WF · Woori Financial Group Inc.

This transaction represents a strategic consolidation within Woori Financial Group’s insurance vertical, completing full ownership of Tongyang Life Insurance — a move explicitly intended to strengthen group-wide integration, improve management efficiency, and enhance shareholder value through synergies across banking, securities, and insurance businesses. The acquisition is structured as a small-scale share exchange under Korean Commercial Code Article 360-10, allowing WFG to proceed with only board approval (not a shareholder vote), while Tongyang requires an extraordinary general meeting due to its failure to meet simplified swap criteria. The exchange ratio was determined using a statutorily mandated methodology under Korea’s Financial Investment Services and Capital Markets Act, relying on objective market pricing data without premium or discount adjustments — a point validated by WFG’s independent special committee of seven non-executive directors. Financially, the deal is non-cash and equity-funded, preserving WFG’s balance sheet while increasing its non-banking revenue mix; Tongyang’s assets (₩35.35 trillion) and liabilities (₩33.80 trillion) remain unchanged post-transaction, though its corporate status shifts from listed to unlisted. Importantly, WFG disclosed preliminary consideration of a subsequent merger between Tongyang and ABL Life Insurance to eliminate intra-group redundancy and achieve scale economies — however, that step remains contingent on future board decisions and is not part of this filing’s binding terms. Given the material impact on corporate structure, listing status, capital allocation, and strategic positioning, this is a HIGH materiality event for investors assessing WFG’s financial diversification, governance execution, and long-term insurance sector competitiveness.