Edgar Filing: WOORI FINANCE HOLDINGS CO LTD

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2013

Woori Finance Holdings Co., Ltd.

(Translation of Registrant’s name into English)

203, Hoehyon-dong, 1-ga, Chung-gu, Seoul, Korea 100-792

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

Index


1. Summary of 2012 Business Report

2. Exhibit 99.1 Woori Finance Holdings Co., Ltd. Audit Reports for Fiscal Year 2012

Summary of 2012 Business Report

Table of Contents


I. COMPANY OVERVIEW			5

1. Purpose of the Company			5

2. History of the Company			6

3. Capital Structure			6

4. Total Number of Authorized Shares			16

5. Voting Rights			17

6. Dividend Information			18

II. DESCRIPTION OF BUSINESS			19

1. Business Overview			19

2. Overview of Operations			20

3. Other Information Relevant to Investment Decisions			22

III. FINANCIAL INFORMATION			27

1. Condensed Financial Statements (Separate)			27

2. Condensed Financial Statements (Consolidated)			28

IV. INDEPENDENT AUDITOR’S OPINION			30

1. Independent Auditor’s Opinion			30

2. Compensation to the Independent Auditor for the Past Three Years			30

V. CORPORATE GOVERNANCE AND AFFILIATED COMPANIES			31

1. About the Board of Directors			31

2. Related Companies			33

3. Investments in Other Companies			34

VI. STOCK INFORMATION			35

1. Stock Distribution			35

2. Stock Price and Stock Market Performance for the Past Six Months			36



VII. DIRECTORS AND EMPLOYEE INFORMATION			37

1. Directors			37

2. Employee Status			37

3. Directors’ Compensation			38

VIII. RELATED PARTY TRANSACTIONS			39

1. Transactions with Affiliated Parties			39

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

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

I.	Company Overview

1.	Purpose of the Company

a.	Scope of Business

Acquisition/ownership of shares in companies that are engaged in financial services or are closely related to financial services, as well as the governance and/or management of such companies.

(1)

Corporate Management

Setting management targets for and approving business plans of the subsidiaries;

Evaluation of the subsidiaries’ management performance and establishment of compensation levels;

Formulation of corporate governance structures of the subsidiaries;

Inspection of operation and assets of the subsidiaries; and

Other activities complementary to the items mentioned in numbers 1 to 4.

(2)

Corporate Management Support Activities

Funding for the affiliate companies (including direct and indirect subsidiaries, the “Affiliates”);

Capital investment in subsidiaries or procurement of funds for the Affiliates; and

Activities ancillary to the above items.

b.	Scope of Business of Subsidiaries

(1)

Bank Subsidiaries (Woori Bank, Kwangju Bank and Kyongnam Bank):

Banking business as prescribed by the Banking Act;

Trust business;

Foreign exchange business; and

Other authorized businesses.

(2)

Woori Investment & Securities: businesses authorized under the Financial Investment Services and Capital Markets Act and related laws and regulations.

(3)

Woori Aviva Life Insurance: life insurance and other insurance activities and other business activities permitted under the Insurance Business Act.

(4)

Woori Asset Management: asset management business.

(5)

Woori Financial: consumer finance business.

(6)

Woori FIS: finance-related IT services.

(7)

Woori F&I: securitization business.

(8)

Woori Private Equity: private equity business.

(9)

Woori FG Savings Bank: consumer savings banking business.

(10)

Woori Finance Research Institute: research relating to finance and banking

2.	History of the Company

a.	Company History

(1)

Background: Major developments.


March 30, 2004		Appointment of new management

March 31, 2004		Woori Card merged into Woori Bank

June 18, 2004		Woori Securities becomes a wholly-owned subsidiary

December 21, 2004		Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion)

December 24, 2004		Acquired LG Investment & Securities and incorporated as a subsidiary

February 17, 2005		Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion)

March 11, 2005		Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion)

March 31, 2005		Woori Securities and LG Investment & Securities merged (the name of the surviving entity, LG Investment & Securities, changed to Woori Investment & Securities)

May 6, 2005		LG Investment Trust Management changed from 2^nd tier subsidiary to 1^st tier subsidiary

May 31, 2005		Woori Investment Trust Management and LG Investment Trust Management merged (the name of the surviving entity, LG Investment Trust Management, changed to Woori Asset Management)



August 3, 2005		Dissolution of Woori LB Second Asset Securitization Specialty Co., Ltd.

September 5, 2005		Woori Asset Management becomes a wholly-owned subsidiary through capital reduction and cancellation

October 21, 2005		Woori Private Equity is established and incorporated as a subsidiary

October 27, 2005		Closure of strategic investment agreement with Lehman Brothers

February 23, 2006		Joint venture arrangement between Woori CA Asset Management, a 2^nd tier subsidiary, and Japan’s Shinsei Bank (involving a transfer of 49% of Woori F&I’s 100% stake in Woori CA Asset Management to Shinsei Bank)

April 11, 2006		Joint venture agreement to transfer 30% of the shares of Woori Asset Management to Credit Suisse Asset Management International Holdings, a wholly owned subsidiary of Credit Suisse.

May 30, 2006		Upon the 30% share transfer to Credit Suisse Asset Management International Holdings, Woori Asset Management was renamed Woori Credit Suisse Asset Management.

March 30, 2007		Appointment of new management

September 14, 2007		Acquired Hanmi Capital as a subsidiary (Hanmi Capital was renamed Woori Financial as of October 26, 2007)

April 4, 2008		Acquired LIG Life Insurance as a subsidiary (LIG Life Insurance was renamed Woori Aviva Life Insurance as of April 1, 2008)

June 27, 2008		Appointment of new management

April 29, 2009		Termination of joint venture with Credit Suisse regarding Woori Credit Suisse Asset Management. Renamed “Woori Asset Management” (May 30, 2009)

October 28, 2009		Acquired the remaining 30% equity stake in Woori Credit Suisse Asset Management from Credit Suisse Asset Management International Holding and completed the establishment of Woori Asset Management as our wholly-owned subsidiary



December 30, 2009		Dissolution of Woori LB Third Asset Securitization Specialty Co., Ltd.

March 11, 2010		MOU with National Bank of Abu Dhabi Group

March 16, 2011		Woori FG Savings Bank Co., Ltd. is incorporated as a wholly-owned subsidiary

October 5, 2011		Kwangju Bank and Kyongnam Bank become wholly-owned subsidiaries

November 29, 2011		Acquired additional shares of Woori Investment & Securities to increase our equity stake (based on common stock) to 37.85%

July 30, 2012		Acquired additional shares of Woori Financial to change our equity stake to 52.02%

October 9,2012		Disclosed Woori Finance Research Institute is incorporated as a wholly-owned subsidiary

b.	Associated Business Group

(1)

Overview of Business Group

Name of business group: Woori Financial Group

(2)

Related companies within the business group

As of December 31, 2012


Type	Name of Company	Controlling Company	Notes
Holding Company	Woori Finance Holdings	Korea Deposit Insurance Corporation	1 company
	Woori Bank
	Kwangju Bank
	Kyongnam Bank
	Woori Investment & Securities
	Woori Aviva Life Insurance
1^stTier Subsidiaries	Woori Asset Management	Woori Finance Holdings	12 companies
	Woori Financial	Woori Finance Holdings
	Woori FG Savings Bank
	Woori FIS
	Woori F & I
	Woori Private Equity
	Woori Finance Research Institute
	Woori Credit Information
	Woori America Bank
	P.T. Bank Woori Indonesia
	Korea BTL Infrastructure Fund
	Woori Global Markets Asia Ltd.	Woori Bank
2^nd Tier Subsidiaries	Woori Bank (China) Limited		64 companies
	ZAO Woori Bank
	Woori Fund Service
	Woori Bank Brasil
	Woori AMC	Woori F&I
	Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Woori F&I


Type	Name of Company	Controlling Company	Notes
	Woori SB Tenth Asset Management
	Woori F&I Tenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Eleventh Asset Securitization Specialty Co., Ltd.
	Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd.
	Woori EA Third Asset Securitization Specialty Co., Ltd.
	Woori EA Fourth Asset Securitization Specialty Co., Ltd.
	Woori EA Fifth Asset Securitization Specialty Co., Ltd.
	Woori EA Eighth Asset Securitization Specialty Co., Ltd.
	Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd.
	WR Investment America LLC
	Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twentieth Asset Securitization Specialty Co., Ltd.
	Woori EA Tenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty First Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd.
	Woori EA Twelveth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd
	Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.
	Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd
	Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd
	Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty First Asset Securitization Specialty Co., Ltd
	POSCO Woori EIG Global Private Equity Fund	Woori Asset Management
	Woori Private Equity Fund	Woori Private Equity
	Woori Blackstone Korea Opportunity Private Equity Fund No.1	Woori Private Equity
	Woori Columbus Private Equity Fund No.1
	Woori Futures
	Woori Investment & Securities International Ltd.
	Woori Investment & Securities (HK) Ltd.
	Woori Investment & Securities America Inc.
	Mars Private Equity Fund No. 1
	Mars Private Equity Fund No.2
	Woori Investment Asia Pte. Ltd.
	Mars Private Equity Fund No.3
	Mars Private Equity Fund No.4	Woori Investment & Securities
	Woori Absolute Partners PTE, Ltd.	Woori Investment & Securities
	Woori Absolute Global Opportunity Fund
	Woori Korindo Securities Indonesia
	LG Investment Holdings B.V. GG
	Connacht Capital Market Investment Ltd.
	Woori CBV Securities Corporation
	Woori Absolute Return Investment Strategies
	KoFC Woori Growth Champ 2010 No.3 Private Equity Fund
	Woori Investment Advisory Co., Ltd. (Beijing)

*	Woori Finance Holdings, Woori Investment & Securities and Woori Financial are listed on the KRX KOSPI Market

* On May 23, 2007, Woori F&I Fifth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity.

* On September 14, 2007, Hanmi Capital was included as our 1^st tier subsidiary to strengthen our non-banking business (Hanmi Capital was renamed Woori Financial as of October 26, 2007).

* On September 20, 2007, Woori Investment Asia Pte. Ltd. was included as our 2^nd tier subsidiary. Woori Investment & Securities owns a 100% stake in Woori Investment Asia Pte. Ltd.

* On October 26, 2007, Woori Bank (China) Limited was included as our 2^nd tier subsidiary. Woori Bank owns a 100% stake in Woori Bank (China) Limited.

* On November 22, 2007, ZAO Woori Bank was included as our 2^nd tier subsidiary. Woori Bank owns a 100% stake in ZAO Woori Bank, excluding one ZAO Woori Bank share which is owned by a related party of Woori Bank in order to comply with Russian regulations on single shareholder limitations.

* On December 12, 2007, Woori F&I Sixth Asset Securitization Specialty Co., Ltd. and Woori F&I Seventh Asset Securitization Specialty Co., Ltd. were included as our 2nd tier subsidiaries. Woori F&I Co., Ltd. owns a 100% stake in each of these two subsidiaries.

* On March 18, 2008, Mars Private Equity Fund No. 3, with an expected paid-in-capital of KRW 51 billion, was included as our 2^nd tier subsidiary. Woori Investment & Securities, as its general partner, will have contributed 1.96% of the capital of Mars Private Equity Fund No. 3.

* On April 3, 2008, Woori F&I Eighth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity.

* On April 4, 2008, LIG Life Insurance was included as our 1^st tier subsidiary (LIG Life Insurance was renamed Woori Aviva Life Insurance as of April 1, 2008).

* On May 14, 2008, Mars Private Equity Fund No. 4, with an expected paid-in-capital of KRW 51 billion, was included as our 2^nd tier subsidiary. Woori Investment & Securities, as its general partner, will have contributed 0.99% of the capital.

* On May 29, 2008, Woori Absolute Partners Pte. Ltd., an investment advisory service company wholly-owned by Woori Investment & Securities and established in Singapore to manage offshore funds, was included as our 2^nd tier subsidiary.

* On June 27, 2008, Woori SB Tenth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I owns a stake of 50% plus one share in the company.

* On July 21, 2008, Woori Absolute Global Opportunity Fund, an offshore financial company wholly-owned by Woori Investment & Securities, was included as our 2^nd tier subsidiary.

* On September 9, 2008, Woori F&I Ninth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity.

* On March 3, 2009, PT Clemont Securities Indonesia was included as our 2^nd tier subsidiary. Woori Investment & Securities owns a 60% stake in PT Clemont Securities Indonesia.

* On March 12, 2009, Woori F&I Tenth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity.

* On July 24, 2009, Woori F&I Twelfth Asset Securitization Specialty Co., Ltd. was removed as our 2^nd tier subsidiary following the sale of Woori F&I’s equity stake in Woori F&I Twelfth Asset Securitization Specialty Co., Ltd.

* On August 31, 2009, Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary.

* On September 28, 2009, Woori CBV Securities Corporation was included as our 2^nd tier subsidiary. Woori Investment & Securities owns a 49% stake in Woori CBV Securities Corporation.

* On October 15, 2009, we acquired an additional 2.41% of common shares of Woori Financial, and our shareholding is currently 52.52%.

* On October 28, 2009, Woori Asset Management became our wholly-owned subsidiary following our acquisition of Credit Suisse’s 30% interest in Woori Asset Management.

* High Technology Venture Investment, Global Technology Investment, LG Investment Holdings B.V. GG and Connacht Capital Market Investment, which are offshore finance companies and subsidiaries of Woori Investment & Securities, are currently undergoing liquidation or other change of control-related proceedings. Due to an expansion in the types of entities that are considered 2^nd tier subsidiaries of financial holding companies, these entities became our 2^nd tier subsidiaries.

* On December 28, 2009, Woori SB Asset Management changed its name to Woori AMC and became a wholly-owned subsidiary of Woori F&I following the termination of its joint venture with Shinsei Bank.

* On December 30, 2009, Woori Third Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries

* On February 15, 2010, Woori Investment & Securities sold 100% of its investment stake in Woori Absolute Asia Multi Strategy Fund, an offshore financial company that was wholly-owned by Woori Investment & Securities prior to such sale.

* On March 8, 2010, Woori F&I Fourteenth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary.

* On May 20, 2010, Woori Absolute Return Investment Strategies, an offshore financial company wholly-owned by Woori Investment & Securities, was included as our 2^nd tier subsidiary.

* On June 10, 2010, Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd. and Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd., which are wholly-owned by Woori F&I, were included as our 2^nd tier subsidiaries.

* On June 18, 2010, Woori EA Third Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On June 28, 2010, Woori Ea Fourth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On June 29, 2010, Woori Ea Fifth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On July 9, 2010, Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd. was removed as our 2^nd tier subsidiary following the sale of Woori Investment & Securities’ investment stake in Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd.

* On September 2, 2010, Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On October 22, 2010, WR Creditor Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 22, 2010, KoFC Woori Growth Champ 2010 No.3 Private Equity Fund, a 30% owned subsidiary of Woori Investment & Securities, was included as our 2^nd tier subsidiary.

* On November 23, 2010, Woori EA Eighth Asset Securitization Specialty Co., Ltd., a 51% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 30, 2010, Woori F&I Ninth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On December 1, 2010, High Technology Venture Investment and Global Technology Investment was dissolved and removed from our list of subsidiaries.

* On December 3, 2010, Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 21, 2010, WR Investment America LLC. a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On January 14, 2011, Woori Investment Advisory Co., Ltd. (Beijing), a 100% owned subsidiary of Woori Investment & Securities, was included as our 2^nd tier subsidiary.

* On Febuary 24, 2011, Woori F&I Nineeenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On March 14, 2011, Woori F&I Twentieth Asset Securitization Specialty Co., Ltd., a subsidiary of Woori F&I, was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 60% of the equity of Woori F&I Twentieth Asset Securitization Specialty Co., Ltd.

* On March 16, 2011, Woori FG Savings Bank, a 100% owned subsidiary of Woori Finance Holdings, was included as our subsidiary.

* On March 29, 2011, Woori EA Tenth Asset Securitization Specialty Co., Ltd., a 51% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On May 30, 2011, Woori F&I Fourteenth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On June 7, 2011, Woori F&I Twenty First Asset Securitization Specialty Co., Ltd. and Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd., each a 100% owned subsidiary of Woori F&I, were included as our 2^nd tier subsidiaries.

* On July 22, 2011, Woori Fund Service Co., Ltd., a 100% owned subsidiary of Woori Bank, was included as our 2^nd tier subsidiary.

* On August 26, 2011, Brim Asian Credit Fund was dissolved and removed from our list of subsidiaries.

* On September 2, 2011, Woori EA Twelveth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On September 28, 2011, Woori F&I Fifth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On November 2, 2011, Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 25, 2011, Woori EA Thirteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 29, 2011, Woori EA Fourteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 2, 2011, Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 28, 2011, Woori F&I Sixth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On March 8, 2012, Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On March 9, 2012, POSCO Woori EIG Global Private Equity Fund, to which Woori Asset Management contributed 0.5% of the capital and serves as its general partner, was included as our 2^ndtier subsidiary.

* On March 29, 2012, Woori EA Fifteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On May 16, 2012, Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On May 24, 2012, Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On June 11, 2012, Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On July 17, 2012, WR Creditors Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On September 5, 2012, Woori EA Eighteenth Asset Securitization Specialty Co., Ltd., a 67% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On September 10, 2012, Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On September 25, 2012, Woori Bank Brasil was included as our 2^nd tier subsidiary. Woori Bank owns a 100% (less one share) stake in Woori Bank Brasil.

* On November 2, 2012, Woori Columbus Private Equity Fund No.1, to which Woori Asset Management contributed 1.96% of the capital and serves as its general partner, was included as our 2^ndtier subsidiary.

* On November 9, 2012, Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 28, 2012, Woori F&I Eighth Asset Securitization Specialty Co., Ltd., was dissolved and removed from our list of subsidiaries.

* On December 7, 2012, Woori F&I Thirty First Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 26, 2012, Woori Finance Research Institute was incorporated and became our wholly-owned subsidiary.

c.	Consolidated Subsidiaries


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori Bank	Banking		237,991,539
Kwangju Bank	Banking		17,683,978
Kyongnam Bank	Banking		25,353,402
Woori Investment & Securities	Securities		20,927,271
Woori Asset Management	Collective Investment		80,020
Woori Financial	Other Financial		3,161,794
Woori FIS (former Woori Finance Information System)	Financial Information Technology		264,215
Woori F&I	Other Financial		1,159,311
Woori Private Equity	Other Financial		39,188
Woori FG Savings Bank	Banking		603,400


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori Finance Research Institute	Other Financial		—
Woori Heritage Long Short Private Equity Investment Trust No.1	Other Financial		10,114
Woori Credit Information	Debt Collection and Credit Rating		30,148
Woori America Bank	Banking		1,102,653
P.T. Bank Woori Indonesia	Banking		643,915
Woori Global Markets Asia Ltd.	Banking		189,541
Woori Bank (China) Limited	Banking		2,995,451
ZAO Woori Bank	Banking		350,235
Woori Bank Brasil	Banking		—
Korea BTL Infrastructure Fund	Other Financial		473,983
Woori Fund Service Co., Ltd.	Other Financial		2,719
Kumho Trust 1st Co., Ltd.	Other Financial		81,289
Woori IB Global Bond Co., Ltd	Other Financial		214,763
Connsus Eighth Co., Ltd.	Other Financial		9
Asiana Saigon Co., Ltd.	Other Financial		52,618
An-Dong Raja 1st Co., Ltd.	Other Financial		13,482
KAMCO Value Recreation 1st Securitization Specialty Co., Ltd	Other Financial		152,270
IB Global 1st Inc.	Other Financial		70,326
Hermes STX Co., Ltd.	Other Financial		30,690
BWL First Co., LLC	Other Financial		80,078
Woori Poongsan Co., Ltd	Other Financial		34,720
Pyeongtaek Ocean Sand Co., Ltd.	Other Financial		44,470
Heoreum Short-Term 15 ^th	Other Financial		57
G5 Pro Short-Term 13^th	Other Financial		657
G6 First Class Mid-Term E-20	Other Financial		1
G15 First Class Mid-Term C-1	Other Financial		4
D First Class Mid-term C-151	Other Financial		3
Golden Bridge Sidus FNH Video	Other Financial		2,868
Golden Bridge NHN Online Private Equity Investment	Other Financial		21,686
Woori CS Ocean Bridge 7 ^th	Other Financial		126
Woori Milestone Private Real Estate Fund 1^st	Other Financial		7,292
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial		52,553
Woori Partner Plus Private Equity Securities 4^th	Other Financial		400,319
Woori Partner Plus Equity Securities 9^th	Other Financial		323,100
Hanwha Smart Private Equity Trust No. 50 (Bond)	Other Financial		50,045
Samsung Plus Private Equity Investment Trust 20^th	Other Financial		—
KDB Private Equity Securities Investment Trust WB-3^rd (Bond)	Other Financial		—
Shinhan BNP Corporate Private Equity Trust 17^th	Other Financial		—
Woori Partner Plus Private Equity Securities 10^th	Other Financial		—
Yuri WB Private Equity Securities Investment Trust 4^th(Bond)	Other Financial		—
Samsung Plus Private Equity Investment Trust 21^st	Other Financial		—
KDB Private Equity Securities Investment Trust WB-4^th (Bond)	Other Financial		—
Kyobo Axa Tomorrow Private Equity 13^th (Bond)	Other Financial		—
Say Private Equity Securities Investment Trust WB-1	Other Financial		—
Hanwha Private Equity Securities Investment Trust 32^nd	Other Financial		—
Eugene Jalang Private Equity Securities Investment Trust 28^th	Other Financial		—
Kyobo Axa Tomorrow Private Equity 15^th (Bond)	Other Financial		—
Meritz Prime Private Equity Investment Trust 79^th	Other Financial		—
Mirae Asset Korea Bluechip Plus 3^rd	Other Financial		—
Mirae Asset Triumph Private Equtiy 9^th (Bond)	Other Financial		—
Woori Partner Plus Private Equity Trust 11^th	Other Financial		—
Woori Smart Investor Installment Private Equity 2^nd	Other Financial		—
Phoenix Sky Private Equity Securities 11^th	Other Financial		—
Hana UBS Power Private Equity Securities 15^th	Other Financial		—
Hana UBS Power Private Equity Securities 5^th	Other Financial		—
Hyundai Advantage Private Equity 15^th	Other Financial		—
Hyundai Platinum Private Equity Securities W-1	Other Financial		—


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
HDC New Star Private Equity Securities 15^th	Other Financial		—
LS Leading Solution Private Equity Securities 118^th	Other Financial		—
HDC New Star Private Equity Securities 17^th (Equity Mixed Type)	Other Financial		—
Hyundai Advantage Private Equity 16^th	Other Financial		—
Phoenix Private Bond Investment Trust 13^th	Other Financial		—
Hanwha Private Equity Securities Investment Trust 43^rd	Other Financial		—
Hybrid 1st Specialty Inc.	Other Financial		314,707
KAMCO Value Recreation 2nd Securitization Specialty Co., Ltd.	Other Financial		9,731
Heungkuk Hiclass 9^th	Other Financial		3,284
Woori Frontier Short Term Private Equity Securities Investment Trust 14^th (Bond)	Other Financial		—
Woori Frontier Short Term Private Equity Securities Investment Trust G-1	Other Financial		—
Truston Plus Alpha Private Equity Securities Investment Trust 9^th (Bond Mixed Type)	Other Financial		—
Woori Frontier Short Term Private Equity Securities Investment Trust G-2	Other Financial		—
Tongyang High Plus Securities Investment Trust N-27^th	Other Financial		—
Consus 6th Co., LLC	Other Financial		9
Tongyang High Plus Securities Investment Trust N-22^nd (Bond)	Other Financial		—
Samsung Partner Plus Private Equity Investment Trust 6^th (Bond Mixed Type)	Other Financial		—
Say New Vesta Private Equity Securities Investment Trust 8^th (Bond)	Other Financial		—
Woori Frontier Private Equity Securities Investment Trust 2^nd (Bond)	Other Financial		—
Hanwha Private Equity Securities Investment Trust 4^th (Bond Mixed Type)	Other Financial		—
KTB Market Alpha Private Equity Securities Investment Trust 30-2 (Bond Mixed Type)	Other Financial		—
Shinhan BNP Corporate Private Equity Investment Trust 19^th(Bond Mixed Type)	Other Financial		—
Mirae Asset Columbus Private Equity Investment Trust 43^rd (Bond Mixed Type)	Other Financial		—
Woori Futures	Futures		435,503
Woori Investment Securities International Ltd.	Securities		3,775
Woori Investment & Securities (HK) Ltd.	Securities		29,685
Woori Investment Securities America	Securities		8,311
MARS First Private Equity Fund	Other Financial		61,598
MARS INS First Private Equity Fund	Other Financial		2,404
MARS Second Private Equity Fund	Other Financial		224,133
Woori Investment Asia Pte. Ltd.	Securities		49,559
Woori Absolute Partners PTE Ltd.	Other Financial		4,327
Woori Absolute Asia Global Opportunity Fund	Other Financial		54,995
LG Investment Holding B.V.(Amsterdam) GG	Other Financial		32,549
Woori Korindo Securities Indonesia	Securities		32,339
Woori CBV Securities Corporation	Securities		8,746
Woori Absolute Return Investment Strategies fund	Other Financial		35,848
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory		2,486
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial		77,779
Woori Giant First Co., Ltd	Other Financial		50,013
KAMCO Value Recreation 9th Securitization Specialty Co., Ltd	Other Financial		1,368
G3 Pro Short-term 13	Beneficiary Certificates		91
G4 Pro Short-term 13	Beneficiary Certificates		44
Twins Subordinated Debt 1^st	Beneficiary Certificates		3
Woori AMC	Other Financial		21,714
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		15,428
Woori SB Tenth Asset Management Co., Ltd.	Other Financial		29,967
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		2,173
Woori F&I Eleventh Asset Securitization Specialty Co., Ltd.	Other Financial		2,371
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		7,811
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial		11,088
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial		33,124
Woori EA Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		17,497
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		9,563


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial		25,796
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		35,064
WR Investment America LLC	Other Financial		29,383
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial		55,810
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial		18,309
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		13,177
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial		24,366
Woori F&I Twenty First Asset Securitization Specialty Co., Ltd	Other Financial		146,945
Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd	Other Financial		74,213
Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd	Other Financial		38,794
Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd	Other Financial		95,305
Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori EA Twelveth Asset Securitization Specialty Co., Ltd.	Other Financial		137,394
Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		168,374
Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.	Other Financial		107,996
Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Thirty First Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori Private Equity Fund	Private Equity Investment		114,488
Kumho Investment Bank	Financial Services		1,456,784
Woori EL Co., Ltd.	Other Financial		29
Two Eagles LLC	Real Estate & Leasing		1,166

3.	Capital Structure

a.	Changes in Capital

(units: Won, shares)


Date	Category	Stock Decrease/Increase
Date	Category	Type	Quantity	Par Value	Issue price	Note
2001.3.27	Establishment	Common	727,458,609	5,000	5,000	—
2002.5.31	Exercise B/W	Common	165,782	5,000	5,000	—
2002.6.12	Capital increase w/ consideration	Common	36,000,000	5,000	6,800	Capital contribution ratio: 0.0494
2002.6.30	Exercise B/W	Common	1,416,457	5,000	5,000	—
2002.9.30	Exercise B/W	Common	2,769,413	5,000	5,000	—
2002.12.31	Exercise B/W	Common	4,536	5,000	5,000	—
2003.3.31	Exercise B/W	Common	1,122	5,000	5,000	—
2003.6.30	Exercise B/W	Common	7,688,991	5,000	5,000	—
2004.6.18	Stock Exchange	Common	8,571,262	5,000	8,902	Exchange with Woori Sec shares on a 1-to-0.55 basis
2004.11.4	Exercise CB	Common	666,301	5,000	5,380	—
2004.12.2	Exercise CB	Common	7,995,613	5,000	5,380	—
2004.12.21	Exercise CB	Common	3,717,472	5,000	5,380	—
2005.2.17	Exercise CB	Common	3,481,173	5,000	5,588	—
2005.3.11	Exercise CB	Common	5,914,180	5,000	7,313	—
2005.3.11	Exercise CB	Common	164,429	5,000	7,228	—

b.	Convertible Bonds

Not applicable

4.	Total Number of Authorized Shares

a.	Total Number of Authorized Shares


As of December 31, 2012		(unit: shares)


Items	Type
Items	Common Shares	Total
Total number of shares authorized	2,400,000,000	2,400,000,000
Total number of issued stock	806,015,340	806,015,340
Treasury stock	2,000	2,000
Free float shares	806,013,340	806,013,340

b. Treasury Stock


As of December 31, 2012		(unit: shares)

Acquisition

Method

Type of Stock

Beg.

Acquired

Disposal

Canceled

End

Remarks

Direct purchase under

Sub-section 1, section 165-2 of the

Common

Financial Investment Services and

Capital Markets Act

Preferred

Direct purchase other than under

Sub-section 1, section 165-2 of the

Common

1,999

2,000

Financial Investment Services and

Capital Markets Act

Preferred

Subtotal

Common

1,999

2,000

Preferred

Indirect acquisition from trust

agreement

Common

Preferred

Total

Common

1,999

2,000

Preferred

*	Woori Financial Holdings acquired an additional treasury share in respect of fractional shares resulting from share exchange for Woori Securities.

5.	Voting Rights


As of December 31, 2012		(unit: shares)


Items		Number of stock	Notes
Total number of shares	Common Shares	806,015,340
	Preferred Shares
Stocks without voting rights	Common Shares
	Preferred Shares
Stocks with limited voting rights under Korean Securities & Exchange Law	—	2,000
Stocks with voting rights restored	—
Stocks with voting rights	Common Shares	806,013,340
	Preferred Shares

6.	Dividend Information

a.	Dividend information for the past three years


Items		2012		2011		2010
Par value per share (Won)			5,000		5,000		5,000
Net profit (Won in Millions)			1,583,580		2,136,828		1,288,856
Earnings per share (Won)			1,965		2,651		1,599
Total cash payout (Won in Millions)			201,503		201,503		201,503
Total stock dividends (Won in Millions)
Cash dividend payout ratio (%)			12.72		9.43		15.63
Cash dividend yield (%)	Common Shares		2.1		2.6		1.6
Cash dividend yield (%)	Preferred Shares
Stock dividend yield (%)	Common Shares
Stock dividend yield (%)	Preferred Shares
Cash dividend per share (Won)	Common Shares		250		250		250
Cash dividend per share (Won)	Preferred Shares
Stock dividend per share (Won)	Common Shares
Stock dividend per share (Won)	Preferred Shares

II.

Description of Business

1.	Business Overview

a.	Business Overview

(As of December 31, 2012)


Business Area	Business Scope	Subsidiary
Banking	Lending, deposit taking and credit card business	Woori Bank Kwanju Bank Kyongnam Bank
Financial Investment	Investment banking, investment brokerage and collective investment business	Woori Investment & Securities Woori Asset Management
Insurance	Life insurance business	Woori Aviva Life Insurance
Consumer Finance	Facilities lease financing, installment financing and other lease financing	Woori Financial
Consumer Finance	Financial services for the lower-income class	Woori FG Savings Bank
Investment	Acquisition and disposal of non-performing loans and corporate restructuring-related investment business	Woori F&I
Investment	Investment advisory and private equity fund management business	Woori Private Equity
Other	Financial IT system development, sales and maintenance business	Woori FIS
Other	Financial, economic and industry research	Woori Finance Research Institute

2.	Overview of Operations

a.	Performance of Operations

As a financial holding company under the Financial Holding Company Act, our main income consists of dividend payments made to us by our subsidiaries. We are not involved in any other operations.

b.	Financing of Operations

(1)

Source of Funds

(unit: in millions of Won)


Items	2012			2011			2010
Shareholders’ Equity		14,571,676			14,214,221			13,804,170
Capital		4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			309,010			—
Capital Surplus		109,026			109,025			109,025
Retained Earnings		9,934,180			9,766,123			9,665,087
Capital Adjustments		(14	)		(14	)		(18	)
Borrowings		3,874,928			3,888,783			3,804,738
Debentures		3,654,276			3,653,968			3,654,843
Bank Borrowings		—			—			—
Commercial Paper		—			—			—
Other Borrowings		—			—			—
Other Liabilities		220,652			234,815			149,895
Total		18,446,604			18,103,004			17,608,908

*	Separate basis.

(2)

Use of Funds

(unit: in millions of Won)


Items	2012		2011		2010
Subsidiary Stock		17,976,325		17,825,203		17,383,228
Woori Bank		13,621,824		13,621,824		13,621,824
Kyongnam Bank		1,443,661		1,443,661		1,443,661
Kwangju Bank		976,291		976,291		976,284
Woori FIS		35,013		15,013		15,013
Woori F&I		206,563		206,563		166,563
Woori Investment & Securities		1,036,749		1,036,749		754,782
Woori Asset Management		67,456		67,456		67,456
Woori Private Equity		34,246		34,246		24,246
Woori Financial		238,575		207,346		207,346
Woori Aviva Life Insurance		102,946		106,053		106,053
Woori FG Savings Bank		210,000		110,000		—
Woori Finance Research Institute		3,000
Investment Securities		—		—		—
Loan Obligations		995		996		994
Tangible Assets		389		515		593
Intangible Assets		33		29		35
Cash		236,400		33,538		65,346
Other Assets		232,462		242,723		158,712
Total		18,446,604		18,103,004		17,608,908

*	Separate basis.

c.	Transactions related to Commission Fees

(unit: in millions of Won)


Category	2012		2011		2010
Commission Revenue (A)		62,582		65,698		35,626
Commission Expense (B)		3,143		5,971		4,209
Commission Profit (A-B)		59,439		59,727		31,417

*	Separate basis

*	Beginning in the third quarter of 2010, the Company receives brand usage fees, including from its subsidiaries, which are accounted for as commission revenue.

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2012⁽¹⁾			2011⁽¹⁾			2010⁽¹⁾
Current Assets (A)		222,671			33,591			65,497
Current Liabilities (B)		33,580			11,300			9,260
Current Ratio⁽²⁾ (A/B)		663.11	%		297.28	%		707.31	%

(1)	Separate basis.

(2)	Current ratio is calculated as the ratio of (i) Won-denominated assets with maturity of less than 1 month to (ii) Won-denominated liabilities with maturity of less than 1 month.

Debt Ratio

(unit: in millions of Won)


Items	2012			2011			2010
Liabilities (A)		3,874,928			3,888,783			3,804,738
Equity (B)		14,571,676			14,214,221			13,804,170
Debt Ratio (A/B)		26.59	%		27.36	%		27.56	%

*	Separate basis.

BIS Ratio

(unit: in millions of Won)


Items	2012 ⁽¹⁾			2011 ⁽¹⁾			2010⁽²⁾
Total Capital (A)		26,989,716			25,668,548			24,839,544
Risk weighted assets (B)		210,397,222			208,069,221			198,250,944
BIS Ratio (A/B)		12.83	%		12.34	%		12.53	%

(1)	Consolidated basis; based on Korean IFRS.

(2)	Consolidated basis; based on Korean GAAP.

b.	Credit Ratings for the Past Three Years


Date of Rating	Evaluated Securities	Credit Rating	Company (Ratings Range)	Evaluation Category
2008.04.03	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2008.04.03	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.06.04		BBB+	S&P (AAA ~ D)	Case evaluation
2008.06.12	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.06.16	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2008.09.12	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.09.16	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2008.12.02	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2008.12.02	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.03.13	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.03.13	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2009.06.30	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2009.06.30	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.11.05	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.11.05	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2010.05.10	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2010.05.10	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2010.07.23	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2010.07.23	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2010.10.28	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2010.10.28	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.02.14	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.02.14	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.03.02	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2011.03.03	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.05.12	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.05.12	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2011.08.11	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.08.11	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.10.19	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2011.10.19	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.11.14	Hybrid	AA	KIS Ratings (AAA ~D)	Case evaluation
2011.11.14	Hybrid	AA	Korea Ratings (AAA ~D)	Case evaluation
2012.01.30	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2012.01.30	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2012.02.28	Hybrid	AA	KIS Ratings (AAA ~D)	Case evaluation
2012.02.28	Hybrid	AA	Korea Ratings (AAA ~D)	Case evaluation
2012.06.13	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2012.06.13	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2012.08.06	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2012.08.06	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2012.10.17	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2012.10.17	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2013.02.26	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2013.02.26	Debentures	AAA	NICE (AAA ~ D)	Case evaluation

c.	30 Largest Exposures by Borrower


(As of December 31, 2012)		(unit: in hundred millions of Won)


Name	Total Credit Exposure		Securities		Total Exposure
Korea Land & Housing Corporation		64		23,951		24,015
Korea Finance Corporation		—		23,384		23,384
Korea Housing Finance Corporation		—		14,072		14,072
Hyundai Heavy Industries		8,823		5,155		13,978
Korea Development Bank		—		12,476		12,476
Industrial Bank of Korea		—		12,315		12,315
SH Corporation		61		9,945		10,006
Samsung Heavy Industries		9,142		436		9,578
Small & Medium Business Corporation		—		9,473		9,473
Sungdong Shipbuilding & Marine		7,412		—		7,412
SPP Shipbuilding		6,450		—		6,450
Shinhan Bank		—		6,144		6,144
Samsung Card		4,600		1,509		6,109
Hyundai Capital		2,100		3,864		5,964
Korea Deposit Insurance Corporation		—		5,935		5,935
Korea BTL Infrastructure Fund		—		5,813		5,813
National Agricultural Cooperative Federation		294		5,355		5,649
Kookmin Bank		3,354		2,291		5,645
Hyundai Steel		5,335		115		5,449
Hyosung		5,322		108		5,430
Kumho Tire		4,207		1,132		5,339
Daewoo International		5,262		20		5,282
KEPCO		—		5,152		5,152
Korea Rail Network Authority		24		5,122		5,146
Korea Water Resources Corporation		7		4,889		4,896
Standard Chartered Bank Korea		—		4,874		4,874
POSCO		1,491		3,362		4,853
GS Caltex		4,364		429		4,793
Hyundai Securities		—		4,499		4,499
National Federation of Fisheries Cooperatives		—		4,485		4,485
Total		68,310		176,306		244,617

*	Based on Woori Bank, Kyongnam Bank, Kwangju Bank, Woori Investment & Securities, Woori Financial, Woori Aviva Life Insurance and Woori FG Savings Bank.

*	Excluding securities issued or guaranteed by the Government or the Bank of Korea

*	Corporate borrowers only

d.	20 Largest Loan Exposures Classified as Sub-Standard or Below by Borrower


(As of December 31, 2012)		(unit: in hundred millions of Won)


Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Manufacturing		1,356		1,356		158
B	Manufacturing		1,308		1,308		130
C	Manufacturing		930		930		99
D	Real Estate & Leasing		750		750		241
E	Manufacturing		722		722		79
F	Construction		655		655		21
G	Construction		655		655		433
H	Real Estate & Leasing		600		600		1
I	Manufacturing		586		586		142
J	Construction		488		488		320
K	Automobile Sales		469		469		14
L	Construction		434		434		4
M	Manufacturing		444		408		188
N	Real Estate & Leasing		433		381		—
O	Construction		375		375		303
P	Finance & Insurance		365		365		365
Q	Construction		368		350		32
R	Construction		317		312		160
S	Real Estate & Leasing		286		286		8
T	Wholesale and Retail Trade		263		263		209
Total			11,805		11,694		2,906

*	Based on Woori Bank, Kyongnam Bank, Kwangju Bank, Woori Investment & Securities, Woori Financial, Woori Aviva Life Insurance and Woori FG Savings Bank.

*	Corporate borrowers only

e.	Recent Developments

In March 2011, in order to actively target the increasing market for financial services for the lower-income class and diversify its business portfolio, Woori Finance Holdings established a new subsidiary, Woori FG Savings Bank Co., Ltd., which purchased certain assets and assumed certain liabilities of Samhwa Mutual Savings Bank.

In September 2012, Woori FG Savings Bank acquired certain assets and assumed certain liabilities of Solomon Savings Bank, which allowed it to increase its asset base as well as its operational network in the metropolitan Seoul area.

Woori Financial Holdings aims to build a competitive savings bank through the creation of synergy between its subsidiaries and the reduction of non-performing assets. Woori FG Savings Bank will promote the Korean government’s policy to vitalize the financial services industry for the lower-income class by providing stable and reliable financial services.

In December 2012, Woori Finance Research Institute was established as a separate legal entity to enhance the operational efficiency of Woori Financial Group’s internal research function and to increase its research capacity. Woori Finance Research Institute will assist the sustainable growth of Woori Financial Group by serving as its “think tank” and aim to become an opinion leader in the Korean financial industry.

III.

Financial Information

1.	Condensed Financial Statements (Separate)

(unit: in millions of Won, except per share amounts)


Items	2012			2011			2010			2009⁽¹⁾
Cash and Cash Equivalents		236,400			33,538			65,345			23,267
Loans and Receivables		209,199			239,215			155,209			170,025
Investments in Subsidiaries and Associates		17,976,325			17,825,203			17,383,228			17,350,078
Fixed Assets		389			515			593			685
Intangible Assets		33			29			35			23
Current Tax Assets		20,844			—			—			—
Deferred Tax Assets		2,444			2,158			1,128			—
Other Assets		970			2,347			3,370			1,171
Total Assets		18,446,604			18,103,005			17,608,908			17,545,249
Borrowings		—			—			—			60,000
Debentures		3,654,276			3,653,968			3,654,844			3,744,156
Retirement Benefit Obligation		137			—			—			661
Current Tax Liability		165,588			201,361			124,078			—
Other Financial Liabilities		53,448			31,796			23,889			19,285
Other Liabilities		1,479			1,659			1,926			385
Total Liabilities		3,874,928			3,888,784			3,804,737			3,824,487
Common Stock		4,030,077			4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			309,010			—			—
Capital Surplus		109,026			109,026			109,025			109,025
Other Equity		(14	)		(14	)		(18	)		(18	)
Retained Earnings		9,934,180			9,766,122			9,665,087			9,581,678
Total Equity		14,571,676			14,214,221			13,804,171			13,720,762
Net Interest Income		(172,379	)		(214,309	)		(235,936	)
Net Fees Income		59,439			57,852			29,982
Dividend Income		562,272			516,008			407,130
Reversal of Impairment Loss on Credit Loss		—			1			843
Administrative Expenses		(51,352	)		(49,792	)		(34,596	)
Operating Income		397,980			309,760			167,423
Non-Operating Expense		(1,368	)		(6,310	)		(4,541	)
Income Before Income Tax		396,612			303,450			162,882
Net Income		396,898			304,480			164,010
Total Comprehensive Income		396,898			304,480			164,010
Earnings Per Share (in Won)		459			375			203

(1)	As of the Korean IFRS conversion date.

*	Reflects changes in Korean IFRS, including with respect to the calculation of Operating Income, adopted by the Company (as described in the footnotes to the accompanying financial statements of the Company). Results for prior periods have been restated accordingly.

2.	Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2012		2011		2010		2009⁽¹⁾
Cash and Cash Equivalents		5,777,804		6,417,123		4,871,109		5,805,996
Financial Assets at Fair Value through Profit or Loss		26,147,141		25,600,231		22,183,761		25,151,525
Available-for-Sale Financial Assets		18,869,900		19,671,924		21,997,884		21,337,500
Held-to-Maturity Financial Assets		18,684,801		20,036,128		19,885,559		15,953,709
Loans and Receivables		250,105,729		235,159,956		216,791,805		211,057,174
Investments in Jointly Controlled Entities and Associates		1,037,930		928,233		744,844		655,721
Investment Properties		491,685		498,999		643,271		746,126
Tangible Assets		3,185,543		3,134,472		3,097,378		3,095,029
Intangible Assets and goodwill		433,407		447,891		295,136		315,187
Current Tax Assets		37,792		56,570		9,568		28,203
Deferred Tax Assets		155,086		79,980		58,705		74,101
Derivative Assets		281,069		326,840		131,511		107,490
Assets Held for Sale		83,347		56,243		87,926		28,423
Other Assets		414,699		377,059		378,861		484,822
Total Assets		325,705,933		312,791,649		291,177,318		284,841,006
Financial Liabilities at Fair Value Through Profit or Loss		10,985,765		9,621,546		8,838,281		10,415,070
Deposits		202,919,613		195,930,482		185,427,625		176,926,868
Borrowings		33,478,685		34,666,709		34,265,662		32,455,007
Debentures		27,959,969		29,265,833		29,110,640		32,573,979
Provisions		863,658		892,308		761,055		693,521
Retirement Benefit Obligations		166,296		119,704		69,949		123,011
Current Tax Liabilities		178,793		274,257		173,960		127,871
Deferred Tax Liabilities		124,946		260,431		212,534		241,796
Derivatives Liabilities		38,000		33,493		5,339		41,236
Other Financial Liabilities		25,479,827		19,083,709		11,648,328		11,226,749
Other Liabilities		507,668		569,783		399,191		804,494
Total Liabilities		302,703,220		290,718,255		270,912,564		265,629,602
Equity Ownership of Controlled Entity		18,665,600		17,523,998		15,701,540		14,734,993
Capital Stock		4,030,077		4,030,077		4,030,077		4,030,077
Hybrid Securities		498,407		309,010		—		—
Capital Surplus		174,044		175,768		180,105		180,473
Other Equity		185,950		586,421		1,002,019		1,244,096
Retained Earnings		13,777,122		12,422,722		10,489,339		9,280,347
Non-Controlling Interests		4,337,113		4,549,396		4,563,214		4,476,411
Total Equity		23,002,713		22,073,394		20,264,754		19,211,404


Total Liabilities and Equity	325,705,933		312,791,649		291,177,318		284,841,006
Operating Income	2,228,571		3,085,708		2,148,252
Net Interest Income	7,267,103		7,264,395		6,427,315
Interest Income	15,019,982		15,044,846		14,057,227
Interest Expense	(7,752,879	)	(7,780,451	)	(7,629,912	)
Net fees and commissions income	1,003,490		1,195,492		1,115,774
Fees and Commissions Income	1,667,166		1,774,434		1,688,039
Fees and Commissions Expense	(663,676	)	(578,942	)	(572,265	)
Dividends	163,125		203,005		200,780
Gain on Financial Instruments at Fair Value through Profit or Loss	(293,469	)	119,403		39,074
Gain on Available-for-Sale Financial Assets	566,161		1,072,877		1,073,469
Gain on Held-to-Maturity Financial Assets	10		82		21
Impairment Losses on Credit Losses	(2,121,102	)	(2,268,927	)	(2,872,943	)
Other Net Operating Expenses	(4,356,747	)	(4,500,619	)	(3,835,238	)
Non-operating Income	62,693		91,665		(49,457	)
Share of Profits of Jointly Controlled Entities and Associates	68,667		16,700		29,926
Other non-operating income	(5,974	)	74,965		(79,383	)
Net Income Before Income Tax Expense	2,291,264		3,177,373		2,098,795
Income Tax Expense	(493,389	)	(744,093	)	(498,121	)
Net Income	1,797,875		2,433,280		1,600,674
Net Income Attributable to Owners	1,583,580		2,136,828		1,288,856
Net Income Attributable to the Non- Controlling Interests	214,295		296,452		311,818
Other Comprehensive Income	(387,788	)	(385,374	)	(235,991	)
Gain on Available-for-Sale Financial Assets	(350,226	)	(374,877	)	(205,332	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates	56,856		(37,602	)	(20,546	)
Gain (loss) on Overseas Business Translation	(107,509	)	24,591		(18,826	)
Gain on Valuation of Cashflow Hedge	13,091		2,514		8,713
Total Comprehensive Income	1,410,087		2,047,906		1,364,683
Comprehensive Income Attributed to Owners	1,177,633		1,729,658		1,051,725
Comprehensive Income Attributed to the Non-Controlling Interests	232,454		318,248		312,958
Earnings per Share (in Won)	1,931		2,649		1,599
Consolidated Subsidiaries	157		143		148

(1)	As of the Korean IFRS conversion date.

*	Reflects changes in Korean IFRS, including with respect to the calculation of Operating Income, adopted by the Company (as described in the footnotes to the accompanying financial statements of the Company). Results for prior periods have been restated accordingly.

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion


	2012	2011	2010
Auditor	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC
Auditor’s Opinion	(1)	Unqualified Opinion	Unqualified Opinion

(1)

In its audit report attached to this report, Deloitte Anjin LLC has stated that nothing has come to their attention that causes them to believe that the accompanying consolidated and separate financial statements of the Company as of December 31, 2011 and December 31, 2012 do not present fairly in all material respects, in accordance with Korean IFRS.

2.	Compensation to the Independent Auditor for the Past Three Years

a.	Auditing Service

(units: in millions of Won, hours)


Year	Auditor		Activity	Compensation⁽¹⁾		Accrued Time (hrs)
2012		Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		440		8,848
2011		Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		426		9,409
2010		Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Non-consolidated)		342		6,148

(1)	On an annual basis.

b.	Compensation for Services Other than the Audit

(unit: in millions of Won)


Year	Contract Date		Activity	Period		Comp.		Note
2012		2012.04.30	PCAOB and SOX Auditing		2012.07~2013.04		1,358
			Corporate tax reconciliation		2012.07~2012.08		35		—
					2013.02~2013.03
2011		2011.06.27	PCAOB and SOX Auditing		2011.07~2012.04		1,266
		2011.04.30	Corporate tax reconciliation		2011.07~2011.08		35		—
					2012.02~2012.03
2010		2011.03.07	US GAAP and SOX Auditing		2010.12~2011.05		2,306
		2010.04.30	Corporate tax reconciliation		2010.07~2010.08		72		—
			(Consolidated tax return advice)		2011.02~2011.03

V.	Corporate Governance and Affiliated Companies

1.	About the Board of Directors

Composition of our board of directors

After the general shareholders’ meeting on March 22, 2013


Name	Career & Academic Background	Relationship with Largest Shareholder	Notes
Pal Seung Lee (Standing Director)	- Current) Chairman and chief executive officer of Woori Finance Holdings - Chief executive officer, Woori Securities - Executive managing director, Hanil Bank - Bachelor of Law, Korea University	None	Chairman of the board

Yong-Man Rhee (Non-Standing Director)	- Current) Committee Member, National Elders Committee - Minister, Ministry of Finance and Economy - Governor, Bank Supervisory Service - Graduate School of Public Administration, Seoul National University	None	First appointment: March 2011

Young-Soo Park (Non-standing Director)	- Current) Representative Attorney, Law Firm Gangnam - Chief Prosecutor, Seoul High Prosecutors’ Office - Chief Prosecutor, Central Investigation Department, Supreme Prosecutors’ Office - Bachelor of Liberal Arts and Sciences, Seoul National University	None	First appointment: March 2013

Doo-Hee Lee (Non-standing Director)	- Current) Professor of College of Business Administration, Korea University - President, Asia-Pacific Association for International Education - Ph.D. in Business Administration, Michigan State University - Bachelor of Business Administration, Korea University	None	First appointment: March 2009

Hee-Yul Chai (Non-standing Director)	- Current) Professor of Economics, Kyonggi University - Non-standing Director, Financial Services Commission - Ph.D. in Economics, University of Paris X - Bachelor of Economics, Seoul National University	None	First appointment: March 2013

Hun Lee (Non-standing Director)	- Current) Co-Head, The Lawyers for Citizens - Attorney, HongIk Law Firm - Attorney, Barun Law - Bachelor of Law, Chung-Ang University	None	First appointment: March 2009

Hyung-Goo Lee (Non-standing Director)	- Current) Director, Savings Bank Support Department, Korea Deposit Insurance Corporation - Employed at Cho-Hung Bank - Bachelor of Law, Daegu University	Employee of the largest shareholder	First appointment: March 2012

John Ji Whan Park (Non-standing Director)	- Current) Representative Director, Asia Evolution - Director, AT&T Network System - Director, Goldman Sachs - Bachelor of Arts (Economics), Brown University - Master of Business Administration, Harvard University	None	First appointment: March 2011

Committees under the Board of Directors

We currently have the following management committees serving under the board of directors:

(a)

Management Committee

(b)

Business Development and Compensation Committee

(c)

Risk Management Committee

(d)

Standing Directors Committee

(e)

Ethics Committee

(f)

Outside Directors Recommendation Committee

(g)

MOU Evaluation Committee

(h)

Audit Committee

(i)

Audit Committee Member Candidate Recommendation Committee

After the general shareholders’ meeting on March 22, 2013


Name	Position	Notes
Management Committee	Pal Seung Lee Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hun Lee	Chairman and CEO Pal Seung Lee heads this committee consisting of the heads of the committees under the Board of Directors.

Business Development and Compensation Committee	Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee	Non-standing director Young-Soo Park heads this committee consisting of no fewer than three non-standing directors.

Risk Management Committee	Pal Seung Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Hun Lee heads this committee consisting of the Chairman and CEO, no fewer than one standing director and no fewer than three non-standing directors.

Standing Directors Committee	Pal Seung Lee	Chairman and CEO Pal Seung Lee heads the committee consisting of all standing directors.

Ethics Committee	Pal Seung Lee Yong-Man Rhee Hee-Yul Chai Hyung-Goo Lee John Ji Whan Park	Non-standing director Yong-Man Rhee heads this committee consisting of all standing directors and no fewer than two non-standing directors.

Outside Directors Recommendation Committee	Pal Seung Lee Yong-Soo Park Doo-Hee Lee Hee-Yul Chai Hyung-Goo Lee John Ji Whan Park	Non-standing director Young-Soo Park heads this committee consisting of the Chairman and CEO and no fewer than three non-standing directors.

MOU Evaluation Committee	Pal Seung Lee Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Chairman and CEO Pal Seung Lee heads this committee consisting of the entire board of directors.

Audit Committee	Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hun Lee Hyung-Goo Lee	Consists of no fewer than three directors (including at least one financial expert, at least two-thirds of whom are non-standing directors.

Audit Committee Member Candidate Recommendation Committee	Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Young-Soo Park heads this committee consisting of all non-standing directors.

2.	Related Companies

LOGO

*	Connacht Capital Market Investment has been liquidated in the country of its jurisdiction and is currently undergoing liquidation proceedings under Korean law.

3.	Investments in Other Companies


As of December 31, 2012		(units: thousands of shares, millions of Won, %)


	Beginning Balance						Changes						Ending Balance						Total Assets as of the Most		Net Income for
Name	Quantity		Share		Book value		Quantity		Cost		Valuation Gain/Loss		Quantity		Share		Book value		Recent Fiscal Year		the Most Recent Fiscal Year
Woorri Bank		765,957		100		13,621,824		—		—		—		765,957		100		13,621,824		247,248,351		1,447,904
Kwangju Bank		49,413		100		976,291		—		—		—		49,413		100		976,291		18,616,830		136,359
Kyongnam Bank		58,050		100		1,443,662		—		—		—		58,050		100		1,443,662		28,901,504		178,420
Woori FIS (formerly Woori Finance Information System)		900		100		15,013		4,000		20,000		—		4,900		100		35,013		334,878		-4,458
Woori F&I		14,000		100		206,563		—		—		—		14,000		100		206,563		1,748,298		45,923
Woori Investment & Securities		75,426		37.9		1,036,749		—		—		—		75,426		37.9		1,036,749		22,984,987		166,077
Woori Asset Management		6,662		100		67,456		—		—		—		6,662		100		67,456		77,665		798
Woori Private Equity		6,000		100		34,246		—		—		—		6,000		100		34,246		1,559,318		2,879
Woori Financial		8,909		52.5		207,346		2,271		31,229		—		11,181		52		238,575		3,537,592		53,073
Woori Aviva Life Insurance		7,601		51.6		106,053		—		-3,107		—		7,601		51.6		102,946		3,361,259		5,224
Woori FG Savings Bank		6,320		100		110,000		4,000		100,000		—		10,320		100		210,000		649,412		141
Woori Finance Research Institute		—		—		—		600		3,000				600		100		3,000		—		—
Total		999,239				17,825,203		10,871		151,122				1,010,110				17,976,325		329,020,094		2,032,340

1.	The changes in quantity and cost are calculated based on increases and decreases due to acquisition (or disposal) and valuation gain or loss under the acquisition cost method.

2.	The figures for the total assets and the net income for the most recent fiscal year are generally calculated on a consolidated basis in accordance with Korean IFRS.

3.	The Company’s shareholding in Woori Financial, Woori FIS and Woori FG Savings Bank increased to 11,180,630 shares, 4,900,000 shares, and 10,320,000 shares, respectively, in the third quarter of 2012 due to capital increases by such subsidiaries.

4.	The book value of Woori Aviva Life Insurance decreased following the final adjustment to the amount of the reserves set in connection with the April 2008 acquisition of equity interest in Woori Aviva Life Insurance.

5.	On December 26, 2012, Woori Finance Research Institute Co., Ltd. was established and became our wholly-owned subsidiary.

VI.

Stock Information

1.	Stock Distribution

a.	Stock Information of the Largest Shareholder and Specially Related Parties


As of December 31, 2012		(units: shares, %)


Name	Relation		Type		Shares Held												Reasons
					Beginning balance								Ending balance				Behind
					Stock		Share		(+)		(-)		Stock		Share		Change
KDIC		Largest S/H		Common		459,198,609		56.97		—		—		459,198,609		56.97
Total				Common		459,198,609		56.97		—		—		459,198,609		56.97
				Others		—		—		—		—		—		—
				Total		459,198,609		56,97		—		—		459,198,609		56.97

Largest Shareholder: KDIC

b.	Share Ownership of More Than 5%


As of December 31, 2012		(units: shares, %)


No.	Name		Common Stock				Preferred Stock				Total
No.	Name		No. of shares		%		No. of shares		%		No. of shares		%
1		KDIC		459,198,609		56.97		—		—		459,198,609		56.97
Total				459,198,609		56.97		—		—		459,198,609		56.97

c.	Minority Shareholders

As of December 31, 2012


Items	Shareholder number		Ratio(%)		Number of shares		Ratio(%)
Minority Shareholders		59,594		99.98		316,428,106		39.25

2.	Stock Price and Stock Market Performance for the Past Six Months

a.	Domestic Stock Market

(units: Won, shares)


Period		July 2012		August 2012		September 2012		October 2012		November 2012		December 2012
Common Stock	High		12,350		11,450		12,000		10,950		10,650		11,850
	Low		10,300		10,500		10,600		10,300		9,740		9,980
	Average		11,275		11,114		11,308		10,598		10,147		11,071
Monthly Trade Volume	High		5,796,246		5,052,517		7,898,764		2,581,387		2,800,195		4,983,514
	Low		1,131,070		1,136,787		773,210		1,029,035		760,605		989,421
	Average		41,854,538		45,588,495		47,121,454		30,260,650		31,285,526		38,932,648

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		July 2012		August 2012		September 2012		October 2012		November 2012		December 2012
ADR	High		32.93		30.39		32.33		29.89		29.49		33.35
	Low		27.23		28.08		28.16		27.98		27.05		27.62
	Average		29.69		29.59		30.43		28.86		28.12		31.00
Won Con-version	High		37,662		34,225		36,462		33,435		32,194		35,721
	Low		31,061		31,663		31,871		30,921		29,384		29,926
	Average		33,947		33,483		34,222		31,942		30,580		33,386
Monthly Trade Volume	High		231,700		107,600		21,600		65,300		19,600		22,300
	Low		2,200		1,200		600		2,400		2,700		3,600
	Monthly Total		483,100		274,600		151,200		231,100		181,700		208,200

VII.

Directors and Employee Information

1.	Directors

As of December 31, 2012


Position		Name	Common Stock Owned	Expiration of Term
Chairman and CEO	Registered	Pal Seung Lee	71,500	March 24, 2014
Executive Vice President	Non-Registered	Hyun Jin Jung		September 12, 2013
Executive Vice President	Non-Registered	Yang Jin Kim		March 31, 2013
Executive Vice President	Non-Registered	Byoung Yoon Jeon		September 26, 2013
Executive Vice President	Non-Registered	Joon Ho Kim	3,000	December 15, 2013
Executive Vice President	Non-Registered	Jeong Oun Kim		December 20, 2014
Senior Managing Director	Non-Registered	Seong Kook Jo		September 26, 2013
Managing Director	Non-Registered	Chang Young Choi		December 15, 2013
Managing Director	Non-Registered	Dong Young Park		December 20, 2014
Non-standing Director	Registered	Yong-Man Rhee		March 24, 2013
Non-standing Director	Registered	Min-Joon Bang		March 29, 2013
Non-standing Director	Registered	Hi-Teak Shin		March 29, 2013
Non-standing Director	Registered	Doo-Hee Lee		March 29, 2013
Non-standing Director	Registered	Hyung-Goo Lee		March 29, 2014
Non-standing Director	Registered	Hun Lee		March 29, 2013
Non-standing Director	Registered	John Ji Whan Park		March 24, 2013

As of March 22, 2013


Position		Name	Common Stock Owned	Expiration of Term
Chairman and CEO	Registered	Pal Seung Lee	71,500	March 24, 2014
Executive Vice President	Non-Registered	Hyun Jin Jung		September 12, 2013
Executive Vice President	Non-Registered	Byoung Yoon Jeon		September 26, 2013
Executive Vice President	Non-Registered	Joon Ho Kim	3,000	December 15, 2013
Executive Vice President	Non-Registered	Jeong Oun Kim		December 20, 2014
Senior Managing Director	Non-Registered	Seong Kook Jo		September 26, 2013
Managing Director	Non-Registered	Chang Young Choi		December 15, 2013
Managing Director	Non-Registered	Dong Young Park		December 20, 2014
Non-standing Director	Registered	Yong-Man Rhee		March 21, 2014
Non-standing Director	Registered	Young-Soo Park		March 21, 2015
Non-standing Director	Registered	Doo-Hee Lee		March 21, 2014
Non-standing Director	Registered	Hee-Yul Chai		March 21, 2015
Non-standing Director	Registered	Hyung-Goo Lee		March 29, 2014
Non-standing Director	Registered	Hun Lee		March 21, 2014
Non-standing Director	Registered	John Ji Whan Park		March 21, 2014

2.	Employee Status


As of December 31, 2012		(units: persons, thousands of Won)

Staff

Average

Tenure

Cumulative

Average
Compensation

Regular

Contract

Others

Total

Years

Compensation

Per Person

Note

Total

128

136

3 years and

10 months

12,746

*	Excluding the eight non-registered directors.

3.	Directors’ Compensation

(unit: in millions of Won)


Items	Total Compensation		Number of Persons		Average Compensation Per Director		Note
Standing Director		600		1		600	Excluding non-standing directors and audit committee members
Non-standing Directors		84		2		42	Excluding audit committee members
Audit Committee Members		168		5		34	No compensation was provided to one of the members of the Audit Committee

*	Cumulative basis from January 1 to December 31, 2012

*	Compensation limit for the Standing Director, Non-standing Directors and Audit Committee Members, on an aggregate basis, as approved at the annual general meeting of shareholders, was ￦4,000 million.

For the Standing Director, the total compensation amount excludes the base performance-based compensation (40% of the total performance-based compensation) for 2011 of ￦ 307.2 million. The deferred performance-based compensation (60% of the total performance-based compensation) for 2011 is expected to be paid in 2014 based on the financial performance evaluation results for 2012 and 2013.

VIII.

Related Party Transactions

Transactions with Affiliated Parties

Transactions of Provisional Payments and Loans (including secured loans)

(unit: in millions of Won)

Name

Relation

Item

Changes

Notes

Beg.

End

Woori Financial

Subsidiary

Other Loan

1,000

—

1,000

Total

1,000

—

1,000

Payment Transactions

(unit: shares)


		Capital Contribution and Share Disposal
			Transactions								Notes
Name	Relation	Types of Shares	Beginning		Increase		Decrease		Ending		Notes
Woori Bank	Subsidiary	Common stock		695,956,580		—		—		695,956,580
	Subsidiary	Preferred Stock		70,000,000		—		—		70,000,000
Kwangju Bank	Subsidiary	Common stock		49,413,851		—		—		49,413,851
Kyongnam Bank	Subsidiary	Common stock		58,050,037		—		—		58,050,037
Woori FIS (formerly Woori Finance Information System)	Subsidiary	Common Stock		900,000		4,000,000		—		4,900,000
Woori F&I	Subsidiary	Common Stock		14,000,000		—		—		14,000,000
Woori Investment & Securities	Subsidiary	Common Stock		75,426,214		—		—		75,426,214
Woori Asset Management	Subsidiary	Common Stock		6,662,000		—		—		6,662,000
Woori Private Equity	Subsidiary	Common Stock		6,000,000		—		—		6,000,000
Woori Financial	Subsidiary	Common Stock		8,909,439		2,271,191		—		11,180,630
Woori Aviva Life Insurance	Subsidiary	Common Stock		7,601,091		—		—		7,601,091
Woori FG Savings Bank	Subsidiary	Common Stock		6,320,000		4,000,000		—		10,320,000
Woori Finance Research Institute	Subsidiary	Common Stock		—		600,000		—		600,000
Total				999,239,212		10,871,191		—		1,010,110,403		—

*	The Company’s shareholding in Woori FIS, Woori Financial and Woori FG Savings Bank increased to 4,900,000 shares, 11,180,630 shares and 10,320,000 shares, respectively, in the third quarter of 2012 due to capital increases by such subsidiaries.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Woori Finance Holdings Co., Ltd.
	(Registrant)

Date: April 1, 2013	By:	/s/ Woo Seok Seong
	(Signature)
	Name:	Woo Seok Seong
	Title:	Managing Director