WF · Woori Financial Group Inc.

Woori Financial Group Inc. (WFG) has announced a small-scale share exchange to acquire TONGYANG Life Insurance Co., Ltd. (Tongyang), making Tongyang a wholly-owned subsidiary. The transaction is structured under Articles 360-2 through 360-14 of the Korean Commercial Code and Article 62-2 of the Financial Holding Companies Act. WFG will issue new common shares to Tongyang shareholders (excluding WFG and treasury shares) at an exchange ratio of 0.2521056 WFG shares per Tongyang share. The total increase in WFG's capital stock will be KRW 43,484,375,000, based on a par value of KRW 5,000 per share. The share exchange is expected to close on August 11, 2026, subject to board approval in lieu of a shareholders meeting on July 24, 2026, and other conditions. Notably, dissenting WFG shareholders holding 20% or more of issued shares can block the small-scale exchange, but no appraisal rights are granted. The transaction is a strategic move to expand WFG's insurance business, though the filing does not provide financial details or strategic rationale beyond the legal framework.