and as an external evaluation committee member of the Financial Supervisory Service, and currently serves as a professor of business administration at Hongik University.

[Career History of Members of the Special Committee of Tongyang Life Insurance Co., Ltd.]

 

Name		Area of Expertise		Primary Occupation		Key Career Experience
Kang-lip Kim		Management / Public Administration		Advisor, Kim & Chang		Director-General, Ministry of Health and Welfare (Planning & Coordination Bureau; Health and Medical Policy Bureau) (Dec 2016 – May 2019)   Vice Minister, Ministry of Health and Welfare (May 2019 – Nov 2020)   Commissioner, Ministry of Food and Drug Safety (Nov 2020 – May 2022)   Adjunct Professor, Graduate School of Public Health, Yonsei University (Sep 2022 – May 2025)
Soo-hyun Ahn		Law / Financial Consumer Protection		Professor, Law School, Hankuk University of Foreign Studies		Member, Financial Development Review Committee, Financial Services Commission (Jan 2022 – Feb 2024)   Non-executive Director, Korea Financial Consumer Protection Foundation (Sep 2022 – Present)   Member, Special Committee on the Korean Commercial Code Amendment, Ministry of Justice (Dec 2022 – Dec 2024)   Member, Investment Review Committee for Restructuring Asset Acquisition Fund, Korea Asset Management Corporation (Dec 2024 – Present)   Professor, Law School, Hankuk University of Foreign Studies (Sep 2013 – Present)

 

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Won-seok Choi		Taxation/accounting		Professor, Department of Taxation and Graduate School of Taxation, University of Seoul		Assistant Professor (Apr 2006 – Mar 2010), Associate Professor (Mar 2010 – Mar 2015), Department of Taxation, University of Seoul   Head of Planning Office, University of Seoul (Mar 2021 – Mar 2023)   Outside Director of Anam Electronics (Mar. 2022–Mar. 2026)   Professor, Department of Taxation and Graduate School of Taxation, University of Seoul (Apr 2015 – Present)
Hyung-tae Cho		Accounting/Finance		Associate Professor, College of Business Administration, Hongik University		Senior Manager (July 2005 – August 2011), Director (January 2014 – August 2016), Samil PricewaterhouseCoopers   External Evaluation Committee Member, Financial Investment Business Licensing, Financial Supervisory Service (Apr 2017 – Apr 2021)   Team Leader, Public Institution Evaluation Committee, Ministry of Economy and Finance (2020 – 2023; 2024 – Present)   External Member, Risk Management Committee, Military Mutual Aid Association (Dec 2022 – Nov 2024)   Professor, College of Business Administration, Hongik University (Sep 2016 – Present)

Data: Provided by Tongyang Life Insurance Co., Ltd.

As described above, the Special Committee of Tongyang Life Insurance Co., Ltd. is composed of highly qualified internal and external members with extensive professional experience in finance, management, taxation, and legal affairs. Meanwhile, the Special Committee of Tongyang Life Insurance Co., Ltd. addressed this Transaction as part of the company’s long-term growth and shareholder value enhancement initiatives. In order to supplement the fairness and expertise of the Special Committee’s review, it retained separate accounting and legal advisory firms as external advisors, and conducted a thorough review of matters necessary at each stage of the transaction, including valuation analyses to assess the appropriateness of the exchange ratio, procedural fairness considerations, and shareholder value enhancement measures. Tongyang Life Insurance Co., Ltd. determined that the composition of the Special Committee provides sufficient expertise and fairness to appropriately review the Comprehensive Share Exchange.

(3) Specific Authority Granted to the Special Committee

(a) Specific Authority Granted to the Special Committee

Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. each established a Special Committee pursuant to Board resolutions dated April 1, 2026 and April 6, 2026, respectively. The Special Committees were granted authority to review the Share Exchange, which is subject to Board approval, from the perspective of the overall interests of the Company and its shareholders, and to submit their opinions regarding whether to proceed with the transaction to the Board of Directors.

In addition, pursuant to the Committee operating guidelines, the Special Committees were granted authority to request information relating to the Share Exchange, require attendance of relevant executives and external parties, request progress reports on the transaction, request support from internal departments, and seek advice from external advisors.

 

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[Special Committee of Woori Financial Group Inc.]

The (proposed) operating guidelines for the Special Committee do not constitute internal regulations but rather a temporary governance framework adopted by resolution of the Board of Directors. Accordingly, the title “(Proposed) Operating Guidelines” is used instead of “Regulations.” At the fifth meeting of the Board of Directors in 2026 (April 1, 2026), the agenda item regarding the establishment of the Special Committee, which included the (proposed) operating guidelines for the Special Committee, was approved.

 

Item		Description
Meeting Frequency		Meetings shall be convened from time to time, as necessary.
Convening Procedures		(1) The Chairperson shall notify each member of the date, time, place, and agenda of the meeting by written notice, electronic document, or oral communication prior to the meeting date.
		(2) Any member may request that the Chairperson convene a meeting by specifying the agenda item and the reasons therefor. If the Chairperson fails to convene a meeting for more than one week without justifiable cause, the requesting member may convene the meeting.
Method of Deliberation		(1) Resolutions shall require the attendance of a majority of the incumbent members and the affirmative vote of a majority of the members present.
		(2) The participation of all or some members by means of remote communication through which all members may simultaneously transmit and receive audio communications may be permitted in lieu of physical attendance. In such case, the relevant member shall be deemed to have attended the meeting in person.
Matters for Deliberation and		(1) Matters for Deliberation:
Reporting		Review of the purpose and expected benefits of the Comprehensive Share Exchange.
		Review of the appropriateness of the ratio of the Comprehensive Share Exchange.
		Review of the appropriateness of the procedures for the Comprehensive Share Exchange.
		Other matters delegated by the Board of Directors or determined by the Chairperson to be material.
		(2) Matters for Reporting:
		Results of the Company’s internal review.
		Materials prepared by external institutions (including fairness valuation reports).
		Other matters determined by the Chairperson to be material.
Right of Access to Information		(1) The Special Committee shall receive and review information relating to the Comprehensive Share Exchange from the Company.
		(2) Where deemed necessary for the performance of its duties, the Special Committee may require relevant officers, employees, or external persons to attend meetings and provide their opinions.
		(3) Where deemed necessary, the Special Committee may seek advice from experts or other advisors
Term		From the date of establishment until the effective date of the Comprehensive Share Exchange (or, if it is suspended or terminated prior to becoming effective, until the date of such suspension or termination).
Reporting		Matters deliberated by the Special Committee shall be reported to the Board of Directors.
Minutes		Minutes shall be prepared for each meeting of the Special Committee and shall record the agenda, the course of deliberations, the results thereof, any dissenting members and the reasons for their dissent. The members present shall affix their names and seals or signatures to the minutes.
Administrative Support Department		The Board Secretariat shall serve as the administrative support department for the Special Committee and shall be responsible for matters relating to the establishment and operation of the Special Committee, the conduct of its meetings, and other matters requested by the Special Committee.
ø Treatment of Committee Members: Meeting procedures and other administrative matters shall generally be conducted in accordance with the practices applicable to committees of the Board of Directors.

[Tongyang Life Insurance Co., Ltd. Special Committee]

The (Proposed) Operating Guidelines for the Special Committee do not constitute internal regulations but rather a temporary governance framework adopted by resolution of the Board of Directors. Accordingly, the title “Proposed Operating Guidelines” is used instead of “Regulations.” At the 10th meeting of the Board of Directors in 2026 (April 6, 2026), the agenda item regarding the establishment of the Special Committee, which included the Proposed Operating Guidelines for the Special Committee, was approved.

 

Item		Description
Meeting Frequency		Meetings shall be convened from time to time, as necessary.
Convening Procedures		The Chairperson shall notify each member of the date, time, place, and agenda of the meeting by written notice, electronic document, or oral communication prior to the meeting date.
		(1) Any member may request that the Chairperson convene a meeting by specifying the agenda item and the reasons therefor.
		(2) If the Chairperson fails to convene a meeting for more than one week without justifiable cause, the requesting member may convene the meeting.

 

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Method of Deliberation		(1) Resolutions shall require the attendance of a majority of the incumbent members and the affirmative vote of a majority of the members present.
		(2) The participation of all or some members by means of remote communication through which all members may simultaneously transmit and receive audio communications may be permitted in lieu of physical attendance.
		In such case, the relevant member shall be deemed to have attended the meeting in person.
Matters for Deliberation and Reporting		(1) Matters for Deliberation:
		g Review of the purpose and expected benefits of the Comprehensive Share Exchange.
		g Review of the appropriateness of the ratio of the Comprehensive Share Exchange.
		g Review of the appropriateness of the procedures for the Comprehensive Share Exchange.
		g Other matters delegated by the Board of Directors or determined by the Chairperson to be material.
		(2) Matters for Reporting:
		g The Company’s internal review.
		g Materials prepared by external institutions’ review (including fair valuation reports).
		g Other matters determined by the Chairperson to be material.
Composition		(1) The Committee shall consist of three outside directors and no more than one external expert. (2) A majority of the members of the Committee, including the Chairperson, shall be outside directors.
Chairperson		(1) The Chairperson shall be appointed by resolution of the Board of Directors and shall represent the Committee. (2) If the Chairperson is unable to perform his or her duties, the outside director with the longest tenure on the Board shall serve as acting Chairperson.
Right of Access to Information		(1) The Special Committee shall receive and review information relating to the Comprehensive Share Exchange from the Company.
		(2) Where deemed necessary for the performance of its duties, the Special Committee may require relevant officers, employees, or external persons to attend meetings and provide their opinions.
		(3) Where deemed necessary, the Special Committee may seek advice from experts or other advisors
Term		From the date of establishment until the effective date of the Comprehensive Share Exchange (or, if it is suspended or terminated prior to becoming effective, until the date of such suspension or termination).
Reporting		Matters deliberated by the Special Committee shall be reported to the Board of Directors.
Minutes		Minutes shall be prepared for each meeting of the Special Committee and shall record the agenda, the course of deliberations, the results thereof, any dissenting members and the reasons for their dissent. The members present shall affix their names and seals or signatures to the minutes.
Administrative Support Department		-The Strategic Planning Department (in charge of Board affairs)shall serve as the administrative support department for the Special Committee and shall be responsible for matters relating to the establishment and operation of the Special Committee, the conduct of its meetings, and other matters requested by the Special Committee.

(b) Impact of the Right to Request Support from Internal Departments on Committee Independence

Pursuant to the Special Committee operating guidelines, the Special Committee was granted authority to request information related to (comprehensive share exchange-related) transactions, require attendance of relevant executives and external parties, obtain progress reports on the transaction, and request support from relevant internal departments.

Such authorities, including the right to request data and require attendance of relevant personnel, indicate that the Special Committee is empowered to directly mobilize the company’s human and material resources necessary for its deliberations, without going through internal management approval channels or formal reporting lines. Based on this authority, the Committee independently collected and reviewed information and directly requested assistance from employees during its data collecdtion and review process. This structure effectively limits the possibility of managerial intervention in the information-gathering process, thereby enabling the Special Committee to review the agenda in a more neutral and objective manner. Accordingly, it is considered that the Special Committee’s possession of certain authority to request support from internal departments and to make demands on the Company’s operational personnel did not have a negative impact on the independence of the Special Committee.

(4) Specific Activities and Review Process of the Special Committee

(a) Discussion Topics of the Special Committee by Session

 

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[Woori Financial Group Co., Ltd.]

The Special Committee of Woori Financial Group Inc., at its first meeting held immediately after its establishment on April 1, 2026, received a report on the key terms and conditions of the Comprehensive Share Exchange and conducted a review of the legitimacy of the transaction purpose and the appropriateness of the transaction process. The Committee engaged in discussions among its members from the perspective of shareholder protection, taking into account recent stock price movements, and conducted Q&A sessions with external advisors. At the meeting, Kim & Chang explained the Ministry of Justice Guidelines published on February 25, 2026, and presented its preliminary legal opinion on the legitimacy of the transaction purpose, as well as the fairness, reasonableness, and procedural legality of the transaction. It expressed the view that, since Woori Financial Group Inc. does not have a controlling shareholder, the likelihood of conflicts of interest between controlling and minority shareholders is relatively low. However, it also noted that, depending on circumstances, issues relating to the protection of the interests of all shareholders may still arise, and therefore supplementary fairness-enhancing measures under the Ministry of Justice Guidelines may be necessary.

The Committee members further discussed that:(1) based on recent stock price trends, it is likely that the Share Exchange would not adversely affect the company’s treasury share cancellation or shareholder return policy as of the meeting date; (2) the expected benefits of incorporating Tongyang Life Insurance Co., Ltd. as a wholly-owned subsidiary should be clearly explainable from a shareholder perspective; and (3) independent and objective opinions on the appropriateness of the Share Exchange should be obtained through external advisors.

Accordingly, although the Share Exchange between listed affiliated companies is structured as a comprehensive share exchange between listed companies under Article 165-4 of the FSCMA and Articles 176-5(1) and 176-6(2) of its Enforcement Decree, and although external valuation of the exchange ratio is not legally required pursuant to Article 176-6(4) of the Enforcement Decree of the FSCMA, Woori Financial Group Inc., for the purpose of a more rigorous review of whether the market-price-based exchange ratio appropriately reflects the company’s value, appointed Samil PricewaterhouseCoopers as an independent accounting advisor and obtained its valuation analysis as reference material for assessing the fairness of the exchange ratio.

At the second meeting of the Special Committee held on April 8, 2026, the Committee deliberated on the fairness of the transaction terms of the Comprehensive Share Exchange. The Committee received a report from Samil PricewaterhouseCoopers regarding valuation methodologies other than the statutory method (reference market price) and the key assumptions underlying such valuation. Although external valuation of the exchange ratio is not required under Article 176-6(4) of the Enforcement Decree of the FSCMA, it expressed view that, in light of the Ministry of Justice Guidelines, the transaction, being a freeze-out transaction among affiliated companies, could raise concerns regarding the fairness of the exchange ratio among minority shareholders, and therefore considered the engagement of an independent external expert for additional review to be an appropriate fairness-enhancing measure. Samil PricewaterhouseCoopers presented its valuation analysis using generally accepted and reasonable valuation methodologies, and confirmed that, as of the relevant reference date, the exchange ratio derived under the market-price-based method was broadly consistent with the results of its independent analysis. Based on this, the Committee noted that a discount or premium adjustment to the exchange price may not be strictly necessary; however, it also discussed the need for appropriate post-decision communication measures with shareholders to ensure smooth investor relations following the final decision.

The Special Committee of Woori Financial Group Inc., at its third meeting held on April 14, 2026, received the final review opinions from external advisors. Samil PricewaterhouseCoopers submitted its valuation report and explained a comparison between the range of relative exchange ratios derived from the intrinsic values of each company, and the exchange ratio calculated based on the statutory market-price method under the FSCMA as of the reference date. The report further explained that the exchange ratio determined under the market-price-based method did not materially deviate from the range. The conclusion of the valuation report is as follows:

 

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(Unit: KRW per share, shares)						(Unit: KRW per share, shares)
Category		Woori Financial Group Inc.				Category		Tongyang Life Insurance Co., Ltd.
		(Company Becoming the Wholly-Owning Parent Company)						(Company Becoming a Wholly-Owned Subsidiary)
		Minimum		Maximum				Minimum		Maximum
Discounted Cash Flow Method		46,609		79,231		Actuarial Valuation Methodology		10,989		14,761
Stock Exchange Ratio Based on Valuation		1 : 0.1386978 ~ 1 : 0.3167038
Comparable Listed Company Method		30,613		39,769		Comparable Listed Company Method		4,720		8,330
Stock Exchange Ratio Based on Valuation		1 : 0.1541774 ~ 1 : 0.2094516

Kim & Chang also submitted its legal opinion, stating that, in light of the circumstances set forth below, the Comprehensive Share Exchange cannot be regarded as an unlawful decision in breach of the directors’ fiduciary duty to shareholders. The key contents of the legal opinion are as follows:

[Key Contents of Legal Opinion by Kim & Chang]

 

 

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Based on the foregoing discussions, the summary of the final opinion resolved by the members of the Special Committee of Woori Financial Group Inc. on April 14, 2026, and reported to the Board of Directors on April 24, 2026, is as follows.

Opinion on the Legitimacy of the Transaction Purpose

– The conversion of Tongyang Life Insurance Co., Ltd. into a wholly owned subsidiary is expected to generate long-term enhancements in corporate and shareholder value through the retention of 100% of Tongyang Life Insurance’s profit-generating capacity within the Group and the improvement of overall group management efficiency. In addition, in the event of a future merger between Tongyang Life Insurance Co., Ltd. and ABL Life Insurance Co., Ltd. to strengthen the Group’s insurance business competitiveness, the Company expects smoother execution without minority shareholder-related conflicts arising from differences in valuation methodologies between listed and unlisted entities, as well as potential tax advantages. Accordingly, the necessity of proceeding with the conversion into a wholly owned subsidiary is recognized.

 

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– Alternative methods to achieve full ownership—such as individual shareholder negotiations, tender offers, and squeeze-out mechanisms under the KCC—were also reviewed. However, it was determined that, in order to achieve a one-step conversion of the listed company Tongyang Life Insurance Co., Ltd. into a 100% wholly owned subsidiary without additional procedural complexity, the comprehensive share exchange structure is the most appropriate method in practice.

– As a result of the comprehensive share exchange, approximately 9 million new shares will be issued, representing approximately 1.2% of the total outstanding shares. While this results in a dilution effect, such dilution is considered minimal (approximately 1/100 level), and the anticipated long-term benefits to both the Company and its shareholders are expected to outweigh such dilution.

– Furthermore, shareholders of Tongyang Life Insurance Co., Ltd. who receive shares of Woori Financial Group Inc. in exchange are also expected to benefit from the shareholder return policies of Woori Financial Group Inc. In this regard, responses were provided to the Special Committee of Tongyang Life Insurance Co., Ltd. regarding the “Benefits to Tongyang Life Insurance Co., Ltd. Shareholders in the Share Exchange,” as summarized in the table below.

“Benefits to Tongyang Life Insurance Co., Ltd. Shareholders in the Share Exchange,” – Q&A

 

Question A: Whether a premium may be applied in determining the share exchange ratio
Answer		We thoroughly reviewed the valuation report prepared by an independent external accounting firm and confirmed that the share exchange ratio calculated under the statutory market-price methodology prescribed by the FSCMA falls within the range of appropriate exchange ratios derived using multiple reasonable valuation approaches, including intrinsic value-based and market-based methods. We further determined that there is no basis to conclude that the exchange ratio is unfair to either Woori Financial Group Inc. shareholders or Tongyang Life Insurance Co., Ltd. shareholders. Under the FSCMA, in the case of a comprehensive share exchange between affiliated companies, the exchange ratio may be adjusted within a range of ±10% of the reference market price. However, the reference market price itself already reflects a comprehensive aggregation of publicly available information, market supply and demand, and market expectations regarding both companies, and is based on a multi-period average that mitigates short-term volatility. If the exchange ratio falls within the range derived from cross-verification using multiple valuation methodologies, it is considered appropriate not to make further adjustments, as this approach is expected to ensure market acceptance. Meanwhile, it should be considered that the comprehensive share exchange results in the issuance of new shares amounting to approximately 1.2% of Woori Financial Group Inc.’s total outstanding shares, thereby causing a dilution effect for existing shareholders of the holding company, and that shareholders of Tongyang Life Insurance who become shareholders of Woori Financial Group Inc. will immediately benefit from the Group’s shareholder return policy, including stable dividend income, high dividend yield, and robust share repurchase and cancellation programs. Accordingly, it is considered reasonable that a premium adjustment, as inquired, should be applied only where there is clear and objective justification for such adjustment. In the absence of such objective grounds, applying a premium could instead give rise to concerns of arbitrariness in the adjustment and potentially trigger opposition from the shareholders of both companies. Therefore, the Committee concluded that applying the exchange ratio without any adjustment is the most neutral and defensible approach.

 

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Question B: From the perspective of Tongyang Life Insurance Co., Ltd. shareholders, what substantive benefits (short-term and long-term) can be derived from participating in the Share Exchange as shareholders of Woori Financial Group Inc. at this point in time?
Answer		Woori Financial Group Inc. discloses its Corporate Value Enhancement Plan annually and, in accordance therewith, is actively implementing shareholder returns, including expanded share repurchases and cancellations. As a representative dividend stock in the financial sector, Woori Financial Group Inc. is paying dividends that satisfy the requirements for high-dividend companies (dividend payout ratio of at least 25% and at least a 10% year-on-year increase in total dividends), and plans to pursue a continuous annual increase in DPS (Dividend per Share) of at least 10%. In addition, cash dividends are expected to be tax-exempt for the next five years. In this regard, in 2025, the Company achieved a total shareholder return ratio of 36.8% (cash dividend payout ratio of 32% and share repurchase of 4.8%), and plans to increase the proportion of share repurchases and cancellations to approximately 10% within a short period of time during this year. * When CET1 ratio exceeds 13%, share buybacks and cancellations will be conducted twice a year, in the first and second half of the year; a KRW 200 billion share repurchase and cancellation plan was disclosed in February 2026. Tongyang Life Insurance Co., Ltd., following the adoption of IFRS 17, is currently in a situation where distributable profits are insufficient due to items such as the reserve for surrender benefits, and is also in a situation where it is difficult to pursue its own corporate value enhancement plan for shareholders. On the other hand, if shareholders of Tongyang Life Insurance Co., Ltd. hold Woori Financial Group Inc. shares as a result of the comprehensive share exchange, they will be able to immediately benefit from the Group’s strong shareholder return policy, including a high dividend yield and stable dividends, and therefore it is considered that there is benefit for Tongyang Life Insurance Co., Ltd. shareholders in participating in the share exchange at this point in time. In addition, although the future movement of share prices is a matter that cannot be predicted by anyone, according to Fnguide (a specialized provider of capital market data and information in Korea) as of April 10, it should also be considered that analysts have presented a positive outlook* on Woori Financial Group Inc.’s share price, which has a diversified business portfolio and stable revenue sources. * Among (eight) analyst reports released between April 2 and April 9, the target price of Woori Financial Group Inc.: KRW 38,000–47,000, with a median of KRW 43,000 and an average of KRW 42,125.

Accordingly, the legitimacy of the transaction purpose of making Tongyang Life Insurance Co., Ltd. a wholly owned subsidiary through a comprehensive share exchange structure is recognized.

Opinion on the Adequacy of the Transaction Process

– A comprehensive share exchange is a legally permitted method under the KCC for converting a company into a wholly owned subsidiary. Since the procedures for such transactions are explicitly stipulated under the KCC, compliance with such procedures does not raise legal issues.

– Woori Financial Group Inc. qualifies for the simplified comprehensive share exchange procedure under Article 360-10 of the KCC. Accordingly, for purposes of procedural efficiency, the Company intends to proceed under the simplified comprehensive share exchange framework rather than the standard share exchange procedure. In this regard, the issuance of new shares represents approximately 1.2% of total outstanding shares, which is significantly below the legal threshold of 10% required for a simplified share exchange. Furthermore, given that the procedure is converted into a standard share exchange if dissenting shareholders representing at least 20% of shares object, the likelihood of shareholder prejudice is considered very low.

– For minority shareholders of Tongyang Life Insurance Co., Ltd., dissenting shareholders are entitled to exercise appraisal rights under the KCC, or alternatively may sell their shares on the market prior to the effective date of the exchange, thereby providing an exit opportunity. Accordingly, the potential for infringement of shareholder interests is considered low.

– In addition, as an additional fairness-enhancing measure, the Special Committee—composed of independent and highly qualified members—conducted multiple rounds of review, including obtaining opinions from external experts. Going forward, detailed disclosure through public filings (including the Material Fact Report, and the Registration Statement), including the board opinion statement and key transaction terms, will be made, and investor relations activities will be conducted for shareholders of both Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. to ensure sufficient information disclosure.

Accordingly, the adequacy of the transaction process for the comprehensive share exchange, including the simplified procedure, is recognized.

Opinion on Fairness of Transaction Terms

– An independent external accounting firm (Samil PricewaterhouseCoopers) confirmed, in accordance with the FSCMA and other relevant regulations, that the exchange ratio based on the reference market price has been appropriately determined. The external accounting firm further confirmed that the market-price-based exchange ratio falls within the range of appropriate exchange ratios derived using multiple reasonable valuation methodologies, including intrinsic value-based and market-based approaches. Accordingly, it was determined that the exchange ratio is fair to both Woori Financial Group Inc. shareholders and Tongyang Life Insurance Co., Ltd. shareholders.

 

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– With respect to whether the timing of determining the market-price-based exchange ratio is appropriate in light of share price trends of both companies, it was resolved that the transaction was not structured to artificially favor either Woori Financial Group Inc. shareholders or Tongyang Life Insurance Co., Ltd. shareholders, but rather was implemented at the present time due to business necessity, irrespective of recent share price movements. Nevertheless, an analysis of share price trends indicates that both companies have similar PBR levels and limited volatility, and therefore there are no factors suggesting impairment of fairness.

– Regarding whether an adjustment (premium or discount) should be applied within the ±10% range permitted under the FSCMA for comprehensive share exchanges between affiliated companies, this issue was discussed in depth at the second meeting held on April 8, 2026, following the opinion of the independent external accounting firm. As Tongyang Life Insurance Co., Ltd. subsequently raised a question on the application of a premium adjustment, the matter was reconsidered at the third meeting. As a result of such deliberations, the Committee concluded that where the exchange ratio based on market price already falls within the range derived from independent valuation analyses, applying a discount or premium without clear and objective justification may give rise to concerns regarding arbitrariness and may lead to shareholder opposition from both companies. Accordingly, it was determined that applying the exchange ratio without any adjustment is the most appropriate approach from a fairness perspective, and the same conclusion was communicated back to the Special Committee of Tongyang Life Insurance Co., Ltd as set out in the attachment.

Accordingly, the fairness of the transaction terms, namely, the share exchange ratio determined under the FSCMA, is recognized.

As such, following the Special Committee’s review of (i) the legitimacy of the transaction purpose, (ii) the adequacy of the transaction process, and (iii) the fairness of the transaction terms, the Woori Financial Group Special Committee found no material issues, and reported to the Board of Directors that the transaction is consistent with the interests of Woori Financial Group Inc. and its shareholders, and that the risk of prejudice to minority shareholders is low, and therefore the transaction may proceed.

On June 24, 2026, the Special Committee of Woori Financial Group Inc. held its fourth meeting, at which it received reports regarding the progress of the proposed comprehensive share exchange, the results of the second shareholder meeting of Tongyang Life Insurance Co., Ltd., the additional review of the appropriateness of the exchange ratio, the results of an additional review conducted by a newly appointed independent valuation firm, the anticipated transaction timetable, and the principal proposed amendments to the securities registration statement. Based on these reports, the Special Committee conducted a comprehensive reassessment of the procedural fairness of the transaction and the appropriateness of its terms.

First, Woori Financial Group Inc. reported to Woori Financial Group inc. Special Committee on the results of the second shareholder meeting of Tongyang Life Insurance Co., Ltd., which was held on June 22, 2026. At the meeting, Tongyang Life Insurance Co., Ltd. explained the background of the proposed Comprehensive Share Exchange, the transaction structure, the basis for determining the exchange consideration and exchange ratio, the results of the review of the exchange ratio conducted by the newly appointed independent valuation firm, the review process undertaken by the Special Committees of both companies and their respective external experts, the purpose and expected effects of the cancellation of treasury shares, the procedures for exercising appraisal rights, the shareholder return policy applicable to shareholders of Woori Financial Group Inc. following completion of the Share Exchange, and the anticipated transaction timetable. The Special Committee was further informed that Tongyang Life Insurance Co., Ltd. had explained that the final exchange ratio fell within the valuation range determined by Deloitte Anjin LLC, which had been additionally engaged by Tongyang Life Insurance Co., Ltd. to conduct an independent valuation review. The Special Committee also received a report that, during the question-and-answer session, shareholders raised questions and expressed views regarding, among other things, the purpose, timing and expected effects of the cancellation of Tongyang Life Insurance Co., Ltd.’s treasury shares (representing 3.28% of its issued shares), the difference between the acquisition price paid for the existing controlling shareholder and the exchange consideration in the proposed transaction, the methodology used to determine the exchange ratio and the results of the independent valuation, the dividend and shareholder return policy applicable to Woori Financial Group Inc. following the share exchange, and the contractual cap on the aggregate amount payable upon the exercise of appraisal rights.

 

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Next, the Special Committee of Woori Financial Group Inc. reviewed the additional verification performed by Samil PricewaterhouseCoopers in order to supplement the explanation regarding the appropriateness of the exchange ratio following the final determination of the number of treasury shares acquired pursuant to the treasury share acquisition and cancellation announced on February 6, 2026. In its original valuation, Samil PricewaterhouseCoopers calculated the number of outstanding shares by deducting 53,945 treasury shares outstanding as of the valuation date and 6,269,592 treasury shares expected to be acquired and canceled based on the closing market price on the trading day immediately preceding the date of the Board resolution, as announced in the February 6, 2026 treasury share cancellation disclosure. Subsequently, due primarily to fluctuations in the market price, the actual number of treasury shares acquired during the period from February 10, 2026 through June 5, 2026 was finalized at 5,986,638 shares on June 10, 2026. Based on the revised number of outstanding shares reflecting the final number of treasury shares, Samil PricewaterhouseCoopers revalidated the per-share exchange consideration and the exchange ratio. The Special Committee of Woori Financial Group Inc. also confirmed that the exchange ratio adopted for the share exchange (1:0.2521056) remained within the revised valuation range (1:0.1387518 to 1:0.3168270).

 

Classification		Valuation (April 23) Based on		Final Valuation (June 10) Based on
Reference Market Price Method		1 : 0.2521056
DCF/MVS Method		0.1386978~0.3167038		0.1387518~0.3168270
Trading Multiple Method		0.1541774~0.2094516		0.1542374~0.2095331
Exchange Ratio Range		0.1386978~0.3167038		0.1387518~0.3168270

The Special Committee of Woori Financial Group Inc. confirmed that Deloitte Anjin LLC, the independent valuation firm additionally engaged by Tongyang Life Insurance Co., Ltd., applied the same valuation methodologies as Samil PricewaterhouseCoopers, namely the intrinsic value approach (FCFE/MVS) and the comparable publicly traded company method. Deloitte Anjin LLC determined an appropriate exchange ratio range of 1:0.1368448 to 1:0.2786088, and confirmed that the final exchange ratio of 1:0.2521056 falls within that range. This conclusion is also consistent with the findings of Samil PricewaterhouseCoopers, the original independent valuation firm, which determined an appropriate exchange ratio range of 1:0.1387518 to 1:0.3168270 and concluded that the final exchange ratio falls within such range. Accordingly, the Special Committee of Woori Financial Group Inc. confirmed that the exchange ratio determined using the reference market price methodology prescribed under the FSCMA and the related regulations falls within the range of reasonableness supported by the independent reviews conducted by multiple independent valuation firms.

 

Classification		Reference Market Price		Deloitte Anjin LLC (June 19, 2026)		Samil PricewaterhouseCoopers (June 19, 2026)
Woori Financial Group		KRW 34,589		KRW 45,332 ~ 60,172		KRW 46,591 ~ 79,200
Tongyang Life Insurance		KRW 8,720		KRW 8,234 ~ 12,630		KRW 10,989 ~ 14,761
Share Exchange Ratio		0.2521056		0.1368448 ~ 0.2786088		0.1387518 ~ 0.3168270

<Fifth Special Committee Meeting>

On July 3, 2026, the Special Committee of Woori Financial Group Inc. held its fifth meeting, at which it received reports regarding the proceedings of the fifth meeting of the Tongyang Life Insurance Co., Ltd. Special Committee held on July 1, 2026 and the meeting of the Board of Directors of Tongyang Life Insurance Co., Ltd. held on July 2, 2026. The Special Committee also reviewed the financial impact of an increase in the exercise price payable upon the exercise of appraisal rights by the shareholders of Tongyang Life Insurance Co., Ltd.

The agenda items and discussions of each meeting of the Special Committee of Woori Financial Group Inc. are summarized as follows.

 

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Session		Date of Meeting		Agenda		Key Contents
1		April 1, 2026		Review of legitimacy of transaction purpose and adequacy of transaction process		1)  Report on plan for converting Tongyang Life Insurance Co., Ltd. into a wholly owned subsidiary - Purpose, expected effects, and timeline of the comprehensive share exchange   2)  Presentation by external advisor (law firm): Kim & Chang – Explanation on guidelines on directors’ conduct – Key review points and considerations in comprehensive share transactions – Directors’ liability perspectives, including past precedents and the specific characteristics of the present transaction   3)  Review of the legitimacy of transaction purpose and appropriateness of transaction procedures
2		April 8, 2026		Review of Fairness of Transaction Terms		1)  Presentation by external advisor (accounting firm): Samil PricewaterhouseCoopers – Opinion on the appropriateness of the share exchange ratio based on valuation methodologies other than the statutory market-price method   2)  Presentation of legal review opinion by external advisor (law firm): Kim & Chang – Overview of the comprehensive share exchange structure – Share Exchange Procedures – Shareholder protection – Other considerations   2)  Review of Fairness of Transaction Terms
3		April 14, 2026		Comprehensive Deliberation Opinion		1)  Comprehensive Deliberation Opinion – Whether the transaction is aligned with the best interests of the Company and its shareholders, and whether it results in any prejudice to minority shareholders, among other matters.   2)  Final review opinions from external advisors: Samil PricewaterhouseCoopers, Kim & Chang   3)  (If requested by the Special Committee of Tongyang Life Insurance Co., Ltd.) Review of additional requested matters

 

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4		June 24, 2026		Supplemental Deliberation Opinion -Deliberation on Key Matters (Progress of the Tongyang Life Insurance Co., Ltd. shareholder meeting, additional verification of the appropriateness of the share exchange ratio, selection of a new independent valuation firm and review of its results, etc.)		1) Results of the second shareholder meeting of Tongyang Life Insurance Co., Ltd. held on June 22, 2026, including detailed questions and answers.   2) Following the final determination of the number of treasury shares repurchased on June 10, 2026, Samil PricewaterhouseCoopers performed an additional verification of the appropriateness of the share exchange ratio to supplement the explanation thereof.   3) Verification of the share exchange ratio determined by the newly engaged independent valuation firm and its review results.
5		July 3, 2026		Supplemental Deliberation Opinion -Deliberation on Key Matters (Progress report on converting Tongyang Life Insurance Co., Ltd. into a wholly-owned subsidiary)		1) Report on the proceedings of the meeting of the Tongyang Life Insurance Co., Ltd. Special Committee (held on July 1, 2026) and the meeting of the Board of Directors (held on July 2, 2026).   2) Review of the financial impact of an increase in the appraisal rights exercise price for Tongyang Life Insurance Co., Ltd.

[Tongyang Life Insurance Co., Ltd.]

The Special Committee discussed the background, transaction structure, and expected effects of the Share Exchange. The Special Committee reviewed whether the transaction could contribute to long-term enhancement of corporate value and strengthening of management efficiency, and agreed that, in order to protect general shareholders and minority shareholders, procedural fairness and the adequacy of transaction terms must be sufficiently ensured. The Special Committee also received reports on the overview of the share exchange, expected timeline, and procedures for exercising shareholders’ rights, and conducted Q&A sessions with external advisors. The members noted that, following the share exchange, the major shareholder Woori Financial Group Inc. would continue to exercise control over the Company, while minority shareholders would no longer be able to participate in management, thereby creating potential conflicts of interest among shareholders. Accordingly, they agreed on the need to carefully review potential conflicts of interest and measures to protect minority shareholders.

For a more thorough review, although external valuation was not required under the FSCMA and its Enforcement Decree with respect to the exchange ratio, Samil PricewaterhouseCoopers was appointed as an independent accounting advisor to assess whether the market-price-based exchange ratio appropriately reflects the value of Tongyang Life Insurance Co., Ltd., and the Special Committee received the valuation analysis as reference material for assessing the fairness of the exchange ratio. In addition, Bae, Kim & Lee LLC was appointed as legal advisor to conduct an in-depth review of potential shareholder detriment, conflicts of interest, and the legality of the share exchange process.

 

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On April 9, 2026, the Tongyang Life Insurance Co., Ltd. Special Committee held its first meeting, during which it engaged in extensive discussions, primarily through question-and-answer sessions with its external financial and legal advisors, regarding the fairness of the transaction terms and the possibility of applying a premium to the reference market price. With respect to the fairness of the transaction terms, the Special Committee asked its external financial advisor whether, notwithstanding the existence of observable market prices for the shares of both listed companies, a separate valuation should be performed on the basis that the market prices might have been affected by abnormal market conditions. Samil PricewaterhouseCoopers (exernal advisor) explained that, because the share prices of listed companies may fluctuate due to specific issues, the reference market price under the FSCMA is calculated to mitigate potential price distortions resulting from such volatility. Samil PricewaterhouseCoopers further explained that, although the reference market price may not necessarily represent the only appropriate measure of value, it had conducted additional analyses using valuation methodologies, including the intrinsic value approach, to determine whether the exchange ratio derived from the reference market price fell within a reasonable range based on the companies’ intrinsic values rather than reflecting fluctuations due to specific issues.

Bae, Kim & Lee LLC (external advisor) explained that the reference market price of a listed company is calculated, using the trading day immediately preceding the date of the relevant Board resolution as the reference date, based on the arithmetic average of (i) the volume-weighted average closing price for the most recent one-month period, (ii) the volume-weighted average closing price for the most recent one-week period, and (iii) the most recent closing price. In addition, following Samil PricewaterhouseCoopers’ verification of the Company’s share price, it was explained that, where an appropriate price is determined within the range of intrinsic value, selecting a methodology other than the reference market price could impose an additional burden on the Company. Accordingly, the reference market price, which is commonly used in comparable transactions as a reasonable measure of market value, was selected, and it was further explained that such approach also ensures fairness and reasonableness from the perspective of minority shareholders.

The Special Committee requested that a detailed explanation of the valuation methodologies be provided at its next meeting. Samil PricewaterhouseCoopers responded that it would present the valuation process for Tongyang Life Insurance Co., Ltd. and Woori Financial Group Inc., together with its analysis of the fairness of the exchange ratio, at the second meeting of the Special Committee.

The Special Committee also asked whether a premium could be applied to the reference market price in order to better protect the minority shareholders of Tongyang Life Insurance Co., Ltd. Management of Tongyang Life Insurance Co., Ltd. responded that, because the exchange ratio was determined based on the reference market price, it would review the possibility of applying such a premium with its external advisors and discuss the matter with Woori Financial Group Inc. The Special Committee clarified that its request to consider a premium to the reference market price of Tongyang Life Insurance Co., Ltd. was intended to ensure the equitable treatment of all shareholders, including minority shareholders, and was not intended as an inquiry directed to Woori Financial Group Inc. Bae, Kim & Lee LLC subsequently advised that, in a share exchange transaction between two listed companies, consideration should be given not only to the interests of the minority shareholders of Tongyang Life Insurance Co., Ltd., but also to the potential dilution of the share value of the minority shareholders of Woori Financial Group Inc. that could result from applying a premium to the shares of Tongyang Life Insurance Co., Ltd. Accordingly, the appropriateness of the market prices of both companies should be evaluated together. The firm further explained that, from the perspective of the minority shareholders of Tongyang Life Insurance Co., Ltd., it would be preferable for the exchange to occur when the market price of Woori Financial Group Inc. was relatively low and the market price of Tongyang Life Insurance Co., Ltd. was relatively high, although such an outcome could give rise to objections from the minority shareholders of Woori Financial Group Inc.

The Special Committee requested additional review of whether the reference market price should be based on the closing price on the Korea Exchange (KRX) or the Nextrade (NXT), whether a premium could be applied to the reference market price of Tongyang Life Insurance Co., Ltd., and how to explain, from the perspective of the minority shareholders of Tongyang Life Insurance Co., Ltd., the difference between the per-share acquisition price paid by Woori Financial Group Inc. and the comprehensive share exchange price. The Special Committee also requested additional review of whether Woori Financial Group Inc. had a proposed short-, medium-, and long-term shareholder return plan following the completion of the Comprehensive Share Exchange for the benefit of the minority shareholders of Tongyang Life Insurance Co., Ltd. The management of Tongyang Life Insurance Co., Ltd. and the external advisors responded that they would review the matters raised by the Special Committee and report their findings at the second and third meetings of the Special Committee.

 

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The Special Committee of Tongyang Life Insurance Co., Ltd. held its second meeting on April 14, 2026, and conducted in-depth discussions on the fairness of the transaction, procedural legitimacy, and shareholder protection measures based on the review results of the external accounting and legal advisors. The Committee heard explanations from Samil PricewaterhouseCoopers regarding key assumptions and valuation methodologies used in determining the exchange ratio, and received legal opinions from Bae, Kim & Lee LLC regarding procedural legality, potential conflicts of interest, and minority shareholder protection measures. In particular, the Committee reviewed whether the transaction terms were reasonable compared to similar precedents based on the opinions of external advisors, and also discussed shareholder value enhancement measures such as treasury share cancellation. In connection with the Share Exchange, Bae, Kim & Lee LLC advised that there may be a possibility of dilution of the equity value of existing shareholders due to the issuance of new shares following the Share Exchange. It expressed the opinion that the methods prescribed under the FSCMA and other relevant laws constitute measures capable of protecting the interests of all shareholders, including minority shareholders. Based on the external advisors’ reports, the Special Committee further discussed, through Q&A sessions, the potential for direct shareholder harm, conflicts of interest among shareholders, and whether discounts or premiums should be applied in determining the share price.

At its third meeting held on April 20, 2026, the Special Committee received the final review opinions of the external advisors. Samil PricewaterhouseCoopers submitted its valuation report and explained a comparison between the range of relative exchange ratios derived from the intrinsic values of each company, and the exchange ratio calculated based on the statutory market-price method under the FSCMA as of the reference date. The report further explained that the exchange ratio determined under the market-price-based method did not materially deviate from the range. The conclusion of the valuation report is as follows:

 

(Unit: KRW per share, shares)						(Unit: KRW per share, shares)
Category		Woori Financial Group Inc.				Category		Tongyang Life Insurance Co., Ltd.
		(Company Becoming the Wholly-Owning Parent Company)						(Company Becoming a Wholly-Owned Subsidiary)
		Minimum		Maximum				Minimum		Maximum
Discounted Cash Flow Method		46,609		79,231		Actuarial Valuation Methodology		10,989		14,761
Share Exchange Ratio Based on Valuation		1 : 0.1386978 ~ 1 : 0.3167038
Comparable Listed Company Method		30,613		39,769		Comparable Listed Company Method		4,720		8,330
Share Exchange Ratio Based on Valuation		1 : 0.1541774 ~ 1 : 0.2094516

In its original valuation, the number of outstanding shares was calculated by deducting from the total number of issued common shares as of the valuation date, 53,945 treasury shares then outstanding, and 6,269,592 treasury shares expected to be acquired and canceled, as determined based on the closing market price on the trading day immediately preceding the date of the Board resolution pursuant to the treasury share cancellation announcement dated February 6, 2026.

Subsequently, the actual number of treasury shares acquired was finalized at 5,986,638 shares as a result of factors including fluctuations in the market price, and the resulting number of outstanding shares, reflecting such adjustment, was 728,035,737 shares. Based on the revised outstanding share count, the exchange ratio derived under the intrinsic value approach ranged from 0.1387518 to 0.3168270 shares of Woori Financial Group Inc. for each share of Tongyang Life Insurance Co., Ltd. The share exchange ratio under the comparable publicly traded company method ranges from 0.1542374 to 0.2095331 shares of Woori Financial Group Inc. for each share of Tongyang Life Insurance Co., Ltd. It was confirmed that the share exchange ratio calculated based on the reference market price, after being recalculated to reflect the actual number of treasury shares acquired, falls within the recalculated range of share exchange ratios. Accordingly, it was concluded that such recalculation does not have a material effect on the conclusions set forth in this valuation review.

 

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In its legal opinion, Bae, Kim & Lee LLC likewise submitted that, in light of the circumstances set forth below, it is difficult to regard the Share Exchange as an unlawful decision in breach of the directors’ fiduciary duty to the shareholders. The key contents of the legal opinion are as follows:

[Key Contents of the Legal Opinion by Bae, Kim & Lee LLC]

 

 

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Data: Tongyang Life Insurance Co., Ltd.

Based on the foregoing discussion, the members of the Special Committee of Tongyang Life Insurance Co., Ltd. resolved on April 20, 2026, and the summary of the final opinion reported to the Board of Directors on April 24, 2026, is as follows:

To ensure procedural transparency in the comprehensive share exchange and to prevent conflicts of interest among shareholders, a Special Committee of Tongyang Life Insurance Co., Ltd. was formed, comprising all outside directors (three persons) and an external expert (one person). The Special Committee of Tongyang Life Insurance Co., Ltd. reviewed and discussed the purpose, procedures and terms of the Share Exchange with the assistance of external advisors (a law firm and an accounting firm). Following such review and discussions, the Special Committee of Tongyang Life Insurance Co., Ltd. determined that the purpose of the comprehensive share exchange transaction was legitimate and that the transaction procedures, transaction terms, and shareholder communication measures for minority shareholders were appropriate and fair.

Upon receiving the comprehensive opinion of the Special Committee of Tongyang Life Insurance Co., Ltd., the Board of Directors of Tongyang Life Insurance Co., Ltd., having determined that the opinions presented by the Special Committee, which is independent of the Company and deliberated based on the advice of external advisors, were reasonable, approved most of the matters without dissenting votes.Meanwhile, to further enhance the protection of public shareholders and reinforce the procedural fairness of the transaction, Tongyang Life Insurance Co., Ltd. convened the fourth meeting of its Special Committee on June 23, 2026. At the meeting, the Special Committee held additional discussions regarding the progress of the Share Exchange, the results of the second shareholder meeting, the appointment of a new independent valuation firm and the results of its review, measures to protect public shareholders, key issues relating to appraisal rights, and the proposed amendments to the securities registration statement.

 

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At its fourth meeting held on June 23, 2026, the Tongyang Life Insurance Co., Ltd. Special Committee received reports on the progress of the proposed comprehensive share exchange, the results of the second shareholder meeting, the appointment of the new independent valuation firm and the results of its review, measures to protect public shareholders, the anticipated transaction timetable, and the principal proposed amendments to the securities registration statement. Based on these reports, the Special Committee conducted a comprehensive reassessment of the procedural fairness of the transaction and the appropriateness of its terms.

The Special Committee noted that, at its second meeting, it had questioned the appropriateness of having the same independent accounting advisor perform the valuation analyses for both Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. The Company reported that, at that time, it had concluded, based on numerous transaction precedents and the advice of its external legal and accounting advisors, that the appointment of the same valuation firm did not present any issues. However, although an independent valuation of the exchange ratio is not required under the FSCMA and the related regulations in connection with a comprehensive share exchange between listed companies, concerns had nevertheless been raised regarding potential conflicts of interest in the process of determining the transaction terms. Accordingly, the Company reported that it had decided to engage an additional independent valuation firm, separate from the original valuation firm, to conduct an objective review of the fairness of the exchange consideration and exchange ratio, and had selected Deloitte Anjin LLC as the new independent accounting advisor.

The Special Committee reviewed whether Deloitte Anjin LLC satisfied the criteria for appointment, including whether it had any special relationship or conflict of interest with the original valuation firm, the transaction parties, the principal shareholders or other advisors, whether any circumstances existed that would disqualify it from serving as an independent valuation firm under the FSCMA and the related regulations, whether it possessed substantial experience and dedicated personnel in connection with mergers and acquisitions involving listed companies and the valuation of financial institutions, and whether it would be able to issue its valuation report within the timetable for filing the amended securities registration statement. Based on this review, the Special Committee confirmed that Deloitte Anjin LLC satisfied the applicable selection criteria.

The Special Committee also asked Deloitte Anjin LLC whether it had been subject to any limitations on access to information during the valuation process, whether it had applied the same valuation methodologies as the original valuation firm, and why its valuation results differed from the exchange ratio previously determined. Deloitte Anjin LLC explained that it had not encountered any limitations on access to information during the valuation process. However, because the valuation was conducted within a shorter timeframe than is customary, it adopted a more conservative approach in preparing and analyzing the relevant information. Deloitte Anjin LLC further explained that it applied the same valuation methodologies as Samil PricewaterhouseCoopers—namely, the intrinsic value approach (FCFE/MVS) and the comparable publicly traded company method—and that, in determining the intrinsic value of the holding company, it distinguished between core and non-core subsidiaries. In addition, Deloitte Anjin LLC explained that there were certain differences from the prior valuation firm with respect to the ranges used in the discounted cash flow and net asset value analyses. It was further explained that, because the valuation was performed after the announcement of the first-quarter 2026 financial results, the valuation reflected Tongyang Life Insurance Co., Ltd.’s achievement rate of its first-quarter business plan and recent operating trends in the insurance industry. In addition, the loss ratio was further adjusted to reflect the intent of the supervisory authority’s guidelines regarding the deterioration in loss ratios across the insurance industry.

Based on the foregoing assumptions, Deloitte Anjin LLC determined that the appropriate exchange ratio ranged from 1:0.1368448 to 1:0.2786088, and confirmed that the exchange ratio adopted for this transaction, 1:0.2521056, falls within that range. This conclusion is also consistent with the findings of Samil PricewaterhouseCoopers, the original independent valuation firm, which determined an appropriate exchange ratio range of 1:0.1387518 to 1:0.3168270 and concluded that the final exchange ratio falls within such range. Accordingly, the Special Committee confirmed that the exchange ratio determined using the reference market price methodology prescribed under the FSCMA and the related regulations falls within the range of reasonableness supported by the independent reviews conducted by multiple independent valuation firms.

 

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The results of Deloitte Anjin LLC’s review are set forth below.

 

Classification		Woori Financial Group Inc.				Tongyang Life Insurance Co., Ltd.
		Minimum		Maximum		Minimum		Maximum
Reference Market Price		34,589				8,720
Intrinsic Value (FCFE/MVS)		45,332		60,172		8,234		12,630
Comparable Publicly Traded Company Method		30,327		38,285		4,478		6,535
						Minimum		Maximum
Reference Market Price		1				0.2521056
Share Exchange Ratio (Intrinsic Value Method)		1		1		0.1368448		0.2786088
Share Exchange Ratio (Comparable Publicly Traded Company Method)		1		1		0.1476585		0.1706953

In addition, as the Special Committee had previously provided its views regarding the timing of the treasury share cancellation at its third meeting, it requested at its fourth meeting that the Company provide additional explanation regarding the background for selecting the timing of the cancellation. The Company explained that, from the time it decided to proceed with the Comprehensive Share Exchange, it had considered canceling the treasury shares held by Tongyang Life Insurance Co., Ltd. from the perspective of protecting public shareholders, and that it had reviewed three alternatives: (i) canceling the treasury shares before the Comprehensive Share Exchange, (ii) canceling the treasury shares on the record date for determining shareholders, and (iii) canceling the treasury shares after the record date. The Company explained that it excluded the first alternative because a pre-closing cancellation could affect the calculation of the exchange consideration and give rise to controversy regarding the fairness of the transaction terms, and also determined that the third alternative would not provide significant additional benefits. Accordingly, the Company ultimately adopted the approach of canceling the treasury shares on the reference date.

The Special Committee concluded that the procedural legitimacy of this transaction had been sufficiently secured, while agreeing that certain matters required further review and supplementation from the perspectives of transaction fairness and public shareholder protection. The Special Committee emphasized the need to provide public shareholders with a clear and understandable explanation of the difference between the acquisition price paid for the existing controlling shareholder’s stake and the exchange consideration in this transaction, as well as the reasons for selecting a comprehensive share exchange rather than a tender offer. In response, the Company explained that Woori Financial Group Inc. had selected a comprehensive share exchange rather than a tender offer in light of factors including the burden of a large one-time cash outlay, and that measures to protect shareholders were being pursued through shareholder return policies, including the payment of dividends and the cancellation of treasury shares.

The Special Committee also confirmed that the appraisal rights exercise price payable to dissenting shareholders (KRW 8,505 per share) had been lawfully calculated in accordance with the methodology prescribed under the FSCMA and the related regulations. However, as part of its review of measures to further strengthen the protection of public shareholders, the Special Committee considered the possibility of adjusting the appraisal rights exercise price. Taking into account that this matter involved multiple interests, including the protection of the interests of Woori Financial Group Inc. shareholders, the amount of cash outflow resulting from the transaction, and the impact on capital adequacy, and therefore could not be determined unilaterally by Tongyang Life Insurance Co., Ltd., the Special Committee requested that the Company engage in sufficient discussions with Woori Financial Group Inc., review the matter based on objective supporting materials, and further discuss the matter at the next Board meeting. In this regard, Bae, Kim & Lee LLC, the external legal advisor, stated that it would provide assistance to ensure that any alternative relating to appraisal rights would satisfy the requirements under applicable laws and regulations.

 

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Finally, the Special Committee received a report on the principal proposed amendments to be reflected in the amended securities registration statement and requested that the external legal advisor conduct a thorough review of potential legal issues that could arise in anticipation of possible further challenges following the filing of the amended registration statement. Bae, Kim & Lee LLC stated that it would conduct a detailed review from an advisory perspective, noting that Tongyang Life Insurance Co., Ltd. could also bear responsibility with respect to whether the securities registration statement adequately addresses material matters. Through its fourth meeting, the Special Committee concluded that there had been sufficient discussion regarding the procedural fairness of the transaction and the appropriateness of the exchange ratio, and requested that the Company continue to supplement measures to protect public shareholders through sufficient communication with Woori Financial Group Inc.

At the meeting of the Board of Directors of Tongyang Life Insurance Co., Ltd. held on June 24, 2026, the Board received reports on the results of the discussions at the fourth meeting of the Special Committee and the Company’s planned follow-up actions. The Board also received reports on the key questions raised at the second shareholder meeting and the Company’s responses, the results of the review conducted by the newly appointed independent valuation firm, measures to protect public shareholders, and the proposed supplemental disclosures regarding key issues.

 

Meeting Date		Agenda		Summary
June 24, 2026		Report of the Special Committee to the Board of Directors		1) Progress Report on the Comprehensive Share Exchange -Progress of the transaction -Developments relating to minority shareholders and media coverage -Communications with the supervisory authorities -Second shareholder meeting   2) Report on the Selection of a New Independent Valuation Firm and Its Findings -Selection of a new independent valuation firm -Findings of the new independent valuation firm   3) Shareholder Protection Measures -Holding of the second shareholder meeting and distribution of a shareholder letter -Convening of the fourth meeting of the Special Committee and appointment of an additional independent valuation firm

Thereafter, on July 1, 2026, the Tongyang Life Insurance Co., Ltd. Special Committee held its fifth meeting to consider, as part of the Company’s public shareholder protection measures, whether the proposed purchase price for shares subject to appraisal rights (the “Appraisal Rights Purchase Price”) should be increased and, if so, whether such increase would be appropriate, as requested for further review at the fourth meeting of the Special Committee. In conducting its review, the Special Committee considered that the proposed comprehensive share exchange would result in the delisting of Tongyang Life Insurance Co., Ltd. and that, following the Financial Supervisory Service’s request for amendments to the securities registration statement, public shareholders and market participants had continued to express concerns regarding, among other things, the difference between the acquisition price paid for the existing controlling shareholder’s stake and the exchange consideration and appraisal rights exercise price in this transaction, the timing of the cancellation of treasury shares, and the fairness of the methodology used to determine the exchange ratio.

In reviewing whether to increase the Appraisal Rights Purchase Price, the Special Committee comprehensively considered (i) the principal views expressed by public shareholders through the second shareholder meeting and shareholder letters, (ii) the purpose of the Financial Supervisory Service’s request for amendments, (iii) the results of the review of the exchange ratio conducted by the newly appointed independent valuation firm, (iv) the legal opinions provided by Bae, Kim & Lee LLC, Shin & Kim LLC and Yulchon LLC, (v) the financial impact under various levels of appraisal rights exercises, (vi) the impact on capital adequacy, including the K-ICS ratio, (vii) the relationship to the cap on the aggregate amount payable upon the exercise of appraisal rights under the Share Exchange Agreement, and (viii) issues relating to fairness and equal treatment between shareholders participating in the share exchange and dissenting shareholders exercising appraisal rights.

 

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The Special Committee first confirmed that the current Appraisal Rights Purchase Price of KRW 8,505 had been lawfully determined in accordance with the methodology prescribed under the FSCMA and the related regulations, based on the arithmetic average of the volume-weighted average market prices for the two-month, one-month and one-week periods preceding the trading day immediately before the date of the Board resolution. Nevertheless, the Special Committee noted that, in light of the nature of the transaction, appraisal rights serve as an important means for shareholders opposing the Share Exchange to realize the value of their investment in cash and that the transaction would result in the delisting of Tongyang Life Insurance Co., Ltd., and thus considered wheter any supplemental measures should be adopted, while using the statutory formula price as the basis, to enhance the protection of minority shareholders and promote transaction certainty.

In considering an increase in the Appraisal Rights Purchase Price, the Special Committee compared and reviewed the following alternatives: (i) maintaining the current statutory formula price; (ii) adjusting the price to KRW 8,720, the share exchange consideration for Tongyang Life Insurance Co., Ltd. in the Share Exchange; (iii) increasing the current statutory formula price by 10% to KRW 9,356; and (iv) adjusting the price to KRW 10,562, corresponding to the price previously paid to acquire the controlling shareholder’s interest.

In evaluating these alternatives, the Special Committee considered that the appraisal rights regime is intended to provide shareholders opposing a corporate restructuring transaction with a cash exit at fair value. Accordingly, the Special Committee concluded that offering dissenting shareholders a cash price higher than the value implied by the exchange ratio applicable to shareholders participating in the Share Exchange would not, by itself, constitute unlawful discriminatory treatment.

At the same time, the Special Committee determined that any increase in the Appraisal Rights Purchase Price should be capable of being objectively justified in light of the purpose of the appraisal rights regime, namely fair value compensation, and the need to facilitate the orderly completion of the transaction. The Special Committee noted that an excessive increase could create an undue disparity in economic outcomes between shareholders participating in the Share Exchange and receiving shares of Woori Financial Group Inc. and dissenting shareholders exercising appraisal rights, potentially giving rise to concerns regarding fairness and the principle of equal treatment among holders of the same class of shares.

In this regard, Bae, Kim & Lee LLC advised that, because the transaction constitutes an intra-group transaction, it would be reasonable, from the standpoint of fairness among shareholders, to determine the amount of any increase in the Appraisal Rights Purchase Price by reference to the maximum 10% premium permitted under the FSCMA and the related regulations for determining exchange consideration in transactions between affiliated companies. In other words, increasing the Appraisal Rights Purchase Price from the statutory formula price of KRW 8,505 by 10% to KRW 9,356 was considered as an alternative that would remain consistent with the pricing framework under the FSCMA and applicable regulations while improving the cash exit terms available to dissenting shareholders.

The Special Committee also considered the impact that an increase in the Appraisal Rights Purchase Price could have on the financial soundness of Tongyang Life Insurance Co., Ltd. and on the protection of financial consumers. As a life insurance company, Tongyang Life Insurance Co., Ltd. must maintain appropriate capital adequacy, including its K-ICS ratio, and payments made in connection with the exercise of appraisal rights could directly affect the Company’s liquidity and capital adequacy metrics. The Special Committee therefore recognized that, while a substantial increase in the Appraisal Rights Purchase Price could provide greater protection to dissenting shareholder, it could have an adverse impact from the perspective of protecting the Company’s financial consumers, given that the Company is a life insurance company.

The Special Committee also considered the relationship to the cap on the aggregate amount payable upon the exercise of appraisal rights uner the Share Exchange Agreement. Under the Share Exchange Agreement, if the aggregate amount payable in respect of appraisal rights exercised by dissenting shareholders exceeds KRW 200 billion, a termination event may arise under the Share Exchange Agreement. Accordingly, if the Appraisal Rights Purchase Price were increased excessively, the aggregate amount payable upon the exercise of appraisal rights would increase even assuming the same number of shares for which appraisal rights are exercised, thereby increasing the likelihood that the contractual cap under the Share Exchange Agreement would be exceeded. As a result, such an increase could adversely affect the certainty of consummating the transaction.

 

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The Special Committee also considered the potential harm to shareholders and the likelihood of shareholder complaints if the Share Exchange were not completed. If the transaction were terminated, shareholders opposing the Share Exchange could lose their opportunity to obtain liquidity through the exercise of appraisal rights, while shareholders who supported or intended to participate in the Share Exchange could lose the opportunity to receive shares of Woori Financial Group Inc. In addition, if market conditions were to change following the approval of the Share Exchange, shareholders could become exposed to market prices lower than those prevailing at the time the Share Exchange was approved. In light of these considerations, the Special Committee concluded that the amount of any increase in the Appraisal Rights Purchase Price should appropriately balance the objectives of protecting public shareholders, reducing the risk that the transaction would not be completed, promoting transaction certainty, and ensuring fairness among shareholders.

Meanwhile, the Special Committee further considered an alternative under which the Appraisal Rights Purchase Price would be increased to KRW 10,562, corresponding to the price previously paid to acquire the controlling shareholder’s stake. Although this alternative could improve acceptance of the transaction among public shareholders, the Special Committee determined that the prior acquisition price reflected factors unique to that transaction, including a control premium, the timing and terms of the transaction, the results of due diligence, and negotiations with the seller. Accordingly, the Special Committee concluded that such price was not an appropriate benchmark for determining the cash exit available to dissenting shareholders in the Share Exchange. The Special Committee also noted that providing only dissenting shareholders with a cash exit at KRW 10,562 per share could give rise to concerns regarding fairness, equal treatment, and the principle of equality among shareholders as compared with shareholders participating in the Share Exchange and receiving shares of Woori Financial Group Inc. In addition, if appraisal rights were exercised on a significant scale, this alternative would impose the greatest burden in terms of the Company’s cash outflows, its capital adequacy, including the K-ICS ratio, and the contractual cap on appraisal rights payments under the Share Exchange Agreement.

By contrast, increasing the statutory appraisal rights purchase price by 10%, to KRW 9,356 per share, was considered to be a supplemental measure based on the statutory pricing methodology. Because this alternative would enhance the cash exit available to dissenting shareholders without changing either the exchange ratio or the exchange consideration applicable to the Share Exchange, the Special Committee concluded that it appropriately balanced shareholder protection and transaction certainty. The Special Committee also considered that this alternative remained consistent with the reference market price methodology prescribed under the FSCMA and the related regulations while appropriately reflecting the unique circumstances of the transaction and the need to enhance the protection of public shareholders.

After comprehensively considering the legal opinions provided by Bae, Kim & Lee LLC, Shin & Kim LLC and Yulchon LLC, the Special Committee concluded that the proposed 10% premium constitutes a negotiated adjustment to the Appraisal Rights Purchase Price and could be justified as a reasonable exercise of business judgment intended to protect minority shareholders and facilitate the orderly consummation of the transaction. In particular, Bae, Kim & Lee LLC advised that the proposed 10% premium appropriately balanced the protection of minority shareholders, transaction certainty, and the protection of financial consumers in light of, among other things, (i) the use of the maximum premium permitted as a reference point in determining exchange consideration, (ii) the need to maintain the solvency of a life insurance company and protect financial consumers, (iii) the possibility that exceeding the contractual cap on appraisal rights payments could give rise to a termination event under the Share Exchange Agreement, and (iv) the potential harm to both dissenting and supporting shareholders, as well as the likelihood of shareholder complaints, if the transaction were not completed.

Based on the foregoing legal and financial analyses, the Special Committee concluded that, after balancing the interests of public shareholder acceptance, transaction certainty, financial consumer protection, and fairness between shareholders participating in the Share Exchange and dissenting shareholders exercising appraisal rights, increasing the Appraisal Rights Purchase Price by 10%, from the statutory formula price of KRW 8,505 per share to KRW 9,356 per share, would constitute a reasonable supplemental measure that appropriately balances the protection of public shareholders and the stability of the transaction. Accordingly, the Special Committee reported its conclusions to the Board of Directors of Tongyang Life Insurance Co., Ltd. and requested that the Board make the final determination as to whether the Appraisal Rights Purchase Price should be increased.

 

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At its meeting held on July 2, 2026, the Board of Directors of Tongyang Life Insurance Co., Ltd. received, as Report Item No. 1, the results of the deliberations of the fifth meeting of the Special Committee and considered, as Resolution Item No. 1, the proposed amendment to the Appraisal Rights Purchase Price applicable to shareholders opposing the Share Exchange.

The Board first received a report regarding the background and purpose of the Special Committee’s review of the appropriateness of the appraisal rights purchase price, the methodology and applicable legal framework governing the existing appraisal rights purchase price, the review of the appropriateness of applying a premium to such price, and the sensitivity and financial impact analyses under various levels of appraisal rights exercises.

The Board then deliberated on the proposal to revise the Appraisal Rights Purchase Price applicable to shareholders opposing the Comprehensive Share Exchange. In considering this proposal, the Board confirmed that determining the Appraisal Rights Purchase Price involved more than a simple price adjustment and required consideration of multiple factors, including regulatory risks associated with the transaction, the likelihood of successful completion of the transaction, the need to protect minority shareholders, and the Company’s financial soundness. Accordingly, the Board comprehensively evaluated, based on objective supporting evidence, both the necessity of increasing the Appraisal Rights Purchase Price and the appropriateness of the amount of any such increase.

The Board first confirmed that the existing Appraisal Rights Purchase Price of KRW 8,505 per share had been determined in accordance with the pricing methodology prescribed under the FSCMA and the related regulations. The Board also confirmed, however, that under the framework of Article 165-5(3) of the FSCMA, the appraisal rights purchase price may, as a general matter, be determined through negotiations between the company and the relevant shareholders and that, accordingly, it is permissible under applicable law for a company to agree to a purchase price higher than the statutory formula price.

The Board considered that the Comprehensive Share Exchange would result in the delisting of Tongyang Life Insurance Co., Ltd. and that appraisal rights constitute an important cash exit mechanism for shareholders opposing the transaction. The Board further determined that, following the Financial Supervisory Service’s request for amendments to the disclosure documents, concerns had been raised by public shareholders and the market regarding the Share Exchange consideration, the Appraisal Rights Purchase Price, and the difference between such price and the price previously paid to acquire the controlling shareholder’s interest. In light of these circumstances, the Board concluded that it was necessary to consider measures to provide meaningful additional protection for the election rights of dissenting shareholders and to strengthen the protection of public shareholders.

Accordingly, the Board considered increasing the existing Appraisal Rights Purchase Price by 10%, from KRW 8,505 per share to KRW 9,356 per share. The Board noted that this proposed 10% premium does not modify the Share Exchange ratio or the Share Exchange consideration for Tongyang Life Insurance Co., Ltd. Rather, it is intended to supplement the negotiated price offered under the appraisal rights, which serves as the cash exit mechanism available to shareholders opposing the Share Exchange.

The Board concluded that the proposed 10% premium, because it is based on the current statutory formula price, represents a quantitative pricing approach that can be readily explained and serves as a practical alternative to requests for an adjustment to the Share Exchange consideration by providing additional protection for the election rights of dissenting shareholders. The Board further concluded that, by reference to the policy underlying the discount and premium range permitted (±10%) under the FSCMA and the regulations thereunder in determining share exchange consideration, the proposed approach provides an objective basis for determining the amount of the price increase.

The Board also considered the legal opinion provided by its external legal counsel, Bae, Kim & Lee LLC. Bae, Kim & Lee LLC advised that, after appropriately balancing the interests of minority shareholder protection, transaction certainty and the protection of financial consumers, it would be appropriate to increase the Appraisal Rights Purchase Price from KRW 8,505 per share, as determined in accordance with the FSCMA and the related regulations, by 10% to KRW 9,356 per share for shareholders opposing the Share Exchange.

 

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Based on this legal opinion, the Board confirmed that the proposed 10% premium neither disregards the statutory formula price nor modifies the exchange ratio applicable to the Share Exchange. Rather, it represents a reasonable adjustment to the Company’s proposed negotiated purchase price for purposes of reaching agreement with dissenting shareholders. The Board further confirmed that the increased purchase price would apply equally to all shareholders exercising appraisal rights in opposition to the Share Exchange and would not provide preferential treatment to any particular shareholder. Instead, the Board concluded that the proposed increase is intended to enhance the protection of public shareholders and strengthen the cash exit alternative available to dissenting shareholders.

In addition, the Board considered the potential impact that increasing the Appraisal Rights Purchase Price could have on the Company’s cash outflows, capital adequacy metrics, including the K-ICS ratio, and the contractual cap on appraisal rights payments under the Share Exchange Agreement. The Board recognized that, although increasing the Appraisal Rights Purchase Price is intended to enhance the protection of public shareholders, the aggregate amount of appraisal rights exercises could affect both the Company’s financial condition and the likelihood of completing the proposed transaction. Accordingly, the Board concluded that the amount of the increase should appropriately balance the protection of minority shareholders, transaction certainty, the protection of financial consumers, and the Company’s financial burden.

Based on the foregoing considerations, the Board of Directors of Tongyang Life Insurance Co., Ltd. resolved to increase the Appraisal Rights Purchase Price offered by the Company to shareholders opposing the proposed comprehensive share exchange from KRW 8,505 per share to KRW 9,356 per share, representing a 10% increase.

 

Meeting Date		Agenda		Summary
June 24, 2026		Report of the Special Committee to the Board of Directors		1) Deliberation on Key Matters -Background and purpose of the review of the appropriateness of the appraisal rights purchase price  ®Background and purpose of the review  ®Current methodology for determining the appraisal rights purchase price and applicable regulations - Review of the appropriateness of applying a premium to the appraisal rights purchase price  ®Analysis of premium scenarios for the appraisal rights purchase price  ®Results of the premium scenario analysis  ®Basis for determining the premium applicable to the appraisal rights purchase price for dissenting shareholders -Sensitivity and financial impact analysis of the exercise of appraisal rights  ®Sensitivity analysis under various premium scenarios for the appraisal rights purchase price  ®Financial impact and impact on the K-ICS ratio
		Resolution to amend a key transaction term (appraisal rights purchase price for dissenting shareholders)		1) Amending a key transaction term (appraisal rights purchase price for dissenting shareholders) -Background and purpose of the review of the appropriateness of the appraisal rights purchase price  ®Background and purpose of the review  ®Current methodology for determining the appraisal rights purchase price and applicable regulations -Review of the appropriateness of applying a premium to the appraisal rights purchase price  ®Review of the appropriateness of applying a 10% premium to the appraisal rights purchase price  ®Basis for determining the premium applicable to the appraisal rights purchase price for dissenting shareholders

 

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The agenda and details of each meeting of the Special Committee of Tongyang Life Insurance Co., Ltd. are summarized as follows.

 

Session		Date of Meeting		Agenda		Key Discussions
1		April 9, 2026		(Agenda for deliberation)   - Deliberation on Material Matters (Guidelines on Directors’ Conduct, Overview of Comprehensive Share Exchange, Share Exchange Ratio (Provisional) and Calculation Basis, Key Schedule, Appraisal Rights, etc.)		- Guidelines on the Code of Conduct for Directors,
						- Overview of the Share Exchange
						- Basis for calculating the base market price (determination of the meaning of closing price under the applicable laws)
						- Examples of discount and premium relative to the base market price
						- Comparison with the share acquisition price paid by the controlling shareholder
						- Appropriateness of the timing of the Share Exchange from short-term, medium-term, and long-term perspectives
2		April 14, 2026		(Agenda for deliberation)   - Deliberation on Material Matters   (Matters reviewed by external advisors, review opinions in response to requests made at the first Special Committee meeting)		- Share price of Tongyang Life
						- Appropriateness of the exercise period for dissenting shareholders’ appraisal rights
						- The necessity of the Share Exchange from the perspective of all shareholders
						- External advisor (Bae, Kim & Lee LLC) presented review opinion
						® Expected Effects of a Comprehensive Share Exchange
						® Legal Issues Relating to the Share Exchange Ratio
						® Protection measures for minority shareholders, etc.
						® Minority Shareholder Protection Measures (Cancellation of Existing Treasury Shares)
						- External advisor (Samil PwC) presented review opinion
						® Need for review by independent external experts (from the perspective of the share exchange ratio)
3		April 20, 2026		(Agenda for deliberation)   - Deliberation on Material Matters   (Review Comments on the Requests from the Second Special Committee meeting, Shareholder Communications Plan, etc.)		- Review of Matters Requested by the Second Special Committee Meeting
						-Review of Matters Requested by the First Special Committee Meeting
						® Whether shares may be issued at a premium (response from the holding company special committee), etc.
						- Shareholder communication plan
						- Final opinion of external advisors (law firm and accounting firm)
4		June 23, 2026		(Agenda for deliberation) - Deliberation on Material Matters (Progress of the comprehensive share exchange, selection of a new independent valuation firm and its findings, shareholder protection measures, etc.)		- Progress of the comprehensive share exchange - Selection of a new independent valuation firm (Deloitte Anjin LLC) and its findings -Shareholder protection measures

 

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5		July 1, 2026		(Agenda for Deliberation) -Deliberation on Material Matters (Background and purpose of the review of the appropriateness of the appraisal rights purchase price, review of the appropriateness of applying a premium to the appraisal rights purchase price, sensitivity and financial impact analysis of the exercise of appraisal rights, etc.)		-Background and purpose of the review of the appropriateness of the appraisal rights purchase price -Review of the appropriateness of applying a premium to the appraisal rights purchase price -Sensitivity and financial impact analysis of the exercise of appraisal rights

(b) Activities of the Special Committee

[Special Committee of Woori Financial Group Inc.]

<First Meeting of the Special Committee>

At the first meeting of the Special Committee held on April 1, 2026, the Special Committee of Woori Financial Group Inc. discussed the need to establish the Special Committee. It noted that, based on prior transactions involving share exchanges by other financial holding companies that resulted in the delisting of listed subsidiaries, dissatisfaction among minority shareholders could intensify and become a significant issue if such shareholders perceived themselves to have been treated unfairly, thereby underscoring the need for the establishment of the Special Committee. The Special Committee also observed that minority shareholders had opposed similar transactions in the past where listed companies were delisted through compulsory share exchanges and that, under the current legal environment following the amendments to the KCC, such issues could become even more significant. Accordingly, the Special Committee concluded that it was important for the Board of Directors to carefully review whether the exchange ratio for the proposed comprehensive share exchange was appropriate and, in particular, whether the rights and interests of minority shareholders had been adequately considered.

Iin addition, the Special Committee discussed the proposed transaction from the perspective of protecting the interests of the minority shareholders of Tongyang Life Insurance Co., Ltd. The Special Committee noted that Tongyang Life Insurance Co., Ltd. currently has no distributable profits and, therefore, is unlikely to pay dividends over the next three to four years. In addition, equity research analysts’ target prices for Tongyang Life Insurance Co., Ltd. were below its then-current market price, suggesting limited potential for near-term share price appreciation. By contrast, following completion of the Comprehensive Share Exchange, former Tongyang Life Insurance Co., Ltd. shareholders would hold shares of Woori Financial Group Inc., which the Special Committee believed could provide greater shareholder returns, including dividends, and greater potential for share price appreciation based on prevailing target prices. Accordingly, the Special Committee concluded that, although the transaction would result in limited dilution of ownership interests, the anticipated enhancement in shareholder value was expected to outweigh such dilution.

<Second Meeting of the Special Committee>

At the second meeting of the Special Committee of Woori Financial Group Inc. held on April 8, 2026, the Special Committee, together with its external advisor, reviewed the fairness of the transaction terms, including the proposed exchange ratio. Samil PricewaterhouseCoopers, the external advisor, explained that the exchange ratio had been determined using the reference market price methodology prescribed by applicable law. Under this methodology, the reference market price is calculated using the most recent closing price, the one-week volume-weighted average closing price, and the one-month volume-weighted average closing price in order to reduce the effect of short-term market volatility. Applying this methodology, the exchange ratio as of April 7, 2026 was calculated as 0.261180 shares of Woori Financial Group Inc. for each share of Tongyang Life Insurance Co., Ltd.

 

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Although the reference market price methodology is the prescribed method under applicable law, Samil PricewaterhouseCoopers explained that market prices may nevertheless be affected by temporary supply and demand imbalances or specific market events. Accordingly, to confirm that the resulting exchange ratio was within a reasonable range, it performed additional valuation analyses using multiple methodologies. (Note) For Woori Financial Group Inc., the intrinsic value approach employed a discounted cash flow (DCF) methodology based on the free cash flow to equity (FCFE) model, while for Tongyang Life Insurance Co., Ltd., a market value-based methodology under IFRS 17 and the K-ICS framework was applied. In addition, for both companies, the market approach using comparable companies employed the price-to-book ratio (P/B) as the relevant relative valuation metric, taking into account the characteristics of financial institutions. Based on a comprehensive review, it was confirmed that the share exchange ratio derived under the reference market price method was reasonable. Specifically, the share exchange ratio determined under the reference market price method fell within the range of exchange ratios derived from the market approach and the intrinsic value approach. The external advisor also reviewed whether the reference market price had been distorted by any specific event or other abnormal factors. The intrinsic value approach and the market approach were performed independently of the reference market price method. Because the reference market price fell within the valuation range derived from those independent methodologies, it was concluded that there was no basis to consider the reference market price inappropriate. In addition, the share exchange ratio under the reference market price method was 0.261180, compared with approximately 0.244 under the discounted cash flow (DCF) method and approximately 0.25 under the P/B method. Accordingly, from the perspective of minority shareholders, the reference market price method produced the most favorable share exchange ratio. Based on the application of multiple valuation methodologies, including the intrinsic value approach and the market approach, and the review conducted by the independent valuation firm, no basis was identified to conclude that the share exchange ratio determined using the current reference market price was inappropriate. Accordingly, it was determined that applying the share exchange ratio derived under the current reference market price method, rather than applying any separate discount or premium, was reasonable. The external advisor further confirmed that there was no structural basis for applying any discount or premium.

During the deliberations, however, the Special Committee questioned whether it was appropriate to adopt an exchange ratio based on the reference market price when such ratio was higher than those indicated by the discounted cash flow (DCF) and price-to-book ratio (P/B) valuation methodologies, notwithstanding that the reference market price methodology is the prescribed method under applicable law and provides an objective basis for determining the exchange ratio. Although a higher exchange ratio could appear more favorable to the minority shareholders of Tongyang Life Insurance Co., Ltd., the Special Committee recognized that the final exchange ratio would ultimately depend on the market price as of the reference date (the trading day immediately preceding the date of the Board resolution) and that it is inherently impossible to predict the market price on a future date. Accordingly, the Board discussed first determining a reasonable valuation range using the intrinsic value approach and then assessing whether the reference market price fell within that range, recognizing that, if the reference market price fell within the resulting valuation range, it could be considered fair and reasonable. Based on this analysis, the Board concluded that the current reference market price had been applied in a fair and reasonable manner.

<Third Meeting of the Special Committee>

At the third meeting of the Special Committee of Woori Financial Group Inc. held on April 14, 2026, the Special Committee discussed the requests and questions raised by the Tongyang Life Insurance Co., Ltd. Special Committee on April 9, 2026. The first question raised by the Tongyang Life Insurance Co., Ltd. Special Committee was whether a premium could be applied to the exchange consideration for Tongyang Life Insurance Co., Ltd. in determining the exchange ratio. In response, Samil PricewaterhouseCoopers, the external advisor, stated that the current exchange ratio fell within the appropriate exchange ratio range derived using multiple reasonable valuation methodologies. Although the FSCMA permits adjustments within a range of ±10% for share exchanges between affiliated companies, the Special Committee discussed that the reference market price reflects publicly available information, supply and demand, and market expectations for both companies, and is based on period-average prices designed to mitigate short-term volatility. Accordingly, where the exchange ratio is cross-checked using multiple valuation methodologies and falls within the resulting range, refraining from making any artificial adjustment would be more likely to support market acceptance.

 

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In addition, the Special Committee noted that the current exchange ratio fell within the appropriate range, that no meaningful disparity had been identified that would indicate structural disadvantage to shareholders of either Woori Financial Group Inc. or Tongyang Life Insurance Co., Ltd., and that the P/B ratios of the two companies remained at similar levels. Accordingly, no basis was identified for applying a compensatory adjustment (whether in the form of a discount or premium). As a recent example in which a premium was applied rather than relying solely on the reference market price methodology, the Committee discussed the Shinsegae/E-Mart transaction. In that transaction, a tender offer for minority shareholders was first conducted, and the premium or discount was understood to have been applied in order to align the exchange ratio with the tender offer price. The Committee concluded that, absent a clear objective basis, applying a discount or premium could give rise to concerns regarding arbitrary adjustment and opposition from shareholders of both companies, and that not applying any adjustment would be the most neutral and explainable approach.

The second question was what medium- to long-term benefits or advantages minority shareholders of Tongyang Life Insurance Co., Ltd. could expect if they participated in the Share Exchange at the current time. The Committee noted that, following the adoption of IFRS 17, Tongyang Life Insurance Co., Ltd. is expected to face practical limitations in implementing value-up initiatives for minority shareholders, including dividends, over the next three to four years due to insufficient distributable profits resulting from factors such as surrender refunds. By contrast, if former Tongyang Life Insurance Co., Ltd. shareholders hold shares of Woori Financial Group Inc., they may immediately benefit from shareholder return policies under Woori Financial Group Inc.’s shareholder value enhancement plan, including stable dividends, a relatively high dividend yield, share repurchases and cancellations, as well as potential additional value enhancement. Woori Financial Group Inc., as a representative high-dividend stock in the financial sector, plans to continue paying dividends that satisfy the requirements for high-dividend companies (a dividend payout ratio of at least 25% and an increase of at least 10% in the total dividend amount compared to the prior year), and to pursue a continued annual increase of at least 10% on a dividend per share basis. Cash dividends are expected to be tax-exempt for the next five years. In this regard, Woori Financial Group Inc. achieved a total shareholder return ratio of 36.8% in 2025 (cash dividend payout ratio of 32%; share repurchases of 4.8%), and stated that it intends to increase the proportion of share repurchases and cancellations to approximately 10% in the near term in 2026. Accordingly, the Special Committee concluded that, at the current time, holding shares of Woori Financial Group Inc. would be unlikely to impair the interests of Tongyang Life Insurance Co., Ltd. shareholders and could provide benefits to them.

<Fourth Meeting of the Special Committee>

On June 24, 2026, the Special Committee of Woori Financial Group Inc. held its fourth meeting, at which it received reports regarding the progress of the proposed comprehensive share exchange, the results of the second shareholder meeting, the additional review of the appropriateness of the exchange ratio, the results of an additional review conducted by the newly appointed independent valuation firm, the anticipated transaction timetable, and the principal proposed amendments to the securities registration statement. Based on these reports, the Special Committee conducted a comprehensive reassessment of the procedural fairness of the transaction and the appropriateness of its terms.

First, Woori Financial Group Inc. reported to its Special Committee on the results of the second shareholder meeting of Tongyang Life Insurance Co., Ltd., which was held on June 22, 2026. At the meeting, Tongyang Life Insurance Co., Ltd. explained the background of the Comprehensive Share Exchange, the transaction structure, the basis for determining the exchange consideration and exchange ratio, the results of the review of the exchange ratio conducted by the newly appointed independent valuation firm, the review process undertaken by the Special Committees of both companies and their respective external advisors, the purpose and expected effects of the cancellation of treasury shares, the procedures for exercising appraisal rights, the shareholder return policy applicable to shareholders of Woori Financial Group Inc. following completion of the Share Exchange, and the anticipated transaction timetable. The Special Committee was further informed that Tongyang Life Insurance Co., Ltd. had explained that the final exchange ratio falls within the valuation range determined by Deloitte Anjin LLC, which had been additionally engaged by Tongyang Life Insurance Co., Ltd. to conduct an independent valuation review. In particular, the Special Committee also received a report that, during the question-and-answer session, shareholders raised questions and expressed views regarding, among other things, the purpose, timing and expected effects of the cancellation of Tongyang Life Insurance Co., Ltd.’s treasury shares (3.28%), the difference between the acquisition price paid for the existing controlling shareholder’s stake and the exchange consideration in the proposed transaction, the methodology used to determine the exchange ratio and the results of the independent valuation, the dividend and shareholder return policy applicable to Woori Financial Group Inc. following the Share Exchange, and the contractual cap on the aggregate amount payable upon the exercise of appraisal rights.

 

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Next, the Special Committee of Woori Financial Group Inc. reviewed the additional verification performed by Samil PricewaterhouseCoopers to supplement the analysis of the fairness of the exchange ratio following the final determination of the number of treasury shares acquired pursuant to the treasury share acquisition and cancellation announced on February 6, 2026. In its original valuation, Samil PricewaterhouseCoopers calculated the number of outstanding shares by deducting from the total number of issued common shares as of the valuation date (i) 53,945 treasury shares then outstanding and (ii) 6,269,592 treasury shares expected to be acquired and canceled, as determined based on the closing market price on the trading day immediately preceding the date of the Board resolution pursuant to the February 6, 2026 announcement regarding the acquisition and cancellation of treasury shares. Subsequently, due primarily to market price fluctuations, the actual number of treasury shares acquired during the period from February 10, 2026 through June 5, 2026 was finalized at 5,986,638 shares on June 10, 2026. Based on the revised number of outstanding shares reflecting the final number of treasury shares acquired, Samil PricewaterhouseCoopers revalidated the per-share exchange consideration and the exchange ratio. The Special Committee of Woori Financial Group Inc. also confirmed that the exchange ratio adopted for the Share Exchange (1:0.2521056) remained within the revised appropriate exchange ratio range (1:0.1387518 to 1:0.3168270).

 

Classification		Valuation (April 23) Based on		Final Valuation (June 10) Based on
Reference Market Price Method		1 : 0.2521056
DCF/MVS Method		0.1386978~0.3167038		0.1387518~0.3168270
Trading Multiple Method		0.1541774~0.2094516		0.1542374~0.2095331
Exchange Ratio Range		0.1386978~0.3167038		0.1387518~0.3168270

The Special Committee of Woori Financial Group Inc. also confirmed that Deloitte Anjin LLC, the independent valuation firm additionally engaged by Tongyang Life Insurance Co., Ltd., applied the same valuation methodologies as Samil PricewaterhouseCoopers, namely the intrinsic value approach (FCFE/MVS) and the comparable publicly traded company method. Deloitte Anjin LLC determined an appropriate exchange ratio range of 1:0.1368448 to 1:0.2786088, and confirmed that the exchange ratio adopted for the proposed transaction, 1:0.2521056, falls within that range. This conclusion is also consistent with the findings of Samil PricewaterhouseCoopers, the original independent valuation firm, which determined an appropriate exchange ratio range of 1:0.1387518 to 1:0.3168270 and likewise concluded that the final exchange ratio falls within such range. Accordingly, the Special Committee of Woori Financial Group Inc. confirmed that the exchange ratio determined using the reference market price methodology prescribed under the FSCMA and the related regulations falls within the range of reasonableness supported by the independent reviews conducted by multiple independent valuation firms.

 

Classification		Reference Market Price		Deloitte Anjin LLC (June 19, 2026)		Samil PwC
Woori Financial Group		KRW 34,589		KRW 45,332 ~ 60,172		KRW 46,591 ~ 79,200
Tongyang Life Insurance		KRW 8,720		KRW 8,234 ~ 12,630		KRW 10,989 ~ 14,761
Share Exchange Ratio		0.2521056		0.1368448 ~ 0.2786088		0.1387518 ~ 0.3168270

<Fifth Meeting of the Special Committee>

 

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On July 3, 2026, the Special Committee of Woori Financial Group Inc. held its fifth meeting, at which it received reports regarding the proceedings of the fifth meeting of the Tongyang Life Insurance Co., Ltd. Special Committee held on July 1, 2026 and the meeting of the Board of Directors of Tongyang Life Insurance Co., Ltd. held on July 2, 2026. The Special Committee also reviewed the financial impact of a proposed increase in the appraisal rights purchase price of Tongyang Life Insurance Co., Ltd.

[Tongyang Life Insurance Co., Ltd. Special Committee]

<First Meeting of the Special Committee>

The Special Committee asked whether, notwithstanding the existence of observable market prices for the shares of both listed companies, a separate valuation should be performed on the basis that the market prices might have been affected by abnormal market conditions.

-Samil PricewaterhouseCoopers (Financial Advisor) explained that, because the share prices of listed companies may fluctuate due to company-specific or market events, the reference market price prescribed under the FSCMA is calculated to mitigate potential price distortions resulting from such volatility. Samil PricewaterhouseCoopers further explained that, although the reference market price may not necessarily represent the only appropriate measure of value, it had conducted additional analyses using valuation methodologies, including the intrinsic value approach, to determine whether the exchange ratio derived from the reference market price fell within a reasonable range based on the companies’ intrinsic values rather than reflecting temporary market fluctuations.

-Bae, Kim & Lee LLC (Legal Advisor) explained that the reference market price of a listed company’s shares is calculated based on the arithmetic average of (i) the volume-weighted average closing price during the one-month period preceding the trading day immediately before the date of the Board resolution, (ii) the volume-weighted average closing price during the one-week period preceding such date, and (iii) the closing price on the most recent trading day. The firm further explained that, after Samil PricewaterhouseCoopers had verified the reasonableness of the market prices by reference to the companies’ intrinsic values, selecting a valuation methodology other than the reference market price prescribed by law could expose the Company to additional legal and practical risks. Accordingly, the reference market price, which has been widely used in comparable transactions as an objective measure of market value, was selected because it provides a reasonable basis for determining fair market value and also supports fairness and reasonableness from the perspective of minority shareholders.

The Tongyang Life Insurance Co., Ltd. Special Committee requested that a detailed explanation of the valuation methodologies be provided at its next meeting.

-Samil PricewaterhouseCoopers (Financial Advisor) responded that, at the second meeting of the Special Committee, it would present a detailed report on the valuation process for Tongyang Life Insurance Co., Ltd. and Woori Financial Group Inc., as well as the appropriateness of the proposed exchange ratio.

The Special Committee also inquired whether it would be possible to apply a premium to the reference market price in order to protect the interests of the minority shareholders of Tongyang Life Insurance Co., Ltd.

-Management of Tongyang Life Insurance Co., Ltd. responded that, because the exchange ratio was being determined based on the reference market price, it would review with its external advisors whether applying a premium to the reference market price would be permissible and would also discuss the matter with Woori Financial Group Inc.

-The Tongyang Life Insurance Co., Ltd. Special Committee clarified that its request to examine the necessity of applying a premium to the reference market price was intended to ensure the fair treatment of all shareholders of Tongyang Life Insurance Co., Ltd., including minority shareholders, and was not a matter requiring approval or input from Woori Financial Group Inc.

 

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-Bae, Kim & Lee LLC (Legal Advisor) explained that, in a share exchange transaction between two companies, consideration must be given not only to the interests of the minority shareholders of Tongyang Life Insurance Co., Ltd. but also to the potential dilution of the share value of the minority shareholders of Woori Financial Group Inc. that could result from applying a premium to the Tongyang Life Insurance Co., Ltd. share price. Accordingly, the appropriateness of the share prices of both companies should be considered together. The firm further explained that, from the perspective of the minority shareholders of Tongyang Life Insurance Co., Ltd., it would be preferable for the exchange to occur when the share price of Woori Financial Group Inc. is relatively low and the share price of Tongyang Life Insurance Co., Ltd. is relatively high, although such an outcome could lead to objections from the minority shareholders of Woori Financial Group Inc.

The Special Committee requested additional review of several issues, including whether the reference market price should be based on the closing price on the Korea Exchange (KRX) or the Nextrade (NXT), whether a premium could be applied to the reference market price of Tongyang Life Insurance Co., Ltd., how the difference between the acquisition price per share paid by Woori Financial Group Inc. for the controlling shareholder’s stake and the exchange consideration in the Comprehensive Share Exchange should be explained from the perspective of Tongyang Life Insurance Co., Ltd.’s minority shareholders, and whether Woori Financial Group Inc. had short-, medium- and long-term shareholder return plans that would benefit Tongyang Life Insurance Co., Ltd.’s minority shareholders following completion of the Comprehensive Share Exchange.

-Management and the external advisors responded that they would review the matters raised by the Special Committee and report their findings at the second and third meetings of the Special Committee.

<Second Meeting of the Special Committee>

On April 14, 2026, the Tongyang Life Insurance Co., Ltd. Special Committee held its second meeting, at which it engaged in an in-depth discussion regarding the appropriateness of the proposed transaction, the procedural legitimacy of the transaction, and measures to protect shareholders, primarily based on the reviews conducted by its external financial and legal advisors. The Special Committee received from Samil PricewaterhouseCoopers a detailed explanation of the principal assumptions and valuation methodologies used in determining the exchange ratio, and received from Bae, Kim & Lee LLC a report regarding the legality of the transaction process, potential conflicts of interest, and measures to protect minority shareholders. Based on the opinions of its external advisors, the Special Committee reviewed whether the proposed transaction terms were reasonable in comparison with similar transactions and also discussed measures to enhance shareholder value, including the cancellation of treasury shares.

Bae, Kim & Lee LLC explained that, following completion of the Share Exchange, the issuance of new shares by Woori Financial Group Inc. could result in dilution of the ownership interests of its existing shareholders. The firm further explained that, because the transaction is structured so that Woori Financial Group Inc. will acquire the shares held by the public shareholders of Tongyang Life Insurance Co., Ltd. in order to make Tongyang Life Insurance Co., Ltd. its wholly owned subsidiary and will issue newly issued shares of Woori Financial Group Inc. as consideration therefor, the existing shareholders of Woori Financial Group Inc. could experience dilution as a result of the issuance of such new shares. Bae, Kim & Lee LLC also explained that, because both companies are listed companies, applying the same statutory reference market price methodology to both companies provides an objective, predictable and equitable basis for determining the exchange ratio. Nevertheless, taking into account that the proposed transaction involves the acquisition of the remaining shares held by minority shareholders and the subsequent delisting of Tongyang Life Insurance Co., Ltd., the Special Committee conducted extensive discussions with its external advisors regarding the potential for direct harm to shareholders, possible conflicts of interest among shareholders, whether any premium or discount should be applied in determining the share value, and additional measures to protect public shareholders, in addition to reviewing the statutory reference market price methodology.

<Third Meeting of the Special Committee>

On April 20, 2026, the Tongyang Life Insurance Co., Ltd. Special Committee held its third meeting, at which it comprehensively reviewed the response received from the Special Committee of Woori Financial Group Inc., the opinions of its external legal and financial advisors, measures to enhance shareholder value and protect minority shareholders, shareholder communication plans, and other key transaction-related matters. Based on its review, the Special Committee concluded that the proposed transaction was distinguishable from certain prior transactions in which a tender offer had been completed before the share exchange and the share prices of the two companies subsequently moved in different directions, thereby requiring an adjustment to reconcile the exchange ratio based on the tender offer price or the closing date of the tender offer with the exchange ratio determined at the relevant valuation date. The Special Committee further noted that the exchange ratio in the proposed transaction had been determined using the statutory reference market price methodology prescribed under the applicable laws and regulations, that the resulting exchange ratio fell within the range determined to be appropriate under multiple valuation methodologies applied by the independent financial advisor, and that, in prior comprehensive share exchanges involving financial holding companies, the statutory reference market price methodology had generally been applied without any separate premium or discount.

 

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Based on the foregoing review, Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. agreed that no separate premium or discount would be applied to the exchange consideration for Tongyang Life Insurance Co., Ltd. in connection with the Share Exchange and that the exchange consideration determined using the statutory reference market price methodology would be applied without adjustment. Accordingly, no separate premium was applied to the exchange consideration for Tongyang Life Insurance Co., Ltd. in determining the final exchange ratio, and the exchange consideration was adopted as determined under the statutory reference market price methodology without any discount or premium.

As a result, the final exchange consideration was determined to be KRW 34,589 per share for Woori Financial Group Inc. and KRW 8,720 per share for Tongyang Life Insurance Co., Ltd., and the final exchange ratio was fixed at 1 share of Woori Financial Group Inc. common stock for every 0.2521056 shares of Tongyang Life Insurance Co., Ltd. common stock.

The determination as to whether a discount or premium would be applied to the exchange consideration for Tongyang Life Insurance Co., Ltd., together with the decision-making process and the relevant dates, is set forth below.

 

Date		Description
April 9, 2026		At its first meeting, the Special Committee of Tongyang Life Insurance Co., Ltd. discussed for the first time the possibility of applying a discount or premium to the Reference Share Price of Tongyang Life Insurance Co., Ltd. in determining the share exchange ratio for the Share Exchange. –During the meeting, external legal counsel explained that, although a discount or premium may be considered under applicable laws and regulations in a comprehensive share exchange between listed companies, it understood that the Reference Share Price methodology had been used in the majority of prior transactions. –The external accounting advisor expressed the view that, even where the Reference Share Price constitutes the statutory valuation standard, it is necessary to assess whether such Reference Share Price appropriately reflects the intrinsic value of both companies and the prevailing market environment. –The committee members discussed, from the perspective of protecting the interests of Tongyang Life Insurance Co., Ltd.’s minority shareholders, whether it would be appropriate to rely solely on the Reference Share Price methodology and whether a premium should be applied to the Reference Share Price of Tongyang Life Insurance Co., Ltd. –Management explained that Tongyang Life Insurance Co., Ltd.’s PBR was relatively higher than that of Woori Financial Group Inc., suggesting that the value of Tongyang Life Insurance Co., Ltd. was more fully reflected in its market price. Management further explained that additional discussions regarding an objective basis would be necessary before applying any premium and that the relevant matters would be raised with Woori Financial Group Inc. and further reviewed internally together with the external advisors.
April 14, 2026		At its second meeting, the Special Committee of Tongyang Life Insurance Co., Ltd. received reports from the external legal counsel and external accounting advisor regarding the results of their reviews and conducted an additional review of the appropriateness of the Share Exchange ratio, including whether a premium should be applied. —During this review, it was noted that, in all comprehensive share exchange transactions involving financial holding companies over the preceding ten years, the Reference Share Price methodology had been used without the application of any premium or discount. It was also noted that cases involving premiums in general corporate transactions primarily involved special circumstances, such as cash consideration transactions or adjustments following prior tender offers.

 

95

April 15, 2026		The Special Committee of Woori Financial Group Inc. delivered a written response to the inquiries raised by the Special Committee of Tongyang Life Insurance Co., Ltd. –Woori Financial Group Inc. advised that, based on the independent valuation performed by the external accounting firm, the exchange ratio determined under the current Reference Share Price methodology fell within the appropriate valuation range derived using multiple reasonable valuation methodologies, including the intrinsic value approach and the market approach. – Woori Financial Group Inc. further stated that, absent a clear and objective basis for adjustment, refraining from arbitrarily adjusting the Reference Share Price would be appropriate from the perspectives of market acceptance and procedural objectivity.
April 20, 2026		At its third meeting, the Special Committee of Tongyang Life Insurance Co., Ltd. comprehensively reconsidered the response from Woori Financial Group Inc., the findings of the external advisors, shareholder value enhancement measures, shareholder communication plans, and the principal review checklist. – The Special Committee reviewed the external accounting advisor’s conclusion, based on multiple valuation methodologies, that the proposed exchange ratio fell within the appropriate valuation range, as well as the stability of Woori Financial Group Inc.’s dividend policy and the potential benefits to shareholders from its shareholder return policy. –The Special Committee also considered, from the perspective of protecting minority shareholders, the cancellation of the 5,296,004 treasury shares held by Tongyang Life Insurance Co., Ltd. so that no Woori Financial Group Inc. exchange shares would be issued or delivered in respect of such treasury shares
April 24, 2026		Based on the findings of the Special Committee and the opinions of the external advisors, the Board of Directors of Tongyang Life Insurance Co., Ltd. approved the final share exchange ratio for the Share Exchange. –As of April 23, 2026, the day immediately preceding the Board approval date, the reference share price of Woori Financial Group Inc. was KRW 34,589 per share and the reference share price of Tongyang Life Insurance Co., Ltd. was KRW 8,720 per share. Accordingly, the final share exchange ratio was determined to be 1 share of Woori Financial Group Inc. for every 0.2521056 shares of Tongyang Life Insurance Co., Ltd. No separate discount or premium was applied to the Reference Share Price of Tongyang Life Insurance Co., Ltd.

<Fourth Meeting of the Special Committee>

On June 23, 2026, the Tongyang Life Insurance Co., Ltd. Special Committee held its fourth meeting to discuss additional measures to mitigate potential conflicts of interest among shareholders, the results of the second shareholder meeting, the appointment of a new independent valuation firm and the results of its review, measures to protect public shareholders, matters relating to appraisal rights, and the principal proposed amendments to the securities registration statement.

The Special Committee noted that the proposed transaction would result in the delisting of Tongyang Life Insurance Co., Ltd. and that, because the transaction involved the controlling shareholder, Woori Financial Group Inc., and the public shareholders of Tongyang Life Insurance Co., Ltd., potential conflicts of interest could arise between them. Accordingly, in addition to the matters previously reviewed at the first and third meetings of the Special Committee, the Committee confirmed that the principal concerns raised by public shareholders and the financial regulatory authorities should be thoroughly reviewed and appropriately reflected in the Company’s disclosure documents.

 

96

First, Tongyang Life Insurance Co., Ltd. reported to the Special Committee the results of the second shareholder meeting. The Company explained that, during the meeting, it had presented the background of the Share Exchange, the transaction structure, the methodology used to determine the exchange consideration and exchange ratio, the purpose and expected effects of the cancellation of treasury shares, the procedures for exercising appraisal rights, and the shareholder return policy that would apply to shareholders of Woori Financial Group Inc. following completion of the Share Exchange, and had conducted a question-and-answer session with shareholders. The Company further reported that shareholders had raised questions regarding, among other things, the difference between the acquisition price paid for the controlling shareholder’s stake and the exchange consideration in the proposed transaction, the timing of the cancellation of treasury shares, the determination of the exchange ratio using the statutory reference market price methodology, the results of the independent valuation, the requirements and procedures for exercising appraisal rights, and the contractual cap on the aggregate amount payable upon the exercise of appraisal rights.

Next, the Special Committee received a report on the review conducted by the newly appointed independent valuation firm, which had been engaged to further support the objectivity and fairness of the exchange ratio. Deloitte Anjin LLC explained its valuation methodologies for Tongyang Life Insurance Co., Ltd. and Woori Financial Group Inc., the principal assumptions underlying its analyses, the scope of its valuation, and its assessment of the appropriateness of the final exchange ratio. Deloitte Anjin LLC also reported whether the final exchange ratio fell within the appropriate valuation range when compared with the results previously obtained by the original independent financial advisor.

In connection with the review conducted by the newly appointed independent valuation firm, the members of Tongyang Life Insurance’s Special Committee inquired whether the valuation methodologies employed by the original independent financial advisor and the newly appointed valuation firm were identical or substantially similar, whether there were any differences in the principal assumptions or valuation ranges under the respective methodologies, and whether appropriate consideration had been given to Tongyang Life Insurance Co., Ltd.’s recent operating results, business plan, loss ratios, key actuarial assumptions applicable to the insurance industry, capital regulations, and other valuation considerations relevant to financial institutions. In response, Deloitte Anjin LLC explained that its review had been conducted based on information provided by the Company, publicly available information, the Company’s business plan, recent operating results, and the characteristics of the insurance industry, and provided a detailed explanation of its valuation methodologies, principal assumptions and valuation conclusions.

Following its review conducted by the newly appointed independent valuation firm, the Special Committee requested that, to the extent practicable, the amended securities registration statement and the material fact report include sufficient disclosure regarding the valuation methodologies, principal assumptions, valuation ranges, a comparison with the analyses conducted by the original independent financial advisor, and the basis for concluding that the final exchange ratio is appropriate, so that the public shareholders of Tongyang Life Insurance Co., Ltd. would be able to understand the basis on which the exchange ratio was determined.

In addition, the Tongyang Life Insurance Co., Ltd. Special Committee discussed how to explain the difference between the acquisition price paid for the controlling shareholder’s stake and the exchange consideration in the proposed transaction. The Company explained that the acquisition price paid for the controlling shareholder’s stake reflected factors that differ from those applicable to the Comprehensive Share Exchange, including the acquisition of a controlling interest, the timing of the transaction, the size of the interest acquired, the transaction structure, strategic value and the prevailing market environment. Accordingly, the Company explained that the two prices are not directly comparable. Nevertheless, recognizing that public shareholders viewed the difference between the two prices as a principal issue in the transaction, the Special Committee concluded that the amended securities registration statement and the material event report should provide a more detailed explanation of the different purposes for which the two prices were determined, the applicable legal framework, the respective transaction structures and the relevant valuation dates.

The Special Committee also held further discussions regarding the purpose, timing and shareholder impact of the cancellation of treasury shares. The Company explained that the cancellation of treasury shares was intended to prevent the issuance of new shares of Woori Financial Group Inc. in exchange for the treasury shares held by Tongyang Life Insurance Co., Ltd. in connection with the Share Exchange and thereby mitigate the dilutive effect resulting from the issuance of additional Woori Financial Group Inc. shares. The Company further explained that it had also considered that separately announcing or implementing the cancellation of treasury shares prior to determining the exchange ratio could influence the market price of the shares and give rise to additional concerns regarding the fairness of the transaction. The Special Committee concluded that the amended securities registration statement and the material event report should include enhanced disclosure regarding the purpose of the treasury share cancellation, the rationale for the timing of the cancellation, the number of new shares to be issued before and after the cancellation, and the effects of the cancellation on public shareholders.

 

97

The Tongyang Life Insurance’s Special Committee also received a report regarding the Company’s review of requests made by certain shareholders to increase the proposed appraisal rights purchase price. The Company explained that the proposed appraisal rights purchase price had been determined based on the market price calculated in accordance with the methodology prescribed under the FSCMA and the related regulations, and that any discretionary increase would require careful consideration of a number of factors, including fairness between shareholders participating in the Share Exchange and shareholders exercising appraisal rights, the objectivity of the appraisal rights purchase price, the Company’s cash outflows and liquidity, the impact on capital adequacy, including the K-ICS ratio, the contractual cap on appraisal rights payments under the Share Exchange Agreement, and the overall stability of the transaction. The Special Committee confirmed that any decision regarding a potential increase in the appraisal rights purchase price should not focus solely on the cash exit available to a particular group of shareholders but should instead carefully balance fairness among all shareholders, the Company’s financial condition, the likelihood of completing the transaction and the Company’s ability to provide an objectively supportable explanation in its public disclosures.

In addition, the Special Committee received a report regarding the shareholder return policies that would become applicable to the shareholders of Tongyang Life Insurance Co., Ltd. following their conversion into shareholders of Woori Financial Group Inc. upon completion of the Share Exchange. The Company explained the principal features of Woori Financial Group Inc.’s shareholder return policies, including its corporate value enhancement plan, quarterly dividends, and share repurchase and cancellation programs. The Special Committee concluded that the disclosure documents should clearly state that these shareholder return policies remain subject to Woori Financial Group Inc.’s future operating performance, capital ratios, regulatory requirements, financial market conditions and resolutions of its Board of Directors, and that there may be a period of time before the exchange shares are listed and become freely tradable.

Finally, Tongyang Life Insurance Co., Ltd. reported to the Special Committee on the principal proposed amendments to the disclosure documents, including enhanced disclosure regarding the establishment and activities of the Special Committee, additional discussion of the reviews conducted by external advisors, expanded disclosure concerning the protection of public shareholders and the review of potential conflicts of interest, additional discussion of the necessity of the transaction, further explanation comparing the appraisal rights purchase price with the acquisition price paid for the controlling shareholder’s stake, and the incorporation of the Company’s first-quarter 2026 operating results. The Special Committee confirmed that these proposed amendments should be prepared in a manner that would provide public shareholders with more complete information relevant to their investment decisions.

Following the foregoing discussions, the Tongyang Life Insurance Co., Ltd. Special Committee requested that the Company more fully reflect in the amended securities registration statement and the material event report the principal matters of concern to public shareholders, including the key questions raised at the second shareholder meeting and the Company’s responses, the results of the review conducted by the newly appointed independent valuation firm, the Company’s review of requests to increase the proposed appraisal rights purchase price, the purpose and expected effects of the cancellation of treasury shares, the shareholder return policies and investment risks following the Share Exchange, and the procedures for exercising appraisal rights.

<Fifth Meeting of the Special Committee>

On July 1, 2026, the Tongyang Life Insurance Co., Ltd. Special Committee held its fifth meeting to further consider, as a follow-up to the public shareholder protection measures discussed at its fourth meeting, whether the proposed appraisal rights purchase price should be increased and, if so, the appropriateness of such increase. At its fourth meeting, the Special Committee had concluded that any decision regarding an increase in the proposed appraisal rights purchase price should be made only after carefully considering not only the cash exit available to a particular group of shareholders, but also fairness among all shareholders, the Company’s financial condition, the likelihood of completing the proposed transaction, and the Company’s ability to provide an objectively supportable explanation in its public disclosures. The Special Committee therefore requested that the matter be further reviewed based on objective supporting materials and reconsidered at its next meeting.

 

98

Accordingly, at its fifth meeting, the Special Committee received reports and held discussions regarding the background and purpose of reviewing the appropriateness of the appraisal rights purchase price, the methodology used to determine the existing proposed appraisal rights purchase price and the applicable legal framework, various scenarios for increasing the appraisal rights purchase price, sensitivity analyses and the financial impact of the exercise of appraisal rights, the impact on capital adequacy, including the K-ICS ratio, the relationship between any increase and the contractual cap on appraisal rights payments under the Share Exchange Agreement, and the opinions of the Company’s external legal advisors.

The Special Committee first confirmed that determining the proposed appraisal rights purchase price was not merely a matter of adjusting a price but constituted a broader business judgment requiring consideration of regulatory risks associated with the transaction, the likelihood of completing the transaction, the protection of public shareholders, the Company’s financial soundness, and the protection of financial consumers. In particular, the Special Committee noted that the proposed comprehensive share exchange would result in the delisting of Tongyang Life Insurance Co., Ltd. and that, following the Financial Supervisory Service’s request for amendments to the securities registration statement, public shareholders and market participants had continued to express concerns regarding, among other things, the acquisition price paid for the controlling shareholder’s stake, the timing of the cancellation of treasury shares, and the fairness of the methodology used to determine the exchange ratio. In light of these considerations, the Special Committee concluded that it was appropriate to consider measures to enhance the cash exit alternative available to dissenting shareholders.

The Special Committee compared and evaluated three principal alternatives: (i) increasing the appraisal rights purchase price to KRW 8,720 per share, corresponding to the exchange consideration for Tongyang Life Insurance Co., Ltd. under the Share Exchange; (ii) increasing the existing proposed appraisal rights purchase price of KRW 8,505 per share by 10% to KRW 9,356 per share; and (iii) increasing the appraisal rights purchase price to KRW 10,562 per share, corresponding to the price previously paid for the controlling shareholder’s stake. In evaluating these alternatives, the Special Committee comprehensively considered public shareholder acceptance, fairness between shareholders participating in the Share Exchange and dissenting shareholders exercising appraisal rights, the Company’s financial burden and the impact on capital adequacy, including the K-ICS ratio, the contractual cap on appraisal rights payments under the Share Exchange Agreement, legal risks, and the likelihood of completing the proposed transaction.

With respect to the alternative of increasing the appraisal rights purchase price to KRW 8,720 per share, corresponding to the exchange consideration under the Share Exchange, the Special Committee concluded that the increase over the existing proposed appraisal rights purchase price would be relatively limited and therefore might not sufficiently address the concerns expressed by public shareholders or meaningfully enhance the protective function of appraisal rights. The Special Committee further concluded that merely increasing the appraisal rights purchase price to the level of the exchange consideration would likely have only a limited effect on improving shareholder acceptance of the transaction.

Meanwhile, although increasing the appraisal rights purchase price to KRW 10,562 per share, corresponding to the acquisition price previously paid for the controlling shareholder’s stake, could improve acceptance among public shareholders, the Special Committee concluded that such price reflected factors unique to that transaction, including a control premium, the timing and terms of the transaction, the results of due diligence, and negotiations with the seller, and therefore was not an appropriate benchmark for determining the cash exit available to dissenting shareholders in the Share Exchange.

The Special Committee also noted that providing only dissenting shareholders with a cash exit at KRW 10,562 per share could give rise to concerns regarding fairness, equal treatment and the principle of equality among shareholders as compared with shareholders participating in the Share Exchange and receiving shares of Woori Financial Group Inc. In addition, if appraisal rights were exercised on a significant scale, this alternative would impose the greatest burden on the Company in terms of cash outflows, its capital adequacy, including the K-ICS ratio, and compliance with the contractual cap on appraisal rights payments under the share exchange agreement.

 

99

By contrast, the alternative of increasing the existing proposed appraisal rights purchase price of KRW 8,505 per share by 10% to KRW 9,356 per share was considered to be a supplemental measure based on the statutory pricing methodology. The Special Committee noted that this alternative would apply equally to all dissenting shareholders and, because it would enhance the cash exit available to dissenting shareholders without modifying either the exchange ratio or the exchange consideration applicable to Tongyang Life Insurance Co., Ltd., it appropriately balanced shareholder protection and transaction certainty. The Special Committee further concluded that this approach was consistent with the policy reflected in the premium and discount range permitted under the FSCMA and the related regulations for determining exchange consideration, provided an objective basis for the amount of the increase, and could be more readily explained to and understood by shareholders.

In this regard, the Special Committee received and considered the opinion of its external legal advisor, Bae, Kim & Lee LLC. Bae, Kim & Lee LLC advised that, after appropriately balancing the interests of minority shareholder protection, transaction certainty and the protection of financial consumers, it would be appropriate to increase the proposed appraisal rights purchase price determined under the FSCMA and the related regulations from KRW 8,505 per share by 10% to KRW 9,356 per share for shareholders opposing the Share Exchange. Based on this legal opinion, the Special Committee concluded that the proposed 10% increase neither disregards the statutory pricing methodology nor modifies the exchange ratio, but instead represents a reasonable adjustment to the Company’s proposed negotiated purchase price for purposes of reaching agreement with dissenting shareholders.

The Special Committee also reviewed the sensitivity analyses and financial impact associated with the exercise of appraisal rights. As of June 30, 2026, the market price of Tongyang Life Insurance Co., Ltd. shares was KRW 7,030 per share, which was below the existing proposed appraisal rights purchase price of KRW 8,505 per share, indicating a relatively high likelihood that appraisal rights would be exercised. Based on the existing proposed appraisal rights purchase price of KRW 8,505 per share, the aggregate amount payable if appraisal rights were exercised with respect to 100% of the eligible shares was estimated to be approximately KRW 293.4 billion. Under the alternative pricing scenarios, the aggregate amount payable was estimated to increase by approximately KRW 7.4 billion if the purchase price were increased to KRW 8,720 per share, by approximately KRW 29.3 billion if increased to KRW 9,356 per share (representing the 10% premium), and by approximately KRW 70.9 billion if increased to KRW 10,562 per share, corresponding to the acquisition price previously paid for the controlling shareholder’s stake.

The Special Committee confirmed that the exercise of appraisal rights would have only a limited impact on the Company’s earnings, although, depending on the level of participation, it could affect the Company’s liquidity and capital adequacy metrics, including its K-ICS ratio. The Special Committee concluded that the proposed 10% increase would substantially reduce the additional cash outflow compared with the alternative based on the controlling shareholder acquisition price while still providing a meaningful enhancement to the cash exit available to dissenting shareholders. The Special Committee also considered that, as a life insurance company, Tongyang Life Insurance Co., Ltd. must maintain stable solvency and capital adequacy, and that excessive cash outflows could be undesirable from the standpoint of protecting financial consumers.

The Special Committee further considered the relationship between any increase in the proposed appraisal rights purchase price and the contractual cap on appraisal rights payments under the share exchange agreement. Because the share exchange agreement contains a cap on the aggregate amount payable in respect of appraisal rights, the Special Committee recognized that an excessive increase in the appraisal rights purchase price could increase the aggregate amount payable, even if the number of shares subject to appraisal rights remained unchanged, thereby increasing the likelihood that the contractual cap would be exceeded.

 

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In addition, the Special Committee considered the potential harm to shareholders and the likelihood of shareholder complaints if the Share Exchange were not completed. If the transaction were terminated, shareholders opposing the share exchange could lose their opportunity to obtain liquidity through the exercise of appraisal rights, while shareholders who supported or intended to participate in the share exchange could lose the opportunity to receive shares of Woori Financial Group Inc. In addition, if market conditions were to change following approval of the Share Exchange, shareholders could become exposed to market prices lower than those prevailing at the time the transaction was approved. In light of these considerations, the Special Committee concluded that the amount of any increase in the proposed appraisal rights purchase price should appropriately balance the objectives of protecting public shareholders, reducing the risk that the transaction would not be completed, promoting transaction certainty, protecting financial consumers, and ensuring fairness among shareholders.

Based on the foregoing legal and financial analyses, the Special Committee concluded that, after balancing the interests of public shareholder acceptance, the likelihood of completing the transaction, the protection of financial consumers, and fairness between shareholders participating in the share exchange and dissenting shareholders exercising appraisal rights, increasing the proposed appraisal rights purchase price from KRW 8,505 per share to KRW 9,356 per share, representing a 10% increase, would constitute a reasonable supplemental measure that appropriately balances the protection of public shareholders and transaction certainty.

Accordingly, at its fifth meeting, the Special Committee of Tongyang Life Insurance Co., Ltd. recommended to the Board of Directors that the Appraisal Rights Purchase Price be increased by 10%, from the current KRW 8,505 to KRW 9,356, and requested that the Board make the final determination and approval regarding whether to adopt such change and its specific terms. The Special Committee further requested that the Company fully reflect in the amended Registration Statement and the Report on Material Events the background for the change to the Appraisal Rights Purchase Price, the methodology used to determine the revised price, the opinion of the external legal advisor, the financial impact of the change, its relationship to the cap on the aggregate amount payable upon the exercise of appraisal rights under the Share Exchange Agreement, matters requiring investors’ attention, and the purpose of enhancing the protection of minority shareholders.

(c) Details of the Special Committee’s Review of Conflicts of Interest Among Shareholders

[Woori Financial Group Co., Ltd.]

At the third meeting held on April 14, 2026, the committee members engaged in a question-and-answer session with external advisors and discussed the possibility of direct harm to shareholders and potential conflicts of interest among shareholders based on the reports provided by the external advisors. The Committee members (1) concurred that resolving the dual listing issue through the Comprehensive Share Exchange would yield positive effects for the shareholders of Woori Financial Group Inc., having reviewed past cases in which the parent company’s share price increased following the delisting of its subsidiaries; (2) anticipated that, should Tongyang Life Insurance Co., Ltd. become a wholly owned subsidiary of Woori Financial Group Inc., it would establish an efficient management structure capable of responding flexibly to changes in the external environment, thereby enabling the development of new business lines through expeditious and efficient decision-making; and (3) recognized that a merger, as an alternative to the Share Exchange, would result in deterioration of the financial structure of Woori Financial Group Inc.

The Board of Directors of Woori Financial Group Inc. considered whether the Share Exchange would give rise to any conflicts of interest among Woori Financial Group Inc.’s shareholders and concluded as follows.

- Woori Financial Group Inc. is a financial holding company without a controlling shareholder, as its shares are widely held rather than controlled by an individual shareholder or corporate group through concentrated ownership. Although new shares of Woori Financial Group Inc. will be issued in connection with the comprehensive share exchange, the resulting dilution is expected to be limited to approximately 1.2%, and the dilutive effect will apply proportionately to all shareholders based on their respective shareholdings. Accordingly, the Board concluded that it was unlikely that the transaction would result in decision-making that disproportionately benefits or disadvantages any particular shareholder.

-In addition, the anticipated long-term enhancement of shareholder value resulting from the acquisition of 100% ownership of Tongyang Life Insurance Co., Ltd. will likewise accrue proportionately to all shareholders based on their respective shareholdings. Accordingly, the Board concluded that the Share Exchange would not give rise to any conflicts of interest among the shareholders of Woori Financial Group Inc.

 

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The Board also considered the transaction from the perspective of Tongyang Life Insurance Co., Ltd.’s minority shareholders and concluded that the likelihood of prejudice to their interests as a result of the proposed comprehensive share exchange was low, for the following reasons.

-Following the adoption of IFRS 17 and the introduction of the policyholder dividend reserve regime in 2023, Tongyang Life Insurance Co., Ltd. is expected to have limited capacity to pay dividends to its shareholders for a certain period because of insufficient distributable profits under the KCC (negative KRW 1.5 trillion as of 2025). By contrast, if Tongyang Life Insurance Co., Ltd.’s shareholders receive shares of Woori Financial Group Inc. through the Comprehensive Share Exchange, they will become shareholders of Woori Financial Group Inc. and will be able to participate in Woori Financial Group Inc.’s shareholder return program, including cash dividends and share repurchases and cancellations, with an expected shareholder payout ratio of more than 30%. Accordingly, they are expected to benefit from the enhancement of shareholder value resulting from the acquisition of 100% ownership of Tongyang Life Insurance Co., Ltd. The Board also considered that shareholders opposing the Comprehensive Share Exchange may elect either to sell their shares in the market or to exercise their appraisal rights.

*Average total shareholder payout ratio (including cash dividends and share repurchases and cancellations) for 2023–2025: 34.6%.

Meanwhile, in the course of reviewing the fairness and appropriateness of the Share Exchange, the Special Committee of Woori Financial Group Inc. considered, on an issue-by-issue basis, whether matters other than the Share Exchange ratio required review. In doing so, the Special Committee determined that certain matters did not constitute principal considerations in assessing the fairness of the transaction in light of its nature and purpose and, accordingly, did not conduct a separate review of those matters. The reasons for not conducting such reviews are described below.

The Special Committee did not separately review the difference between the acquisition price paid by Woori Financial Group Inc. in connection with its acquisition of shares of Tongyang Life Insurance Co., Ltd. in 2024 and the exchange consideration in the proposed comprehensive share exchange, because it concluded that the two transactions differed fundamentally in their purpose, structure and nature and therefore were not directly comparable.

The Comprehensive Share Exchange is independent of Woori Financial Group Inc.’s acquisition of the controlling interest in Tongyang Life Insurance Co., Ltd. from its former controlling shareholders, Dajia Insurance and Anbang Group Hong Kong. The two transactions occurred at different times, served different purposes and were subject to different acquisition procedures, pricing methodologies and applicable legal requirements.

On August 28, 2024, Woori Financial Group Inc. entered into a share purchase agreement with Dajia Insurance and Anbang Group Hong Kong and, on July 1, 2025, acquired Tongyang Life Insurance Co., Ltd. as a subsidiary. The acquisition price for the controlling interest reflected not only the value of the shares of Tongyang Life Insurance Co., Ltd. but also various additional considerations, including the strategic benefits of expanding the Group’s insurance business and strengthening its business portfolio, the value associated with obtaining management control, including the right to appoint the chief executive officer and constitute the board of directors, and the seller’s indemnification obligations. The acquisition price was ultimately determined through negotiations between the parties after taking these and other relevant factors into account. Although the portion of the acquisition price that exceeded the then-current market price is generally described as representing a control premium, a control premium is not a separately determined amount that is fixed in advance and simply added to the market price. Rather, it is an ex post concept referring to the difference between the negotiated acquisition price and the prevailing market price after considering the results of due diligence and the overall transaction terms.

 

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By contrast, the Comprehensive Share Exchange is being undertaken after Woori Financial Group Inc. has already acquired management control through its ownership of 77.90% of the outstanding shares of Tongyang Life Insurance Co., Ltd. The purpose of the transaction is to improve the management efficiency of Tongyang Life Insurance Co., Ltd. and to enable Woori Financial Group Inc. to implement its business development strategy efficiently without potential conflicts of interest involving minority shareholders, thereby supporting the long-term enhancement of Tongyang Life Insurance Co., Ltd.’s corporate value. In addition, under the KCC and the FSCMA and the regulations thereunder, the Share Exchange consideration must be determined in accordance with prescribed procedures and methodologies.

Meanwhile, qsuestions have also been raised regarding the bargain purchase gain recognized in connection with the prior acquisition of the controlling interest. In this regard, the Company notes the following.

A bargain purchase gain is a one-time accounting gain recognized in connection with the acquisition of a controlling interest and is determined through a purchase price allocation (PPA). Woori Financial Group Inc. recognized a bargain purchase gain of KRW 2,256 per share in connection with its acquisition of the controlling interest. By contrast, because the Comprehensive Share Exchange constitutes an equity transaction, no bargain purchase gain will be recognized under the applicable accounting standards. Accordingly, a direct comparison between the two transactions is not meaningful.

Nevertheless, for informational purposes, assuming that the remaining non-controlling interest (22.1%) were acquired for cash at the Share Exchange consideration of KRW 8,720 per share, the estimated bargain purchase gain per share as of December 31, 2025 is set forth below. This amount is a simplified estimate only and does not represent the actual valuation that would result from a purchase price allocation.

(1) Assuming that the non-controlling interest in Tongyang Life Insurance Co., Ltd. is equal to the non-controlling ownership percentage of net assets (22.1%)

As of the end of June 2025, the date on which Woori Financial Group Inc. acquired the controlling interest, Tongyang Life Insurance Co., Ltd.’s net assets (after deducting hybrid capital securities) amounted to KRW 1,793.2 billion. Assuming that 22.1% of such net assets represented the non-controlling interest, the non-controlling interest would have amounted to KRW 396.3 billion and the controlling interest would have amounted to KRW 1,396.9 billion. Based on this assumption, subtracting the purchase consideration of KRW 1,282.0 billion paid to acquire the controlling shareholder’s interest (KRW 10,562 per share multiplied by 121,565,627 shares) from the implied value of the controlling interest of KRW 1,396.9 billion results in an estimated bargain purchase gain at the time of the acquisition of the controlling interest of KRW 114.9 billion, or approximately KRW 945 per share.

As of the end of 2025, the assumed effective time of the Share Exchange, Tongyang Life Insurance Co., Ltd.’s net assets (after deducting hybrid capital securities) amounted to KRW 2,093.7 billion. Assuming that 22.1% of such net assets represented the non-controlling interest, the non-controlling interest would have amounted to KRW 462.7 billion and the controlling interest would have amounted to KRW 1,631.0 billion. Based on this assumption, subtracting the consideration for the acquisition of the non-controlling interest of KRW 300.8 billion (KRW 8,720 per share multiplied by 34,496,954 shares) from the implied value of the non-controlling interest results in an estimated bargain purchase gain at the time of the Share Exchange of KRW 161.9 billion, or approximately KRW 4,693 per share.

(2) Assuming that the non-controlling interest in Tongyang Life Insurance Co., Ltd. is measured based on its carrying amount as of the end of 2025*

As of the end of 2025, the carrying amount of the non-controlling interest in Tongyang Life Insurance Co., Ltd. for accounting purposes was KRW 305.9 billion. Subtracting the consideration for the acquisition of the non-controlling interest of KRW 300.8 billion (KRW 8,720 per share multiplied by 34,496,954 shares) results in an estimated bargain purchase gain at the time of the Share Exchange of KRW 5.1 billion, or approximately KRW 147 per share.

* See Note 1, “General Information—(7)1) Table of Accumulated Non-controlling Interests as of the End of the Reporting Period,” to the consolidated audited financial statements included in Woori Financial Group Inc.’s Annual Report for 2025 filed through the Electronic Disclosure System.

 

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Unlike the bargain purchase gain recognized in connection with the prior acquisition of the controlling shareholder’s interest, the estimates in (1) and (2) above do not reflect any control premium. In addition, there may be other reasonable methodologies for estimating the bargain purchase gain. Investors should take these limitations into account in making their investment decisions.

The Share Exchange is independent of the prior acquisition of the controlling interest, differs in purpose from that transaction and is governed by a different legal framework. In addition, approximately two years have elapsed between the two transactions. Accordingly, the Board concluded that there is no objective basis for concluding that, solely because the acquisition price paid to the former controlling shareholder included a control premium of approximately 51% over the closing market price on the date of execution of the share purchase agreement, Woori Financial Group Inc. should be required to pay the same amount or adjust the Share Exchange consideration by a corresponding amount in the current Share Exchange, which is a separate transaction with a different nature.

The Special Committee of Woori Financial Group Inc. also did not consider the potential introduction of a mandatory tender offer regime or potential changes to the methodology for determining the merger consideration for listed companies as matters requiring review prior to the Board’s approval of the Share Exchange. At the time the Share Exchange was under review, various policy proposals and potential institutional reforms relating to the introduction of a mandatory tender offer regime and revisions to the methodology for determining merger consideration for listed companies had been discussed. However, the relevant legislative amendments, the timing of their implementation and the specific details of any such reforms had not been finalized.

Under these circumstances, the Special Committee of Woori Financial Group Inc. concluded that it would not be reasonable to assess the fairness or appropriateness of the Share Exchange based on potential changes to legal or regulatory requirements that had not yet been adopted. The Share Exchange was structured in accordance with the laws and regulations in effect at the time the transaction was approved, and the Special Committee therefore concluded that the fairness and appropriateness of the transaction should be evaluated based on the then-applicable legal framework and prevailing market practice. Accordingly, the Special Committee focused its review on the purpose, structure and procedures of the Share Exchange, as well as the protection afforded to minority shareholders, and did not separately consider the possible introduction of a mandatory tender offer regime or changes to the methodology for determining merger consideration.

[Tongyang Life Insurance Co., Ltd.]

The members of the Special Committee of Tongyang Life Insurance Co., Ltd. determined, beginning with the first meeting of the Special Committee, that once the Comprehensive Share Exchange and the delisting of the Company are completed, minority shareholders will cease to be shareholders of Tongyang Life Insurance Co., Ltd. and, accordingly, potential conflicts of interest may arise between the controlling shareholder, Woori Financial Group Inc., and the minority shareholders. As a result, the Special Committee concluded that measures to protect the interests of minority shareholders, including the appropriateness of the timing of the share exchange and the application of any exchange premium, should be carefully reviewed.

In particular, the Special Committee of Tongyang Life Insurance Co., Ltd. focused its review on the methodology used to determine the exchange ratio, precedents involving the application of discounts and premiums, and whether such discounts or premiums should be applied in the Share Exchange. Based on the opinions of its external advisors, the Special Committee discussed whether the exchange ratio was reasonable in light of applicable laws and regulations and prevailing market practice. In addition, we reviewed whether the cancellation of treasury shares could mitigate concerns regarding the dilution of existing shareholders’ equity value and contribute to enhancing per-share value, as well as the timing of such cancellation and its potential market impact. In addition, the Special Committee agreed that information relating to the transaction should be provided sufficiently to public and minority shareholders. Accordingly, it discussed various aspects of the manner and scope of information disclosure so that matters relating to the transaction structure, exchange ratio and procedures for the exercise of shareholder rights could be explained more comprehensively through FAQs, shareholder communications and question-and-answer sessions. The Special Committee also expressed the view that shareholder communication measures for minority shareholders and other shareholders should be strengthened from the perspective of minority shareholders.

 

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Through question-and-answer sessions with the external advisors, the members of the Special Committee discussed the fact that the Share Exchange would not result in the payment of cash to the shareholders of Tongyang Life Insurance Co., Ltd. and their consequent removal as shareholders. Rather, shareholders would receive shares of the parent company, which are expected to have greater liquidity, thereby enabling the existing shareholders of Tongyang Life Insurance Co., Ltd. to continue to participate in and share in the parent company’s performance as shareholders of the parent company even after the delisting of Tongyang Life Insurance Co., Ltd. is completed.

The Special Committee of Tongyang Life Insurance Co., Ltd. recognized that, because the Comprehensive Share Exchange involves Woori Financial Group Inc., as the controlling shareholder of Tongyang Life Insurance Co., Ltd., acquiring the shares held by the remaining public shareholders in exchange for newly issued shares of Woori Financial Group Inc., thereby making Tongyang Life Insurance Co., Ltd. a wholly owned subsidiary and delisting its shares, the transaction could give rise to potential conflicts of interest between the controlling shareholder and the public shareholders.

Against this backdrop of potential structural conflicts of interest, the Special Committee considered whether the transaction would improperly favor the interests of any particular shareholder or unfairly prejudice the interests of Tongyang Life Insurance Co., Ltd.’s public shareholders. Based on the external accounting advisor’s analysis of the fairness of the Share Exchange ratio and the external legal advisor’s opinions regarding procedural fairness and potential conflicts of interest, the Special Committee considered the purpose of the transaction, the methodology used to determine the Share Exchange ratio, the appropriateness of applying any discount or premium, appraisal rights, the cancellation of treasury shares and shareholder communication measures.

In addition, the Special Committee agreed that transaction-related information should be made available to public and minority shareholders in a sufficient and transparent manner. Accordingly, it discussed various approaches to the method and scope of information disclosure so that the transaction structure, the Share Exchange ratio and the procedures for exercising shareholder rights could be more fully explained through frequently asked questions (FAQs), shareholder presentations and question-and-answer materials. The Special Committee further recommended that the Company strengthen its communication with shareholders, particularly minority shareholders.

Accordingly, although the Special Committee recognized that the transaction presented the potential for structural conflicts of interest, it concluded that, after taking into account the legitimate business purpose of the transaction, the objectivity of the methodology used to determine the Share Exchange ratio, the review conducted by external advisors, the availability of appraisal rights, the cancellation of treasury shares and the procedures for providing information to shareholders, the likelihood of any actual conflict of interest resulting in an improper transfer of value to a particular shareholder or prejudice to the interests of Tongyang Life Insurance Co., Ltd.’s public shareholders was limited.

[Detailed Questions and Responses with External Advisors Regarding Potential Conflicts of Interest Among Shareholders]

The Special Committee of Tongyang Life Insurance Co., Ltd. noted that, in comparable transactions, separate financial advisors are generally retained for the buyer and the seller. The Special Committee therefore asked whether the fact that Samil PricewaterhouseCoopers performed the valuation of both Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. could give rise to any conflict of interest in determining the valuation of the two companies from the perspective of Tongyang Life Insurance Co., Ltd.’s minority shareholders.

-Samil PricewaterhouseCoopers explained that, as an independent external advisor, it conducted objective valuations of both companies and that procedural fairness is more important than whether the same valuation firm is engaged for both parties. It further explained that concerns could arise if the valuation methodology reflected the position of a particular company; however, the valuation assumptions and estimates prepared by Samil PricewaterhouseCoopers were based primarily on market data.

 

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-Samil PricewaterhouseCoopers further explained that its role was to assess the appropriateness of the reference market price by comparing it with the results of the intrinsic value and market approaches, rather than to determine the Share Exchange ratio itself. Accordingly, it concluded that any potential concerns regarding conflicts of interest were mitigated.

The Special Committee of Tongyang Life Insurance Co., Ltd. also inquired whether it is customary for a single independent valuation firm to perform the valuation in a comprehensive share exchange transaction.

-Samil PricewaterhouseCoopers (external advisor) explained that there are numerous precedents in which a single valuation firm performed the valuation for both parties. It further explained that, given the specialized nature of the insurance industry and the need to understand the overall holding company group structure in this transaction, a valuation conducted by a single firm applying a consistent methodology was considered more appropriate than separate valuations performed by different firms using different methodologies.

-Bae, Kim & Lee LLC (legal advisor) explained that, although the appointment of an independent valuation firm is not legally required for a listed company with a readily ascertainable market price, Tongyang Life Insurance Co., Ltd., in light of directors’ fiduciary duties to shareholders, had established the Special Committee and obtained and considered the opinions of external advisors in evaluating the transaction. The legal advisor further explained that, although retaining a separate valuation firm could enhance the appearance of independence, it could also create confusion by applying different valuation methodologies and, accordingly, did not believe that the engagement of a single valuation firm presented any internal governance concerns.

The Special Committee of Tongyang Life Insurance Co., Ltd. acknowledged that, from a practical perspective, it was understandable for the same accounting firm to perform the valuation in light of Samil PricewaterhouseCoopers’ familiarity with the holding company portfolio and the insurance industry. However, the Special Committee noted that, because a comprehensive share exchange has traditionally been viewed as a transaction that is more favorable to the parent company, although there is no statutory requirement to the contrary, a more comprehensive explanation should be provided, from the standpoint of potential conflicts of interest, regarding the appropriateness of having the same accounting firm perform the valuation for both parties.

ø Third Meeting of the Special Committee – Report (by Bae, Kim & Lee LLC)

Q. The Special Committee requested that the external advisors assess whether the engagement of the same accounting firm as that retained by Woori Financial Group Inc. could give rise to any conflicts of interest.

A. Bae, Kim & Lee LLC responded that, although Samil PricewaterhouseCoopers provides advisory services to both parties, it did not believe that the engagement would give rise to any significant conflict of interest concerns, for the following reasons:

(i) The nature of Samil PricewaterhouseCoopers’ engagement does not give rise to significant conflict of interest concerns.

-In a share exchange between listed companies, the Share Exchange ratio is determined in accordance with the FSCMA, and the appointment of an independent valuation firm is not required by law.

-Samil PricewaterhouseCoopers was engaged solely to provide a supplemental assessment of whether the Share Exchange ratio determined under the FSCMA falls within a reasonable valuation range in light of the fair values of the respective companies. The Share Exchange ratio is not determined based on Samil PricewaterhouseCoopers’ valuation and, accordingly, its engagement is not directly linked to the interests of either party.

-Samil PricewaterhouseCoopers independently and objectively determines the intrinsic value of each company’s shares using methodologies such as the discounted cash flow method. Its engagement is therefore not structured in a manner that would permit it to advocate for or reflect the interests of either party.

(ii) The engagement of the same accounting firm promotes consistency and comparability in the valuation methodology.

-From a practical perspective, there is a need for the same accounting firm to perform the valuation of both companies.

 

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-If different accounting firms were engaged, differences in valuation methodologies, discount rate assumptions, the selection of comparable companies and other valuation assumptions could inevitably arise, which could instead undermine the objectivity of the determination of the Share Exchange ratio.

-By engaging the same accounting firm, the valuations are prepared using consistent assumptions and methodologies, thereby producing a more reliable and internally consistent basis for assessing the Share Exchange ratio.

-In addition, there is no legal prohibition against the same independent valuation firm conducting valuations for both parties, and it is understood that the supervisory authorities have not regarded this practice as problematic.

(iii) Contractual safeguards have been implemented to prevent conflicts of interest.

-The engagement agreement between Tongyang Life Insurance Co., Ltd. and Samil PricewaterhouseCoopers expressly includes provisions requiring the prevention of conflicts of interest.

-These contractual provisions were included as safeguards against any potential conflicts of interest that might arise.

ø Third Meeting of the Special Committee – Report (by Samil PricewaterhouseCoopers)

Q. The Special Committee requested that the external advisors assess whether the engagement of the same accounting firm as that retained by Woori Financial Group Inc. could give rise to any conflicts of interest.

A. Samil PricewaterhouseCoopers explained that the Share Exchange ratio in this transaction is determined based on the reference market price in accordance with the FSCMA, and that market practice regarding the engagement of valuation firms may vary depending on the structure of the particular transaction. It further explained that a valuation firm provides advice regarding the basis for, and the reasonableness of, the Share Exchange ratio within the framework of the applicable laws, regulations and guidelines, and that the scope of the engagement, fee arrangements and services are generally structured to reflect customary independence considerations.

ø Considerations Relating to the Engagement of a Single Valuation Firm

(i) Whether the appointment of an external valuation advisor is mandatory

-Under the FSCMA and the Enforcement Decree thereunder, the Share Exchange ratio for a comprehensive share exchange between listed companies is determined based on market price.

-Where, as in this transaction, the Share Exchange ratio is determined based on the applicable market price, the appointment of an external valuation advisor to perform an independent valuation is not legally required.

-The manner in which an external valuation advisor is engaged is separate from the methodology for determining the Share Exchange ratio and may be determined in light of the structure of the transaction and the need to enhance fairness.

(ii) Compliance with the Guidelines on Directors’ Standards of Conduct

-One of the measures contemplated by the Guidelines to enhance procedural fairness is to strengthen the expertise of the Special Committee by obtaining advice from an independent external advisor and making decisions after considering such advisor’s opinion.

-The Guidelines do not require the appointment of either a single or multiple external advisors. Rather, they contemplate that the manner in which external advisors are utilized may vary depending on the characteristics of the transaction.

(ø Given the limited number of qualified advisory firms, including accounting firms, it may not be practical to recommend that multiple advisors be retained in every transaction.)

(iii) Measures to enhance procedural fairness and the reasonableness of the Share Exchange ratio

 

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-All of the fairness-enhancing measures contemplated by the Guidelines have been implemented, including consultation with the Special Committee, review by independent external advisors and comprehensive disclosure to shareholders.

-To assess the reasonableness of the Share Exchange ratio, Samil PricewaterhouseCoopers performed cross-checks using multiple valuation methodologies and presented valuation ranges and sensitivity analyses based on the reference market price, intrinsic value (MVS/DCF) and market approaches (Trading Multiples and Transaction Multiples), thereby enhancing the reliability and explainability of the valuation conclusions.

(iv) Consideration of the transaction structure and consistency of the valuation

-Because Woori Financial Group Inc. owns approximately 75% of the outstanding shares of Tongyang Life Insurance Co., Ltd., the value of Woori Financial Group Inc.’s equity inherently reflects the value of its investment in Tongyang Life Insurance Co., Ltd.

-Under this ownership structure, if separate accounting firms were to perform intrinsic value analyses using different assumptions and methodologies, inconsistencies in the valuation results could arise.

-In addition, the accounting firm’s compensation consists of a fixed fee that is not contingent upon the consummation of the transaction, and the fee is shared equally by both parties, thereby reinforcing the accounting firm’s independence and avoiding any economic interest in the outcome of the transaction.

ø Precedents for the Engagement of a Single Valuation Firm

-Because the Ministry of Justice’s Guidelines on Directors’ Standards of Conduct were issued only recently, on February 25, 2026, no precedent involving the engagement of a single accounting firm after the issuance of the Guidelines has been identified.

 

○

Valuation in connection with the share exchange between Naver Financial Corporation and Dunamu Inc.

-Engagement parties: Naver Financial Corporation, Dunamu Inc. and Samil PricewaterhouseCoopers (tripartite engagement agreement).

-Scope of engagement: The parties jointly appointed Samil PricewaterhouseCoopers as the sole valuation firm to assess the share exchange ratio

- Naver Financial Corporation (a subsidiary of the listed company Naver Corporation) and Dunamu Inc. (an unlisted company).

Data: Provided by Tongyang Life Insurance Co., Ltd.

However, the Special Committee of Tongyang Life Insurance Co., Ltd. concluded that, because this transaction contemplates the delisting of the shares of Tongyang Life Insurance Co., Ltd. and is structured as an acquisition by Woori Financial Group Inc., the controlling shareholder, of the remaining equity interests in Tongyang Life Insurance Co., Ltd., additional measures were warranted to more fully address potential conflicts of interest from the perspective of the minority shareholders. In particular, taking into consideration that certain shareholders and the financial regulatory authorities had raised concerns regarding the difference between the acquisition price paid for the controlling shareholder’s interest and the exchange consideration in the Share Exchange, the fairness of the exchange ratio, and the independence of the external valuation firm, the Special Committee considered appointing an additional independent external valuation firm, separate from the existing accounting advisor, to re-evaluate the appropriateness of the exchange consideration and the exchange ratio.

 

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Accordingly, to reflect the need to protect the interests of the minority shareholders, Tongyang Life Insurance Co., Ltd. appointed Deloitte Anjin LLC as an additional external valuation firm separate from the existing valuation firm. In selecting Deloitte Anjin LLC, the Company evaluated, among other things, whether Deloitte Anjin LLC had any special relationship or conflict of interest with the existing valuation firm, the transaction parties, the principal shareholders, or the advisors; whether any grounds existed under the Financial Investment Services and Capital Markets Act that would restrict Deloitte Anjin LLC from serving as an external valuation firm; whether Deloitte Anjin LLC possessed relevant experience and dedicated personnel with respect to valuations in connection with mergers and acquisitions, share exchanges involving listed companies, and financial institutions; whether Deloitte Anjin LLC would be able to issue its valuation report within the timetable for the submission of the amended registration statement; and whether Deloitte Anjin LLC maintained appropriate internal review and quality control procedures.

Deloitte Anjin LLC conducted an additional review of the objectivity and appropriateness of the Share Exchange ratio from the perspective of the minority shareholders of Tongyang Life Insurance Co., Ltd. The results of its review will be reported to the Special Committee and the Board of Directors and reflected in the amendments to the Registration Statement and the Report on Material Events. The Special Committee determined that the additional review conducted by Deloitte Anjin LLC would mitigate potential conflict-of-interest concerns that could arise from relying on a single accounting firm for the valuation process and would enhance the objectivity and procedural fairness of the determination of the Share Exchange ratio.

[Whether to Apply a Discount or Premium in Determining the Share Exchange Ratio and the Related Decision-Making Process]

Given that both Tongyang Life Insurance Co., Ltd. and Woori Financial Group Inc. are listed companies, the exchange consideration for the Share Exchange was determined in accordance with Article 165-4 of the FSCMA, Article 176-5(1) and Article 176-6(2) of the Enforcement Decree thereof. Specifically, using April 23, 2026, the day immediately preceding the earlier of April 24, 2026, the date of the board resolutions approving the Share Exchange, and April 29, 2026, the date of execution of the Comprehensive Share Exchange Agreement, as the reference date, the share exchange consideration was determined based on the arithmetic average of the one-month volume-weighted average closing price, the one-week volume-weighted average closing price, and the most recent closing price of the common shares of each company.

Meanwhile, although the applicable laws and regulations permit the application of a discount or premium to the reference market price within prescribed limits in a comprehensive share exchange between listed companies, the Special Committee of Tongyang Life Insurance Co., Ltd., recognizing that the Share Exchange presented the potential for conflicts of interest between Woori Financial Group Inc., as the controlling shareholder, and the public shareholders of Tongyang Life Insurance Co., Ltd., separately considered whether it was appropriate or necessary, from the perspective of protecting Tongyang Life Insurance Co., Ltd.’s public shareholders, to apply a premium to the Share Exchange consideration for Tongyang Life Insurance Co., Ltd.

At the first meeting of the Special Committee held on April 9, 2026, the members discussed whether a discount or premium could or should be applied to the reference market price of Tongyang Life Insurance Co., Ltd., which served as the basis for determining the Share Exchange ratio. During the meeting, Bae, Kim & Lee LLC, the external legal advisor, explained that, in a comprehensive share exchange between listed companies, the Share Exchange consideration is determined based on the reference market price in accordance with the applicable capital markets laws and regulations, although a discount or premium may be applied within the limits permitted by law. Samil PricewaterhouseCoopers, the external accounting advisor, further advised that, although the reference market price serves as the statutory basis for determining the Share Exchange ratio, it is appropriate to perform a supplemental review to assess whether the reference market price adequately reflects the intrinsic values of the companies and prevailing market conditions.

 

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Accordingly, the members discussed whether relying solely on the reference market price methodology was appropriate from the perspective of protecting Tongyang Life Insurance Co., Ltd.’s minority shareholders or whether it would be appropriate to apply a separate premium to Tongyang Life Insurance Co., Ltd.’s reference market price. The members inquired as to whether any discount or premium should be considered in light of the interests of minority shareholders. Tongyang Life Insurance Co., Ltd. explained that, because Tongyang Life Insurance Co., Ltd.’s price-to-book ratio (P/B) was higher than that of Woori Financial Group Inc., the value of Tongyang Life Insurance Co., Ltd. appeared to be more fully reflected in its market price at that time. Accordingly, the Company explained that additional review would be necessary to determine whether there was an objective basis or need for applying a premium. The Company also stated that it would consult with Woori Financial Group Inc. and conduct further internal review with its external advisors regarding the appropriateness of applying a premium before reporting its findings to the Special Committee.

Accordingly, on April 9, 2026, the Special Committee of Tongyang Life Insurance Co., Ltd. requested that the Special Committee of Woori Financial Group Inc. consider whether it would be appropriate to apply a premium to the Share Exchange consideration for Tongyang Life Insurance Co., Ltd. in determining the Share Exchange ratio, and the short-, medium- and long-term economic benefits that shareholders of Tongyang Life Insurance Co., Ltd. would be expected to enjoy after becoming shareholders of Woori Financial Group Inc. upon completion of the Share Exchange.

Subsequently at its second meeting held on April 14, 2026, the Special Committee reviewed the conclusions of the external legal advisor and the external accounting advisor, as well as the responses to the questions raised at the first meeting. In the course of its review, the Special Committee examined recent precedents involving comprehensive share exchanges by financial holding companies and other listed companies. It confirmed that, in all comprehensive share exchange transactions involving financial holding companies during the preceding ten years, the reference market price methodology had been used without the application of any separate discount or premium. The Special Committee also identified certain comprehensive share exchange transactions involving other listed companies in which a modest premium had been applied to the subsidiary’s shares. However, those cases involved special circumstances, including transactions in which the consideration was paid in cash, transactions raising concerns regarding the squeeze-out of minority shareholders or transactions preceded by a tender offer that resulted in a disparity between the tender offer price and the reference market price.

After considering the requests made by the Special Committee of Tongyang Life Insurance Co., Ltd., the Special Committee of Woori Financial Group Inc. responded by an official letter dated April 15, 2026. In its response, the Woori Financial Group’s Special Committee stated that, based on the analysis performed by an independent external accounting firm, the share exchange ratio determined under the current reference market price method fell within the reasonable valuation range derived from multiple valuation methodologies, including the intrinsic value approach and the market approach. The Special Committee further noted that, although the FSCMA permits the reference market price to be adjusted by up to ±10% in a comprehensive share exchange between affiliated companies, the reference market price constitutes an objective measure reflecting publicly available information, market supply and demand, market expectations regarding both companies and period-average prices designed to mitigate short-term price volatility. Accordingly, where cross-checks using multiple valuation methodologies confirm that the reference market price falls within a reasonable valuation range, the Special Committee concluded that refraining from making discretionary adjustments would be more appropriate from the standpoint of market acceptance.

The Special Committee of Woori Financial Group Inc. also considered that the Share Exchange would result in the issuance of new shares representing approximately 1.2% of Woori Financial Group Inc.’s outstanding shares, thereby causing dilution to the existing shareholders of Woori Financial Group Inc., while the shareholders of Tongyang Life Insurance Co., Ltd. would become shareholders of Woori Financial Group Inc. and would thereafter participate in Woori Financial Group Inc.’s shareholder return policy and corporate value enhancement initiatives. Accordingly, the Special Committee concluded that a premium should be applied only where there is a clear and objectively supportable basis for such adjustment. In the absence of such a basis, applying a premium could give rise to concerns regarding arbitrary adjustment of the Share Exchange ratio and objections from the shareholders of both companies. Therefore, the Special Committee concluded that applying the reference market price without adjustment represented the most neutral and readily supportable approach.

 

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In response, the Special Committee of Tongyang Life Insurance Co., Ltd. convened its third meeting on April 20, 2026, to comprehensively reconsider the response received from the Special Committee of Woori Financial Group Inc., the conclusions of the external legal advisor and the external accounting advisor, measures to enhance shareholder value and protect minority shareholders, shareholder communication plans and other key considerations. Following this review, the Special Committee concluded that the present transaction was distinguishable from prior transactions in which a tender offer had preceded the Share Exchange and subsequent divergent movements in the share prices of the parties required adjustments to eliminate disparities between the tender offer price, or the Share Exchange ratio determined as of the expiration of the tender offer, and the Share Exchange ratio determined at the relevant valuation date. The Special Committee further considered that the Share Exchange ratio had been determined using the reference market price methodology prescribed by applicable laws and regulations, that the ratio fell within the reasonable valuation range established through multiple valuation methodologies reviewed by the external accounting advisor and that, in prior comprehensive share exchanges involving financial holding companies, the reference market price methodology had consistently been applied without any separate discount or premium.

Based on the foregoing, Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. determined not to apply any separate premium or discount to the Share Exchange consideration for Tongyang Life Insurance Co., Ltd. and instead to apply, without adjustment, the Share Exchange consideration determined under the reference market price methodology prescribed by applicable laws and regulations. Accordingly, no separate premium or discount was applied to the Share Exchange consideration for Tongyang Life Insurance Co., Ltd. in determining the final Share Exchange ratio, and the final Share Exchange ratio reflects the direct application of the Share Exchange consideration determined under the reference market price methodology. As a result, the final Share Exchange consideration was determined to be KRW 34,589 per common share of Woori Financial Group Inc. and KRW 8,720 per common share of Tongyang Life Insurance Co., Ltd., and the final Share Exchange ratio was fixed at 1 share of Woori Financial Group Inc. common stock for 0.2521056 shares of Tongyang Life Insurance Co., Ltd. common stock.

The process by which Tongyang Life Insurance Co., Ltd. considered whether to apply a discount or premium, together with the related decision-making process and key dates, is summarized below.

 

Date		Summary
April 9, 2026		The Special Committee of Tongyang Life Insurance Co., Ltd., at its first meeting, held its initial discussion regarding the possibility of applying a discount or premium to the reference market price of Tongyang Life Insurance Co., Ltd. in determining the Share Exchange ratio. -The external legal advisor explained that, although applicable laws and regulations permit the application of a discount or premium in a comprehensive share exchange between listed companies, the reference market price methodology has been used in the majority of precedent transactions. -The external accounting advisor advised that, although the reference market price constitutes the statutory basis for determining the Share Exchange ratio, it was appropriate to assess whether the reference market price adequately reflected the intrinsic value of the two companies and prevailing market conditions. -The members discussed whether relying solely on the reference market price methodology was appropriate from the perspective of protecting Tongyang Life Insurance Co., Ltd.’s minority shareholders and whether a premium should be applied to Tongyang Life Insurance Co., Ltd.’s reference market price. -Management explained that Tongyang Life Insurance Co., Ltd.’s price-to-book ratio (P/B) was higher than that of Woori Financial Group Inc., indicating that the Company’s value was relatively more fully reflected in its market price. Accordingly, management stated that additional analysis would be required to determine whether an objective basis existed for applying a premium and that it would consult with Woori Financial Group Inc. and the Company’s external advisors before reporting its findings to the Special Committee.
April 14, 2026		At its second meeting, the Special Committee received reports from the external legal advisor and the external accounting advisor and conducted a further review of the appropriateness of the Share Exchange ratio, including whether a premium should be applied.   - During this review, the Special Committee confirmed that, in all comprehensive share exchange transactions involving financial holding companies during the preceding ten years, the reference market price methodology had been used without any discount or premium. It also noted that the limited number of transactions involving a premium in the case of non-financial companies generally involved special circumstances, such as cash consideration or adjustments following a prior tender offer.

 

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April 15, 2026		The Special Committee of Woori Financial Group Inc. delivered a written response to the requests made by the Special Committee of Tongyang Life Insurance Co., Ltd.   - Woori Financial Group Inc. stated that, based on the review conducted by an independent external accounting firm, the Share Exchange ratio determined under the reference market price methodology fell within the reasonable valuation range established using multiple valuation methodologies, including the intrinsic value approach and the market approach. - Woori Financial Group Inc. further stated that, absent a clear and objective basis for adjustment, refraining from making discretionary adjustments to the reference market price would be more appropriate from the standpoint of market acceptance and procedural objectivity.
April 20, 2026		At its third meeting, the Special Committee of Tongyang Life Insurance Co., Ltd. comprehensively reconsidered the response from the Special Committee of Woori Financial Group Inc., the conclusions of the external advisors, shareholder value enhancement measures, shareholder communication plans and other key considerations.   -The Special Committee considered the external accounting advisor’s conclusion that the Share Exchange ratio fell within the reasonable valuation range established using multiple valuation methodologies, as well as the stability of Woori Financial Group Inc.’s dividend policy and the expected benefits of its shareholder return program. -The Special Committee also considered, from the perspective of protecting public shareholders, the cancellation of 5,296,004 treasury shares held by Tongyang Life Insurance Co., Ltd. so that no newly issued Woori Financial Group Inc. shares would be issued or delivered in exchange for those treasury shares.
April 24, 2026		The Board of Directors of Tongyang Life Insurance Co., Ltd., based on the recommendations of the Special Committee and the opinions of the external advisors, approved the final Share Exchange ratio.   -Using April 23, 2026, the day immediately preceding the date of the Board’s approval, as the reference date, the reference market price was determined to be KRW 34,589 per share for Woori Financial Group Inc. and KRW 8,720 per share for Tongyang Life Insurance Co., Ltd. Accordingly, the final Share Exchange ratio was fixed at 1 share of Woori Financial Group Inc. common stock for 0.2521056 shares of Tongyang Life Insurance Co., Ltd. common stock. No separate discount or premium was applied to the reference market price of Tongyang Life Insurance Co., Ltd.

[Treatment of Treasury Shares of Tongyang Life Insurance Co., Ltd. and the Decision-Making Process Regarding the Timing of Their Cancellation]

① Decision to Cancel Treasury Shares

At the time the Share Exchange was approved, Tongyang Life Insurance Co., Ltd. held 5,296,004 treasury shares (representing approximately 3.28% of its outstanding shares). The Company considered and compared the following alternatives for the treatment of such treasury shares: (i) canceling the treasury shares prior to the Share Exchange; and (ii) retaining the treasury shares through the Share Exchange, receiving newly issued shares of Woori Financial Group Inc. in exchange for those treasury shares and disposing of such shares at a later date.

The Company first considered canceling the treasury shares so that they would be excluded from the Share Exchange. If the treasury shares were canceled, no newly issued shares of Woori Financial Group Inc. would be issued in exchange for those shares, thereby preventing the issuance of unnecessary new shares in connection with the Share Exchange. In addition, this approach would eliminate potential overhang concerns associated with the future disposition of such newly issued shares and mitigate the dilutive effect resulting from an increase in the number of newly issued shares of Woori Financial Group Inc.

Tongyang Life Insurance Co., Ltd. also considered that the cancellation of treasury shares would not require any cash payment by shareholders and that the benefits resulting from the reduction in the number of outstanding shares would accrue proportionately to all shareholders. In addition, because the cancellation of treasury shares is, for accounting purposes, a reclassification within shareholders’ equity and merely eliminates treasury shares that have already been reflected as a deduction from equity, the cancellation itself would not result in any additional reduction in the Company’s net assets. Accordingly, the Company concluded that the cancellation of the treasury shares represented a direct and transparent approach that would appropriately support the structure of the Share Exchange, the protection of public shareholders, the enhancement of shareholder value and the overall transparency of the transaction.

 

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Next, the Company considered retaining the treasury shares through the Share Exchange, receiving newly issued shares of Woori Financial Group Inc. in exchange for those treasury shares and disposing of such shares thereafter. Under this alternative, however, newly issued shares of Woori Financial Group Inc. would also be issued in respect of the treasury shares held by Tongyang Life Insurance Co., Ltd., thereby increasing the number of new shares that Woori Financial Group Inc. would be required to issue in connection with the Share Exchange. In addition, the retention or subsequent disposition of such Woori Financial Group Inc. shares after the Share Exchange could give rise to potential overhang concerns.

Specifically, if Tongyang Life Insurance Co., Ltd. had not canceled its treasury shares, application of the Share Exchange ratio of 1:0.2521056 would have resulted in the issuance of an additional 1,335,152 newly issued shares of Woori Financial Group Inc. in exchange for those treasury shares. Accordingly, the total number of newly issued shares of Woori Financial Group Inc. issued in connection with the Share Exchange would have increased from 8,696,875 shares (assuming cancellation of the treasury shares) to 10,032,027 shares (assuming no cancellation of the treasury shares).

Comparison of Share Dilution With and Without the Cancellation of Treasury Shares

 

Classification		Cancellation (A)		No Cancellation (B)		Difference (B–A)
Number of Newly Issued Woori Financial Group Shares		8,696,875 shares		10,032,027 shares		+1,335,152 shares
Dilutive Effect		1.19%		1.38%		+0.18%p

As discussed above, if the Share Exchange were completed while Tongyang Life Insurance Co., Ltd. continued to hold its treasury shares, the number of newly issued shares of Woori Financial Group Inc. would increase, resulting in greater share dilution. This would affect not only the existing shareholders of Woori Financial Group Inc., but also the public shareholders of Tongyang Life Insurance Co., Ltd. who would become shareholders of Woori Financial Group Inc. upon completion of the Share Exchange. The Company also considered that the potential future disposition of such newly issued shares could create downward pressure on the market price of Woori Financial Group Inc.’s shares or give rise to overhang concerns.

Accordingly, Tongyang Life Insurance Co., Ltd. concluded that, compared with retaining its treasury shares through the Share Exchange, receiving newly issued shares of Woori Financial Group Inc. in exchange for such treasury shares and disposing of those shares thereafter, canceling the treasury shares and excluding them from the Share Exchange would more effectively prevent the issuance of unnecessary new shares, mitigate potential share dilution and overhang concerns and better serve the interests of all shareholders, including public shareholders.

Meanwhile, following the decision to cancel the treasury shares, certain shareholders and market participants questioned whether, instead of canceling the treasury shares, Tongyang Life Insurance Co., Ltd. should have disposed of them to shareholders on a pro rata basis according to their respective shareholdings or distributed them to shareholders without consideration, and whether either alternative would have provided greater protection to public shareholders. In response, Tongyang Life Insurance Co., Ltd., after consulting with its external legal advisor, further considered whether a pro rata disposition or a distribution without consideration would constitute a more appropriate alternative to the cancellation of the treasury shares from the standpoint of protecting public shareholders.

Assuming, solely for purposes of analysis, that it were legally permissible for the Company to distribute its treasury shares to existing shareholders without consideration on a pro rata basis, public shareholders would receive additional shares of Tongyang Life Insurance Co., Ltd. without incurring any additional cash payment. As a result, because those shareholders would hold a greater number of Tongyang Life Insurance Co., Ltd. shares, they could become entitled to receive a greater number of newly issued shares of Woori Financial Group Inc. in the subsequent Share Exchange. However, as discussed below, the Company concluded that such a distribution of treasury shares without consideration is not legally or financially permissible under the amended KCC. Accordingly, it did not undertake a further analysis of the specific effects of such an alternative.

 

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(1) Article 341-4(2)(i) of the KCC, as amended, provides that one of the limited circumstances in which a company may retain or dispose of treasury shares rather than canceling them is where such treasury shares are disposed of to all shareholders on equal terms in proportion to their respective shareholdings. The provision does not establish any legal basis for a company to distribute treasury shares to shareholders without consideration. In addition, Article 342(4) of the amended KCC provides that the provisions governing the issuance of new shares apply, mutatis mutandis, to the disposition of treasury shares. Accordingly, the pro rata disposition provision is understood to be intended to afford existing shareholders, in a manner analogous to preemptive rights with respect to newly issued shares, an equal opportunity to acquire treasury shares in proportion to their respective shareholdings. The provision is therefore interpreted as requiring that existing shareholders be afforded an opportunity to purchase treasury shares on equal terms in proportion to their shareholdings, rather than permitting the gratuitous distribution of treasury shares.

Based on the foregoing analysis, the Company concluded that the pro rata disposition provision under the amended KCC should be interpreted as granting existing shareholders an equal opportunity to acquire treasury shares in proportion to their respective shareholdings, rather than authorizing the distribution of treasury shares without consideration. Accordingly, if the Company were to dispose of its treasury shares to shareholders on a pro rata basis, although the applicable purchase price is not prescribed by law, shareholders would likely be required to incur an additional cash payment to acquire such treasury shares. Furthermore, if certain public shareholders elected not to purchase the treasury shares, they would not receive either the treasury shares or, in respect of those shares, newly issued shares of Woori Financial Group Inc. in the Share Exchange. In such circumstances, the resulting benefits could not be regarded as accruing equally to all shareholders.

(2) If the Company were to distribute treasury shares to its shareholders without consideration in the form of a distribution in kind, additional legal requirements, including the existence of distributable profits, would need to be satisfied. However, at the time of its review, Tongyang Life Insurance Co., Ltd. determined that it did not have distributable profits under the KCC. Accordingly, it was not feasible for the Company to distribute its treasury shares to shareholders without consideration through a stock dividend or other form of distribution equivalent to a distribution of profits.

In conclusion, Tongyang Life Insurance Co., Ltd. determined that retaining its treasury shares through the Share Exchange, receiving newly issued shares of Woori Financial Group Inc. in exchange for such treasury shares and disposing of those shares thereafter could increase the number of newly issued shares, result in greater share dilution and give rise to potential overhang concerns. The Company further concluded that disposing of treasury shares to shareholders on a pro rata basis or distributing them without consideration would not be practical as a measure designed solely to protect public shareholders and would be subject to limitations, including additional cash payments by shareholders, the absence of a clear legal basis and the lack of distributable profits.

By contrast, the Company concluded that the cancellation of the treasury shares is consistent with the principles governing the treatment of treasury shares under the amended KCC, prevents the issuance of unnecessary new shares in connection with the Share Exchange and mitigates potential share dilution and overhang concerns that could arise following the Share Exchange. In addition, because the cancellation does not require any additional cash payment by shareholders and its benefits accrue to all shareholders, the Company concluded that it represents the clearest and most direct means of protecting public shareholders and enhancing shareholder value.

Although the cancellation of the treasury shares does not affect the Share Exchange ratio itself, the Company believes that it contributes to the protection of shareholder value for the public shareholders participating in the Share Exchange by preventing the issuance of newly issued shares of Woori Financial Group Inc. in respect of such treasury shares and thereby mitigating potential share dilution and overhang concerns following the completion of the Share Exchange.

② Determination of the Timing of the Cancellation of Treasury Shares

First, although the amendments to the KCC adopted in March 2026 established the principle that previously acquired treasury shares should generally be canceled, the amended law provided for a grace period of 18 months. In addition, as Tongyang Life Insurance Co., Ltd. was evaluating and discussing the proposed acquisition of 100% ownership of the Company through the Comprehensive Share Exchange, the treatment of its existing treasury shares became one of the issues considered as part of the overall transaction. Accordingly, it was not practicable to determine the cancellation of the treasury shares prior to the decision to proceed with the Comprehensive Share Exchange.

 

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The structure and feasibility of the Share Exchange began to take concrete form in mid-March 2026 as Woori Financial Group Inc. commenced its review of the acquisition of 100% ownership of Tongyang Life Insurance Co., Ltd. Accordingly, the Special Committee established in connection with the Share Exchange was formed on April 6, 2026. Following deliberations by the Special Committee and the Board of Directors, the Board approved both the Share Exchange and the related cancellation of the treasury shares at its meeting held on April 24, 2026.

Second, during the Board’s consideration of the cancellation of the treasury shares, the Board recognized that announcing the cancellation before approving the Share Exchange would result in the announcement being made during the period used to determine the Share Exchange consideration. The Board was concerned that such an announcement could influence the calculation of the Share Exchange ratio and therefore could give rise to allegations of artificial price manipulation or other unfair trading practices.

The requirement under the FSCMA and related regulations that the Share Exchange consideration for listed companies be determined based on the reference market price is intended to ensure fairness and objectivity by excluding discretionary influence by the parties and relying instead on an objective market price in determining the Share Exchange ratio. Because the reference market price is calculated using market prices over a specified period preceding the board resolution, disclosure of the cancellation of treasury shares during that measurement period could affect the market price through the market’s reaction to the announcement, thereby undermining the objectivity of the valuation.

In light of this purpose, the Board was concerned that, even though the transaction involved the cancellation of previously acquired treasury shares—which are economically comparable to authorized but unissued shares—and not the repurchase and cancellation of newly acquired treasury shares, the announcement of the cancellation alone could create the mistaken impression that the Company was attempting to influence the market in order to obtain a more favorable Share Exchange ratio. Such a perception could, in turn, give rise to allegations of market manipulation or other violations of applicable securities laws. As a listed financial institution, the Company did not believe that these considerations could be disregarded in its decision-making process.

Accordingly, the Board of Directors of Tongyang Life Insurance Co., Ltd. confirmed that, in prior transactions involving the acquisition of 100% ownership of subsidiaries by financial holding companies, there were very few precedents in which the target company canceled its treasury shares before the Share Exchange. Instead, the prevailing practice was to effect the cancellation simultaneously with, or after, the approval of the Share Exchange in order to preserve the legitimacy of the process and promote market stability. On this basis, the Board unanimously resolved to approve the cancellation of the treasury shares on the same date as the approval of the Share Exchange.

③ Effect of the Decision to Cancel Treasury Shares

Even if the cancellation of the Treasury Shares had been announced before the determination of the Share Exchange ratio, it cannot be determined, given the nature of the cancellation, whether or in what direction such announcement would have affected the Share Exchange ratio.

The Treasury Shares canceled in connection with the Share Exchange were not newly acquired in the market for purposes of cancellation. Rather, they consisted of treasury shares that Tongyang Life Insurance Co., Ltd. had acquired between 2010 and 2014 and had held for more than 12 years. If the Company had instead repurchased treasury shares in the market and canceled them, the market might have responded positively due to the reduction in the public float and the signal of enhanced shareholder returns. However, because the canceled treasury shares had already been reflected as a deduction from shareholders’ equity in the Company’s financial statements, their cancellation did not change the Company’s enterprise value. Accordingly, the Company does not believe that the announcement of the cancellation alone would necessarily have resulted in an increase in the market price of its shares.

 

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Meanwhile, in the case of Tongyang Life Insurance Co., Ltd., it is difficult to isolate or clearly identify the effect of the treasury share cancellation announcement on the market price of its shares. Following the announcement, the market price of the Company’s shares declined. However, because the announcement of the treasury share cancellation and the announcement of the Share Exchange were made simultaneously, and because multiple factors, including overall market conditions, affected the share price during the relevant period, the Company does not believe that the share price movement can reasonably be attributed to the treasury share cancellation announcement alone.

Share Price Performance Following the Announcement of Tongyang Life Insurance Co., Ltd.’s Treasury Share Cancellation

 

Date of Disclosure		First Day After Disclosure				10th Day After Disclosure
Closing Price		Closing Price		% of Disclosure Date Closing Price		Closing Price		% of Disclosure Date Closing Price
KRW 8,930		KRW 8,750		97.98%		KRW 7,790		87.23%

(5) Whether the Opinions of the Special Committee were Reflected in the Board of Directors

[Woori Financial Group]

Based on the foregoing, it is determined that the opinions of the Special Committee of Woori Financial Group Inc. have been duly reflected in the Board of Directors of Woori Financial Group Inc., and the principal contents of the opinion of the Board of Directors of Woori Financial Group Inc., including the opinions of the Special Committee, are as follows.

1. Purpose and Expected Effects of the Share Exchange

 

Board Agenda Item		Discussions by the Board of Directors
• The Company reviewed various alternatives to enhance corporate value and shareholder value by making its subsidiary, Tongyang Life Insurance Co., Ltd., a wholly-owned subsidiary, thereby establishing a more efficient management structure, strengthening group integration and creating business synergies. After comprehensively considering, among other factors, the potential for impairment of minority shareholder interests, the principle of equitable treatment of all shareholders, and the feasibility and likelihood of successfully achieving wholly-owned subsidiary status, the Company determined to pursue the Share Exchange pursuant to which the Company will become the Wholly-Owning Parent Company and Tongyang Life Insurance Co., Ltd. will become its wholly-owned subsidiary. • The Share Exchange contemplated herein is expected to enhance the Company’s corporate value and shareholder value. • As a financial holding company, the Company will hold 100% of the equity in Tongyang Life Insurance, thereby enabling the Group to retain all of Tongyang Life Insurance’s profit-generating capacity within the Group and enhance corporate value, establish an efficient management system through improved cost efficiency including reduction of duplicative listing costs, and increase business synergies through strengthened group integration.		• In connection with this agenda item, the members of the Board of Directors discussed the Share Exchange at a total of two meetings of the Board of Directors, including this meeting, two informal meetings of the Board of Directors and three meetings of the Special Committee. All procedures and determinations of appropriateness were confirmed step by step based on a directors’ checklist provided by legal counsel. • In particular, at its meeting held on April 1, 2026, the Board of Directors approved the establishment of the Special Committee for the acquisition of wholly-owned subsidiary status of Tongyang Life Insurance Co., Ltd. Accordingly, a Special Committee composed solely of independent directors possessing independence and expertise was established in connection with the Share Exchange. The Special Committee conducted an objective and professional review of the legitimacy of the purpose of the comprehensive share exchange transaction, the appropriateness of the transaction procedures and the fairness of the transaction terms. • Upon reviewing the legal and accounting reviews and advice conducted by external experts, it was confirmed that the Share Exchange may be lawfully implemented pursuant to the business judgment of the directors. Upon review of the purpose and anticipated effects of the Share Exchange, it was determined that (1) the Group’s profitability would be enhanced through the Company’s incorporation of Tongyang Life Insurance as a wholly-owned subsidiary, (2) an efficient management structure would be established through streamlining of the decision-making process and reduction of duplicative listing costs, and (3) business synergy effects would be amplified through strengthening of Group integration, ultimately resulting in enhancement of corporate value and shareholder value.

 

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• Furthermore, it is anticipated that simplifying the ownership and governance structure of the two insurance companies within the Group will enhance the Group’s medium- to long-term competitiveness in the insurance business, including through potential consolidation of insurance operations, and will ultimately contribute to the enhancement of the Company’s shareholder value.		• Furthermore, this Share Exchange is based on a share exchange ratio properly calculated in accordance with Article 165-4(1) of the FSCMA, Article 176-6(2) and Article 176-5(1)(i) of the Enforcement Decree thereof, and shall be conducted in such a manner that new shares of the Company are allotted to the shareholders of Tongyang Life Insurance in proportion to their respective shareholding ratios. Accordingly, no discrimination among shareholders will arise, and the Share Exchange is expected to enhance medium- and long-term corporate value and shareholder value through improved management efficiency and expanded synergies; therefore, it is determined that the Share Exchange will not infringe upon the interests of all shareholders or have an unfair or discriminatory effect on any particular shareholder. • In addition, we confirmed that they will faithfully provide relevant information, including conducting various investor relations activities for the Company and the shareholders of Tongyang Life Insurance. Tongyang Life Insurance, which will be converted into a non-listed company through the Share Exchange, will be incorporated as a wholly-owned subsidiary of Woori Financial Group, thereby securing strategic flexibility through strengthened group unity and enhanced decision-making efficiency, and eliminating the duplicative listing structure with the parent company, thereby improving cost efficiency, including reduction of listing costs. The Company believes that the resulting enhancement in corporate value will be shared not only with its existing shareholders but also with the shareholders of Tongyang Life Insurance Co., Ltd. who will become shareholders of the Company as a result of the Share Exchange. • Following an inquiry from the Special Committee of Tongyang Life Insurance Co., Ltd. on April 9, 2026 regarding the benefits to Tongyang Life Insurance shareholders from participating in the Share Exchange, the Company’s Special Committee discussed the matter at its meeting held on April 14, 2026. The Company subsequently informed the Special Committee of Tongyang Life Insurance Co., Ltd. that, while Tongyang Life Insurance currently faces difficulties in implementing its own corporate value enhancement initiatives for shareholders due to insufficient distributable profits, shareholders of Tongyang Life Insurance who receive shares of Woori Financial Group as a result of the comprehensive share exchange would be able to immediately benefit from Woori Financial Group’s publicly disclosed shareholder value enhancement plan, including its robust shareholder return policies such as dividend payments and expanded share repurchases and cancellations.

 

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2. Appropriateness of the Share Exchange Ratio and Other Terms

 

Board Agenda Item						Discussions by the Board of Directors
- Share exchange price and share exchange ratio						• The share exchange price and the share exchange ratio based thereon in this transaction were calculated on the basis of the standard market price under the FSCMA in accordance with the KCC and the regulations thereunder, and upon review of the appropriateness thereof, focusing on whether such calculation method satisfies the requirements and procedures prescribed by the relevant statutes, it was determined that the calculation structure and procedures required by law were faithfully followed. • Regarding whether to apply a discount or premium to the exchange value calculated pursuant to the Enforcement Decree of the FSCMA, the Company’s Second Special Committee held on April 8, 2026, conducted an in-depth discussion while receiving opinions from an external expert accounting firm. On April 9, 2026, the Special Committee of Tongyang Life Insurance inquired as to whether a premium should be applied, and accordingly, the Company’s Special Committee re-deliberated the matter on April 14, 2026. The Committee concluded that the share exchange value calculated by the reference share price method under the FSCMA, and the resulting share exchange ratio, fall within the range of the exchange ratio calculated by the external accounting firm applying valuation methods generally recognized as fair and reasonable; that no particular unreasonableness in the reference share price was identified; and that no other clear grounds necessitating adjustment were found. Therefore, taking into consideration not only the interests of the shareholders of Tongyang Life Insurance but also the interests of the Company’s shareholders who would be affected by equity dilution, the Committee determined that it would be appropriate to calculate the value based on the reference share price without adjustment, and communicated this conclusion to the Special Committee of Tongyang Life Insurance.
Category		Woori Financial Group		Tongyang Life Insurance
Share Exchange  Price (per share)		KRW 34,589		KRW 8,720
Share Exchange Ratio		Woori Financial Group: Tongyang Life Insurance = 1 : 0.2521056
• Both the Company and Tongyang Life Insurance Co., Ltd. are listed corporations, and accordingly, the exchange ratio was calculated based on the exchange value determined pursuant to Article 165-4(1) of the FSCMA, Article 176-6(2) and Article 176-5(1)(i) of the Enforcement Decree thereof. • Date of the Board of Directors’ resolution for the Share Exchange (April 24, 2026) The exchange ratio for the Share Exchange was calculated based on the arithmetic average of (i) the volume-weighted average closing price during the most recent one-month period, (ii) the volume-weighted average closing price during the most recent one-week period, and (iii) the closing price on the most recent trading day, using April 23, 2026, the day immediately preceding the earlier of the date of the Board resolution approving the Share Exchange (April 24, 2026) and the date on which the Share Exchange Agreement was executed (April 29, 2026), as the reference date, in accordance with the following formula: [(i) + (ii)+ (iii)] ÷ 3. • Pursuant to Article 176-6(2) and Article 176-5(1)(1) of the Enforcement Decree of the FSCMA, in the case of a share exchange between corporations with listed stocks, the value calculated by the aforementioned method may be discounted or increased within the range of 10 percent (30 percent in the case of a share exchange between a Special Purpose Acquisition Company that is a corporation with listed stocks and another corporation); however, in accordance with the agreement reached through mutual review and negotiation between the Company and Tongyang Life Insurance, no discount or increase will be applied.

3. Appropriateness of the transaction terms, including the share exchange ratio

 

Board Agenda Item		Discussion by the Board of Directors
• The Share Exchange constitutes a share exchange between listed corporations. The exchange price was calculated in accordance with Article 165-4(1) of the FSCMA, Article 176-6(2) and Article 176-5(1)(i) of the Enforcement Decree thereof, and the exchange ratio was derived based on such exchange price. Accordingly, the terms of the transaction are deemed fair and reasonable.		• Although no external evaluation was required for the Share Exchange, the Company and Tongyang Life Insurance sought to objectively verify the fairness of the exchange ratio by engaging an independent and professionally qualified external accounting firm to conduct a supplementary valuation applying generally accepted and reasonable valuation methodologies, and confirmed that the exchange ratio calculated based on market price, the statutory standard, fell within the appropriate valuation range, thereby verifying its fairness.

 

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		• The Company’s Special Committee independently retained an outside law firm to verify the fairness of the transaction terms, including the appropriateness of the share exchange ratio and the overall procedures for this transaction, and the outside law firm rendered an opinion that there are no procedural legal issues as this share exchange complies with the safeguards required by the KCC and other relevant laws and regulations.   • The Board of Directors has determined that the opinion of the Special Committee and the review opinion of the external advisors are objective and reasonable and, accordingly, has accepted them, thereby confirming that the Share Exchange Ratio for this transaction complies with applicable laws and regulations, that such transaction terms are appropriate from the Company’s perspective, and that they do not prejudice the interests of the shareholders as a whole nor give rise to any conflicts of interest among shareholders.

[Tongyang Life Insurance Co., Ltd.]

As described above, the opinion of the Special Committee of Tongyang Life Insurance Co., Ltd. is deemed to have been appropriately reflected in the Board of Directors of Tongyang Life Insurance Co., Ltd., and the principal contents of the opinion of the Board of Directors of Tongyang Life Insurance Co., Ltd., including the opinion of the Special Committee, are as follows.

1. Purpose and Expected Effects of the Share Exchange

 

Board Agenda Item		Discussions by the Board of Directors
• The Company has decided to proceed with this comprehensive share exchange, whereby Woori Financial Group Inc. will become the Wholly-Owning Parent Company and the Company will become a wholly-owned subsidiary, after comprehensively reviewing the appropriateness of the timing of business execution and the possibility of harm to the interests of minority shareholders, for the purpose of contributing to the enhancement of shareholder value through maximizing synergies with affiliates, reducing tangible and intangible management costs, expediting the implementation of management strategies, and establishing a sustainable management system. • Upon completion of the comprehensive share exchange, the Company will remain a wholly-owned subsidiary of Woori Financial Group without any change in control or the governance structure, and the Company is expected to become a non-listed stock company in accordance with applicable laws and procedures. From a financial perspective, the Company will become a wholly-owned subsidiary of Woori Financial Group without any change in the Company’s assets or liabilities, thereby establishing an efficient management structure capable of responding more flexibly to changes in the external environment and enhancing the efficiency of corporate management through more timely and flexible business decision-making.		• In connection with this comprehensive share exchange, the Company held a total of two Board of Directors meetings and three Special Committee meetings to deliberate on the comprehensive share exchange; the procedures and assessment of fairness were conducted with advice from external legal counsel and external accounting advisors; and compliance was verified through a checklist prepared in consideration of the directors’ fiduciary duty. • In particular, on April 6, 2026, the Board of Directors established a Special Committee in connection with the comprehensive share exchange transaction. The Special Committee was composed of all of the Company’s independent directors (three members), each possessing the requisite independence and expertise, together with one external expert. • Thereafter, the Company’s Special Committee convened on three occasions to objectively and professionally deliberate on the legitimacy of the transaction purpose, the appropriateness of the transaction procedures, and the fairness of the transaction terms in relation to the comprehensive share exchange, and the Company’s Board of Directors determined that the necessity of this comprehensive share exchange was justified based on the legal and accounting reviews conducted by external advisors to this comprehensive share exchange and the recommendations of the Special Committee.

 

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In addition, the elimination of the dual-listing structure involving the parent company (Woori Financial Group) and its subsidiary (the Company) is expected to reduce administrative and management costs and facilitate a more rational valuation of corporate value.		• Upon reviewing the purpose and expected benefits of the comprehensive share exchange, the Board of Directors determined that, if the Company becomes a wholly-owned subsidiary of Woori Financial Group through the comprehensive share exchange, the resulting maximization of synergies with affiliated companies, reduction of tangible and intangible management costs, prompt implementation of management strategies and establishment of a sustainable management framework would ultimately lead to an enhancement of the Company’s corporate value and shareholder value. In addition, the comprehensive share exchange is based on an exchange ratio calculated in accordance with Article 165-4(1) of the FSCMA, Article 176-6(2) and Article 176-5(1)(i) of the Enforcement Decree thereof, and will be carried out by allocating newly issued shares of Woori Financial Group to the Company’s shareholders in proportion to their respective shareholdings. Accordingly, no discrimination among shareholders will arise, and through this comprehensive share exchange, the Company’s shareholders will be incorporated as shareholders of Woori Financial Group Inc., thereby enabling them to enjoy the overall corporate value of the Woori Financial Group and to have the opportunity to receive dividends in accordance with Woori Financial Group Inc.’s shareholder-friendly dividend policy; therefore, it has been determined that this comprehensive share exchange will not prejudice the interests of all shareholders or have any unfair or discriminatory effect on any specific shareholder. • In addition, the Company and Woori Financial Group have confirmed that they will faithfully provide information relating to this comprehensive share exchange to shareholders through investor relations activities directed at shareholders, provision of FAQ information on the website, and other means. • Accordingly, the Board of Directors determined that, through the comprehensive share exchange, the Company will become a wholly-owned subsidiary of Woori Financial Group and be converted into a non-listed company, thereby securing greater strategic flexibility through enhanced group integration and more efficient decision-making. In addition, by eliminating the dual-listing structure with its parent company and improving efficiency through cost reductions and other benefits, the Company is expected to share in the resulting enhancement of the Group’s corporate value.

 

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2. Appropriateness of the Share Exchange Ratio and Other Terms

 

Board Agenda Item						Discussions by the Board of Directors
- Share exchange price and share exchange ratio						• The comprehensive share exchange ratio was calculated in accordance with the KCC and other applicable laws and regulations, and the calculation results have been confirmed as appropriate following an objective review by an external accounting firm. • On April 9, 2026, the Company’s Special Committee inquired of the Special Committee of Woori Financial Group as to whether a premium could be applied in calculating the share exchange ratio, and on April 14, 2026, after deliberation, the Special Committee of Woori Financial Group determined that the share exchange value calculated using the reference stock price method under the FSCMA and the resulting share exchange ratio fall within the range of exchange ratios derived by an external accounting firm applying valuation methods generally recognized as fair and reasonable, and that there are no grounds to conclude that the share exchange ratio is unfair to either the shareholders of the Company or the shareholders of Woori Financial Group. Accordingly, the Special Committee of Woori Financial Group responded that the application of a premium would be reasonable only where there are objectively clear grounds for doing so and that, absent a clear objective basis, the application of a premium could instead give rise to controversy regarding arbitrariness and provoke shareholder opposition. Therefore, the Special Committee concluded that the application of an exchange ratio without a premium would be the most neutral and supportable approach. In addition, the results of the deliberations of the Special Committee of Woori Financial Group conducted on April 14, 2026 (and its response thereto) were reported to the Company’s Special Committee on April 20, 2026 and subsequently reported to the Board of Directors. • Accordingly, the Board of Directors confirmed that the exchange consideration in the comprehensive share exchange is fair and reasonable.
Category		Woori Financial Group Inc.		Tongyang Life Insurance Co., Ltd.
Share Exchange Value (per share)		KRW 34,589		KRW 8,720
Share Exchange Ratio		Woori Financial Group: Tongyang Life Insurance = 1 : 0.2521056
• Both the Company and Woori Financial Group are publicly listed corporations, and in accordance with Article 165-4(10 of the FSCMA, Article 176-6(2) and Article 176-5(1)(i) of the Enforcement Decree thereof, the exchange value was calculated and the exchange ratio was determined based thereon. • The share exchange price was calculated as the arithmetic mean of (i) the volume-weighted arithmetic average closing price for the most recent one-month period, (ii) the volume-weighted arithmetic average closing price for the most recent one-week period, and (iii) the closing price on the most recent trading day [(i)+(ii)+(iii)]/3, with the base date being the day immediately preceding the date of the Board of Directors’ resolution (April 23, 2026), which is the earlier of the date of the Board of Directors’ resolution for this comprehensive share exchange (April 24, 2026) and the date of execution of the agreement relating to this comprehensive share exchange (scheduled for April 29, 2026). • Pursuant to Article 176-6(2) and Article 176-5(1)(i) of the Enforcement Decree of the FSCMA, the share exchange price (reference market price) calculated by the above method may be discounted or increased within the range of 10 percent (or 30 percent in the case of a share exchange between a Special Purpose Acquisition Company that is a stock-listed corporation and another corporation); provided, however, that no discount or increase shall be applied as agreed upon through mutual review and negotiation between the Company and Woori Financial Group.

 

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3. Appropriateness of the Transaction Terms, including the Share Exchange Ratio

 

Board Agenda Item		Discussions by the Board of Directors
• This comprehensive share exchange constitutes a share exchange between publicly listed corporations, and the exchange value was determined in accordance with Article 165-4(1) of the FSCMA, Articles 176-6(2) and 176-5, Paragraph 1(1) of the Enforcement Decree thereof, and the exchange ratio was calculated based on such exchange value; accordingly, the terms and conditions of the transaction are deemed fair and reasonable.		• Although this comprehensive share exchange, being a share exchange between listed companies, does not require an evaluation by an external evaluation institution regarding the appropriateness of the exchange ratio, as the exchange value was calculated and the exchange ratio derived in accordance with the FSCMA, the Company’s Special Committee, in order to protect shareholders and ensure the fairness of the transaction, engaged an independent external accounting firm with the requisite expertise to conduct a supplementary value review applying generally accepted and reasonable valuation methodologies, and compared the results thereof with the exchange ratio calculated under the FSCMA. As a result, it was confirmed that the exchange ratio, as determined based on the standard market price under the FSCMA, falls within an appropriate valuation range, and that this comprehensive share exchange is at a fair and reasonable level that does not prejudice the interests of minority shareholders. Furthermore, the Special Committee independently retained outside legal counsel to verify the fairness of the comprehensive share exchange ratio, all relevant procedures, and the transaction terms and conditions, and such outside legal counsel submitted an opinion to the Special Committee that the share exchange is proper in that it complies with all procedures required under the KCC and other relevant statutes. Accordingly, the Board of Directors of the Company has determined that the opinion of the Company’s Special Committee and the review opinion of the external advisors are reasonable and acceptable, and has confirmed that the transaction terms, including the comprehensive share exchange ratio, comply with applicable laws and regulations, are fair and reasonable, do not prejudice the interests of all shareholders, and treat the interests of all shareholders equitably.

(6) Whether the terms and conditions of the transaction were determined at the time the Special Committee was established

Woori Financial Group Inc. established a special committee on April 1, 2026, and Tongyang Life Insurance Co., Ltd. established a special committee on April 6, 2026, respectively, and at the time of the establishment of the special committees of both companies, the terms of the transaction had not been determined.

The exchange ratio was calculated on April 23, 2026, as the arithmetic average of the volume-weighted average closing price for the most recent one-month period, the volume-weighted average closing price for the most recent one-week period, and the most recent closing price, with the base date being the day immediately preceding the date of the Board of Directors’ resolution (April 24, 2026), in accordance with the FSCMA.

 

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(7) Whether the members of the special committee have been sufficiently provided with material information

Immediately following the resolutions establishing the respective Special Committees, the members of both Special Committees were granted, in connection with the comprehensive share exchange, the authority to request support from relevant departments in order to obtain access to information. Based on such authority, they received and reviewed sufficient information relating to the transaction. The Special Committee of Woori Financial Group independently supervised the review of its advisors’ opinions, the preparation and review of supplemental materials, and received the final review results in the name of the Special Committee. In addition, the Special Committee of Woori Financial Group not only received interim and final reports from its advisors, but was also regularly informed of agenda items, matters under discussion and the progress of matters relating to the comprehensive share exchange. Accordingly, it is understood that the members of the Special Committee were provided with sufficient access to information throughout the process.

The Special Committee of Tongyang Life Insurance Co., Ltd., similarly to the Special Committee of Woori Financial Group Inc., requested and received materials necessary for review by its accounting and legal advisors from the relevant departments of Tongyang Life Insurance Co., Ltd. based on its independent authority. Based on the discussions of the Special Committee and the review conducted by its advisors, the Special Committee reviewed its matters of consideration step by step, and reviewed the Share Exchange on the basis of a sufficient level of information by receiving advice similar in purpose and scope to that received by the Special Committee of Woori Financial Group Inc., including fair value assessments and opinions from legal counsel.

(8) Whether the Special Committee of both companies satisfies the legal requirements for a committee within the Board of Directors under the KCC.

The Ministry of Justice Guidelines explain that a Special Committee is not a statutory corporate body but rather an optional body that may be established voluntarily as a measure to enhance fairness. The Guidelines further provide that external experts who are not members of the Board of Directors may also serve as committee members and that, in principle, it is appropriate for the Special Committee to perform an advisory role with respect to the board’s final decision-making. At the same time, the Guidelines state that consideration may also be given to establishing a Special Committee that satisfies the requirements applicable to a committee within the Board of Directors under the KCC, such as by constituting the committee with independent directors and external experts who have no interest in the share exchange transaction, and authorizing the committee, through a board resolution or internal regulations, to make decisions directly with respect to the transaction pursuant to an express delegation of authority. In other words, the Ministry of Justice Guidelines leave open various alternatives regarding the authority and composition of a Special Committee.

The Boards of Directors of both companies did not delegate to the Special Committee the authority to make final decisions regarding this comprehensive share exchange, but rather directed the Special Committee to review the relevant matters and report back to the Boards of Directors. Accordingly, the final authority to approve the decision on, and execution of, this comprehensive share exchange rests with the Board of Directors of each company.

As described above, the Special Committees of both companies performed the role of conducting an in-depth review of matters relating to the Share Exchange and reporting the results of such review to their respective boards of directors. The authority to make the final determination regarding, and to approve the execution of agreements relating to, the comprehensive share exchange remained exclusively vested in, and was lawfully exercised by, the boards of directors of the respective companies in accordance with the KCC and their respective articles of incorporation.

② Review by Independent External Advisors

According to the Ministry of Justice Guidelines, as a voluntary measure to enhance the fairness of a transaction, a company may consider appointing external advisors possessing the requisite expertise and independence to review the fairness of the transaction structure, procedures and terms. However, the perspective and objective of such review should be the protection of the interests of the company and its shareholders as a whole, rather than those of any particular shareholder.

 

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(1) Specific Reasons for Selecting the External Advisors; Whether the External Advisors Satisfied the Requirements of Objectivity and Independence; and Whether the External Advisors Conducted Their Review for the Benefit of the Company and Its Shareholders as a Whole Rather Than Any Particular Shareholder

In the process of selecting external advisors in connection with the proposed comprehensive share exchange, neither company obtained a separate legal review from external counsel regarding the independence of the advisors. Nevertheless, for the reasons described below, each company determined that its respective advisors were appropriate to perform services in connection with the comprehensive share exchange.

For purposes of providing reference materials in connection with the decision-making process, and in consideration of the advisors’ understanding of and expertise regarding the businesses and intrinsic characteristics of both Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd., as well as the absence of any audit engagement or other relationship that could impair independence, Samil PwC was considered capable of conducting the most objective evaluation. Accordingly, Woori Financial Group Inc. appointed Samil PwC as its external accounting advisor on February 27, 2026, and Tongyang Life Insurance Co., Ltd. appointed Samil PwC as its external accounting advisor on March 3, 2026. Thereafter, in connection with the Share Exchange, the parties reviewed reference materials containing the results of a valuation review conducted by Samil PwC with respect to the exchange ratio based on the statutory market price, applying valuation methodologies generally recognized as fair and reasonable. In addition, because the purpose of the Special Committee and the utilization of external experts by Tongyang Life Insurance Co., Ltd. was to review matters relating to the Company’s growth and enhancement of shareholder value, the financial and legal reviews conducted by the external experts are considered to have been performed for the benefit of the company and its shareholders as a whole. Furthermore, through the subsequent valuation review relating to the exchange ratio, an objective review was conducted as to whether the exchange ratio determined based on market prices was unfair to the company or its shareholders, and no issues were identified. In addition, in order to review and supplement transaction-related advice from a legal perspective and to examine key legal issues in connection with the companies’ growth and value enhancement objectives, Kim & Chang, which possesses extensive experience in the insurance industry and numerous leading specialists, was selected on July 24, 2025, and Bae, Kim & Lee LLC was selected on March 9, 2026, as legal counsel to Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd., respectively. Although both companies confirmed that the external legal advisors did not have any conflicts of interest at the time of their engagement, neither company obtained a separate independence review with respect to such law firms. (In addition, for purposes of preparing the U.S. registration statement and responding to the review process of the U.S. Securities and Exchange Commission, Woori Financial Group Inc. engaged Cleary Gottlieb Steen & Hamilton LLP as legal counsel on October 23, 2025 and proceeded with the related work.)

As an additional measure to mitigate potential conflicts of interest among shareholders, Tongyang Life Insurance Co., Ltd. engaged Deloitte Anjin LLC as an additional independent valuation firm on June 9, 2026, to independently reassess the appropriateness of the Share Exchange consideration and the Share Exchange ratio. The Company received the valuation analysis and review of the Share Exchange ratio prepared by Deloitte Anjin LLC as reference materials and considered them as part of its independent evaluation.

(a) External Experts to the Special Committee of Woori Financial Group Inc.

i) Engagement

 

Category		Firm		Date of Engagement		Engaged By		Principal Scope of Engagement		Term of Engagement
Legal advisor		Kim & Chang		July 24, 2025		Woori Financial Group Inc.		Review of the legality of the transaction process, directors’ fiduciary duties to shareholders and related matters		January 30, 2026 until completion of the engagement

 

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Accounting advisor		Samil Pricewaterhouse Coopers		February 27, 2026		Woori Financial Group Inc.		Evaluation and verification of the appropriateness of the Share Exchange ratio		February 27, 2026 until the earlier of (i) the delisting date or (ii) the date falling four months after the submission of the final report

ii) Reasons for the Engagement of Each External Expert and Review of Their Independence

Woori Financial Group Inc. determined that it was necessary to engage an external accounting advisor that was independent of management in order to conduct an independent and objective review of the appropriateness of the Share Exchange ratio, which constituted a key aspect of the Share Exchange. Woori Financial Group Inc. also determined that it was desirable for legal counsel to be involved from the early stages of the transaction to advise on compliance with applicable legal procedures and the fairness of the transaction terms and process. Accordingly, consistent with the intent of the Ministry of Justice’s Guidelines, Woori Financial Group Inc. engaged Kim & Chang and Samil PricewaterhouseCoopers as its external advisors after reviewing their independence and professional qualifications.

In assessing the independence of the external advisors, Woori Financial Group Inc. considered, among other things: (i) whether the advisor had served as the Company’s external auditor; (ii) the existence and materiality of any prior advisory or other business relationships with the Company; (iii) the nature of the advisor’s relationship with the Company, including whether any of the advisor’s personnel concurrently served as officers or employees of the Company; and (iv) any interest in the Share Exchange, including ownership of shares of either party, the existence of any success-based fee arrangement and whether the advisor could receive any direct or indirect benefit from the transaction counterparty.

Samil PricewaterhouseCoopers had no history of participating in the audit of either party or providing other significant advisory services to either party, had no interlocking officers or employees with either party, and did not hold any shares of either party. In addition, Samil PricewaterhouseCoopers’ compensation was not contingent upon the consummation of the transaction, and it had no opportunity to receive any direct or indirect benefit from the counterparty in connection with the transaction. Kim & Chang also provides legal advisory services to Woori Financial Group Inc. However, the fees received for such services represent an immaterial portion of Kim & Chang’s overall revenues. In addition, Kim & Chang had no interlocking officers or employees with either party, did not hold any shares of either party, and was entitled to receive its fees regardless of whether the transaction was consummated, with no opportunity to receive any direct or indirect benefit in connection with the transaction.

A summary of the results of the independence review is set forth below.

 

Review Area		Review Item		Samil PricewaterhouseCoopers		Kim & Chang
(1) Relationship with the Company		Has not served as the external auditor of either company during the past three years		Satisfied (Not applicable)		Satisfied (Not applicable)
		If the firm has provided advisory or other services to either company during the past three years (other than in connection with the Share Exchange), the fees for such services are immaterial relative to the firm’s total revenues, and no structural conflict of interest exists that could materially affect the firm’s engagement in connection with the Share Exchange		Satisfied (Not applicable)		Satisfied (No impact)

 

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(2) Interest in the Share Exchange		Neither the external advisor (firm) nor the personnel assigned to the engagement directly owns shares of either company		Satisfied (Not applicable)		Satisfied (Not applicable)
		No success fee or other compensation arrangement under which fees vary depending on the completion of the Share Exchange		Satisfied (Not applicable)		Satisfied (Not applicable)
		Will not receive any direct or indirect compensation or other economic benefit from the transaction counterparty in connection with the Share Exchange		Satisfied (Not applicable)		Satisfied (Not applicable)

iii) Review of Professional Qualifications

Woori Financial Group Inc. also assessed whether each external advisor possessed the professional qualifications and expertise necessary to advise on the Share Exchange. Woori Financial Group Inc. determined that Samil PricewaterhouseCoopers possessed a high level of expertise and a thorough understanding of the businesses and operations of both Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. Samil PricewaterhouseCoopers also has extensive experience in performing valuation analyses in connection with corporate restructuring transactions, expertise in multiple valuation methodologies and the ability to assign engagement professionals with substantial experience. Accordingly, Woori Financial Group Inc. concluded that Samil PricewaterhouseCoopers possessed the requisite expertise to advise on the Share Exchange.

Woori Financial Group Inc. also determined that Kim & Chang possessed extensive experience in advising on corporate governance reorganizations, corporate law matters, mergers and acquisitions and capital markets transactions, including the comprehensive share transfer transaction undertaken to establish Woori Financial Group Inc. and comprehensive share exchange transactions within the Woori Financial Group. In addition, Kim & Chang has substantial experience in advising listed companies on matters involving minority shareholder protections. Accordingly, Woori Financial Group Inc. concluded that Kim & Chang possessed the requisite expertise to provide legal advice in connection with the Share Exchange.

A summary of the results of the professional qualifications review is set forth below.

 

[Accounting Advisor: Samil PricewaterhouseCoopers]
Sufficient experience in performing valuation analyses for corporate restructuring transactions, including comprehensive share exchanges and mergers between listed companies		Satisfied
Expertise in multiple valuation methodologies		Satisfied
The engagement partner and lead professionals responsible for the transaction possess appropriate professional qualifications (including KICPA certification) and substantial experience in business valuation engagements		Satisfied

 

[Legal Advisor: Kim & Chang]
Sufficient experience in providing legal advice on corporate restructuring transactions, including share exchanges and mergers under the FSCMA and the KCC		Satisfied
Expertise, both theoretical and practical, in matters involving minority shareholders of listed companies and corporate control disputes		Satisfied
The engagement partner and lead attorneys possess substantial experience in mergers and acquisitions and capital markets transactions		Satisfied

 

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(b) External Advisors to the Special Committee of Tongyang Life Insurance Co., Ltd.

i) Engagement

In connection with the Comprehensive Share Exchange, Tongyang Life Insurance Co., Ltd. engaged the following external experts (legal and accounting) to assist the Special Committee, which was established independently of management and the controlling shareholder, in order to promote the fairness of the transaction and protect minority shareholders.

 

Category		Firm		Date of Engagement		Engaged By		Principal Scope of Engagement		Term of Engagement
Legal advisor		Bae, Kim & Lee LLC		March 9, 2026		Tongyang Life Insurance Co., Ltd.		Legal advice regarding the Comprehensive Share Exchange and the establishment and operation of the Special Committee		March 9, 2026 until completion of the engagement
Accounting  advisor		Samil PricewaterhouseCoopers		March 3, 2026		Tongyang Life Insurance Co., Ltd.		Evaluation and verification of the appropriateness of the Share Exchange ratio		March 3, 2026 until the earlier of (i) the delisting date or (ii) the date falling four months after the submission of the final report
Accounting advisor		Deloitte Anjin LLC		June 9, 2022		Tongyang Life Insurance Co., Ltd.		Independent revalidation of the objectivity and appropriateness of the Share Exchange ratio		June 9, 2026 until the earlier of (i) the delisting date or (ii) the date falling four months after the submission of the final report

ii) Reasons for the Engagement of Each External Advisor and Review of Their Independence

Tongyang Life Insurance Co., Ltd. determined that, because the appropriateness of the Share Exchange ratio was a key aspect of the Share Exchange, it was desirable to engage an external accounting advisor with the requisite expertise and credibility to conduct a comprehensive review of the Share Exchange ratio. The Company also determined that, in order to ensure procedural integrity, an independent legal advisor capable of reviewing compliance with applicable laws and regulations, as well as the fairness of the transaction terms and procedures, should be involved from the early stages of the transaction to provide consistent legal advice. Accordingly, after reviewing their independence and professional qualifications in light of the intent of the Ministry of Justice’s Guidelines, Tongyang Life Insurance Co., Ltd. engaged Samil PricewaterhouseCoopers and Bae, Kim & Lee LLC as its external advisors.

In addition, to independently revalidate the appropriateness of the Share Exchange consideration and the Share Exchange ratio, thereby addressing potential concerns regarding conflicts of interest in the determination of the transaction terms and strengthening protections for minority shareholders, Tongyang Life Insurance Co., Ltd. engaged Deloitte Anjin LLC as an additional external advisor on June 9, 2026.

In evaluating the independence of its external advisors, Tongyang Life Insurance Co., Ltd. considered, among other things: (i) whether, in the case of the accounting advisors, the firm had served as the Company’s external auditor; (ii) the existence and materiality of any prior advisory or other business relationships with the Company; (iii) the nature of the advisor’s relationship with the Company, including whether any of the advisor’s personnel concurrently served as officers or employees of the Company; (iv) whether the engagement professionals owned shares of the Company or the transaction counterparty; (v) whether any success fee or performance-based compensation was payable upon consummation of the Share Exchange; and (vi) whether the advisor would receive any direct or indirect economic benefit from the transaction counterparty. Based on this review, the Company determined that none of the three firms had any structural conflict of interest with either the Company or the transaction counterparty and therefore satisfied the applicable independence requirements. The Company also included express contractual provisions requiring the advisors to perform their services independently, thereby making every effort to safeguard their independence.

 

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With respect to the accounting advisors, Tongyang Life Insurance Co., Ltd. was audited by Ernst & Young Han Young LLC from 2022 through 2024 and appointed Samjong KPMG as its external auditor for the 2025 through 2027 fiscal years. Woori Financial Group Inc. and its affiliates had been audited by Samjong KPMG during the three-year period from 2023 through 2025 and reappointed Samjong KPMG as their external auditor for the 2026 through 2028 fiscal years.

Given that the accounting firms capable of performing valuations of insurance companies are generally limited to the major accounting firms, Samil PricewaterhouseCoopers and Deloitte Anjin LLC were appointed as independent external experts because neither firm had recently served as the external auditor of either party or any of their respective affiliates, and therefore the potential for conflicts of interest was considered to be low. Although Samil PricewaterhouseCoopers had previously provided certain advisory services to the Company, the related fees represented an immaterial portion of the firm’s total revenues. In addition, none of its personnel concurrently served as officers or employees of the Company, neither the firm nor its personnel held shares of the Company and the firm was compensated through a fixed fee that was not contingent upon the consummation of the Share Exchange. Accordingly, Samil PricewaterhouseCoopers had no opportunity to receive any direct or indirect benefit based on the outcome of the transaction.

With respect to the legal advisor, the question of prior appointment as an external auditor was not applicable to Bae, Kim & Lee LLC. Although Bae, Kim & Lee LLC had previously provided certain legal advisory services to the Company, the related fees represented an immaterial portion of the firm’s total revenues. In addition, none of its personnel concurrently served as officers or employees of the Company, and neither the firm nor its personnel held shares of the Company. Although Bae, Kim & Lee LLC served as legal counsel with respect to the Share Exchange generally, the engagement agreement expressly required the firm to provide advice to the Special Committee independently of management and the controlling shareholder. Furthermore, because the firm’s compensation was not contingent upon the consummation of the Share Exchange, it had no opportunity to receive any direct or indirect benefit as a result of the transaction. Accordingly, the Company concluded that no conflict of interest was likely to arise in connection with the firm’s role in supporting and advising the Special Committee.

Meanwhile, taking into account comments received from shareholders and the supervisory authorities expressing concern regarding the potential for conflicts of interest in determining the terms of the Share Exchange, Tongyang Life Insurance Co., Ltd. concluded that it was appropriate to obtain an independent revalidation of the appropriateness of the exchange consideration and the share exchange ratio through a valuation firm that was separate and independent from the existing valuation advisor. Although this transaction involves a comprehensive share exchange between listed companies for which the applicable capital markets laws and regulations do not require an external valuation of the share exchange ratio, the Company determined to strengthen the protection of public shareholders and enhance the objectivity and explainability of the share exchange ratio by engaging an additional independent valuation firm, separate from Samil PricewaterhouseCoopers, to conduct an independent cross-check.

Accordingly, on June 4, 2026, Tongyang Life Insurance Co., Ltd. distributed requests for proposals to multiple accounting firms. Following receipt of proposals and selection of the valuation firm on June 8, 2026, execution of the engagement agreement and commencement of the engagement on June 9, 2026, the Company appointed Deloitte Anjin LLC as the additional independent valuation firm. Deloitte Anjin LLC issued its final valuation report on June 19, 2026. In selecting Deloitte Anjin LLC, Tongyang Life Insurance Co., Ltd. evaluated: (i) the firm’s independence and the absence of any special relationship or conflict of interest with the existing valuation advisor, the transaction parties, major shareholders or other advisors; (ii) its legal eligibility to serve as an external valuation firm under the applicable capital markets laws and regulations, including the absence of any statutory disqualifications; (iii) its valuation expertise and execution capabilities, including experience in mergers and acquisitions, share exchange transactions involving listed companies and valuations of financial institutions, as well as the availability of dedicated personnel; and (iv) its ability to issue the valuation report within the timetable for the amended registration statement, together with the adequacy of its internal review and quality control procedures. Based on this review, the Company determined that Deloitte Anjin LLC satisfied all of the foregoing criteria.

 

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In assessing the independence of Deloitte Anjin LLC, Tongyang Life Insurance Co., Ltd. applied the same criteria used in reviewing the independence of Samil PricewaterhouseCoopers and Bae, Kim & Lee LLC, namely: (i) whether the firm had served as the Company’s external auditor; (ii) the existence and materiality of any prior advisory or other business relationships with the Company; (iii) whether any of the firm’s personnel concurrently served as officers or employees of the Company; (iv) whether the engagement professionals owned shares of the Company or the transaction counterparty; (v) whether any success fee or performance-based compensation was payable upon consummation of the Share Exchange; and (vi) whether the firm would receive any direct or indirect economic benefit from the transaction counterparty.

As a result of this review, the Company determined that Deloitte Anjin LLC had no structural conflict of interest with either the Company or the transaction counterparty and therefore satisfied the applicable independence requirements. In addition, because Deloitte Anjin LLC was compensated through a fixed fee that was not contingent upon the consummation of the Share Exchange, the Company concluded that the firm had no opportunity to receive any direct or indirect economic benefit based on the outcome of the transaction.

A summary of the results of the independence review is set forth below.

 

Review Area		Review Item		Samil PricewaterhouseCoopers		Bae, Kim & Lee LLC		Deloitte Anjin LLC
(1) Relationship with the Company		① Has not served as the Company’s external auditor during the past three years		Satisfied (Not applicable)		Satisfied (Not applicable)		Satisfied (Not applicable)
		② If the firm has provided advisory or other services to the Company during the past three years (other than in connection with the Share Exchange), the fees for such services are immaterial relative to the firm’s total advisory revenues		Satisfied (No impact)		Satisfied (No impact)		Satisfied (No impact)
		③ Is not currently engaged under any principal advisory agreement (including legal or management advisory services) that gives rise to a significant ongoing business relationship with the Company		Satisfied (Not applicable)		Satisfied (Not applicable)		Satisfied (Not applicable)
		④ No officer or employee of the Company has concurrently served, within the past two years or currently serves, as a full-time officer or employee of the external advisor		Satisfied (Not applicable)		Satisfied (Not applicable)		Satisfied (Not applicable)
		⑤ No other structural conflict of interest exists that would impair the external advisor’s ability to perform the engagement independently		Satisfied (Not applicable)		Satisfied (Not applicable)		Satisfied (Not applicable)
(2) Specific Interest in the Share Exchange		⑥ Neither the external advisor (firm) nor the engagement personnel directly owns shares of the Company or the transaction counterparty (Woori Financial Group Inc.)		Satisfied (Not applicable)		Satisfied (Not applicable)		Satisfied (Not applicable)
		⑦ None of the personnel assigned to the engagement is the spouse, lineal ascendant or lineal descendant of an executive officer of the Company or the transaction counterparty (Woori Financial Group Inc.)		Satisfied (Not applicable)		Satisfied (Not applicable)		Satisfied (Not applicable)
		⑧ No success fee or other performance-based compensation arrangement exists under which fees vary depending on the consummation of the Share Exchange		Satisfied (Not applicable)		Satisfied (Not applicable)		Satisfied (Not applicable)
		⑨ Will not receive any direct or indirect compensation or other economic benefit from the transaction counterparty (Woori Financial Group Inc.) in connection with the Share Exchange		Satisfied (Not applicable)		Satisfied (Not applicable)		Satisfied (Not applicable)

 

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iii) Review of Professional Qualifications

Tongyang Life Insurance Co., Ltd. also assessed whether each of its external advisors possessed the requisite expertise to advise on the Share Exchange. With respect to the accounting advisors, the Company reviewed: (i) whether the firm had substantial experience in performing valuation analyses in connection with corporate restructuring transactions; (ii) whether the firm possessed expertise in valuing insurance companies and in applying multiple valuation methodologies; and (iii) whether the engagement professionals possessed appropriate professional qualifications and substantial practical experience. With respect to the legal advisor, the Company reviewed: (i) whether the firm had substantial experience advising on corporate governance restructuring transactions within financial groups, including comprehensive share exchanges; (ii) whether the firm possessed both theoretical and practical expertise in transactions involving the going-private of listed companies; and (iii) whether the engagement professionals had substantial practical experience in mergers and acquisitions and other related practice areas.

Samil PricewaterhouseCoopers, the largest accounting firm in Korea and the Korean member firm of the global PwC network, has extensive experience in providing fair value valuations, accounting advisory services and management consulting across a broad range of industries. The Company also noted that Samil PricewaterhouseCoopers possesses expertise in multiple valuation methodologies and has substantial experience performing valuation analyses in connection with corporate restructuring transactions, including comprehensive share exchanges and mergers between listed companies. In particular, Samil PricewaterhouseCoopers has extensive experience advising insurance companies, including with respect to the determination of the merger ratio for the merger of M Life Insurance and P Life Insurance, capital management advisory services for N Life Insurance and actuarial valuation services in connection with a rights offering by H Non-Life Insurance. In addition, the firm is able to assign engagement professionals with substantial experience. Accordingly, the Company concluded that Samil PricewaterhouseCoopers possessed the requisite expertise to advise on the Share Exchange.

Bae, Kim & Lee LLC, one of Korea’s leading full-service law firms, has extensive experience advising on corporate governance matters, corporate law, mergers and acquisitions and capital markets transactions. The Company noted that Bae, Kim & Lee LLC has advised on numerous comprehensive share exchange transactions, including the comprehensive share exchange undertaken to acquire full ownership of M Fire & Marine Insurance and M Securities by M Financial Group, the comprehensive share exchange between D Financial Group and D Life Insurance and the review of a comprehensive share exchange involving a subsidiary of S Securities. The Company further noted that Bae, Kim & Lee LLC possesses extensive theoretical and practical expertise in transactions involving the going-private of listed companies and has recently advised on numerous corporate governance restructuring transactions involving financial institutions. Accordingly, the Company concluded that the engagement professionals assigned by Bae, Kim & Lee LLC possessed sufficient practical experience and that the firm had the requisite expertise to provide legal advice in connection with the Share Exchange.

Deloitte Anjin LLC, one of Korea’s leading accounting firms and the Korean member firm of the global Deloitte network, has extensive experience in providing fair value valuations, financial advisory services and accounting advisory services across a wide range of industries. The Company also noted that Deloitte Anjin LLC has performed numerous valuation engagements in connection with corporate value assessments, share valuations and corporate restructuring transactions, including mergers, spin-offs and comprehensive share exchanges. In addition, Deloitte Anjin LLC has accumulated significant experience in advising on the valuation of insurance companies, capital management and financial strategy based on its extensive understanding of the financial services and insurance industries. The Company further concluded that Deloitte Anjin LLC possessed both the expertise and resources to assign professionals with substantial experience in the financial services and insurance sectors and, accordingly, had the requisite expertise and independence to advise on the Share Exchange.

A summary of the results of the professional qualifications review is set forth below.

 

[Accounting Advisor: Samil PricewaterhouseCoopers]
Sufficient experience in providing business valuation advisory services for corporate restructuring transactions, including comprehensive share exchanges and mergers between listed companies		Satisfied

 

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Expertise in multiple business valuation methodologies applicable to listed companies and financial institutions		Satisfied
The engagement partner and lead professionals responsible for the engagement possess appropriate business valuation qualifications and at least five years of relevant practical experience		Satisfied

 

[Legal Advisor: Bae, Kim & Lee LLC]
Sufficient experience in providing legal advice on corporate governance restructuring transactions involving listed companies and financial institutions, including comprehensive share exchanges and mergers		Satisfied
Theoretical and practical expertise in going-private transactions involving listed companies and related legal disputes		Satisfied
The engagement partner and lead attorneys responsible for the engagement possess substantial expertise and practical experience in mergers and acquisitions and financial regulatory matters		Satisfied

 

[Accounting Advisor: Deloitte Anjin LLC]
Sufficient experience in providing business valuation advisory services for corporate restructuring transactions, including comprehensive share exchanges and mergers between listed companies		Satisfied
Expertise in multiple business valuation methodologies applicable to listed companies and financial institutions		Satisfied
The engagement partner and lead professionals responsible for the engagement possess appropriate business valuation qualifications and at least five years of relevant practical experience		Satisfied

(c) Review of the Independence of the Selection of a Single External Valuation Firm

Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. recognized that the fairness of the transaction terms of the Share Exchange could have a material impact on the interests of minority shareholders. Accordingly, they determined that the valuation of the companies and verification of the share exchange ratio required an external valuation firm possessing the expertise necessary to conduct a systematic and reliable valuation.

In selecting an external valuation firm to verify the share exchange ratio, Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. determined that appointing a single valuation firm, while implementing separate safeguards to ensure the independence of both the valuation firm and the valuation process, would provide a fairer and more efficient means of verifying the share exchange ratio than appointing multiple valuation firms.

The selected external valuation firm, Samil PricewaterhouseCoopers, was engaged under a fixed-fee arrangement, such that its compensation was not contingent upon the successful completion of the Share Exchange. The fees payable for the valuation services were shared equally between Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. As a result, Samil PricewaterhouseCoopers had no economic incentive to perform the valuation in a manner favorable to either party, thereby ensuring its independence in this respect.

In valuing Woori Financial Group Inc., a pure holding company with numerous financial institution subsidiaries, and Tongyang Life Insurance Co., Ltd., one of its consolidated subsidiaries, it was considered preferable for a single valuation firm to perform the valuation in order to establish consistent and uniform valuation standards. This approach was viewed as particularly beneficial in addressing matters involving evaluator judgment, including the application of industry-specific considerations for each subsidiary and the selection of reasonable assumptions and valuation premises, thereby enhancing the fairness and appropriateness of the valuation.

 

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With respect to the legal issues that Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. were required to consider in connection with implementing the Share Exchange, including compliance with applicable procedures and the directors duties of care and loyalty, the two companies could have differing legal positions and interests. Accordingly, it was considered appropriate for each company to retain separate legal counsel to provide legal advice from the perspective of that company and to address its respective legal risks. However, with respect to the valuation, it was determined that, provided the valuation firm maintained an objective and neutral position between the parties, applying consistent and uniform valuation standards through a single valuation firm would better ensure the reliability and appropriateness of the valuation.

The companies also considered that strict confidentiality was essential because any leakage of information relating to the Share Exchange prior to determining the exchange consideration based on market prices could influence the market price of the shares and thereby impair the fairness of the determination of the exchange consideration. This consideration also supported the decision to appoint a single valuation firm rather than multiple valuation firms.

Meanwhile, consideration was given to the practical circumstance in Korea that only a limited number of valuation firms possess the capability to value both financial holding companies and insurance companies. The companies also considered that the Ministry of Justice’s Guidelines on Directors’ Conduct in Corporate Reorganizations acknowledge that, for the same reason, it may not be appropriate to recommend that multiple advisory firms be retained in all cases.

As described above, each company independently verified the evaluations and review findings of the accounting firms and law firms so that the valuation review relating to the exchange ratio and the review of legal issues could be conducted from a more independent perspective. In particular, because a comprehensive share exchange between affiliated companies is generally regarded as a transaction type involving a significant potential for conflicts of interest, each company separately engaged external advisors in order to maximize independence and fairness.

(2) Whether the External Legal Advisors Reviewed Whether the Companies Complied with the Procedures Required by Applicable Laws in Connection with the Comprehensive Share Exchange, the Legitimacy of the Transaction Purpose, the Fairness of the Transaction Terms and the Appropriateness of the Transaction Procedures

[Woori Financial Group Inc.]

Kim & Chang, legal counsel to Woori Financial Group Inc., conducted a comprehensive legal review of the proposed comprehensive share exchange, including whether the Company complied with the procedures required under applicable laws and regulations, the legitimacy of the transaction purpose, the fairness of the transaction terms, and the appropriateness of the transaction procedures. In conducting its legal review, Kim & Chang requested from Woori Financial Group Inc. the information it considered necessary for its review and received comprehensive responses from the Company. Based on the information provided, Kim & Chang submitted its opinions to the Special Committee.

The following are illustrative examples of the information requests made by Kim & Chang.

 

Business Necessity

The purpose of the Share Exchange and the rationale for acquiring 100% ownership of Tongyang Life Insurance Co., Ltd., notwithstanding Woori Financial Group Inc.’s existing controlling interest.

The expected benefits of making Tongyang Life Insurance Co., Ltd. a wholly owned subsidiary.

Alternative methods available to achieve full ownership of Tongyang Life Insurance Co., Ltd.

The anticipated impact and effects of the Share Exchange on the management, financial condition and business operations of Woori Financial Group Inc.

Any post-transaction restructuring plans that may be considered following the Share Exchange.

Whether Tongyang Life Insurance Co., Ltd. requested any specific conditions as a prerequisite to, or consideration for, the Share Exchange.

 

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Fairness of the Transaction Terms

Whether the reference market price appropriately reflected the current value of Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd.

Whether there were any circumstances suggesting that the share price of either party had been abnormally affected at the time the Share Exchange was approved.

The methodology used to verify the appropriateness of the Share Exchange ratio.

Whether any special circumstances existed that would justify the application of a discount or premium, or whether Tongyang Life Insurance Co., Ltd. had requested such an adjustment.

Procedural Appropriateness

Presentation materials and minutes of the meetings of the Board of Directors and the Special Committee.

Internal memoranda and draft documents prepared by the responsible departments.

The proposed transaction timetable, procedures and supporting rationale.

Directors’ Fiduciary Duty to Shareholders

The composition of the Special Committee and the criteria and process used for selecting its members.

The criteria and process for selecting the other external advisors and the measures implemented to ensure their independence.

The review activities undertaken by Kim & Chang, as external legal advisor, and a summary of its findings are set forth below.

(a) Specific Review Activities

 

Date		Review Activities
January 30, 2026 – March 31, 2026.		Conducted a preliminary review of the legal issues relating to the Share Exchange.
April 1, 2026		Attended and participated in the meeting of the Special Committee of Woori Financial Group Inc. in connection with the Share Exchange and provided an overview of the Ministry of Justice’s Guidelines on Directors’ Standards of Conduct and directors’ fiduciary duty to shareholders.
April 2, 2026 – April 21, 2026		Reviewed the deliberations and progress of the Special Committee.
		Reviewed the legality of the Share Exchange and matters relating to directors’ fiduciary duty to shareholders, and prepared a legal opinion.
April 22, 2026 – April 24, 2026		Reviewed the draft Share Exchange Agreement and other transaction documents.

The information requested by Kim & Chang from Woori Financial Group Inc., together with the number of professionals assigned to the engagement and the total hours devoted to the engagement, are summarized below.

 

Item		Description
Information Requested from the Company		Presentation materials for meetings of the Board of Directors and the Special Committee
		Minutes of meetings of the Board of Directors and the Special Committee
		Internal reports relating to the Share Exchange
		Other information responsive to the foregoing requests
Number of Professionals Assigned		9
Total Hours Worked		335.3 hours

(b) Summary of Review

Kim & Chang’s principal conclusions with respect to the Share Exchange, from the perspective of Woori Financial Group Inc. and its shareholders, are summarized below.

i) Legitimacy of this transaction Purpose

If Woori Financial Group Inc. acquires 100% ownership of Tongyang Life Insurance Co., Ltd., the Group will be able to retain all earnings generated by Tongyang Life Insurance Co., Ltd. within the Group, thereby enhancing shareholder value. Full ownership would also facilitate more efficient and timely decision-making, strengthen the Group’s control over Tongyang Life Insurance Co., Ltd. and its subsidiaries, simplify and improve the efficiency of the Group’s corporate governance structure and enhance the competitiveness of Woori Financial Group Inc. as a financial holding company. Accordingly, the Share Exchange may reasonably be regarded as serving a legitimate business purpose.

 

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ii) Fairness of this transaction Terms

Under the FSCMA, the Share Exchange ratio and the Share Exchange consideration must be determined in accordance with the applicable statutory requirements. Provided that, at the time the Board of Directors approves the Share Exchange, there are no circumstances indicating that the market price of Woori Financial Group Inc.’s shares is abnormally undervalued relative to its intrinsic value or ordinary trading level, or that the market price of Tongyang Life Insurance Co., Ltd.’s shares is abnormally overvalued, and provided further that the appropriateness of the Share Exchange ratio has been carefully reviewed with the assistance of an independent accounting firm, the Share Exchange ratio may be regarded as fair.

iii) Procedural Appropriateness

A comprehensive share exchange is a transaction expressly permitted under the KCC. Accordingly, if the Share Exchange is carried out in accordance with the procedures and requirements prescribed by applicable law and the Board of Directors and the relevant committee are provided with sufficient information and engage in appropriate deliberations regarding the business necessity of the transaction and the fairness of the transaction terms before making their decision, the transaction should not present any procedural concerns.

From the perspective of compliance with directors’ fiduciary duty to shareholders, Kim & Chang also concluded that appropriate procedures had been followed. In particular, the Company established a Special Committee composed entirely of outside directors possessing the requisite expertise and independence, thoroughly reviewed the various aspects of the transaction, held three in-person meetings during which the Special Committee engaged in substantive and detailed discussions with its external advisors and maintained appropriate documentation of its deliberations and decision-making process.

(c) Views Regarding Potential Conflicts of Interest

i) Whether Potential Conflicts of Interest Have Been Adequately Addressed

The Share Exchange is a share-for-share transaction in which the shareholders of Tongyang Life Insurance Co., Ltd. will transfer their shares of Tongyang Life Insurance Co., Ltd. to Woori Financial Group Inc. and, in consideration therefor, receive newly issued shares of Woori Financial Group Inc. based on the Share Exchange ratio determined in accordance with the applicable provisions of the FSCMA and other applicable laws and regulations. Because Woori Financial Group Inc. does not have a controlling shareholder, the transaction is structurally unlikely to give rise to circumstances in which the Company’s assets or value are improperly transferred, resulting in a conflict of interest between the Company and its shareholders, or in which transaction terms favor a controlling shareholder at the expense of minority shareholders.

In particular, Woori Financial Group Inc. will acquire full ownership of Tongyang Life Insurance Co., Ltd. through a simplified small-scale comprehensive share exchange permitted under the KCC without any cash outflow. The transaction is also intended to eliminate the dual listing of Woori Financial Group Inc. and its subsidiary, Tongyang Life Insurance Co., Ltd., and to eliminate the costs and burdens associated with maintaining Tongyang Life Insurance Co., Ltd.’s listing. Accordingly, Kim & Chang concluded that the transaction does not, by its structure, present material conflict-of-interest concerns.

Accordingly, Kim & Chang concluded that the Share Exchange is unlikely to involve either (i) a conflict of interest between Woori Financial Group Inc. and its shareholders or (ii) a conflict of interest between a controlling shareholder of Woori Financial Group Inc. and its minority shareholders.

 

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ii) Whether Concerns Regarding Potential Harm to Shareholder Interests Have Been Adequately Addressed

From the perspective of Woori Financial Group Inc.’s shareholders, the Share Exchange enables Woori Financial Group Inc. to acquire full ownership of Tongyang Life Insurance Co., Ltd. without any cash outflow. In addition, because the transaction qualifies as a small-scale share exchange, the resulting dilution of the voting interests of existing shareholders is expected to be minimal. Accordingly, Kim & Chang concluded that the Share Exchange is unlikely to materially prejudice the interests of Woori Financial Group Inc.’s shareholders.

Although existing shareholders of Woori Financial Group Inc. will experience dilution as a result of the issuance of new shares in the Share Exchange, Kim & Chang concluded that the transaction does not unfairly prejudice minority shareholders for the following reasons:

① The Share Exchange consideration determined using the statutory reference market price methodology under the FSCMA, and the resulting Share Exchange ratio, fall within the range produced by generally accepted valuation methodologies. Accordingly, there is no basis to conclude that the Share Exchange ratio is unfair to either party. Kim & Chang further concluded that applying a premium in the absence of objectively identifiable circumstances would instead give rise to concerns regarding arbitrariness and could provoke shareholder opposition. Therefore, applying the statutory reference market price without adjustment represents the most neutral approach.

Although the FSCMA permits the application of a premium or discount of up to ±10% to the reference market price in comprehensive share exchanges between affiliated companies, the reference market price reflects all publicly available information, market supply and demand and investor expectations regarding both companies. In addition, it is determined based on the period-average (arithmetic average of the preceding date, one week, one month), thereby mitigating the effect of short-term market volatility. Accordingly, absent unusual circumstances such as extraordinary price movements caused by short-term market events, Kim & Chang concluded that the reference market price should not be adjusted in order to preserve market acceptability.

Accordingly, given that the share exchange ratio so determined (based on the reference market price) is clear from both a legal and procedural standpoint, Kim & Chang concluded that, unless the basis for applying a premium or discount—and the magnitude of such adjustment—could be objectively justified and explained through a clear methodology, any such adjustment would likely make it more difficult to obtain the support of shareholders adversely affected by the adjustment and could generate additional controversy. Therefore, Kim & Chang concluded that determining the Share Exchange ratio based on the unadjusted reference market price represents the most neutral and objectively supportable approach.

② To enhance shareholder value, Woori Financial Group Inc. planned to repurchase treasury shares in an aggregate amount of KRW 200 billion during the period from February 10, 2026 to June 10, 2026. As of June 5, 2026, the Company had completed the repurchase of 5,986,638 treasury shares (To minimize potential conflicts of interest, no repurchases were made during the period from March 24, 2026 through April 23, 2026, which corresponded to the period used in determining the share exchange ratio). Following the public announcement on June 10, 2026 of the Board’s decision to cancel the repurchased treasury shares, all 5,986,638 shares repurchased for an aggregate amount of KRW 200 billion were canceled on June 18, 2026. In addition, over the medium to long term, the anticipated synergies from making Tongyang Life Insurance Co., Ltd. a wholly owned subsidiary—including improved group profitability, a strengthened insurance portfolio and the elimination of costs associated with maintaining dual listings—are expected to enhance shareholder value to an extent that exceeds the dilution resulting from the issuance of new shares. Furthermore, shareholders of Tongyang Life Insurance Co., Ltd. will not simply lose their status as shareholders of a listed company; rather, they will become shareholders of Woori Financial Group Inc. and will continue their investment through Woori Financial Group Inc. Accordingly, Kim & Chang concluded that the structure of the transaction does not favor or disadvantage any particular group of shareholders.

iii) Basis for the Conclusion that the Share Exchange Ratio Is Fair

 

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The share exchange ratio between listed companies must be determined in accordance with the applicable capital markets laws and regulations. Although the applicable regulations permit the application of a premium or discount of up to 10%, Kim & Chang concluded that an arbitrary premium or discount could instead disadvantage certain shareholders. Accordingly, because Woori Financial Group Inc. determined the share exchange ratio based on the unadjusted market price in order to protect the interests of its shareholders while appropriately balancing the respective interests of the shareholders of Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd., Kim & Chang concluded that the resulting share exchange ratio should not be regarded as unfair.

iv) Review of the Appropriateness of the Measures Adopted by Woori Financial Group Inc. to Enhance the Fairness of this transaction

To enhance the fairness of the Share Exchange, Woori Financial Group Inc. established a Special Committee composed exclusively of outside directors and obtained reviews from independent external legal and accounting advisors, the results of which were reported to the Special Committee. Through three meetings, the Special Committee conducted detailed deliberations regarding the necessity and purpose of the Share Exchange from the perspective of Woori Financial Group Inc., the transaction terms, including the share exchange ratio, and the impact of the transaction on shareholders. The Special Committee also compared the proposed share exchange with alternative methods by which Woori Financial Group Inc. could acquire full ownership of Tongyang Life Insurance Co., Ltd., including individual negotiations with shareholders, a tender offer and the statutory squeeze-out procedure available to controlling shareholders under the KCC, and concluded that a share-for-share comprehensive share exchange was the most appropriate alternative for Woori Financial Group Inc.

In addition, Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. engaged independent external experts, including accounting firms, to conduct a comprehensive review of the appropriateness of the share exchange ratio using multiple valuation methodologies, and confirmed that the market price-based share exchange ratio was not unfair. Furthermore, in order to facilitate the Share Exchange with Tongyang Life Insurance Co., Ltd., the Board of Directors of Woori Financial Group Inc. carefully considered and responded to inquiries from the Special Committee of Tongyang Life Insurance Co., Ltd. (the possibility of applying a premium in determining the share exchange ratio, the practical short-, medium- and long-term benefits that minority shareholders of Tongyang Life Insurance Co., Ltd. could expect to receive by participating in the Share Exchange at the current time). Woori Financial Group Inc. also made substantial efforts to satisfy the directors’ fiduciary duty to shareholders by providing shareholders with comprehensive information regarding the Share Exchange. In light of the foregoing, Kim & Chang concluded that Woori Financial Group Inc. adopted appropriate measures, within the scope permitted under applicable law, to enhance the fairness of the Share Exchange.

[Tongyang Life Insurance Co., Ltd.]

Tongyang Life Insurance Co., Ltd.’s legal counsel, Bae, Kim & Lee LLC, conducted a comprehensive legal review of the Share Exchange, including whether the Company had complied with all procedures required under applicable laws and regulations, the legitimacy of the purpose of the transaction, the fairness of the transaction terms and the propriety of the transaction procedures.

(a) Summary of Activities

The principal activities performed by Bae, Kim & Lee LLC, which was appointed as legal counsel to the Special Committee of Tongyang Life Insurance Co., Ltd. in connection with the Share Exchange, are summarized below.

 

Date		Activities
March 17 – April 6, 2026		Advised on the necessity for, and the establishment, operation and key considerations relating to, the Special Committee.
		Provided legal advice regarding the detailed structure and operation of the Special Committee, including consultations with the outside directors and the Board of Directors concerning its establishment.
		Reviewed the Special Committee operating rules and checklist and provided legal advice regarding the selection of Special Committee members.
		Reviewed the proposed schedule and agenda for the Special Committee.

 

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April 7 – April 8, 2026		Requested information and factual materials necessary for the legal review, including information regarding
		(background of the Share Exchange; the Company’s business operations and future business plans; the historical performance and outlook of the share prices of the parties; the proposed external valuation process; the proposed treatment of Tongyang Life Insurance Co., Ltd.’s treasury shares; and shareholder communication plans)
April 9, 2026		Attended the first meeting of the Special Committee and reviewed questions raised by the committee members regarding the Share Exchange, including the methodology for determining the reference market price and precedents involving discounts or premiums.
April 9 – April 13, 2026		Conducted a legal review (the necessity for the Share Exchange, the methodology for determining the share exchange ratio under the applicable capital markets laws and regulations and the procedural propriety of the Share Exchange).
April 14, 2026		Attended the second meeting of the Special Committee and reported the results of the legal review.
April 14 – April 19, 2026		Conducted additional legal analysis of issues raised during the second meeting of the Special Committee (cancellation of existing treasury shares as a minority shareholder protection measure, the appropriateness of the appraisal rights exercise period and the appropriateness of applying a premium).
		Prepared a legal opinion (legitimacy of the transaction purpose, the fairness of the transaction terms, the procedural propriety of the transaction and the appropriateness of the proposed minority shareholder protection measures).
April 20, 2026		Attended the third meeting of the Special Committee, reported the results of the additional legal review and provided a draft legal opinion.
April 20 – April 24, 2026		Conducted additional legal analysis of issues raised during the third meeting of the Special Committee (shareholder disclosure measures and initiatives to enhance shareholder value for public shareholders following the Share Exchange).
		Delivered the final legal opinion and reviewed the proposed Board materials (to confirm that the Special Committee’s recommendations had been appropriately reflected).
April 24 – April 30, 2026		Conducted a legal review of the shareholder communication plan and the agenda for the first shareholder meeting.
May 6, 2026		Attended the first shareholder meeting and provided legal advice in response to the principal questions raised by shareholders.
May 27 – June 10, 2026		Conducted a legal review of additional measures to enhance the fairness of the transaction (holding an additional shareholder meeting and engaging an additional independent valuation firm).
June 15 – June 23, 2026		Provided legal advice regarding the agenda for the second shareholder meeting and the fourth meeting of the Special Committee, and conducted a legal review of additional measures to protect minority shareholders.
June 22, 2026		Attended the second shareholder meeting and provided legal advice in response to the principal questions raised by shareholders.
June 23, 2026		Attended the fourth meeting of the Special Committee and presented its views, from a shareholder protection perspective, on the re-evaluation of the Share Exchange.
June 24 – June 30, 2026		Provided a supplemental legal opinion in response to additional review requests following the fourth meeting of the Special Committee (a reassessment of the appropriateness of the share exchange ratio and the treatment of treasury shares, as well as the permissibility of increasing the expected appraisal rights purchase price).
July 1, 2026		Attended the fifth meeting of the Special Committee and presented its opinion regarding the proposed increase in the expected appraisal rights purchase price.
July 2, 2026		Reviewed the proposed Board materials (to confirm that the Special Committee’s recommendations had been appropriately reflected).

Note) The foregoing summarizes the activities relating to the establishment and operation of the Special Committee.

The principal activities performed by Bae, Kim & Lee LLC, the information it requested from Tongyang Life Insurance Co., Ltd., and the number of professionals engaged and total hours devoted to the engagement are summarized below.

 

Item		Bae, Kim & Lee LLC
Principal Activities		Provided legal advice regarding the establishment, operation and timing of the Special Committee
		Conducted and reported the results of legal reviews (reviews of issues considered by the Special Committee).
		Prepared and delivered legal opinions.

 

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Information Requested from the Company		All internal reports relating to the Share Exchange.
		The Special Committee operating rules and committee member appointment agreements.
		Agenda materials and minutes for each meeting of the Special Committee.
		Materials regarding the Company’s share price performance and outlook, and the Company’s valuation materials.
Number of Professionals Assigned		5
Total Hours Worked		221 hours

Note) The foregoing summarizes the activities relating to the establishment and operation of the Special Committee.

(b) Summary of Review

Bae, Kim & Lee LLC’s principal conclusions with respect to the Share Exchange, from the perspective of Tongyang Life Insurance Co., Ltd. and its shareholders, are summarized below.

In a comprehensive share exchange, depending on the share exchange ratio, (i) the value of the shares held by the public shareholders of the company becoming a wholly owned subsidiary may not be appropriately reflected, thereby raising concerns regarding the protection of the interests of all shareholders, and (ii) if the interests of the controlling shareholder influence the determination of the share exchange ratio, the rights and interests of minority shareholders may be materially prejudiced. Accordingly, it is necessary to examine whether alternative transaction structures are available, whether the transaction terms are substantively fair and whether the transaction procedures are conducted in a fair manner.

Bae, Kim & Lee LLC concluded that the Share Exchange (i) serves a legitimate business purpose, (ii) is fair from both a procedural and substantive perspective and (iii) has been implemented through appropriate procedures that adequately address potential conflicts of interest among shareholders.

i) Legitimacy of the Transaction Purpose

Tongyang Life Insurance Co., Ltd. has been considering various long-term strategies to strengthen its competitiveness, including expanding into new business areas, such as healthcare-related businesses, with the support of the Group and achieving economies of scale through integration with other insurance affiliates. In this context, Bae, Kim & Lee LLC concluded that making Tongyang Life Insurance Co., Ltd. a wholly owned subsidiary and delisting it through the Share Exchange is necessary as a preliminary step to facilitate the prompt implementation of management strategies and timely support from the Group.

In addition, because the Share Exchange will eliminate the dual-listing structure between Tongyang Life Insurance Co., Ltd. and Woori Financial Group Inc., it is expected to enhance the corporate value of both companies.

Bae, Kim & Lee LLC further noted that it is uncertain whether these strategic and business objectives could be achieved through alternative restructuring methods, such as a merger, and concluded that the Share Exchange is consistent with the broader policy direction of financial holding company restructurings aimed at eliminating dual listings. Accordingly, the Share Exchange was considered necessary and in the interests of Tongyang Life Insurance Co., Ltd. and all of its shareholders.

ii) Fairness of the Transaction Terms

 

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Because the Share Exchange is a transaction between two listed companies, the Share Exchange consideration is determined based on publicly available market prices in accordance with the FSCMA and the share exchange ratio is determined by comparing the relative values of the two companies. Accordingly, absent extraordinary circumstances, such as the market prices used in determining the statutory reference market prices being based on false information or affected by market manipulation or other improper means, Bae, Kim & Lee LLC concluded that the share exchange ratio determined pursuant to the applicable capital markets laws and regulations should be regarded as fair.

According to Samil PwC, compared with companies operating in similar industries, Tongyang Life Insurance Co., Ltd. has continued to trade at a relatively higher price-to-book ratio (“P/B ratio”) following its acquisition by Woori Financial Group Inc., whereas Woori Financial Group Inc.’s shares have traded at P/B ratios comparable to or lower than those of other financial holding companies, reflecting, among other things, the limitations of its business portfolio. Accordingly, Samil PwC concluded that the Share Exchange is not expected to disadvantage the shareholders of Tongyang Life Insurance Co., Ltd. or otherwise impair the equitable treatment of all shareholders.

Samil PwC also determined the relative valuation ranges of the two companies using multiple valuation methodologies. Under the intrinsic value approach, it valued Woori Financial Group Inc. using the Discounted Cash Flow(DCF) methodology and valued Tongyang Life Insurance Co., Ltd. using the Market Value Surplus(MVS) methodology, resulting in an implied share exchange ratio range of 1:0.1386978 to 1:0.3167038. Under the market approach, it derived a relative valuation range of 1:0.1541774 to 1:0.2094516 based on the relative market prices of the two companies during the period from the end of December 2025 through mid-April 2026.

As of April 23, 2026, the share exchange ratio calculated under the statutory reference market price methodology pursuant to the FSCMA was 1:0.2521056. This ratio falls within the upper end of the range derived under the intrinsic value approach and exceeds the range derived under the market approach. Accordingly, Bae, Kim & Lee LLC concluded that the statutory share exchange ratio reflects a relatively higher valuation of Tongyang Life Insurance Co., Ltd. and is therefore more favorable to the shareholders of Tongyang Life Insurance Co., Ltd.

iii) Procedural Appropriateness

Tongyang Life Insurance Co., Ltd. plans to implement the Share Exchange in accordance with the procedures prescribed under the KCC, the FSCMA and other applicable laws and regulations, including approval by the Board of Directors, execution of the Share Exchange Agreement and approval by the shareholders at a general meeting. Accordingly, Bae, Kim & Lee LLC concluded that the transaction is unlikely to present any material procedural issues from a legal compliance perspective.

Bae, Kim & Lee LLC noted, however, that one of the directors of Tongyang Life Insurance Co., Ltd., Jeong-soo Lee, a non-standing director, concurrently serves as an executive officer (who is not a registered director) of Woori Financial Group Inc., the counterparty to the transaction. Although the mere fact that an individual concurrently serves as an executive officer, rather than as a representative director, does not necessarily constitute a special interest in the Share Exchange, Tongyang Life Insurance Co., Ltd. imposed voting restrictions on the director in order to prevent any potential conflict of interest and further enhance the procedural integrity of the transaction.

Meanwhile Tongyang Life Insurance Co., Ltd. intends to provide appraisal rights to shareholders who dissent from the Share Exchange at the purchase price determined in accordance with the applicable capital markets laws and regulations. Bae, Kim & Lee LLC concluded that this approach is consistent with the purpose of the applicable laws governing appraisal rights, taking into account that (i) Tongyang Life Insurance Co., Ltd. has a large number of minority shareholders, making individual price negotiations impracticable, (ii) the same purchase price should be applied to all dissenting shareholders in the interest of equal treatment and (iii) the statutory appraisal rights purchase price, when evaluated on the basis of the Company’s price-to-book ratio reflecting its shareholders’ equity, cannot be regarded as less favorable than the historical acquisition price.

 

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(c) Overall Opinion of Bae, Kim & Lee LLC

i) Whether Potential Conflicts of Interest Have Been Adequately Addressed

The share exchange ratio between listed companies is determined on the basis of objectively established market prices in accordance with the applicable capital markets laws and regulations. Tongyang Life Insurance Co., Ltd. established a Special Committee, engaged independent external experts and obtained a separate valuation of the appropriate share exchange ratio. Because the share exchange ratio adopted in the transaction was confirmed to be appropriate when compared with the results of the independent valuation, Bae, Kim & Lee LLC concluded that concerns regarding conflicts of interest in connection with the determination of the share exchange ratio and the procedural fairness of the transaction had been adequately addressed.

Bae, Kim & Lee LLC also noted that Tongyang Life Insurance Co., Ltd. faces structural challenges in responding to the rapidly changing environment of the insurance industry and may be required to raise additional capital following the implementation of the Basic Capital K-ICS (Korean Insurance Capital Standard) ratio requirements beginning in 2027. Under the Company’s current ownership structure, which includes a large number of minority shareholders, it may be difficult to pursue capital-raising initiatives because of concerns regarding shareholder dilution.

In addition, following the adoption of IFRS 17 and the introduction of the policyholder dividend reserve system, Tongyang Life Insurance Co., Ltd. has insufficient distributable profits under the KCC and is therefore expected to face restrictions on shareholder dividends for a certain period. As a result, the Company may face additional constraints in making business decisions that could adversely affect shareholders in the short term. Bae, Kim & Lee LLC concluded that, by establishing a single-shareholder ownership structure through the Share Exchange, Tongyang Life Insurance Co., Ltd. would be able to substantially reduce potential conflicts of interest among shareholders that could otherwise arise in implementing its business strategies.

ii) Whether Concerns Regarding Potential Harm to Shareholder Interests Have Been Adequately Addressed

Shareholders of Tongyang Life Insurance Co., Ltd. may raise concerns that their interests could be adversely affected because they will cease to hold shareholder status in Tongyang Life Insurance Co., Ltd. following the Share Exchange. However, the Share Exchange will not be effected through the payment of cash consideration. Instead, newly issued shares of Woori Financial Group Inc., a listed company, will be delivered to the shareholders of Tongyang Life Insurance Co., Ltd. As a result, the shareholders of Tongyang Life Insurance Co., Ltd. will become shareholders of Woori Financial Group Inc. and will continue to participate in the overall enterprise value of the Woori Financial Group, including Tongyang Life Insurance Co., Ltd.

Accordingly, the effects of the Share Exchange are distinguishable from those of a cash-out going-private transaction, in which shareholders ultimately lose their status as shareholders of a listed company. Through the Share Exchange, shareholders will continue to have the opportunity to benefit from any future appreciation in the value of Woori Financial Group Inc. In particular, according to the accounting advisor, the shares of Woori Financial Group Inc. are more liquid than the shares of Tongyang Life Insurance Co., Ltd., and, in light of Woori Financial Group Inc.’s shareholder-friendly capital return policy, shareholder value is expected to increase over the medium to long term. Accordingly, the shares of Woori Financial Group Inc. are also considered to have greater potential for price appreciation.

Furthermore, given the dispersed ownership structure of Woori Financial Group Inc., it is difficult to conclude that the equity value (or voting power) of the public shareholders will be diluted as a result of the Share Exchange. In addition, shareholders who oppose the Share Exchange have the alternative of exercising their appraisal rights or monetizing their shares by selling them on the Korea Exchange prior to the effective date of the Share Exchange. In light of these considerations, the Share Exchange is not expected to prejudice the interests of the public shareholders of Tongyang Life Insurance Co., Ltd.

iii) Basis for the Conclusion that the Share Exchange Ratio Is Fair

 

140

Recognizing that the share exchange ratio could give rise to potential conflicts of interest between the controlling shareholder and the public shareholders of Tongyang Life Insurance Co., Ltd., the Special Committee conducted a thorough review of the fairness of the share exchange ratio. Although an independent external valuation is not required under the FSCMA where the Share Exchange consideration is determined based on the statutory reference market price methodology, because that methodology already reflects objectively established market values, the Special Committee nevertheless engaged an independent accounting advisor to conduct an additional valuation to verify the appropriateness of the share exchange ratio.

In particular, the Special Committee carefully reviewed the historical share price performance of both companies because selecting a valuation date at which Woori Financial Group Inc.’s shares were relatively overvalued and Tongyang Life Insurance Co., Ltd.’s shares were relatively undervalued could have resulted in an exchange ratio favorable to the controlling shareholder and detrimental to the public shareholders of Tongyang Life Insurance Co., Ltd. As discussed above, the accounting advisor concluded, based on a comparison of each company’s price-to-book ratio, that the share exchange ratio determined using the statutory reference market price methodology was not particularly disadvantageous to the shareholders of Tongyang Life Insurance Co., Ltd. and that Woori Financial Group Inc.’s shares also had meaningful upside potential.

Accordingly, the Special Committee of Tongyang Life Insurance Co., Ltd. concluded that the share exchange ratio determined in accordance with the applicable capital markets laws and regulations was not unfair to the public shareholders of Tongyang Life Insurance Co., Ltd. In addition, prior to the Share Exchange, Tongyang Life Insurance Co., Ltd. canceled all 5,296,004 treasury shares that it held (representing approximately 3.28% of its outstanding shares). The cancellation of the treasury shares was approved simultaneously with the Board’s approval of the Share Exchange in order to avoid unnecessary controversy. Accordingly, while the cancellation did not affect the share exchange ratio, it prevented those treasury shares from receiving newly issued shares of Woori Financial Group Inc., thereby mitigating potential dilution of shareholder value.

In addition, the Special Committee also requested that the Special Committee of Woori Financial Group Inc. consider applying a premium to the Share Exchange consideration for the benefit of the public shareholders of Tongyang Life Insurance Co., Ltd. After considering that the facts and circumstances of the Share Exchange differed from prior precedents involving premiums or discounts and that the prevailing share price trends did not place the shareholders of Tongyang Life Insurance Co., Ltd. at a particular disadvantage, the Special Committee accepted the decision of the Special Committee of Woori Financial Group Inc. not to apply a premium.

In conclusion, the Special Committee of Tongyang Life Insurance Co., Ltd. believes that it has made reasonable efforts to enhance the fairness of the share exchange ratio and to protect the rights and interests of the shareholders of Tongyang Life Insurance Co., Ltd. Accordingly, the Special Committee has determined that the Share Exchange has been conducted on a fair basis.

iv) Review of the Appropriateness of the Fairness Enhancement Measures Adopted by Tongyang Life Insurance Co., Ltd.

After reviewing the Ministry of Justice’s Guidelines on Directors’ Standards of Conduct, Tongyang Life Insurance Co., Ltd. determined to implement additional fairness enhancement measures beyond the general standards applicable to directors by establishing a Special Committee and engaging independent external experts. Accordingly, a Special Committee consisting of three independent outside directors and one external accounting expert was established to review the Share Exchange. Through ongoing consultations with its legal and accounting advisors and three intensive meetings, the members of the Special Committee conducted extensive deliberations and careful consideration of the Share Exchange.

The Board of Directors of Tongyang Life Insurance Co., Ltd. made its decisions regarding the Share Exchange after giving due consideration to the recommendations of the Special Committee. Accordingly, Bae, Kim & Lee LLC concluded that the Company’s fairness enhancement measures through the operation of the Special Committee were effectively implemented. In addition, in response to the Special Committee’s recommendations regarding the protection of minority shareholders, Tongyang Life Insurance Co., Ltd. established a dedicated FAQ section on its website, provided detailed explanations regarding the background, procedures and expected shareholder impact of the Share Exchange, presented key transaction dates and each shareholder’s estimated number of exchange shares in an accessible format and enhanced shareholders’ access to information necessary for informed decision-making, including public disclosures and securities analysts’ reports. The Company also held shareholder meetings to communicate with public shareholders. Bae, Kim & Lee LLC therefore concluded that Tongyang Life Insurance Co., Ltd. made reasonable efforts to provide comprehensive information to shareholders and adopted appropriate procedural measures to comply with directors’ fiduciary duty to shareholders.

 

141

v) Review of the Measures to Protect the Public Shareholders of Tongyang Life Insurance Co., Ltd. Following the Shareholder Meetings

Following the second shareholder meeting, Tongyang Life Insurance Co., Ltd., taking into account the views expressed by public shareholders and the purpose of the Financial Supervisory Service’s request for amendment, conducted an additional review as to whether the expected appraisal rights purchase price for public shareholders dissenting from the Share Exchange should be increased. In this connection, the Special Committee requested that its legal counsel, Bae, Kim & Lee LLC, review the permissibility under applicable law of increasing the expected appraisal rights purchase price, the objective basis for determining the amount of any increase, the fairness among shareholders and the potential impact on the Company’s financial soundness and the stability of the Share Exchange.

Bae, Kim & Lee LLC advised that, although the current expected appraisal rights purchase price of KRW 8,505 had been determined in accordance with the pricing methodology prescribed under the applicable capital markets laws and regulations, the Company would also be permitted to offer, through negotiation, a price higher than the statutory amount in order to enhance the protection of public shareholders and promote the stability of the transaction. Bae, Kim & Lee LLC further noted that, given that the Share Exchange constitutes an intra-group transaction, determining the amount of any increase by reference to the maximum 10% premium permitted under the applicable capital markets laws and regulations in connection with the determination of share exchange consideration could be reasonably justified from the standpoint of equitable treatment of shareholders. Bae, Kim & Lee LLC concluded that increasing the current expected appraisal rights purchase price of KRW 8,505 by 10% to KRW 9,356 would constitute an objective, formula-based adjustment derived from the statutory pricing methodology. In its view, this approach would enhance the cash exit alternative available to dissenting shareholders without modifying the share exchange ratio or the Share Exchange consideration itself. Bae, Kim & Lee LLC also considered that Tongyang Life Insurance Co., Ltd., as a life insurance company, must take into account its capital adequacy requirements, including the K-ICS regime, and its obligations to protect financial consumers. In addition, it considered that a substantial increase in the aggregate amount payable upon the exercise of appraisal rights could adversely affect the stability of the transaction because the Share Exchange Agreement permits termination if the aggregate appraisal rights purchase amount exceeds the contractual threshold.

By contrast, Bae, Kim & Lee LLC concluded that increasing the expected appraisal rights purchase price to KRW 10,562, corresponding to the historical acquisition price paid for the controlling shareholder’s stake, would not be appropriate. That price reflected factors unique to the prior transaction, including a control premium, the timing of the transaction, its specific terms and the results of individual negotiations. Accordingly, Bae, Kim & Lee LLC concluded that it would not be appropriate to use that price as the benchmark for the cash consideration available to dissenting shareholders in the Share Exchange. It further noted that such an increase would raise concerns regarding equitable treatment between shareholders participating in the Share Exchange and dissenting shareholders and would impose a significant burden from the perspectives of the Company’s financial condition, K-ICS capital adequacy and the contractual cap on appraisal rights payments.

Accordingly, Bae, Kim & Lee LLC reported to the Special Committee that increasing the expected appraisal rights purchase price by 10%, from KRW 8,505 to KRW 9,356, represented an appropriate approach that appropriately balanced the protection of minority shareholders, transaction stability and the protection of financial consumers. After considering the report of the fifth meeting of the Special Committee and the opinion of Bae, Kim & Lee LLC, the Board of Directors of Tongyang Life Insurance Co., Ltd. resolved on July 2, 2026 to increase the expected appraisal rights purchase price offered by the Company through negotiation from KRW 8,505 to KRW 9,356, representing a 10% increase.

 

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(3)	Basis for the Valuation Review of the Share Exchange Ratio by the External Accounting Advisor

The Share Exchange constitutes a share exchange between listed companies. Accordingly, the exchange consideration was determined pursuant to Article 165-4 of the FSCMA and Articles 176-5 and 176-6 of the Enforcement Decree thereof, and the exchange ratio was calculated on the basis of such exchange consideration. For purposes of providing reference materials in connection with the decision-making process, Samil PwC was appointed as the external accounting advisor because, in light of its understanding of and expertise regarding the businesses and intrinsic characteristics of both Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd., it was considered capable of conducting the most objective evaluation and was deemed independent due to the absence of any audit engagement or other relationship that could impair its independence. Accordingly, both companies jointly engaged Samil PwC to perform the valuation review, and the results of such review were provided to the boards of directors of the respective companies.

The role of Samil PwC was to provide reference materials that could be used by the boards of directors of the respective companies in reviewing the appropriateness of the exchange ratio and making their decisions. Samil PwC did not provide advice regarding the structuring of the transaction or other transaction design matters. As an independent valuation firm, Samil PwC maintained its independence and objectivity and conducted a valuation review of the equity value of both companies using valuation methodologies generally recognized as fair and reasonable, including the discounted cash flow method.

As an additional measure to mitigate potential conflicts of interest among shareholders, Tongyang Life Insurance Co., Ltd. appointed Deloitte Anjin LLC as an additional independent external valuation firm to independently revalidate the appropriateness of the exchange consideration and the exchange ratio, thereby addressing potential conflicts of interest in the determination of the share exchange transaction terms and further strengthening protections for minority shareholders.

The role of Deloitte Anjin LLC was limited to independently revalidating the objectivity and appropriateness of the exchange ratio and providing its findings as reference materials. Deloitte Anjin LLC did not provide advice regarding the structuring of the transaction or other transaction design matters. Acting as an independent external valuation firm and maintaining its independence and objectivity, Deloitte Anjin LLC performed an independent valuation of the shares of both companies using the discounted cash flow (DCF) method and other valuation methodologies generally recognized as fair and appropriate.

[Samil PwC)]

(a) Specific Activities

The specific activities performed by Samil PwC, which was appointed as the accounting advisor by the Special Committees of both companies in connection with the Share Exchange, and the results of its valuation are set forth below.

[Woori Financial Group Inc.]

 

Date		Samil PwC Activities
Through April 7		–Reviewed the valuation methodologies for valuing the parties to the Share Exchange.
		–Requested historical financial results, business plans and other relevant information relating to the parties to the Share Exchange, and reviewed the consistency of the financial information.
		–Reviewed key inputs to the discount rate, including the risk-free interest rate, market risk premium and comparable company betas.
		–Reviewed the share exchange ratio for the parties to the Share Exchange.
April 8		–Reported to the Special Committee on the proposed valuation methodologies and the preliminary share exchange ratio.
		–Responded to questions and answers regarding the proposed valuation methodologies and the preliminary share exchange ratio.
April 9 – April 13		–Reviewed matters requested by the Special Committee for further analysis and supplementation.
April 14		–Reported to the Special Committee on supplemental analyses and updates relating to the determination of the share exchange ratio.
		–Responded to questions regarding the analysis results.
April 23		–Reported the final analysis of the share exchange ratio range derived under the intrinsic value approach and the market approach.

 

143

[Tongyang Life Insurance Co., Ltd.]

 

Date		Samil PwC Activities
Through April 13		–Reviewed the valuation methodologies for valuing the parties to the Share Exchange.
		–Requested historical financial results, business plans and other relevant information relating to the parties to the Share Exchange, and reviewed the consistency of the financial information.
		–Reviewed key assumptions, including the Financial Supervisory Service’s proposed revisions to the discount rate, enhancements to actuarial assumptions and insurance risk margins.
		– Reviewed the share exchange ratio for the parties to the Share Exchange.
April 14		–Reported to the Special Committee on the proposed valuation methodologies and the preliminary share exchange ratio
		–Responded to questions and answers regarding the proposed valuation methodologies and the preliminary share exchange ratio.
April 15 – April 19		– Reviewed matters requested by the Special Committee for further analysis and supplementation.
April 20		–Reported to the Special Committee on supplemental analyses and updates relating to the determination of the share exchange ratio.
		–Responded to questions regarding the analysis results.
April 23		–Reported the final analysis of the share exchange ratio range derived under the intrinsic value approach and the market approach.

The information requested from the companies by Samil PwC, which was appointed as the accounting advisor by the Special Committees of both companies, together with the number of professionals assigned and the total hours worked, are set forth below.

 

Item		Samil PwC
Information requested from the companies		Mid- to long-term business plans; historical financial statements and supporting schedules of the parties to the Share Exchange; general ledgers; personnel expense and capital expenditure (CAPEX) plans; details of investment securities and financial assets; capital structure information; management profit and loss data; and interviews with relevant personnel.
Number of professionals assigned		24
Total hours worked		2,217 hours
Whether the external valuation was legally required		Not required under applicable law.

(b) Review Results

 

(KRW per share, x)		Woori Financial Group Inc.				Tongyang Life Insurance Co., Ltd.
Classification		Minimum		Maximum		Minimum		Maximum
Reference market price		34,589				8,720
Value based on the intrinsic value (FCFE/MVS)		46,609		79,231		10,989		14,761
Value based on the comparable publicly traded company method		30,613		39,769		4,720		8,330
						Minimum		Maximum
Share exchange ratio (reference market price)		1				0.2521056
Share exchange ratio (intrinsic value method)		1		1		0.1386978		0.3167038
Share exchange ratio (comparable publicly traded company method)		1		1		0.1541774		0.2094516

The range of exchange ratios derived from the foregoing valuation review was 1 : 0.1386978 to 1 : 0.3167038.

 

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In light of the foregoing, the exchange ratio of 1 : 0.2521056, which was determined by the parties to the share exchange based on the reference market price in accordance with the FSCMA, falls within the range derived from the valuation review. Accordingly, it was determined that such exchange ratio would not be considered unfair in assessing the fairness of the exchange ratio.

In addition, Samil PwC revalidated the per-share exchange value and the exchange ratio, and the Special Committee of Woori Financial Group Inc. also confirmed that the exchange ratio applied in the share exchange (1 : 0.2521056) falls within the revised exchange ratio range (1 : 0.1387518 to 0.3168270).

* As of the valuation date, the number of outstanding shares used to calculate the number of shares in circulation was determined by deducting (i) 53,945 treasury shares and (ii) 6,269,592 shares scheduled to be acquired and retired pursuant to the treasury share retirement resolution publicly announced on February 6, 2026, based on the closing price on the trading day immediately preceding the Board resolution date, from the total number of issued common shares.

Thereafter, the actual number of treasury shares acquired was finalized at 5,986,638 shares due to stock price fluctuations and other factors, and the resulting number of shares in circulation was 728,035,737 shares. Reflecting such revised number of shares in circulation, the exchange ratio under the intrinsic value approach was 0.1387518 to 0.3168270 shares of Woori Financial Group Inc. common stock for each one share of Tongyang Life Insurance Co., Ltd., and the exchange ratio under the Guideline Public Company Method was 0.1542374 to 0.2095331 shares of Woori Financial Group Inc. common stock for each one share of Tongyang Life Insurance Co., Ltd. The exchange ratio calculated based on the reference market price was confirmed to remain within the recalculated exchange ratio range reflecting the actual number of treasury shares acquired. Accordingly, it was determined that such revision does not have a substantive impact on the conclusions of this valuation review.

i) Conclusion on the Review of the Appropriateness of this Transaction Price

This share exchange is a share exchange between listed companies. The exchange value was determined pursuant to Article 165-4 of the FSCMA and Articles 176-5 and 176-6 of the Enforcement Decree thereof, and the exchange ratio was calculated based thereon. The resulting exchange ratio is 1 : 0.2521056. The appropriate range of exchange ratios determined by the accounting firm was 1 : 0.1386978 to 1 : 0.3167038. Accordingly, the exchange ratio of 1 : 0.2521056, which was calculated by the parties to the share exchange based on the reference market price without applying any premium or discount, falls within the range derived from the independent valuation and, therefore, was determined to be appropriate.

ii) Conclusion on the Review of the Fairness of the Exchange Ratio

In addition to the exchange ratio determined based on market value, the Special Committees of Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. separately obtained exchange ratio analyses from their external accounting advisors. Each Special Committee engaged the external accounting advisor to validate the exchange ratio while recognizing that the parties would determine the market value in accordance with the FSCMA.

As the Special Committees and their accounting advisors maintained positions independent from the companies, there was no communication regarding the valuation methodologies used by the accounting advisors for verification purposes (i) between the Special Committee of Woori Financial Group Inc. and the Special Committee of Tongyang Life Insurance Co., Ltd., or (ii) between each Special Committee and its respective company.

 

145

[Valuation Methodologies Used in Determining the Exchange Ratio]

This transaction is a comprehensive share exchange between listed companies, for which the reference market price methodology is, in principle, applicable pursuant to Article 176-5(1)(1) of the Enforcement Decree of the FSCMA. The intrinsic value methodology, which calculates value by applying weighted averages to asset value and earnings value, is a valuation methodology applicable only to transactions involving unlisted companies pursuant to Articles 4 through 6 of the Detailed Enforcement Rules of the Regulations on Issuance and Disclosure of Securities under the Enforcement Decree. Accordingly, intrinsic value was not used as the primary valuation methodology in determining the exchange ratio for this share exchange.

However, for purposes of ensuring the fairness of the exchange ratio and conducting supplementary cross-check analyses, Samil PwC, as the financial advisor, selected and applied the valuation methodologies considered most appropriate in light of the business characteristics of each party to the share exchange. The reasons for applying such methodologies are as follows.

a. Woori Financial Group Inc. – Application of FCFE (Free Cash Flow to Equity)

With respect to Woori Financial Group Inc., among the valuation approaches generally recognized as fair and reasonable, the income approach using the Free Cash Flow to Equity (“FCFE”) methodology was applied in consideration of the characteristics of a financial holding company.

The FCFE methodology determines equity value by discounting cash flows available to shareholders using the cost of equity (Ke). Annual shareholder cash flows were calculated by deducting the capital required to support growth, reflecting the shareholder return policy and target BIS ratio, from net income. This methodology takes into account Woori Financial Group Inc.’s bank-centered business structure, shareholder return policy, and capital regulations, and is one of the fair value measurement methodologies widely used in practice with reference to the Financial Supervisory Service’s valuation-related guidelines. It is a valuation methodology that comprehensively considers the value of the company as a going concern.

b. Tongyang Life Insurance Co., Ltd. – Application of MVS (Market Value Surplus; IFRS 17/K-ICS-Based Market Value Approach)

With respect to Tongyang Life Insurance Co., Ltd., the Market Value Surplus (“MVS”) methodology, an actuarial valuation methodology that reflects current estimates and risk margins under the applicable supervisory regulations and is based on IFRS 17 and K-ICS market value principles, was applied in consideration of the characteristics of insurance companies.

Following the adoption of IFRS 17 and the K-ICS supervisory framework in Korea, the valuation methodology for insurance companies has shifted from the traditional Total Economic Value (“TEV”) approach, which was based on the present value of projected future earnings, to the MVS approach, which utilizes market value information reflected in financial statements. The MVS methodology is based on IFRS 17 and K-ICS financial information and applies consistent accounting standards and supervisory and industry guidelines, thereby enhancing comparability and utilizing reliable market value information for valuation purposes.

c. Ensuring Symmetry of Valuation Methodologies

For both companies, the income approach (FCFE for Woori Financial Group Inc. and MVS for Tongyang Life Insurance Co., Ltd.) was adopted as the primary valuation methodology, while the same market approach (based on price-to-book ratio (“P/B”)) was applied as a common cross-check. This approach was intended to ensure symmetry and comparability in the valuation methodologies.

d. Reasons for Not Assessing the Appropriateness of the Exchange Ratio Based on Intrinsic Value

As discussed above, this transaction is a comprehensive share exchange between listed companies and, therefore, does not constitute a transaction for which the intrinsic value methodology is required under the applicable laws and regulations. In addition, with respect to Tongyang Life Insurance Co., Ltd., the target company in this transaction, the fair value of insurance liabilities is highly sensitive to actuarial assumptions (including discount rates and lapse rates) and market variables. Accordingly, an asset value approach based solely on book value has inherent limitations in comprehensively reflecting the factors that determine the company’s value.

 

146

Unlike general corporations, insurance companies are significantly affected by insurance liabilities in determining shareholder value, making the appropriate valuation of such liabilities critical. However, the current Detailed Enforcement Rules of the Regulations on Issuance and Disclosure of Securities do not prescribe a specific methodology for valuing insurance liabilities in calculating asset value and earnings value. In addition, stringent supervisory regulations, including the requirement to maintain policyholder dividend reserves, limit the ability to reasonably estimate distributable cash flows.

Accordingly, in order to address these limitations under the applicable regulations and to apply the valuation methodology that most appropriately reflects the intrinsic value of an insurance company following the adoption of IFRS 17, this valuation applied the MVS actuarial valuation methodology, which values the company by aggregating (i) the fair value of net assets attributable to the in-force insurance portfolio, reflecting current estimates and risk margins under the applicable supervisory regulations, and (ii) the fair value of future new business.

[Selection of Comparable Companies]

Comparable companies were selected based on similarities in business structure, scale of operations, and financial condition.

For Woori Financial Group Inc., three listed Korean banking financial holding companies (KB Financial Group Inc., Shinhan Financial Group Co., Ltd., and Hana Financial Group Inc.) were selected after analyzing growth (asset growth rate), profitability (return on equity (“ROE”)), and financial soundness (BIS capital ratio). Among the nine domestic financial holding companies, the following were excluded from the comparable company group: two securities-focused financial holding companies whose principal subsidiaries are securities firms rather than banks, three regional banking holding companies that have not been designated as systemically important financial institutions (“SIFIs”), and Woori Financial Group Inc., the subject company. The subject company was excluded because including it could distort market risk measures through self-reference. Accordingly, it was excluded in order to derive a generally applicable level of market risk from the perspective of market participants using an independent approach.

 

Entity		Reason for Exclusion
Woori Financial Group		Subject company
KB Financial Group		(Selected as a comparable company)
Shinhan Financial Group		(Selected as a comparable company)
Hana Financial Group		(Selected as a comparable company)
Meritz Financial Group		Securities-focused financial holding company
Korea Investment Holdings		Securities-focused financial holding company
BNK Financial Group		Regional banking financial holding company
JB Financial Group		Regional banking financial holding company
iM Financial Group		Regional banking financial holding company

For Tongyang Life Insurance Co., Ltd., two listed Korean life insurance companies (Mirae Asset Life Insurance Co., Ltd. and Samsung Life Insurance Co., Ltd.) were selected as comparable companies after analyzing growth (asset growth rate), profitability (return on invested assets), and financial soundness (solvency ratio). Among the 12 listed insurance companies in Korea, one reinsurance company (Korean Reinsurance Company) and one guarantee insurance company (Seoul Guarantee Insurance Company) were excluded, as were six non-life insurance companies. Of the four listed life insurance companies, the subject company (Tongyang Life Insurance Co., Ltd.) was excluded. Hanwha Life Insurance Co., Ltd. was also excluded because its unique in-force insurance portfolio characteristics, relatively low level of capital adequacy, and the market’s perception of company-specific risks limited its representativeness as a comparable company. In addition, its price-to-book ratio (“P/B”) was exceptionally lower than those of other life insurance companies. The subject company (Tongyang Life Insurance Co., Ltd.) was excluded because including it could distort market risk measures through self-reference. Accordingly, it was excluded in order to derive a generally applicable level of market risk from the perspective of market participants using an independent approach.

 

147

Entity		Reason for Exclusion
Tongyang Life Insurance		Subject company
Hanwha Life Insurance		Inferior profitability and capital adequacy
Samsung Life Insurance		(Selected as a comparable company)
Mirae Asset Life Insurance Co., Ltd.		(Selected as a comparable company)
Hanwha General Insurance		Non-life insurance company
Lotte Non-Life Insurance		Non-life insurance company
Heungkuk Fire & Marine Insurance		Non-life insurance company
Samsung Fire & Marine Insurance		Non-life insurance company
Hyundai Marine & Fire Insurance		Non-life insurance company
DB Insurance		Non-life insurance company
Korean Reinsurance Company		Reinsurance company
Seoul Guarantee Insurance Company		Guarantee insurance company

[Deloitte Anjin LLC]

(a) Specific Activities

The specific activities and valuation results of Deloitte Anjin LLC, which was newly appointed by Tongyang Life Insurance Co., Ltd. as an independent external advisor in connection with the Share Exchange, are as follows.

[Tongyang Life Insurance Co., Ltd.]

 

Date		Deloitte Anjin LLC Activities
Through June 19		–Reviewed the valuation methodologies for valuation of the parties to the share exchange.
		–Requested historical financial results and business plans of the parties to the share exchange and reviewed the consistency of the financial information provided.
		–Reviewed key assumptions, including the Financial Supervisory Service’s proposed revisions to discount rates, the enhancement of actuarial assumptions, and insurance risk margins.
		–Reviewed the share exchange ratio applicable to the parties to the share exchange
June 23		–Reported the results of its review of the appropriateness of the share exchange ratio to the Special Committee.
		–Responded to questions regarding the valuation methodologies and the preliminary share exchange ratio.

The information requested by Deloitte Anjin LLC from the Company, as well as the number of professionals engaged and the total hours worked, are set forth below.

 

Category		Deloitte Anjin LLC
Information requested from the Company		First quarter 2026 financial results; medium- to long-term business plans; historical financial statements and general ledgers of the parties to the Share Exchange; personnel expense and CAPEX plans; and other related information
Number of professionals engaged		7
Total hours worked		1,200 hours
Whether the external valuation was required under applicable laws		Not required

 

148

(b) Review Results

 

(KRW per share, x)		Woori Financial Group Inc.										Tongyang Life Insurance Co., Ltd.
Classification		Minimum					Maximum					Minimum					Maximum
Reference market price				34,589										8,720
Value based on the intrinsic value (FCFE/MVS)				45,332					60,172					8,234					12,630
Value based on the comparable publicly traded company method				30,327					38,285					4,478					6,535
														Minimum					Maximum
Share exchange ratio (reference market price)				1										0.2521056
Share exchange ratio (intrinsic value method)				1					1					0.1368448					0.2786088
Share exchange ratio (comparable publicly traded company method)				1					1					0.1476585					0.1706953

The range of the Share Exchange Ratio derived from the valuation analysis was 1 : 0.1368448 to 1 : 0.2786088.

In light of the foregoing, the Share Exchange Ratio of 1 : 0.2521056, which was determined by the parties to the Share Exchange based on the Reference Market Price in accordance with the FSCMA, falls within the range derived from the valuation analysis. Accordingly, it was concluded that the Share Exchange Ratio should not be considered unfair from the standpoint of assessing its fairness.

i) Conclusion Regarding the Appropriateness of this transaction Price

The appropriate range of the Share Exchange Ratio derived by the accounting firm was 1 : 0.1368448 to 1 : 0.2786088. Accordingly, the Share Exchange Ratio of 1 : 0.2521056, which was determined by the parties to the Share Exchange based on the Reference Market Price without applying any premium or discount, falls within the range established through the independent valuation and was therefore determined to be appropriate.

ii) Conclusion Regarding the Fairness of the Share Exchange Ratio

The Special Committees and their respective accounting advisors acted independently of the companies. Accordingly, there were no communications regarding the valuation methodologies to be applied by the accounting advisor for purposes of the review between (i) the Special Committee of Woori Financial Group Inc. and the Special Committee of Tongyang Life Insurance Co., Ltd., or (ii) each Special Committee and its respective company.

[Valuation Methodologies Used in Determining the Share Exchange Ratio]

This transaction involves a comprehensive share exchange between listed companies. Accordingly, pursuant to Article 176-5(1)1 of the Enforcement Decree of the FSCMA, the Reference Market Price method is the valuation methodology that is principally applicable. The intrinsic value methodology, which determines value by applying a weighted average of asset value and earnings value, is a valuation methodology applicable only to transactions involving an unlisted company pursuant to Articles 4 through 6 of the Detailed Enforcement Rules of the Regulations on Securities Issuance and Disclosure. Accordingly, intrinsic value was not used as the primary valuation methodology in determining the Share Exchange Ratio for the Share Exchange.

Nevertheless, for purposes of enhancing the fairness of the Share Exchange Ratio and conducting a supplementary cross-check, Deloitte Anjin LLC, acting as the financial advisor, selected the valuation methodologies considered most appropriate in light of the business characteristics of each party to the Share Exchange. The reasons for applying such methodologies are as follows.

a. Woori Financial Group Inc. — Application of the FCFE (Free Cash Flow to Equity) Method

For Woori Financial Group Inc., Deloitte Anjin LLC applied the Free Cash Flow to Equity (“FCFE”) method, an income approach that reflects the characteristics of a financial holding company and is generally recognized as a fair and reasonable valuation methodology.

Under the FCFE methodology, equity value is determined by discounting cash flows available to shareholders using the cost of equity (Ke). Annual cash flows to shareholders were calculated by deducting the capital required to support growth, reflecting the Company’s shareholder return policy and target BIS capital ratio, from net income. This methodology appropriately reflects Woori Financial Group Inc.’s bank-centered business structure, shareholder return policy and regulatory capital requirements. It is also one of the fair value measurement methodologies widely used in practice with reference to the Financial Supervisory Service’s valuation-related guidelines, as it comprehensively considers the value of the Company as a going concern.

 

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b. Tongyang Life Insurance Co., Ltd. — Application of the MVS (Market Value Surplus) Method

For Tongyang Life Insurance Co., Ltd., Deloitte Anjin LLC applied the Market Value Surplus (“MVS”) methodology, an actuarial valuation methodology that reflects current assumptions and risk margins under the applicable supervisory regulations and is designed to reflect the characteristics of insurance companies.

c. Ensuring Symmetry of the Valuation Methodologies

Both companies were primarily valued using the income approach (FCFE/MVS), while the same market approach (P/B-based methodology) was used as a common cross-check to ensure methodological symmetry and comparability.

d. Reason for Not Assessing the Appropriateness of the Share Exchange Ratio Based on Intrinsic Value

As discussed above, the Share Exchange is a comprehensive share exchange between listed companies and, therefore, is not a transaction to which the intrinsic value valuation methodology is applicable under the relevant laws and regulations. In addition, for Tongyang Life Insurance Co., Ltd., the subject company in the Share Exchange, the fair value of insurance liabilities is highly sensitive to actuarial assumptions (such as discount rates and lapse rates) and market variables. Accordingly, an asset value approach based on book value has inherent limitations in comprehensively reflecting the factors that determine the Company’s value.

Unlike ordinary commercial companies, insurance companies are significantly affected by the value of insurance liabilities in determining shareholder value, making an appropriate valuation of such liabilities critical. However, the methodologies for determining asset value and earnings value under the Detailed Enforcement Rules of the Regulations on Securities Issuance and Disclosure do not provide a specific methodology for valuing insurance liabilities. In addition, strict regulatory requirements, including policyholder dividend reserves, limit the ability to reasonably estimate distributable cash flows.

Accordingly, to address these limitations under the applicable legal framework and to apply the valuation methodology that most appropriately reflects the economic value of an insurance company following the adoption of IFRS 17, this valuation employed the actuarial Market Value Surplus (“MVS”) methodology. Under the MVS methodology, the Company was valued by aggregating (i) the fair value of net assets attributable to the in-force business, determined using current assumptions and risk margins prescribed under the applicable supervisory regulations, and (ii) the fair value of future new business.

[Selection of Comparable Companies]

Comparable companies were selected based on similarities in business structure, scale of operations and financial profile. For Woori Financial Group Inc., three listed Korean banking financial holding companies—KB Financial Group Inc., Shinhan Financial Group Co., Ltd. and Hana Financial Group Inc.—were selected after analyzing factors including growth (asset growth rate), profitability (return on equity (ROE)) and financial soundness (BIS capital ratio). Among the nine financial holding companies listed in Korea, two securities-focused financial holding companies, three regional banking holding companies that have not been designated as systemically important financial institutions (SIFIs), and the subject company itself (Woori Financial Group Inc.) were excluded. The subject company was excluded because its inclusion could introduce self-reference bias and distort the measurement of market risk. Accordingly, it was excluded in order to derive a representative level of market risk from the perspective of independent market participants.

 

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Entity		Reason for Exclusion
Woori Financial Group		Subject Company
KB Financial Group		(Selected as a Comparable Company)
Shinhan Financial Group		(Selected as a Comparable Company)
Hana Financial Group		(Selected as a Comparable Company)
Meritz Financial Group		Securities-focused financial holding company
Korea Investment Holdings		Securities-focused financial holding company
BNK Financial Group		Regional bank holding company
JB Financial Group		Regional bank holding company
iM Financial Group		Regional bank holding company

For Tongyang Life Insurance Co., Ltd., three listed Korean life insurance companies—Mirae Asset Life Insurance Co., Ltd., Samsung Life Insurance Co., Ltd. and Hanwha Life Insurance Co., Ltd.—were selected after analyzing factors including growth (asset growth rate), profitability (return on invested assets) and financial soundness (solvency ratio). Among the 12 insurance companies listed in Korea, one reinsurer (Korean Reinsurance Company) and one guarantee insurance company (Seoul Guarantee Insurance Company) were excluded, as were six non-life insurance companies. Of the four listed life insurance companies, the subject company (Tongyang Life Insurance Co., Ltd.) was excluded. The remaining three companies (Mirae Asset Life Insurance Co., Ltd., Samsung Life Insurance Co., Ltd. and Hanwha Life Insurance Co., Ltd.) were selected as comparable companies because there were no distinguishing characteristics that would warrant their exclusion and they were considered comparable in terms of industry and business profile. The subject company (Tongyang Life Insurance Co., Ltd.) was excluded because its inclusion could introduce self-reference bias and distort the measurement of market risk. Accordingly, it was excluded in order to derive a representative level of market risk from the perspective of independent market participants.

 

Entity		Reason for Exclusion
Tongyang Life Insurance		Subject Company
Hanwha Life Insurance		(Selected as a Comparable Company)
Samsung Life Insurance		(Selected as a Comparable Company)
Mirae Asset Life Insurance		(Selected as a Comparable Company)
Hanwha General Insurance		Non-life insurance company
Lotte Non-Life Insurance		Non-life insurance company
Heungkuk Fire & Marine Insurance Co., Ltd.		Non-life insurance company
Samsung Fire & Marine Insurance		Non-life insurance company
Hyundai Marine & Fire Insurance		Non-life insurance company
DB Insurance		Non-life insurance company
Korean Reinsurance Company		Reinsurance company
Seoul Guarantee Insurance Company		Guarantee insurance company

③ Provision of Adequate Information to Shareholders

According to the Ministry of Justice Guidelines, the provision of adequate information to shareholders is a prerequisite for substantially ensuring shareholders’ ability to make informed decisions and exercise their rights. In particular, with respect to matters involving potential conflicts of interest, it is desirable to clearly explain, from the shareholders’ perspective, the background and basis for the decision-making process, the process of reviewing alternatives, the existence of any conflicts of interest, and the details and limitations of any measures adopted to enhance fairness. Through such disclosure, shareholders should be able to reasonably evaluate the procedural and substantive fairness of the relevant decision.

(1) Whether the Background and Basis for the Decision Regarding the Comprehensive Share Exchange, the Process of Reviewing Alternatives, the Existence of Any Conflicts of Interest and the Related Fairness-Enhancing Measures and Their Limitations Were Explained from the Shareholders’ Perspective

This comprehensive share exchange was undertaken in order to strengthen the integration of the Woori Financial Group and to create business synergies, thereby enhancing corporate value and shareholder value.

 

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In the case of Tongyang Life Insurance Co., Ltd., it was determined that, if Tongyang Life Insurance Co., Ltd. becomes a wholly-owned subsidiary of Woori Financial Group Inc. through the Share Exchange, the resulting maximization of synergies with affiliated companies, reduction of tangible and intangible management costs, prompt implementation of management strategies and establishment of a sustainable management framework would ultimately lead to an enhancement of Tongyang Life Insurance Co., Ltd.’s corporate value and shareholder value. Accordingly, Tongyang Life Insurance Co., Ltd. determined to undertake the comprehensive share exchange.

In the course of reviewing the acquisition of wholly-owned subsidiary status, the management and boards of directors of Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. considered various factors from multiple perspectives, including shareholder value, procedural propriety and efficiency.

As a result, with respect to the alternative of conducting a tender offer for the shares held by the minority shareholders of Tongyang Life Insurance Co., Ltd., the following factors were considered:

(a) Capital expenditures by Woori Financial Group Inc. and a decline in the Group’s Common Equity Tier 1 capital ratio. -

If a tender offer were conducted, Woori Financial Group Inc. would incur a substantial cash outlay and the Group’s Common Equity Tier 1 capital ratio would decline, which could adversely affect the continued implementation of its stable shareholder return policy ¹⁾ and could result in the diversion of operating resources otherwise available for earnings generation.²⁾

*1) Group Capital Ratio Policy and Shareholder Return Policy: Early achievement of a Common Equity Tier 1 capital ratio of 13% in 2026 and stable maintenance of a ratio of at least 13.2% thereafter; continuous annual increases in dividends on a DPS basis by 10% or more compared to the prior year; rapid expansion of share repurchases and cancellations to a level equivalent to approximately 10% of annual net income within a short period; and implementation of share repurchases and cancellations twice annually, in the first and second halves of the year, provided that a Common Equity Tier 1 capital ratio of 13.2% is stably maintained.

*2) It is estimated that a tender offer for 100% of the minority shareholdings at the controlling shareholder acquisition price would require cash expenditures in excess of KRW 360 billion and result in a decline of approximately 12 basis points in the Common Equity Tier 1 capital ratio. (However, the actual impact on the Common Equity Tier 1 capital ratio may vary depending on changes in capital prior to the exchange date.)

(b) As a result of the comprehensive share exchange, minority shareholders of Tongyang Life Insurance Co., Ltd. would become shareholders of the holding company and, pursuant to Woori Financial Group Inc.’s previously disclosed Value-up Plan, would be able to benefit from a shareholder return ratio of more than 30% through dividends and share repurchases and cancellations. Accordingly, the likelihood of impairing the interests of the minority shareholders of Tongyang Life Insurance Co., Ltd. is considered to be very low.

* Woori Financial Group Inc.’s average total shareholder return ratio for the period from 2023 through 2025, including dividends and share repurchases and cancellations, was 34.6%.

(c) From a procedural perspective, a tender offer would not guarantee the acquisition of 100% ownership of Tongyang Life Insurance Co., Ltd. as a wholly-owned subsidiary. In contrast, if a subsequent comprehensive share exchange for the remaining shares were implemented, differences between the tender offer price and the share exchange price arising from changes in market conditions and share prices could result in differing outcomes for the shareholders of Tongyang Life Insurance Co., Ltd.

(d) Given that Tongyang Life Insurance Co., Ltd. has a large number of minority shareholders (approximately 12,000 persons), it would be difficult to achieve 100% wholly-owned subsidiary status in a single transaction through a tender offer method,

- In the case of a tender offer, since it relies on the voluntary participation of shareholders, there is a significant risk that if the target shareholding ratio is not achieved, minority shareholders will remain, resulting in additional costs and time. Furthermore, it was determined that a comprehensive share exchange pursuant to Article 360-2 of the KCC would be appropriate, given that issues could be raised regarding: the appropriateness of the exchange ratio in light of the impact on the share price of Tongyang Life Insurance Co., Ltd. resulting from the tender offer; and the fairness of interests to all shareholders of Tongyang Life Insurance Co., Ltd. in the event of a discrepancy between the tender offer price and the share exchange price should the 100% tender offer fail and a comprehensive share exchange of the remaining shares be conducted.

 

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(e) After comprehensively considering that, from the perspective of the minority shareholders of Woori Financial Group Inc., a tender offer could give rise not only to controversy regarding the appropriateness of any premium, but also to concerns that the impact of the tender offer on the share prices of Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. could create issues regarding the appropriateness of the exchange ratio in a subsequent share exchange and lead to opposition based on the perceived impairment of the interests of the holding company’s minority shareholders, it was determined to proceed with a comprehensive share exchange without conducting a tender offer.

Meanwhile, because both companies are listed companies with a large number of public shareholders, there is a greater potential for conflicts of interest between directors and the company, and between the controlling shareholder and public shareholders, than would generally be the case for non-listed companies. In the present case, as the share exchange is between affiliated companies that are listed companies, it is determined that no conflict of interest arises between directors and the company; however, there is a possibility that a conflict of interest may arise between the controlling shareholder and minority shareholders. For example, minority shareholders of Tongyang Life Insurance Co., Ltd. who do not wish to have their shares delisted and replaced with shares of the holding company may raise concerns. In addition, where the controlling shareholder is in a position to influence the transaction terms, it may be assumed that the controlling shareholder’s interests could affect the determination of the exchange ratio, resulting in dilution of the value of minority shareholders’ interests from a control perspective or causing disproportionate harm to minority shareholders. The boards of directors of both companies considered the potential conflicts of interest described above as set forth below.

[Woori Financial Group Inc.]

The Board of Directors of Woori Financial Group Inc. reviewed whether any conflict of interest existed among the shareholders of Woori Financial Group Inc. and concluded as follows.

Woori Financial Group Inc. is a financial holding company without a controlling individual shareholder. Rather than being controlled through concentrated ownership by an individual shareholder or business group, its share ownership is widely dispersed and no clearly identifiable controlling shareholder exists. Although the comprehensive share exchange will result in the issuance of new shares of Woori Financial Group Inc., the resulting dilution is expected to be limited to approximately 1.2%, and such dilution will apply equally to all shareholders in proportion to their respective shareholdings. Accordingly, the Board determined that it is unlikely that the decision would disproportionately benefit or disadvantage any particular shareholder.

In addition, the Board concluded that the anticipated long-term enhancement of shareholder value resulting from making Tongyang Life Insurance Co., Ltd. a wholly owned subsidiary will likewise accrue proportionately to all shareholders based on their respective shareholdings. Accordingly, the Board determined that the transaction does not give rise to any conflict of interest among the shareholders of Woori Financial Group Inc.

The Board also considered the interests of Tongyang Life Insurance Co., Ltd.’s minority shareholders and concluded that the comprehensive share exchange is unlikely to materially prejudice their interests.

Following the introduction of IFRS 17 and the policy reserve system in 2023, Tongyang Life Insurance Co., Ltd. has lacked distributable profits under the KCC (negative KRW 1.5 trillion as of 2025), and accordingly is expected to have limited ability to pay dividends to its shareholders for a certain period. By contrast, following the comprehensive share exchange, shareholders of Tongyang Life Insurance Co., Ltd. who become shareholders of Woori Financial Group Inc. are expected to benefit from Woori Financial Group Inc.’s shareholder return policy, including dividends and treasury share repurchases and cancellations, with an anticipated shareholder return ratio of more than 30%.

*Average total shareholder return ratio (including dividends and treasury share repurchases and cancellations) for 2023–2025: 34.6%.

The Board further determined that such shareholders would also be able to participate in the anticipated enhancement of shareholder value resulting from Tongyang Life Insurance Co., Ltd.’s becoming a wholly owned subsidiary of Woori Financial Group Inc. The Board also considered that shareholders of Tongyang Life Insurance Co., Ltd. who oppose the comprehensive share exchange may elect either to sell their shares in the market or exercise their appraisal rights.

 

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[Tongyang Life Insurance Co., Ltd.]

The Board of Directors of Tongyang Life Insurance Co., Ltd. reviewed whether any conflict of interest existed among the shareholders of Tongyang Life Insurance Co., Ltd. and concluded as follows.

The Board determined that the terms of the Share Exchange are fair and that the transaction procedures have been conducted appropriately, thereby adequately addressing potential conflicts of interest among the Company’s shareholders.

i) Fairness of the Transaction Terms

The Share Exchange is a transaction between listed companies. The exchange price is determined based on publicly available market prices in accordance with the FSCMA and related regulations, and the share exchange ratio is established by comparing the relative values derived from such exchange prices. Accordingly, unless there are exceptional circumstances, such as the market prices used in calculating the Reference Market Price having been based on false information or affected by improper means such as market manipulation, the share exchange ratio determined in accordance with the FSCMA and related regulations should be regarded as fair.

Samil PwC, an accounting advisor, explained that, compared with companies operating in similar industries, Tongyang Life Insurance Co., Ltd. has consistently traded at a relatively higher price-to-book ratio (PBR) following its acquisition by Woori Financial Group Inc., while Woori Financial Group Inc.’s shares have traded at PBR levels comparable to or lower than those of other financial holding companies, reflecting, among other factors, the limitations of its business portfolio. Accordingly, the Board concluded that the Share Exchange would not cause harm to the shareholders of Tongyang Life Insurance Co., Ltd. or impair equitable treatment among all shareholders.

ii) Appropriateness of the Transaction Procedures

A comprehensive share exchange is expressly permitted under the KCC. Accordingly, provided that the transaction is carried out in accordance with the procedures and requirements prescribed by applicable laws and regulations, and that the Board of Directors and the relevant committee are provided with sufficient information regarding the business rationale for the transaction and the fairness of its terms, engage in adequate deliberations, and make their determinations on that basis, the transaction procedures are considered procedurally appropriate.

From a procedural perspective with respect to compliance with the directors’ fiduciary duty to shareholders, the Board determined that appropriate procedures had been followed. In particular, a Special Committee comprised entirely of independent outside directors with the requisite expertise and independence was established to comprehensively review the various aspects of the transaction. The Special Committee engaged in substantive and meaningful deliberations through three in-person meetings in collaboration with external advisors, and the discussions and deliberations were appropriately documented.

In conclusion, as the Share Exchange constitutes a share exchange between listed companies, the exchange price was determined and the share exchange ratio was calculated in accordance with Article 165-4(1) of the FSCMA and Articles 176-5(1) and 176-6(2) of the Enforcement Decree thereof. Accordingly, pursuant to Article 176-6(4), Item 2 of the Enforcement Decree, an external valuation of the fairness of the share exchange ratio was not legally required. Nevertheless, in order to enhance shareholder protection and ensure the fairness of the transaction, Tongyang Life Insurance Co., Ltd. appointed Samil PwC as an independent external advisor to review the appropriateness of the transaction terms, including the share exchange ratio. Samil PwC independently evaluated the equity value of both companies using multiple valuation methodologies, including the discounted cash flow method and relative valuation methodologies, in accordance with Articles 4 through 7 of the Detailed Enforcement Rules of the Regulations on Issuance and Disclosure of Securities. Based on such review, Samil PwC concluded that the calculated exchange price fell within the appropriate valuation range and that the Share Exchange was fair and reasonable and did not prejudice the interests of minority shareholders. Samil PwC further concluded that the transaction complied with the procedures and requirements prescribed under the applicable laws and regulations and did not impair the interests of the shareholders as a whole.

 

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(f) Matters Other Than the Share Exchange Ratio

Meanwhile, in the process of reviewing the fairness and appropriateness of the Share Exchange, the Special Committee of Woori Financial Group Inc. also considered whether issues other than the share exchange ratio required review. In this process, the Special Committee determined that certain matters did not constitute material considerations in assessing the fairness of the transaction in light of the nature and purpose of the transaction, and therefore did not conduct a separate review of such matters. The reasons for not reviewing those matters are as follows.

The Special Committee of Woori Financial Group Inc. did not separately review the difference between the acquisition price paid in connection with Woori Financial Group Inc.’s acquisition of its equity interest in Tongyang Life Insurance Co., Ltd. in 2024 and the exchange price applicable to the Share Exchange. This was because the Committee concluded that the two transactions differed fundamentally in their purpose, structure and nature, making a direct comparison inappropriate.

The current comprehensive share exchange transaction and Woori Financial Group Inc.’s acquisition of the controlling equity interest in Tongyang Life Insurance Co., Ltd. from its former controlling shareholders, Dajia Insurance Group and Anbang Group Holdings (Hong Kong), are separate and independent transactions that differ in terms of timing, purpose, acquisition procedures, pricing methodology and the applicable legal framework.

On August 28, 2024, Woori Financial Group Inc. entered into a share purchase agreement with Dajia Insurance Group and Anbang Group Holdings (Hong Kong), and Tongyang Life Insurance Co., Ltd. became a subsidiary of Woori Financial Group Inc. on July 1, 2025. The acquisition price for the controlling interest reflected not only the value of Tongyang Life Insurance Co., Ltd.’s shares, but also a number of additional considerations, including the strategic benefits of entering the insurance business and strengthening the Group’s business portfolio, the value associated with obtaining management control, including the right to appoint the chief executive officer and constitute the board of directors, and the seller’s indemnification obligations. The final acquisition price was determined through negotiations between the parties after taking all of these factors into account. Although the portion of the acquisition price that exceeded the then-current market price is generally described as representing a control premium, a control premium is not a separately determined or pre-agreed amount that is simply added to the market price. Rather, it is a retrospective concept referring to the difference between the negotiated acquisition price and the prevailing market price, with the negotiated acquisition price having been determined after taking into account the results of due diligence, transaction terms and other relevant factors.

By contrast, the Share Exchange was undertaken after Woori Financial Group Inc. had already secured control of Tongyang Life Insurance Co., Ltd. by acquiring a 77.90% equity interest. The transaction was pursued based on the business rationale of enhancing the management efficiency of Tongyang Life Insurance Co., Ltd. and enabling the prompt implementation of growth initiatives without potential conflicts of interest that could arise with minority shareholders, thereby enhancing the long-term enterprise value of Tongyang Life Insurance Co., Ltd. In addition, under the KCC and the FSCMA and the regulations thereunder, the exchange price in a comprehensive share exchange must be determined in accordance with the prescribed statutory procedures and methodologies.

Meanwhile, as there have been inquiries regarding the bargain purchase gain recognized in connection with the prior acquisition of the controlling shareholder’s interest, the following explanation is provided.

A bargain purchase gain is a one-time accounting gain recognized upon the acquisition of control and is determined through a purchase price allocation (“PPA”). In connection with its acquisition of the former controlling shareholder’s interest, Woori Financial Group Inc. recognized a bargain purchase gain of KRW 2,256 per share. By contrast, because the Share Exchange constitutes a capital transaction, no bargain purchase gain is recognized under the applicable accounting standards. Accordingly, a direct comparison between the two transactions is not appropriate.

 

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Nevertheless, for informational purposes, if the non-controlling interest (22.1%) were hypothetically acquired for cash at the share exchange price (KRW 8,720) per share in this transaction, the estimated bargain purchase gain as of year-end 2025 would be as follows. These amounts are illustrative estimates only and do not represent actual valuation results determined through a PPA.

(1) Assuming the Non-Controlling Interest Equals 22.1% of Net Assets

As of the end of June 2025, when the controlling interest was acquired, Tongyang Life Insurance Co., Ltd.’s net assets (after deducting hybrid capital securities) amounted to KRW 1,793.2 billion. Assuming that 22.1% of such net assets represented the non-controlling interest, the non-controlling interest would amount to KRW 396.3 billion, while the controlling interest would amount to KRW 1,396.9 billion. Based on these assumptions, deducting the purchase consideration for the controlling interest of KRW 1,282.0 billion (KRW 10,562 per share × 121,565,627 shares) from the value of the controlling interest results in an estimated bargain purchase gain at the time of the acquisition of control of KRW 114.9 billion, or KRW 945 per share.

As of year-end 2025, the time of the Share Exchange, Tongyang Life Insurance Co., Ltd.’s net assets (after deducting hybrid capital securities) amounted to KRW 2,093.7 billion. Assuming that 22.1% of such net assets represented the non-controlling interest, the non-controlling interest would amount to KRW 462.7 billion, while the controlling interest would amount to KRW 1,631.0 billion. Based on these assumptions, deducting the consideration for acquiring the non-controlling interest of KRW 300.8 billion (KRW 8,720 per share × 34,496,954 shares) from the estimated value of the non-controlling interest results in an estimated bargain purchase gain at the time of the Share Exchange of KRW 161.9 billion, or KRW 4,693 per share.

(2) Based on the Carrying Amount* of the Non-Controlling Interest as of Year-End 2025

As of year-end 2025, the carrying amount of the non-controlling interest of Tongyang Life Insurance Co., Ltd. for accounting purposes was KRW 305.9 billion. Deducting the consideration for acquiring the non-controlling interest of KRW 300.8 billion (KRW 8,720 per share × 34,496,954 shares) results in an estimated bargain purchase gain at the time of the Share Exchange of KRW 5.1 billion, or KRW 147 per share.

*See the table titled “Accumulated Non-Controlling Interests as of the End of the Reporting Period” in Note 1, “General Information,” Section (7), Paragraph 1 of the notes to the consolidated audited financial statements attached to the 2025 Annual Report of Woori Financial Group Inc., as disclosed through the Electronic Disclosure System (DART).

Unlike the bargain purchase gain recognized upon the acquisition of the former controlling shareholder’s interest, the estimated amounts described in (1) and (2) above do not reflect any control premium. In addition, there may be alternative methodologies for estimating such amounts. Investors are therefore advised to consider these estimates with appropriate caution in making their investment decisions.

The Share Exchange is a transaction that is legally and economically distinct from the prior acquisition of the controlling interest, with different transaction objectives and approximately two years separating the two transactions. Accordingly, the Board concluded that the mere fact that the acquisition price paid to the former controlling shareholder approximately two years earlier included a control premium (representing 51% over the closing market price on the execution date of the share purchase agreement) does not provide an objective basis for requiring Woori Financial Group Inc. to pay the same amount or to adjust the exchange price by a corresponding amount in the current Share Exchange, which differs fundamentally in nature.

The Special Committee of Woori Financial Group Inc. also determined that potential legislative changes relating to the introduction of a mandatory tender offer regime or revisions to the methodology for determining the merger consideration of listed companies did not constitute matters requiring review prior to the Board’s approval of the Share Exchange. At the time the Share Exchange was under review, various policy discussions and proposals regarding the introduction of a mandatory tender offer regime and revisions to the methodology for determining merger consideration for listed companies were under consideration. However, the relevant legislative amendments, their effective dates and the specific details of the proposed regimes had not yet been finalized.

 

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Under these circumstances, the Special Committee of Woori Financial Group Inc. concluded that it would not be reasonable to assess the fairness or appropriateness of the Share Exchange based on the possibility of future regulatory changes that had not yet been adopted. Because the Share Exchange was being implemented in accordance with the laws and regulations in effect at the time the transaction was approved, the Special Committee determined that the fairness and appropriateness of the transaction should be evaluated based on the applicable legal framework and prevailing market practice at that time. Accordingly, the Special Committee focused its review on the purpose, structure and procedures of the transaction, as well as the protection of minority shareholders, and did not separately consider the potential introduction of a mandatory tender offer regime or changes to the methodology for determining merger consideration.

Meanwhile, in reviewing the fairness and appropriateness of the Share Exchange, the Special Committee of Tongyang Life Insurance Co., Ltd. also considered matters other than the share exchange ratio, as described below.

[Decision-Making Process Regarding the Treatment of Treasury Shares and the Timing of Their Cancellation]

① Decision to Cancel Treasury Shares

At the time the Share Exchange was approved, Tongyang Life Insurance Co., Ltd. held 5,296,004 treasury shares (representing approximately 3.28% of its total issued shares). The Company compared and evaluated two alternative approaches: (i) canceling the treasury shares; or (ii) retaining the treasury shares through the Share Exchange, receiving newly issued shares of Woori Financial Group Inc. in exchange for such treasury shares, and disposing of those Woori Financial Group Inc. shares at a later date.

The Company first considered canceling the treasury shares so that they would be excluded from the Share Exchange. If the treasury shares were canceled, no new shares of Woori Financial Group Inc. would be issued in exchange for those treasury shares, thereby preventing the unnecessary issuance of new shares in connection with the Share Exchange. In addition, this approach would eliminate potential overhang concerns associated with the future disposition of such newly issued shares and mitigate the dilution resulting from the increased number of new shares issued by Woori Financial Group Inc.

Tongyang Life Insurance Co., Ltd. also considered that the cancellation of treasury shares would not impose any additional cash burden on shareholders and that the benefits resulting from the reduction in the total number of issued shares would accrue to all shareholders. In addition, because the cancellation of treasury shares is, from an accounting perspective, a reclassification within shareholders’ equity that eliminates treasury shares already reflected as a deduction from equity, the Company concluded that the cancellation itself would not result in any additional reduction in its net assets. Accordingly, the Company determined that canceling the treasury shares represented the most direct and transparent approach in light of the structure of the Share Exchange, the protection of minority shareholders, the enhancement of shareholder value and the overall transparency of the transaction.

Next, the Company also considered retaining the treasury shares through the Share Exchange, receiving newly issued shares of Woori Financial Group Inc. in exchange for those treasury shares and disposing of those shares at a later date. However, under this alternative, newly issued shares of Woori Financial Group Inc. would also be allocated with respect to the treasury shares held by Tongyang Life Insurance Co., Ltd., thereby increasing the total number of new shares that Woori Financial Group Inc. would be required to issue in connection with the Share Exchange. In addition, the subsequent holding or disposition of those Woori Financial Group Inc. shares by Tongyang Life Insurance Co., Ltd. could give rise to potential overhang concerns.

 

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Specifically, if Tongyang Life Insurance Co., Ltd. had not canceled its treasury shares, the agreed share exchange ratio of 1 : 0.2521056 would have resulted in the issuance of an additional 1,335,152 new shares of Woori Financial Group Inc. in respect of those treasury shares. Accordingly, the total number of new shares to be issued by Woori Financial Group Inc. in connection with the Share Exchange would have increased from 8,696,875 shares (assuming cancellation of the treasury shares) to 10,032,027 shares (assuming no cancellation).

Comparison of Dilution Depending on Whether Treasury Shares Are Canceled

 

Item

Cancellation (A)

No Cancellation (B)

Difference (B–A)

Number of newly issued Woori Financial Group Inc. shares

8,696,875 shares

10,032,027 shares

+1,335,152 shares

Equity dilution

1.19%

1.38%

+0.18%p

If the Comprehensive Share Exchange were to proceed while Tongyang Life Insurance Co., Ltd. retained its treasury shares as described above, the number of newly issued shares of Woori Financial Group Inc. would increase, resulting in greater equity dilution. This could affect not only the existing shareholders of Woori Financial Group Inc., but also the general shareholders of Tongyang Life Insurance Co., Ltd. who would become new shareholders of Woori Financial Group Inc. through the Comprehensive Share Exchange. The Company also considered that the potential future disposition of such exchange shares could create downward pressure on the share price or raise overhang concerns.

Accordingly, Tongyang Life Insurance Co., Ltd. determined that cancelling the treasury shares and excluding them from the share exchange would better serve the interests of all shareholders, including minority shareholders, by preventing the issuance of unnecessary new shares and mitigating dilution and overhang concerns, rather than retaining the treasury shares, receiving exchange shares of Woori Financial Group Inc., and disposing of such shares at a later date.

Meanwhile, following the resolution to cancel the treasury shares, certain shareholders and market participants raised the view that, instead of cancelling the treasury shares, Tongyang Life Insurance Co., Ltd. should have either disposed of them to shareholders on a pro rata basis according to their respective shareholdings or distributed them to shareholders without consideration, as such alternatives might provide greater protection to minority shareholders. In response, Tongyang Life Insurance Co., Ltd., after obtaining advice from external legal counsel, further reviewed whether a pro rata disposition or gratuitous distribution of treasury shares would constitute a more appropriate alternative than cancellation from the perspective of protecting minority shareholders in connection with this transaction.

Assuming, for illustrative purposes, that the Company were legally permitted to distribute its treasury shares to existing shareholders without consideration on a pro rata basis and had implemented such distribution, general shareholders would have acquired additional shares of Tongyang Life Insurance Co., Ltd. without any additional cash payment. As a result, because the number of shares held by each shareholder would increase, shareholders could also receive a greater number of newly issued shares of Woori Financial Group Inc. in the subsequent share exchange. However, as discussed below, the Company concluded that a gratuitous distribution of treasury shares would not be legally or financially feasible under the amended KCC. Accordingly, the Company did not undertake any further analysis of the specific effects of such an alternative.

(1) Article 341-4(2)(1) of the KCC (Obligation to Cancel Treasury Shares, etc.) provides that one of the limited exceptions under which a company may retain or dispose of treasury shares instead of cancelling them is where the treasury shares are “disposed of to all shareholders on equal terms in proportion to their respective shareholdings.” However, the amended KCC does not provide a separate legal basis permitting a company to distribute treasury shares to shareholders without consideration. In addition, Article 342(4) of the amended KCC (Disposition of Treasury Shares) provides that the provisions governing the issuance of new shares shall apply mutatis mutandis to the disposition of treasury shares. Accordingly, the provision regarding pro rata disposition of treasury shares is understood to have a purpose similar to existing shareholders’ preemptive rights with respect to new share issuances, namely, to provide existing shareholders with an equal opportunity to acquire treasury shares in proportion to their respective shareholdings. It is therefore interpreted as requiring the Company to offer existing shareholders the opportunity to purchase treasury shares for consideration on a pro rata basis, rather than permitting a gratuitous distribution of treasury shares.

 

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Based on the foregoing analysis, the Company concluded that the amended KCC should be interpreted as providing existing shareholders with an equal opportunity to acquire treasury shares in proportion to their respective shareholdings, rather than permitting the Company to distribute treasury shares to shareholders without consideration. Accordingly, if the Company were to adopt a pro rata disposition of treasury shares, although the applicable purchase price is not prescribed by law, shareholders would be required to bear an additional cash payment to acquire such treasury shares. Furthermore, if certain minority shareholders elected not to purchase the treasury shares, such shareholders might not receive either the treasury shares or the corresponding shares of Woori Financial Group Inc. issuable in the share exchange. In such circumstances, the resulting benefits would not accrue equally to all shareholders.

(2) If the Company were to distribute treasury shares to shareholders without consideration by way of an in-kind dividend, additional legal requirements, including the existence of distributable profits, would have to be satisfied. However, at the time of this review, Tongyang Life Insurance Co., Ltd. confirmed that it did not have distributable profits under the KCC. Accordingly, the Company was not in a position to implement a gratuitous distribution of treasury shares through a stock dividend or any other distribution equivalent to a dividend.

In conclusion, Tongyang Life Insurance Co., Ltd. determined that retaining the treasury shares, receiving exchange shares of Woori Financial Group Inc. in the Comprehensive Share Exchange, and disposing of such shares thereafter could result in an increase in the number of newly issued shares, greater equity dilution, and potential overhang concerns. In addition, a pro rata disposition or gratuitous distribution of treasury shares would not be an appropriate mechanism designed solely for the protection of minority shareholders and would be subject to practical limitations, including the requirement for shareholders to make additional cash payments, the absence of a clear legal basis, and the lack of distributable profits.

By contrast, the cancellation of treasury shares is consistent with the amended KCC’s general principles governing the treatment of treasury shares, prevents the issuance of unnecessary exchange shares in connection with the Comprehensive Share Exchange, and mitigates the dilution and overhang concerns that could otherwise arise following this transaction. Moreover, because it does not impose any additional financial burden on shareholders and its benefits accrue to all shareholders, the Company concluded that treasury share cancellation represents the clearest and most direct measure to protect minority shareholders and enhance shareholder value.

Although the cancellation of the Treasury Shares does not alter the share exchange ratio itself, it prevents the issuance of exchange shares of Woori Financial Group Inc. with respect to the cancelled treasury shares, thereby mitigating the potential equity dilution and overhang concerns that could arise following the Comprehensive Share Exchange and contributing to the protection of shareholder value for the general shareholders participating in this transaction.

② Timing of the Treasury Share Cancellation

First, although the amendments to the KCC adopted in March 2026 established the principle that previously acquired treasury shares should be cancelled, a transitional grace period of one year and six months was provided. In addition, as the Company was concurrently reviewing and discussing the proposed acquisition of 100% ownership of Tongyang Life Insurance Co., Ltd. through the Comprehensive Share Exchange, the treatment of the Company’s existing treasury shares was considered as one of the issues in connection with this transaction. Accordingly, it was not practicable to determine the cancellation of the treasury shares prior to the decision to proceed with the Comprehensive Share Exchange.

The structure of, and the decision whether to pursue, the Comprehensive Share Exchange became more concrete in mid-March 2026 as the review of the acquisition of 100% ownership of Tongyang Life Insurance Co., Ltd. progressed. Accordingly, the Special Committee relating to the share exchange of Tongyang Life Insurance Co., Ltd. was established on April 6, 2026. Following subsequent deliberations by the Special Committee and the Board of Directors, the Board resolved on April 24, 2026 to approve both the Comprehensive Share Exchange and the related cancellation of the treasury shares.

 

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Second, during the Board’s review of the treasury share cancellation, the Board was concerned that publicly announcing the cancellation before approving the Comprehensive Share Exchange would result in such announcement being made during the statutory reference price calculation period for determining the exchange price, which could influence the calculation of the share exchange ratio and give rise to allegations of market manipulation or unfair trading.

The purpose of the FSCMA and related regulations in requiring the exchange price of listed companies to be determined based on the statutory reference market price is to ensure the fairness and objectivity of the share exchange ratio by eliminating discretionary intervention by the parties and relying instead on objective market prices. Because the statutory reference price is determined based on the market price during a specified period preceding the date of the relevant board resolution, disclosure of the treasury share cancellation during that calculation period could result in the market’s reaction to such disclosure being reflected in the statutory reference price, thereby impairing the objectivity of the pricing methodology.

In light of the foregoing, although the proposed cancellation involved treasury shares that had already been acquired and were economically equivalent to unissued shares, rather than newly acquired treasury shares purchased for cancellation, the Board nevertheless considered that disclosure of the cancellation alone could create the mistaken impression that the Company had sought to influence the market in order to obtain a more favorable exchange ratio. Such disclosure could also give rise to allegations of market manipulation or other violations of applicable laws and regulations. As a listed financial institution, the Company considered these issues to be material and not matters that could be disregarded in its decision-making process.

Accordingly, the Board of Directors of Tongyang Life Insurance Co., Ltd. confirmed that, among prior transactions in which financial holding companies acquired wholly owned subsidiaries, there were very few precedents in which the target company cancelled its treasury shares before the share exchange. Rather, it was generally accepted market practice to address treasury shares simultaneously with, or after, the approval of the share exchange in order to ensure procedural legitimacy and market stability. Accordingly, the Board unanimously resolved to approve the treasury share cancellation on the same date as the approval of the Comprehensive Share Exchange.

③ Impact of the Treasury Share Cancellation

Even if the Treasury Share cancellation had been publicly disclosed before the determination of the share exchange ratio, it is not possible to determine, given the nature of the cancellation, whether or in what direction such disclosure would have affected the exchange ratio.

The Treasury Share cancellation did not involve the acquisition and cancellation of newly purchased treasury shares in the market. Rather, it involved the cancellation of treasury shares that Tongyang Life Insurance Co., Ltd. had acquired between 2010 and 2014 and had held for more than twelve years. Had the Company acquired treasury shares in the market immediately prior to cancellation, the market might have been expected to react positively due to the reduction in shares outstanding and the signaling effect of enhanced shareholder returns. However, because the cancelled treasury shares had already been reflected as a deduction from shareholders’ equity in the Company’s financial statements, their cancellation did not change the Company’s enterprise value. Accordingly, the Company did not believe that disclosure of the treasury share cancellation alone would necessarily result in an increase in the share price.

Meanwhile, in the case of Tongyang Life Insurance Co., Ltd., it is difficult to isolate or clearly identify the independent effect of the treasury share cancellation announcement on the Company’s share price. Although the share price declined following the announcement, the treasury share cancellation and the Comprehensive Share Exchange were announced simultaneously, and the share price was affected by multiple factors, including overall market conditions. Accordingly, the Company does not believe that the subsequent share price movement can reasonably be attributed solely to the treasury share cancellation.

 

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Share Price Performance Following the Announcement of the Treasury Share Cancellation by Tongyang Life Insurance Co., Ltd.

 

Date of Disclosure		First Day After Disclosure				10th Day After Disclosure
Closing Price		Closing Price		% of Disclosure Date Closing Price		Closing Price		% of Disclosure Date Closing Price
KRW 8,930		KRW 8,750		97.98%		KRW 7,790		87.23%

(2) Communication with Public Shareholders and Related Measures

(a) The Company’s Position Regarding Proactive Pre-Announcement Communications

In connection with the proposed comprehensive share exchange, questions may be raised as to whether prior communications with shareholders should have been conducted before the relevant board resolutions were adopted. However, if information that had not yet been finalized were disclosed to the market, there was a risk that the share prices of both the wholly-owning parent company and the wholly-owned subsidiary could be materially affected, thereby potentially distorting the exchange ratio determined in accordance with the FSCMA.

Although the parties did not obtain a separate external legal opinion specifically regarding pre-announcement communications with shareholders prior to the board resolutions, both companies were aware of the significant legal risks inherent in engaging in communications before the specific timing of the share exchange and the exchange ratio had been determined. If the companies had selectively communicated with certain shareholders and explained matters relating to the transaction, such communications could have been viewed not only as the disclosure of material non-public information but also as providing preferential treatment to particular shareholders, thereby directly conflicting with the principle of equal treatment of shareholders. Furthermore, where the transaction had not yet been approved by the boards of directors and its implementation remained uncertain, engaging in communications that could influence the market price of the companies’ shares could give rise to allegations of market manipulation or unfair trading on the grounds that the companies sought to artificially influence their share prices. Such communications could also result in issues relating to compliance with applicable fair disclosure requirements.

Accordingly, after comprehensively considering the risk of disclosing material non-public information and the significant risks of violating the FSCMA that could arise while the exchange ratio remained undetermined, Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. excluded pre-announcement communications with shareholders prior to the relevant board resolutions from consideration.

(b) Communications with Public Shareholders [Woori Financial Group Inc.]

[Woori Financial Group Co., Ltd.]

In the case of Woori Financial Group Inc., no separate inquiries were received from public shareholders during the period from the filing of the Material Fact Report (April 24, 2026) through the day immediately preceding the filing date of the Registration Statement. This is believed to be attributable to the fact that the Share Exchange is being carried out as a small-scale share exchange, resulting in limited dilution concerns for existing shareholders, and that substantive shareholder protection measures, including the repurchase and cancellation of treasury shares corresponding to the number of newly issued shares, are being implemented concurrently.

In addition, Woori Financial Group Inc. has made various efforts to enhance communications with shareholders in connection with the comprehensive share exchange.

 

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Immediately following the public disclosure of the transaction through the filing of the Material Fact Report on April 24, 2026, Woori Financial Group Inc. held a shareholder meeting and investor relations session at 3:00 p.m. on May 6, 2026 in order to address in good faith any questions or concerns that shareholders might have regarding the transaction. During the session, Woori Financial Group Inc. directly explained to shareholders the background and purpose of the comprehensive share exchange, the transaction timetable and the fairness of the share exchange, and strengthened communication with shareholders through a question-and-answer session addressing shareholder concerns.

A total of 13 external shareholders, together with the Head of Strategy and Management and employees from relevant departments, attended the meeting. Woori Financial Group Inc. carefully listened to the diverse and substantive views expressed by shareholders, and the Company’s management devoted sufficient time to an extensive question-and-answer session, making diligent efforts to respond to shareholders’ inquiries and facilitate their understanding of the transaction. Following the conclusion of the meeting, additional questions from certain participating shareholders were addressed through further discussions, and shareholders were also informed of channels through which prompt communication could be facilitated if necessary.

Meanwhile, to provide more comprehensive information regarding the principal questions raised during the shareholder meeting and to enhance investors’ understanding, the Company has supplemented the relevant explanations and included the additional information in the table below. Please refer to the “Woori Financial Group Inc.’s Supplemental Explanation” column.

 

Questions and Inquiries (Q)		Woori Financial Group Inc.’s Answers (A)		Woori Financial Group Inc.’s Supplemental Explanation
I would like to know whether there are any advantages to proceeding with a comprehensive share exchange, notwithstanding the dilution of shareholding percentage resulting from the issuance of new shares.		The scale of the new share issuance by Woori Financial Group Inc. is at the level of 1.19% of the total number of shares already issued, and the resulting dilution of shareholder equity is expected to be minimal at approximately 1/100. The acquisition of wholly-owned subsidiary status with respect to Tongyang Life Insurance Co., Ltd. offers the advantage of enabling the Company to implement support measures, capital contributions and strategic decision-making relating to Tongyang Life Insurance Co., Ltd. in a more prompt and efficient manner. Over the medium to long term, the insurance subsidiary is expected to grow into one of the Group’s core subsidiaries, and the resulting increase in profitability is ultimately expected to translate into enhanced shareholder returns.   In addition, under the Corporate Value Enhancement Plan announced in February of this year, the Company indicated that it would consider additional share repurchases and cancellations in the second half of the year if its Common Equity Tier 1 capital ratio exceeds 13%. Based on current circumstances, the likelihood of implementing such measures is considered high. The Company intends to mitigate concerns regarding dilution of shareholders’ ownership interests through the Corporate Value Enhancement Plan and other shareholder value enhancement initiatives.

 

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It appears that Tongyang Life Insurance Co., Ltd. could continue to operate without becoming a wholly-owned subsidiary, as is currently the case. Why, then, is a comprehensive share exchange necessary?		It may be challenging to actively pursue the Group’s insurance business growth strategy while Tongyang Life Insurance Co., Ltd. remains a listed company with minority shareholders. It is believed that the development of the insurance business can be more effectively advanced through the acquisition of wholly-owned subsidiary status, which would help prevent the leakage of synergies outside the Group and facilitate the creation of synergies with other affiliated companies. Accordingly, it was determined that, by becoming shareholders of Woori Financial Group Inc. through the comprehensive share exchange, the shareholders of Tongyang Life Insurance Co., Ltd. would be able to participate in the Group’s medium- to long-term strategy for developing its insurance business and share in the benefits expected to result from the successful implementation of that strategy.		Tongyang Life Insurance Co., Ltd. is a subsidiary of Woori Financial Group Inc., in which Woori Financial Group Inc. holds a 77.9% equity interest, and has been pursuing its growth strategy following its integration into the Woori Financial Group in July 2025. Tongyang Life Insurance Co., Ltd. currently recognizes structural limitations as it responds to the rapidly changing operating environment in the insurance industry, including intensified competition and increasingly stringent regulatory requirements. In particular, the implementation of the Basic Capital K-ICS Ratio regime beginning next year may necessitate additional capital contributions to its insurance subsidiary.   Under the current ownership structure, if, for example, a rights offering were undertaken to strengthen the competitiveness of the insurance company, the equity interests of minority shareholders would be diluted, and the market price of its shares could be adversely affected for a considerable period until the value-enhancing effects of such capital increase are realized. In such circumstances, the Company’s growth strategy may conflict with the interests of minority shareholders, thereby making timely and effective capital raising more difficult.   In addition, where external shareholders are present, the governance structure has an inherent limitation in that a portion of the value created through intercompany cooperation in implementing the Group’s synergy strategy may accrue to such external shareholders. As a result, it may be more difficult to obtain active cooperation from Group affiliates in pursuing synergy initiatives. Furthermore, if Tongyang Life Insurance Co., Ltd. provides synergy support to other Group affiliates to enhance overall Group value, minority shareholders of Tongyang Life Insurance Co., Ltd. may perceive that a portion of the company’s economic benefits is being transferred to other affiliates, which could give rise to opposition based on perceived conflicts of interest between the Group or the company and its minority shareholders.

 

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				Accordingly, the Company intends to make Tongyang Life Insurance Co., Ltd. a wholly owned subsidiary in order to actively implement its growth strategy for Tongyang Life Insurance Co., Ltd. and enhance cooperation in achieving Group synergies.
In light of the recent amendments to the KCC, the protection of minority shareholders has become a key issue. In connection with the comprehensive share exchange, has the Company reviewed the various scenarios and legal considerations under which minority shareholders could potentially be adversely affected?		Unlike groups controlled by an owner family, Woori Financial Group Inc. does not have a clearly identifiable controlling shareholder. Accordingly, the Share Exchange is not structured in a manner that would result in the benefits of the transaction accruing to a single controlling shareholder. Nevertheless, in order to assess whether the transaction could adversely affect the interests of minority shareholders, both Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. established separate Special Committees. The Special Committees of both companies were composed exclusively of independent directors and conducted an in-depth review of, among other matters, the legitimacy of the transaction purpose and the appropriateness of the transaction procedures. Based on their review, the Special Committees concluded that the transaction could be carried out fairly from the perspective of the shareholders of both companies and without infringing upon shareholder rights.

Woori Financial Group Inc. has implemented various policies designed to safeguard shareholders’ right to information and enhance communications with shareholders. Following the completion of the comprehensive share exchange, Woori Financial Group Inc. intends to continue its efforts to enhance corporate value and maximize shareholder value through the further diversification of shareholder communication channels and ongoing engagement with shareholders.

In addition, the Board of Directors did not limit its deliberations to the quantitative terms of the Share Exchange. Rather, the Board also considered qualitative factors relating to shareholder protection, including the rationale for and necessity of the Share Exchange, as well as shareholder communication procedures. Through these discussions, the Board reviewed the purpose and necessity of the Share Exchange from a broader shareholder-protection perspective. Through these measures, Woori Financial Group Inc. has sought to ensure the fairness of the share exchange process and to strengthen shareholder confidence in the transaction.

[Tongyang Life Insurance Co., Ltd.]

In the case of Tongyang Life Insurance Co., Ltd., no separate inquiries were received by the Company during the period from the filing of the Material Fact Report on April 24, 2026 through the date of this Registration Statement, other than inquiries relating to the procedures for the exercise of appraisal rights by dissenting shareholders.

 

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Tongyang Life Insurance Co., Ltd. places the highest priority on shareholder trust in the conduct of its business. Accordingly, immediately following the public disclosure of the transaction through the filing of the Report on Material Facts on April 24, 2026, Tongyang Life Insurance Co., Ltd. held a shareholder meeting and investor relations session at 3:00 p.m. on May 6, 2026 in order to provide shareholders with a sincere explanation of any questions or concerns they might have regarding the transaction. Recognizing that the transaction is a matter of significant importance to shareholders, Tongyang Life Insurance Co., Ltd. did not avoid or restrict questions and concerns raised at the meeting. Instead, the Company provided a detailed explanation of the background and rationale for the transaction and responded to shareholder inquiries. Senior management of Tongyang Life Insurance Co., Ltd. attended the meeting and provided detailed explanations regarding, among other matters, the background and purpose of the comprehensive share exchange, its expected benefits, and the Company’s future business strategies and management objectives. In addition, through an open question-and-answer session, the Company sought to enhance shareholder understanding by directly listening to shareholder views and communicating the Company’s position in a transparent and comprehensive manner.

A total of nine external shareholders attended the meeting, together with the Chief Financial Officer, Chief Strategy Officer, Chief Compliance Officer, the executive officer responsible for financial reporting, and employees from relevant departments. Tongyang Life Insurance Co., Ltd. carefully considered the diverse and substantive views expressed by shareholders, and the Company’s management devoted sufficient time to an extensive question-and-answer session, making diligent efforts to respond to shareholder inquiries and facilitate their understanding of the transaction. Following the conclusion of the meeting, additional discussions were held with certain participating shareholders to address further questions, and shareholders were also informed of channels through which prompt communication could be facilitated if necessary.

Tongyang Life Insurance Co., Ltd. endeavored to proceed with the transaction after taking into account the valuable views expressed by shareholders at the meeting and intends to continue communicating with shareholders through open communication channels going forward.

Meanwhile, to provide more comprehensive information regarding the principal questions raised during the shareholder meeting and to enhance investors’ understanding, the Company has supplemented the relevant explanations and included the additional information in the table below. Please refer to the “Tongyang Life Insurance Co., Ltd.’s Supplemental Explanation” column.

 

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Questions and Inquiries (Q)

Tongyang Life Insurance Co., Ltd. ‘s Answers (A)

Tongyang Life Insurance Co., Ltd.’s Supplemental Explanation

I am concerned that the current share exchange value may have been calculated too low in comparison to the past acquisition price or the actual value of the company (BPS).

Both Tongyang Life Insurance Co., Ltd. and Woori Financial Group Inc. are listed companies, and the exchange consideration is determined based on market price in accordance with Article 176-5 of the Enforcement Decree of the FSCMA. The exchange consideration is calculated by taking the weighted arithmetic average of the average closing price over the most recent one-month period, the average closing price over the most recent one-week period and the most recent closing price, in each case measured as of the day immediately preceding the date of the relevant board resolution, thereby complying with the fair procedures prescribed by applicable law. In addition, Korean court precedents generally recognize that an exchange ratio calculated in accordance with the FSCMA should not, as a general matter, be regarded as manifestly unfair.

The difference between the share exchange consideration for Tongyang Life Insurance Co., Ltd. determined in connection with this share exchange pursuant to the market price-based valuation methodology prescribed under the FSCMA and the historical acquisition price for the controlling equity interest reflects not only the control premium but also changes in the intrinsic value of Tongyang Life Insurance Co., Ltd. over the approximately two-year period.   The acquisition price for the controlling equity interests acquired from Dajia Insurance Group Co., Ltd. and Anbang Group Holdings (Hong Kong) Co., Limited was determined based on a due diligence reference date of March 31, 2024. Following the adoption of IFRS 17 and the K-ICS regime in 2023, the intrinsic value of insurance companies has become measurable based on the fair value of both assets and liabilities, rather than historical cost. Accordingly, using the net asset value reported in the Prudential Accounting Principles Balance Sheet (PAP Balance Sheet), which is prepared for submission to the financial regulatory authorities and reflects the fair value of both assets and liabilities of the insurers’ intrinsic value, the enterprise value of Tongyang Life Insurance Co., Ltd. declined between March 2024 and December 2025.

Why is the exchange consideration offered to minority shareholders lower than the price at which Woori Financial Group Inc. acquired Tongyang Life Insurance Co., Ltd. from China Dajia Insurance Group in 2024?

In order to ensure the transparency and fairness of the transaction, the Company established a Special Committee consisting of all independent directors and one external expert, which convened on three occasions. The Special Committee independently reviewed the value of the shares through an independent accounting firm using multiple valuation methodologies, including the discounted cash flow (DCF) method, and confirmed the fairness of the exchange consideration in connection with the Share Exchange. In addition, by becoming shareholders of Woori Financial Group Inc., minority shareholders are expected to participate in the Group’s medium- to long-term corporate value enhancement initiatives and share in the benefits of its shareholder-friendly shareholder return policies, including opportunities to receive dividends.

The net asset value of Tongyang Life Insurance Co., Ltd. as reflected in its Prudential Accounting Principles Balance Sheet as of December 2025 was KRW 2,942.7 billion, representing a decrease of KRW 1,078.7 billion, or 26.8%, from KRW 4,021.4 billion as of March 2024. Even after excluding the impact of the redemption of hybrid capital securities during 2025 (approximately KRW 344.6 billion), the net asset value decreased by KRW 734.1 billion, or 18.3%.   Compared with the 17.4% decrease between the historical acquisition price for the controlling equity interest (KRW 10,562 per share) and the share exchange price in this transaction (KRW 8,720 per share), the decline in net asset value reflected in the Prudential Accounting Principles Balance Sheet (26.8%) was more significant.   [Comparison of Net Asset Value under the Prudential Accounting Principles Balance Sheet]

Category

Mar. 2024

Dec. 2025

Change

Net Asset Value under the PAP B/S (KW 100 million)

40,214

29,427

Δ 26.8%

Excluding the Impact of Hybrid Capital Securities (KRW 100 million)

40,214

32,873

Δ 18.3%

 

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In addition, the value of a company’s shares may be viewed as the present value of the future earnings it is expected to generate. Over the approximately two-year period, the earnings-generating capacity of Tongyang Life Insurance Co., Ltd. also declined as a result of changes in the operating environment surrounding the insurance industry. Comparing the Company’s net income at the time of the acquisition of the controlling equity interest with that at the time of this share exchange under the same IFRS 17 insurance accounting standards, Tongyang Life Insurance Co., Ltd. recorded net income of KRW 175.8 billion, or KRW 1,128 per share, for the trailing twelve-month period ended March 31, 2024 (April 2023 through March 2024). By comparison, for fiscal year 2025, the Company recorded net income of KRW 124.5 billion, or KRW 798 per share, representing a decrease of approximately 29%. Accordingly, the historical acquisition price for the controlling equity interest of KRW 10,562 per share reflected the earnings-generating capacity of Tongyang Life Insurance Co., Ltd. at a time when it was generating annual net income of KRW 175.8 billion, whereas the share exchange price of KRW 8,720 per share reflects the Company’s current earnings-generating capacity following the subsequent decline in its profitability.   Meanwhile, the transaction price-to-earnings ratio (PER), calculated by dividing the acquisition price and the share exchange price by earnings per share, was 9.4x at the time of the acquisition of the controlling equity interest and 10.9x in connection with the share exchange, indicating that the share exchange price was determined at a higher multiple of earnings. Applying the PER multiple used in the acquisition of the controlling equity interest (9.4x) to 2025 earnings per share (EPS) of KRW 798 results in an implied per-share value of KRW 7,501 (KRW 798 × 9.4x), which is substantially below the share exchange price of KRW 8,720. This indicates that it would be difficult to conclude that the share exchange price in this transaction was determined at an unreasonably low level, even when evaluated based on the current profitability of Tongyang Life Insurance Co., Ltd..

 

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Comparison of Tongyang Life Insurance Co., Ltd. Net Income under IFRS 17   (Unit KRW)

Classification

Period

Transaction  Price

Net Income

Earnings per Share (EPS)

Transaction Price-to-Earnings Ratio (PER)

Acquisition Price

Mar. 2024

10,562

175.8 billion 1)

1,128

9.4x

Share Exchange Price

2025

8,720

124.5 billion 1)

798

10.9x

1) From April 2023 through March 2024.   In the share exchange, the shares held by the shareholders of Tongyang Life Insurance Co., Ltd. are ultimately exchanged for shares of Woori Financial Group Inc. Accordingly, the principal and substantive consideration in the transaction is not the absolute amount of the share exchange price itself, but rather the share exchange ratio, which reflects the relative valuation of the exchange prices of the two companies. Based on the reference market prices determined in accordance with the Enforcement Decree of the FSCMA, the price-to-book ratio (PBR) implied by the share exchange prices was 0.75x for Woori Financial Group Inc. and 0.88x for Tongyang Life Insurance Co., Ltd. Because Tongyang Life Insurance Co., Ltd. was valued at a higher multiple of its net asset value, the share exchange ratio is, from a PBR perspective, more favorable to the shareholders of Tongyang Life Insurance Co., Ltd.   Comparison of Price-to-Book Ratios Implied by the Share Exchange Prices

Classification

Woori Financial Group

Tongyang Life Insurance

Book Value per Share (as of the end of 2025)

KRW 46,225

KRW 9,925

Share Exchange Price

KRW 34,589

KRW 8,720

PBR

0.75x

0.88x

Accordingly, because shareholders of Tongyang Life Insurance Co., Ltd. will receive shares of Woori Financial Group Inc. at a relatively more favorable valuation from a PBR perspective, it would be difficult to conclude that the terms of this share exchange were structured to disadvantage or otherwise impair the interests of the minority shareholders of Tongyang Life Insurance Co., Ltd.   In addition, a bargain purchase gain is a one-time accounting gain recognized in connection with the acquisition of control and is determined through a purchase price allocation (“PPA”). Woori Financial Group Inc. recognized a bargain purchase gain of KRW 2,256 per share in connection with its acquisition of the controlling shareholder’s equity interest. By contrast, because this comprehensive share exchange constitutes an equity transaction under the applicable accounting standards, no bargain purchase gain will be recognized. Accordingly, a direct comparison between the two transactions has inherent limitations.

 

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