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 May 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 2013 1Q Business Report

2. Exhibit 99.1 Woori Finance Holdings Co., Ltd. Review Reports for 2013 1Q

Summary of 2013 1Q Business Report

Table of Contents


I. COMPANY OVERVIEW			5

1. Purpose of the Company			5

2. History of the Company			6

3. Capital Structure			17

4. Total Number of Authorized Shares			18

5. Voting Rights			19

6. Dividend Information			19

II. DESCRIPTION OF BUSINESS			20

1. Business Overview			20

2. Overview of Operations			21

3. Other Information Relevant to Investment Decisions			23

III. FINANCIAL INFORMATION			28

1. Condensed Financial Statements (Separate)			28

2. Condensed Financial Statements (Consolidated)			29

IV. INDEPENDENT AUDITOR’S OPINION			31

1. Independent Auditor’s Opinion			31

2. Compensation to the Independent Auditor for the Past Three Years			31

V. CORPORATE GOVERNANCE AND AFFILIATED COMPANIES			32

1. About the Board of Directors			32

2. Related Companies			34

3. Investments in Other Companies			35

VI. STOCK INFORMATION			36

1. Stock Distribution			36

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


VII. DIRECTORS AND EMPLOYEE INFORMATION			38

1. Directors			38

2. Employee Status			38

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 27, 2001		Woori Finance Holdings was incorporated

April 2, 2001		Commenced commercial operations

June 24, 2002		Became listed on the Korea Exchange

September 29, 2003		Became listed on the New York Stock Exchange

March 30, 2004		Appointment of new management

March 31, 2004		Woori Card merged into Woori Bank

June 18, 2004		Woori Securities became 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 became a wholly-owned subsidiary through capital reduction and cancellation

October 21, 2005		Woori Private Equity was 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. was incorporated as a wholly-owned subsidiary

October 5, 2011		Kwangju Bank and Kyongnam Bank became 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

April 1, 2013		Woori Card was incorporated as a wholly-owned subsidiary following a spin-off from Woori Bank.

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 March 31, 2013


Type	Name of Company	Controlling Company	Notes
Holding Company	Woori Finance Holdings	Korea Deposit Insurance Corporation	1 company
1^stTier Subsidiaries	Woori Bank	Woori Finance Holdings	12 companies
	Kwangju Bank
	Kyongnam Bank
	Woori Investment & Securities
	Woori Aviva Life Insurance
	Woori Asset Management
	Woori Financial
	Woori FG Savings Bank
	Woori FIS
	Woori F & I
	Woori Private Equity
	Woori Finance Research Institute


Type		Name of Company	Controlling Company	Notes
2^nd Tier Subsidiaries		Woori Credit Information	Woori Bank	66 companies
		Woori America Bank
		P.T. Bank Woori Indonesia
		Korea BTL Infrastructure Fund
		Woori Global Markets Asia Ltd.
		Woori Bank (China) Limited
		ZAO Woori Bank
		Woori Fund Service
		Woori Bank Brasil
		Woori AMC	Woori F&I
		Woori F&I Seventh Asset Securitization Specialty Co., Ltd.
		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
		Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd
		Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd
		Woori F&I Thirty Fourth Asset Securitization Specialty Co., Ltd
		Woori F&I Thirty Fifth 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 Columbus Private Equity Fund No.1
		Woori Futures	Woori Investment & Securities
		Woori Investment & Securities International Ltd.
		Woori Investment & Securities (HK) Ltd.
		Woori Investment & Securities America Inc.
		Mars Private Equity Fund No.2
		Woori Investment Asia Pte. Ltd.
		Mars Private Equity Fund No.4
		Woori Absolute Partners PTE, Ltd.
		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.

*	On March 7, 2013, Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On March 8, 2013, Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On March 8, 2013, Woori F&I Thirty Fourth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On March 13, 2013, Woori F&I Thirty Fifth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On March 14, 2013, Mars Private Equity Fund No.3 was dissolved and removed from our list of subsidiaries.

*	On March 29, 2013, Mars Private Equity Fund No.1 was dissolved and removed from our list of subsidiaries.

c.	Consolidated Subsidiaries


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Woori Bank	Banking		242,667,808
Kwangju Bank	Banking		18,297,125
Kyongnam Bank	Banking		28,900,360
Woori Investment & Securities	Securities		24,211,585
Woori Asset Management	Collective Investment		80,095
Woori Financial	Other Financial		3,537,592
Woori FIS (former Woori Finance Information System)	Financial Information Technology		334,878
Woori F&I	Other Financial		1,600,095
Woori Private Equity	Other Financial		40,793
Woori FG Savings Bank	Banking		1,598,619
Woori Finance Research Institute	Other Financial		4,156
Woori Heritage Long Short Private Equity Investment Trust No.1	Other Financial		11,336
Woori CS Ocean Bridge 7 ^th	Other Financial		126
Woori CS Ocean Bridge 9^th	Other Financial		884
Woori CS Global Emerging Milestone 1^st	Other Financial		27,048
Woori Credit Information	Debt Collection and Credit Rating		30,917
Woori America Bank	Banking		1,078,995
P.T. Bank Woori Indonesia	Banking		662,720
Woori Global Markets Asia Ltd.	Banking		181,104
Woori Bank (China) Limited	Banking		3,036,392
ZAO Woori Bank	Banking		214,258
Woori Bank Brasil	Banking		22,336
Korea BTL Infrastructure Fund	Other Financial		584,144
Woori Fund Service Co., Ltd.	Other Financial		2,952
Kumho Trust 1st Co., Ltd.	Other Financial		80,942
Woori IB Global Bond Co., Ltd	Other Financial		213,745
Connsus Eighth Co., Ltd.	Other Financial		12
Asiana Saigon Co., Ltd.	Other Financial		52,947
An-Dong Raja 1st Co., Ltd.	Other Financial		12,800
KAMCO Value Recreation 1st Securitization Specialty Co., Ltd	Other Financial		84,560
IB Global 1st Inc.	Other Financial		67,028
Hermes STX Co., Ltd.	Other Financial		30,550
BWL First Co., LLC	Other Financial		80,029
Woori Poongsan Co., Ltd	Other Financial		41,575
Pyeongtaek Ocean Sand Co., Ltd.	Other Financial		44,539
Heights Third Co., Ltd	Other Financial		8,039
Jeonju Poomglim iWant	Other Financial		203
Wonju Poomglim iWant	Other Financial		9


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Deogi Dream Fourth Co., Ltd	Other Financial		351
Guam Emerald Ocean View	Other Financial		535
Heoreum Short-Term 15 ^th	Other Financial		58
G5 Pro Short-Term 13^th	Other Financial		588
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
Woori Milestone Private Real Estate Fund 1^st	Other Financial		6,975
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial		56,411
Woori Partner Plus Private Equity Securities 4^th	Other Financial		415,544
Woori Partner Plus Equity Securities 9^th	Other Financial		309,939
Hanwha Smart Private Equity Trust No. 50 (Bond)	Other Financial		51,044
Yuri WB Private Equity Securities Investment Trust 4^th(Bond)	Other Financial		61,760
Samsung Plus Private Equity Investment Trust 21^st	Other Financial		51,383
KDB Private Equity Securities Investment Trust WB-4^th (Bond)	Other Financial		59,639
Kyobo Axa Tomorrow Private Equity 13^th (Bond)	Other Financial		61,755
Say Private Equity Securities Investment Trust WB-1	Other Financial		51,394
Hanwha Private Equity Securities Investment Trust 32^nd	Other Financial		52,280
Eugene Jalang Private Equity Securities Investment Trust 28^th	Other Financial		54,184
Kyobo Axa Tomorrow Private Equity 15^th (Bond)	Other Financial		60,828
Meritz Prime Private Equity Investment Trust 79^th	Other Financial		50,554
Mirae Asset Korea Bluechip Plus 3^rd	Other Financial		10,207
Mirae Asset Triumph Private Equtiy 9^th (Bond)	Other Financial		50,489
Woori Partner Plus Private Equity Trust 11^th	Other Financial		103,576
Woori Smart Investor Installment Private Equity 2^nd	Other Financial		10,428
Phoenix Sky Private Equity Securities 11^th	Other Financial		20,303
Hana UBS Power Private Equity Securities 15^th	Other Financial		52,678
Hana UBS Power Private Equity Securities 5^th	Other Financial		20,355
Hyundai Advantage Private Equity 15^th	Other Financial		20,638
Hyundai Platinum Private Equity Securities W-1	Other Financial		50,745
HDC New Star Private Equity Securities 15^th	Other Financial		10,401
LS Leading Solution Private Equity Securities 118^th	Other Financial		20,769
HDC New Star Private Equity Securities 17^th (Equity Mixed Type)	Other Financial		9,576
Hyundai Advantage Private Equity 16^th	Other Financial		9,975
Phoenix Private Bond Investment Trust 13^th	Other Financial		50,118
Hanwha Private Equity Securities Investment Trust 43^rd	Other Financial		54,111
Woori Smart Investor Private Equity 4^th	Other Financial		—
Truston Private Equity Securities 12^th	Other Financial		—
Hyundai Platinum Private Equity Securities W-2	Other Financial		—
KTB Safe Private Equity Securities 77^th	Other Financial		—
Woori Partner Plus Private Equity Securities 12^th	Other Financial		—
KDB Private Equity Investment Trust WB-5	Other Financial		—
Shinhan BNP Corporate Private Equity Investment Trust 27^th	Other Financial		—
Woori Bank Principal Protected Trust	Other Financial		1,359,282
Heungkuk Hiclass 9^th	Other Financial		3,394
Woori Frontier Short Term Private Equity Securities Investment Trust 14^th(Bond)	Other Financial		10,568
Truston Plus Alpha Private Equity Securities Investment Trust 9^th(Bond Mixed Type)	Other Financial		10,176
Woori Frontier Short Term Private Equity Securities Investment Trust G-1	Other Financial		10,916
Woori Frontier Short Term Private Equity Securities Investment Trust G-2	Other Financial		10,633
Tongyang High Plus Securities Investment Trust N-27^th	Other Financial		10,016
Mirae Asset Triumph Private Equity Investment Trust 11^th	Other Financial		—
Hybrid 1st Specialty Inc.	Other Financial		342,697
KAMCO Value Recreation 2nd Securitization Specialty Co., Ltd.	Other Financial		8,898
Kwangju Bank Principal Protected Trust	Trust		10,835
Hanwha Private Equity Securities Investment Trust 4^th (Bond Mixed Type)	Other Financial		20,529
KTB Market Alpha Private Equity Securities Investment Trust 30-2(Bond Mixed Type)	Other Financial		10,880
Mirae Asset Columbus Private Equity Investment Trust 43^rd (Bond Mixed Type)	Other Financial		10,375
Tongyang High Plus Securities Investment Trust N-28 (Bond)	Other Financial		40,358
Bearing New Besta Private Equity Securities Investment Trust 9^th (Bond)	Other Financial		30,242
Woori Frontier Private Equity Securities Investment Trust 4^th (Bond)	Other Financial		30,221


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Yuri Balance Private Equity Securities Investment Trust 11^th (Bond Mixed Type)	Other Financial		20,119
Shinyoung Private Equity Securities Investment Trust KN-1 (ELS-Derivative Type)	Other Financial		20,444
Daeshin Balance Private Equity Securities Investment Trust 51^st (Bond Mixed Type)	Other Financial		10,033
Shinyoung Private Equity Securities Investment Trust KN-2 (ELS-Derivative Type)	Other Financial		9,999
Consus 6th Co., LLC	Other Financial		9
Kyongnam Bank Principal Protected Trust	Trust		56,742
Woori Futures	Futures		409,193
Woori Investment Securities International Ltd.	Securities		2,067
Woori Investment & Securities (HK) Ltd.	Securities		140,349
Woori Investment Securities America	Securities		6,467
MARS Second Private Equity Fund	Other Financial		231,863
Woori Investment Asia Pte. Ltd.	Securities		46,903
Woori Absolute Partners PTE Ltd.	Other Financial		3,880
Woori Absolute Asia Global Opportunity Fund	Other Financial		7,790
LG Investment Holding B.V.(Amsterdam) GG	Other Financial		30,612
Woori Korindo Securities Indonesia	Securities		33,123
Woori CBV Securities Corporation	Securities		8,300
Woori Absolute Return Investment Strategies fund	Other Financial		33,326
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory		2,391
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial		96,280
Woori Giant First Co., Ltd	Other Financial		96,280
KAMCO Value Recreation 9th Securitization Specialty Co., Ltd	Other Financial		1,535
G3 Pro Short-term 13	Beneficiary Certificates		86
G4 Pro Short-term 13	Beneficiary Certificates		42
Woori Investment & Securities Principal Protected Trust	Trust		27,482
Woori AMC	Other Financial		20,838
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		14,560
Woori SB Tenth Asset Management Co., Ltd.	Other Financial		18,647
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		320
Woori F&I Eleventh Asset Securitization Specialty Co., Ltd.	Other Financial		190
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		3,401
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial		3,652
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial		7,909
Woori EA Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		9,320
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		3,204
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial		3,870
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		13,892
WR Investment America LLC	Other Financial		18,915
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial		31,034
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial		8,412
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		4,098
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial		8,119
Woori F&I Twenty First Asset Securitization Specialty Co., Ltd	Other Financial		71,265
Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd	Other Financial		17,100
Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd	Other Financial		22,068
Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd	Other Financial		55,350
Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		88,099
Woori EA Twelveth Asset Securitization Specialty Co., Ltd.	Other Financial		60,249
Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		47,452
Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.	Other Financial		91,370
Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.	Other Financial		61,942
Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd.	Other Financial		88,425
Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		104,191
Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		72,858


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.	Other Financial		59,652
Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd.	Other Financial		124,348
Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd.	Other Financial		138,623
Woori F&I Thirty First Asset Securitization Specialty Co., Ltd.	Other Financial		107,000
Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Thirty Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Thirty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori Private Equity Fund	Private Equity Investment		150,644
Kumho Investment Bank	Financial Services		1,412,550
Woori EL Co., Ltd.	Other Financial		27
Two Eagles LLC	Real Estate & Leasing		632
MyAsset Manhattan Private Equity Real Estate Trust 1^st	Beneficiary Certificates		5,656
Sahn Eagle LLC	Other Financial		14,792
Hub 1^st Co., Ltd	ABS		14,582
Hub 2^nd Co., Ltd	ABS		24,161
Hub 3^rd Co., Ltd	ABS		16,754
Two Eagles KIB LLC	Other Services		238

3.	Capital Structure

a.	Changes in Capital

(units: Won, shares)


		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 March 31, 2013		(unit: shares)


	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 March 31, 2013		(unit: shares)

Acquisition

Method

Type of Stock

Beg.

Acquired

Disposal

Canceled

End

Remarks

Direct purchase under Sub-section 1, section 165-2 of the Financial Investment Services and Capital Markets Act

Common

Preferred

Direct purchase other than under Sub-section 1, section 165-2 of the Financial Investment Services and Capital Markets Act

Common

2,000

Preferred

Subtotal

Common

2,000

Preferred

Indirect acquisition from trust agreement

Common

Preferred

Total

Common

2,000

Preferred

5.	Voting Rights


As of March 31, 2013		(unit: shares)


Items		Number of stock	Notes
Total number of shares	Common Shares	806,015,340
Total number of shares	Preferred Shares
Stocks without voting rights	Common Shares
Stocks without voting rights	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
Stocks with voting rights	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 March 31, 2013)


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)


		2013 1Q				2012				Change
		Avg. Balance		%		Avg. Balance		%		Avg. Balance		%
Won Currency	Deposits		1,914,211		58.47		1,883,597		58.88		30,614	D	0.41
	CD		21,875		0.67		16,254		0.51		5,621		0.16
	Borrowings		259,531		7.93		242,556		7.58		16,975		0.35
	Call Money		36,963		1.13		31,929		1.00		5,034		0.13
	Others		518,822		15.85		477,072		14.91		41,750		0.94
	Sub-Total		2,751,402		84.05		2,651,408		82.88		99,994		1.17
Foreign Currency	Deposits		109,416		3.34		112,283		3.51		D2,867	D	0.17
	Borrowings		104,827		3.20		130,917		4.09		D26,090	D	0.89
	Debentures		52,871		1.62		54,464		1.70		D1,593	D	0.08
	Others		13,789		0.42		13,354		0.42		435		0.00
	Sub-Total		280,903		8.58		311,018		9.72		D30,115	D	1.14
Others	Total Capital		230,219		7.03		226,238		7.07		3,981	D	0.04
	Reserves		11,047		0.34		10,619		0.33		428		0.01
	Others		0		0.00		0		0.00		0		0.00
	Sub-Total		241,266		7.37		236,857		7.40		4,409	D	0.03
	Source of Funds Total		3,273,571		100.00		3,199,283		100.00		74,288		0.00

*	Consolidated basis.

(unit: in millions of Won)


Items	2013 1Q		2012			2011
Shareholders’ Equity		14,569,575		14,571,676			14,214,221
Capital		4,030,077		4,030,077			4,030,077
Hybrid Securities		498,407		498,407			309,010
Capital Surplus		109,026		109,026			109,025
Retained Earnings		9,933,759		9,934,180			9,766,123
Capital Adjustments		-1,694		(14	)		(14	)
Borrowings		4,300,339		3,874,928			3,888,783
Debentures		3,854,381		3,654,276			3,653,968
Bank Borrowings		—		—			—
Commercial Paper		—		—			—
Other Borrowings		—		—			—
Other Liabilities		445,958		220,652			234,815
Total		18,869,913		18,446,604			18,103,004

*	Separate basis.

(2)

Use of Funds

(unit: in millions of Won)


		2013 1Q				2012				Change
		Avg. Balance		%		Avg. Balance		%		Avg. Balance		%
Won Currency	Deposits		155,195		4.74		159,385		4.98		D4,190		D0.24
	Securities		584,274		17.85		575,475		17.99		8,799		D0.14
	Loans		1,916,622		58.55		1,844,974		57.67		71,648		0.88
	Call Loans		17,763		0.54		8,047		0.25		9,716		0.29
	Private placement bonds		13,258		0.41		15,376		0.48		D2,118		D0.07
	Credit Card		42,232		1.29		43,676		1.37		D1,444		D0.08
	Others		224,246		6.85		209,096		6.54		15,150		0.31
	Loan loss reserves		D33,890		D1.04		D34,445		D1.08		555		0.04
	Sub-Total		2,919,700		89.19		2,821,584		88.20		98,116		0.99
Foreign Currency	Deposits		31,308		0.96		35,257		1.10		D3,949		D0.14
	Securities		14,938		0.46		10,905		0.34		4,033		0.12
	Loans		183,365		5.60		200,514		6.27		D17,149		D0.67
	Bills bought		48,377		1.48		54,821		1.71		D6,444		D0.23
	Others		6,631		0.20		7,342		0.23		D711		D0.03
	Sub-Total		284,619		8.70		308,839		9.65		D24,220		D0.95
Others	Cash		37,402		1.14		37,242		1.16		160		D0.02
	Tangible Assets		31,850		0.97		31,618		0.99		232		D0.02
	Others		0		0.00		0		0.00		0		0.00
	Sub-Total		69,252		2.11		68,860		2.15		392		D0.04
	Use of Funds Total		3,273,571		100.00		3,199,283		100.00		74,288		0.00

*	Consolidated basis.

(unit: in millions of Won)


Items	2013 1Q		2012		2011
Subsidiary Stock		17,976,325		17,976,325		17,825,203
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		976,291
Woori FIS		35,013		35,013		15,013
Woori F&I		206,563		206,563		206,563
Woori Investment & Securities		1,036,749		1,036,749		1,036,749
Woori Asset Management		67,456		67,456		67,456
Woori Private Equity		34,246		34,246		34,246
Woori Financial		238,575		238,575		207,346
Woori Aviva Life Insurance		102,946		102,946		106,053
Woori FG Savings Bank		210,000		210,000		110,000
Woori Finance Research Institute		3,000		3,000
Investment Securities		—		—		—
Loan Obligations		995		995		996
Tangible Assets		329		389		515
Intangible Assets		32		33		29
Cash		628,722		236,400		33,538
Other Assets		263,510		232,462		242,723
Total		18,869,913		18,446,604		18,103,004

*	Separate basis.

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2013 1Q⁽¹⁾			2012⁽¹⁾			2011⁽¹⁾
Current Assets (A)		671,535			222,671			33,591
Current Liabilities (B)		450,279			33,580			11,300
Current Ratio⁽²⁾ (A/B)		149.14	%		663.11	%		297.28	%

(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	2013 1Q			2012			2011
Liabilities (A)		4,300,339			3,874,928			3,888,783
Equity (B)		14,569,575			14,571,676			14,214,221
Debt Ratio (A/B)		29.52	%		26.59	%		27.36	%

*	Separate basis.

BIS Ratio

(unit: in millions of Won)


Items	2013 1Q			2012			2011
Total Capital (A)		27,287,298			26,989,716			25,668,548
Risk weighted assets (B)		212,813,359			210,397,222			208,069,221
BIS Ratio (A/B)		12.82	%		12.83	%		12.34	%

*	2013 1Q figures are preliminary

b.	Credit Ratings for the Past Three Years


	Evaluated	Credit	Company	Evaluation
Date of Rating	Securities	Rating	(Ratings Range)	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 March 31, 2013)		(unit: in hundred millions of Won)


Name	Total Credit Exposure		Securities		Total Exposure
Korea Land & Housing Corporation		2,013		27,701		29,714
Korea Finance Corporation		—		25,321		25,321
Korea Housing Finance Corporation		199		15,303		15,502
Korea Development Bank		—		11,199		11,199
Hyundai Heavy Industries		10,267		195		10,462
Industrial Bank of Korea		11		9,932		9,943
Small & Medium Business Corporation		—		8,973		8,973
SPP Shipbuilding		7,734		—		7,734
Sungdong Shipbuilding & Marine		7,576		—		7,576
Export-Import Bank of Korea		—		7,277		7,277
Samsung Electronics		6,229		358		6,587
SH Corporation		299		6,270		6,568
Korea Deposit Insurance Corporation		—		6,528		6,528
Samsung Heavy Industries		5,648		437		6,085
Korea BTL Infrastructure Fund		—		6,038		6,038
LG Chem		5,816		64		5,880
Daewoo International		5,560		12		5,572
Kumho Tire		4,334		1,132		5,466
Korea Water Resources Corporation		7		5,338		5,345
Hyundai Steel		4,727		522		5,248
DSME		5,006		103		5,110
Korea Exchange Bank		280		4,638		4,918
Hyundai Capital		1,350		3,548		4,898


Name	Total Credit Exposure		Securities		Total Exposure
Hyosung		4,791		57		4,848
Shinhan Bank		—		4,834		4,834
KB Kookmin Bank		3,054		1,612		4,666
National Federation of Fisheries Cooperatives		—		4,474		4,474
POSCO		697		3,708		4,406
Hyundai Securities		—		4,399		4,399
Korea Expressway Corporation		—		4,337		4,337
Total		75,598		164,309		239,907

*	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 March 31, 2013)		(unit: in hundred millions of Won)


Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Construction		1,568		1,568		617
B	Real Estate & Leasing		1,474		1,474		416
C	Manufacturing		1,309		1,309		137
D	Manufacturing		1,206		1,206		12
E	Manufacturing		930		930		102
F	Real Estate & Leasing		750		750		253
G	Real Estate & Leasing		734		734		437
H	Manufacturing		726		726		80
I	Construction		655		655		21
J	Construction		653		653		435
K	Real Estate & Leasing		600		600		1
L	Real Estate & Leasing		595		595		108
M	Manufacturing		586		586		223
N	Construction		505		505		410
O	Construction		499		499		329
P	Automobile Sales		469		469		14
Q	Construction		434		434		5
R	Real Estate & Leasing		430		430		132
S	Manufacturing		444		408		123
T	Construction		368		368		47
Total			14,935		14,899		3,900

*	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.

In addition, Woori Financial Holdings is currently planning to acquire a controlling stake in Kumho Investment Bank by purchasing shares of Kumho Investment Bank which remain unsubscribed following a rights offering. However, acquiring control over Kumho Investment Bank may not be possible if Woori Financial Holdings is unable to either acquire the minimum of a 30% equity ownership of Kumho Investment Bank required to become its controlling shareholder or receive the requisite approval from the Financial Services Commission to include Kumho Investment Bank as a subsidiary.

III.

Financial Information

1.	Condensed Financial Statements (Separate)

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


Items	2013 1Q			2012			2011			2010
Cash and Cash Equivalents		628,722			236,400			33,538			65,345
Loans and Receivables		261,393			209,199			239,215			155,209
Investments in Subsidiaries and Associates		17,976,325			17,976,325			17,825,203			17,383,228
Fixed Assets		329			389			515			593
Intangible Assets		31			33			29			35
Current Tax Assets		—			20,844			—			—
Deferred Tax Assets		2,448			2,444			2,158			1,128
Other Assets		665			970			2,347			3,370
Total Assets		18,869,913			18,446,604			18,103,005			17,608,908
Borrowings		—			—			—			—
Debentures		3,854,381			3,654,276			3,653,968			3,654,844
Retirement Benefit Obligation		620			137			—			—
Current Tax Liability		211,306			165,588			201,361			124,078
Other Financial Liabilities		232,174			53,448			31,796			23,889
Other Liabilities		1,858			1,479			1,659			1,926
Total Liabilities		4,300,339			3,874,928			3,888,784			3,804,737
Common Stock		4,030,077			4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			498,407			309,010			—
Capital Surplus		109,026			109,026			109,026			109,025
Other Equity		(1,694	)		(1,467	)		(14	)		(18	)
Retained Earnings		9,933,758			9,935,633			9,766,122			9,665,087
Total Equity		14,569,574			14,571,676			14,214,221			13,804,171

Items	2013 1Q			2012 1Q			2012			2011
Net Interest Income		(40,704	)		(46,538	)		(172,379	)		(214,309	)
Net Fees Income		12,105			14,430			59,439			57,852
Dividend Income		246,538			544,924			562,272			516,008
Reversal of Impairment Loss on Credit Loss		—			—			—			1
Administrative Expenses		(10,255	)		(11,259	)		(51,352	)		(49,792	)
Operating Income		207,684			501,557			397,980			309,760
Non-Operating Expense		(691	)		(131	)		(1,368	)		(6,310	)
Income Before Income Tax		206,993			501,426			396,612			303,450
Net Income		206,926			501,475			396,898			304,480
Total Comprehensive Income		206,699			501,448			396,898			304,480
Earnings Per Share (in Won)		248			616			459			375

(1)	2013 1Q amounts reflect amendments to Korean IFRS 1019 relating to employee benefits adopted by the Company (as described in the footnotes to the accompanying financial statements of the Company). Results for 2012 and 2012 1Q, as applicable, have been restated accordingly.

2.	Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2013 1Q⁽¹⁾		2012⁽¹⁾		2011		2010
Cash and Cash Equivalents		5,627,540		5,778,390		6,417,123		4,871,109
Financial Assets at Fair Value through Profit or Loss		27,222,611		27,352,216		25,600,231		22,183,761
Available-for-Sale Financial Assets		20,103,332		18,888,923		19,671,924		21,997,884
Held-to-Maturity Financial Assets		17,125,529		18,684,801		20,036,128		19,885,559
Loans and Receivables		251,246,332		250,275,551		235,159,956		216,791,805
Investments in Jointly Controlled Entities and Associates		1,077,674		1,037,930		928,233		744,844
Investment Properties		485,710		491,685		498,999		643,271
Tangible Assets		3,184,487		3,185,543		3,134,472		3,097,378
Intangible Assets and goodwill		423,839		433,407		447,891		295,136
Current Tax Assets		37,484		38,667		56,570		9,568
Deferred Tax Assets		194,903		155,439		79,980		58,705
Derivative Assets		282,072		281,069		326,840		131,511
Assets Held for Sale		87,447		83,347		56,243		87,926
Other Assets		513,524		414,846		377,059		378,861
Total Assets		327,612,484		327,101,814		312,791,649		291,177,318
Financial Liabilities at Fair Value Through Profit or Loss		11,713,738		10,985,765		9,621,546		8,838,281
Deposits		204,877,575		204,209,580		195,930,482		185,427,625
Borrowings		31,896,989		33,479,716		34,666,709		34,265,662
Debentures		29,104,577		27,959,969		29,265,833		29,110,640
Provisions		958,756		863,658		892,308		761,055
Retirement Benefit Obligations		220,708		166,296		119,704		69,949
Current Tax Liabilities		253,664		178,791		274,257		173,960
Deferred Tax Liabilities		139,712		124,946		260,431		212,534
Derivatives Liabilities		27,591		38,000		33,493		5,339
Other Financial Liabilities		24,848,917		25,583,814		19,083,709		11,648,328
Other Liabilities		529,668		508,071		569,783		399,191
Total Liabilities		304,571,895		304,098,606		290,718,255		270,912,564
Equity Ownership of Controlled Entity		18,702,607		18,666,130		17,523,998		15,701,540
Capital Stock		4,030,077		4,030,077		4,030,077		4,030,077
Hybrid Securities		498,407		498,407		309,010		—
Capital Surplus		173,874		174,044		175,768		180,105
Other Equity		147,595		112,013		586,421		1,002,019
Retained Earnings		13,852,654		13,851,589		12,422,722		10,489,339
Non-Controlling Interests		4,337,982		4,337,078		4,549,396		4,563,214
Total Equity		23,040,589		23,003,208		22,073,394		20,264,754
Total Liabilities and Equity		327,612,484		327,101,814		312,791,649		291,177,318
Number of Consolidated Subsidiaries		173		166		143		148


Items	2013 1Q⁽¹⁾			2012 1Q⁽¹⁾			2012			2011
Operating Income		343,887			991,075			2,228,571			3,085,708
Net Interest Income		1,684,885			1,870,668			7,267,103			7,264,395
Interest Income		3,413,589			3,858,182			15,019,982			15,044,846
Interest Expense		(1,728,704	)		(1,987,514	)		(7,752,879	)		(7,780,451	)
Net fees and commissions income		195,997			270,030			1,003,490			1,195,492
Fees and Commissions Income		395,885			424,245			1,667,166			1,774,434
Fees and Commissions Expense		(199,888	)		(154,215	)		(663,676	)		(578,942	)
Dividends		48,892			70,945			163,125			203,005
Gain on Financial Instruments at Fair Value through Profit or Loss		41,292			(29,262	)		(293,469	)		119,403
Gain on Available-for-Sale Financial Assets		(11,721	)		277,464			566,161			1,072,877
Gain on Held-to-Maturity Financial Assets		—			—			10			82
Impairment Losses on Credit Losses		(552,609	)		(433,567	)		(2,121,102	)		(2,268,927	)
Other Net Operating Expenses		(1,062,849	)		(1,035,203	)		(4,356,747	)		(4,500,619	)
Non-operating Income		4,084			(24,830	)		62,693			91,665
Share of Profits of Jointly Controlled Entities and Associates		9,482			18,685			68,667			16,700
Other non-operating income		(5,398	)		(43,515	)		(5,974	)		74,965
Net Income Before Income Tax Expense		347,971			966,245			2,291,264			3,177,373
Income Tax Expense		(96,944	)		(231,864	)		(493,389	)		(744,093	)
Net Income		251,027			734,381			1,797,875			2,433,280
Net Income Attributable to Owners		209,963			664,815			1,583,580			2,136,828
Net Income Attributable to the Non- Controlling Interests		41,064			69,566			214,295			296,452
Other Comprehensive Income		33,368			(164,360	)		(387,788	)		(385,374	)
Gain on Available-for-Sale Financial Assets		37,094			(132,665	)		(350,226	)		(374,877	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates		3,374			12,408			56,856			(37,602	)
Gain (loss) on Overseas Business Translation		41,275			(30,424	)		(107,509	)		24,591
Gain on Valuation of Cashflow Hedge		(11,421	)		7,092			13,091			2,514
Total Comprehensive Income		284,395			570,021			1,410,087			2,047,906
Comprehensive Income Attributed to Owners		244,465			514,710			1,177,633			1,729,658
Comprehensive Income Attributed to the Non-Controlling Interests		39,930			55,311			232,454			318,248
Earnings per Share (in Won)		251			818			1,931			2,649

(1)

2013 1Q amounts reflect amendments to Korean IFRS 1110 (scope of consolidation) and Korean IFRS 1019 (employee benefits) adopted by the Company (as described in the footnotes to the accompanying financial statements of the Company). Results for 2012 and 2012 1Q, as applicable, have been restated accordingly.

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion


	2013 1Q	2012	2011
Auditor	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC
Auditor’s Opinion	(1)	Unqualified Opinion	Unqualified Opinion

(1)

In its review 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, 2012 and March 31, 2013 and for the three months ended March 31, 2012 and 2013 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)
2013 1Q	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		454		1,620
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

(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
2013 1Q		2013.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2013.07~2014.04 2013.07~2013.08 2013.02~2014.04		1,405 36		—
2012		2012.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2012.07~2013.04 2012.07~2012.08 2013.02~2013.03		1,358 35		—
2011		2011.06.27 2011.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2011.07~2012.04 2011.07~2011.08 2012.02~2012.03		1,266 35		—

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 Young-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 March 31, 2013		(units: thousands of shares, millions of Won, %)


Name	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
Woori Bank		765,957		100.0		13,621,824		—		—		—		765,957		100.0		13,621,824		247,248,351		1,447,904
Kwangju Bank		49,413		100.0		976,291		—		—		—		49,413		100.0		976,291		18,616,830		136,359
Kyongnam Bank		58,050		100.0		1,443,662		—		—		—		58,050		100.0		1,443,662		28,901,504		178,420
Woori FIS		4,900		100.0		35,013		—		—		—		4,900		100.0		35,013		334,878		-4,458
Woori F&I		14,000		100.0		206,563		—		—		—		14,000		100.0		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		100.0		67,456		—		—		—		6,662		100.0		67,456		77,665		798
Woori Private Equity		6,000		100.0		34,246		—		—		—		6,000		100.0		34,246		1,559,318		2,879
Woori Financial		11,181		52.0		238,575		—		—		—		11,181		52.0		238,575		3,537,592		53,073
Woori Aviva Life Insurance		7,601		51.6		102,946		—		—		—		7,601		51.6		102,946		3,361,259		5,224
Woori FG Savings Bank		10,320		100.0		210,000		—		—		—		10,320		100.0		210,000		649,412		141
Woori Finance Research Institute		600		100.0		3,000		—		—		—		600		100.0		3,000		—		—
Total		1,010,110		—		17,976,325		—		—		—		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.	Net income amounts for Woori Investment & Securities, Woori Asset Management, Woori Aviva Life Insuranceare for the fiscal year ended March 31, 2012.

VI.

Stock Information

1.	Stock Distribution

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

As of March 31, 2013

(units: shares, %)


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

Largest Shareholder: KDIC

b.	Share Ownership of More Than 5%

As of March 31, 2013

(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

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

a.	Domestic Stock Market

(units: Won, shares)


Period		October 2012		November 2012		December 2012		January 2013		February 2013		March 2013
	High		10,950		10,650		10,950		12,950		13,150		13,050
Common Stock	Low		10,300		9,740		10,300		11,350		12,100		11,800
	Average		10,598		10,147		10,598		12,175		12,600		12,563
Monthly Trade Volume	High		2,581,387		2,800,195		2,581,387		3,722,653		2,361,402		3,093,756
	Low		1,029,035		760,605		1,029,035		911,343		714,832		832,293
	Average		30,260,650		31,285,526		30,260,650		45,402,363		26,204,858		31,086,766

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		October 2012		November 2012		December 2012		January 2013		February 2013		March 2013
ADR	High		29.89		29.49		29.89		35.90		36.12		36.31
	Low		27.98		27.05		27.98		32.37		33.47		31.64
	Average		28.86		28.12		28.86		34.30		34.82		34.34
Won Con-version	High		33,435		32,194		33,435		38,478		39,205		39,411
	Low		30,921		29,384		30,921		34,345		36,442		35,358
	Average		31,942		30,580		31,942		36,536		37,838		37,845
Monthly Trade Volume	High		65,300		19,600		65,300		34,300		16,200		18,200
	Low		2,400		2,700		2,400		3,000		3,000		1,600
	Monthly Total		231,100		181,700		231,100		220,900		123,700		156,200

VII.

Directors and Employee Information

1.	Directors

As of March 31, 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⁽¹⁾		—	September 12, 2013
Executive Vice President	Non-Registered	Byoung Yoon Jeon		—	September 26, 2013
Executive Vice President	Non-Registered	Joon Ho Kim⁽²⁾		—	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

⁽¹⁾	Resigned as of March 31, 2013.

⁽²⁾	As of April 4, 2013.

2.	Employee Status

As of March 31, 2013

(units: persons, thousands of Won)

Staff

Average

Tenure

Cumulative
Compensation

Average
Compensation
Per Person

Note

Regular

Contract

Others

Total

Years

Total

131

139

3 years and

11 months

4,711

33.8

*	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		150		1		150	Excluding non-standing directors and audit committee members
Non-standing Directors		26		2		13	Excluding audit committee members
Audit Committee Members		58		5		11.6	No compensation was provided to one of the members of the Audit Committee

*	Cumulative basis from January 1 to March 31, 2013

*	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 W4,000 million.

*	For the Standing Director, the base performance-based compensation(40% of the total performance-based compensation) for 2012 and the deferred performance-based compensation (60% of the total performance-based compensation) for 2010 is expected to be paid in May 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

Date

Maturity

Rate

Changes

Beg.

End

Woori Financial

Subsidiary

Other Loan

2008.12.26

2013.10.19

4.45

1,000

—

1,000

Total

1,000

—

1,000

Payment Transactions

(unit: shares)


	Relation	Capital Contribution and Share Disposal
Name		Types of Shares	Transactions								Notes
		Types of Shares	Beginning		Increase		Decrease		Ending		Notes
Woori Bank	Subsidiary	Common stock		695,956,580		—		—		695,956,580
		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		4,900,000				—		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		11,180,630				—		11,180,630
Woori Aviva Life Insurance	Subsidiary	Common Stock		7,601,091		—		—		7,601,091
Woori FG Savings Bank	Subsidiary	Common Stock		10,320,000				—		10,320,000
Woori Finance Research Institute	Subsidiary	Common Stock		600,000				—		600,000
Total				1,010,110,403		—		—		1,010,110,403		—

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: May 15, 2013	By:	/s/ Woo Seok Seong
	(Signature)
	Name:	Woo Seok Seong
	Title:	Managing Director