Securities issuance report

What happened

Securities Issuance Report (Comprehensive Share Exchange/Transfer) 6.0 Woori Financial Group Co., Ltd. Securities Issuance Report (Comprehensive Share Exchange) To the Governor of the Financial Supervisory Service August 11, 2026 Company name: Woori Financial Group Co., Ltd. CEO: Im Jong-ryong Head office address: 51 Sogong-ro, Jung-gu, Seoul (Tel) 02-2125-2000 (Website) http://www.woorifg.com Preparer: (Title) Deputy General Manager (Name) Park So-young (Tel) 02-2125-2044

I. Schedule This comprehensive share exchange proceeds under Article 165-4 of the Financial Investment Services and Capital Markets Act, Article 176-6 of its Enforcement Decree, and Articles 360-2 through 360-14 of the Commercial Act.

Board resolution date: April 24, 2026 Contract date: April 29, 2026 Shareholder record date for the shareholders' meeting: May 6, 2026 Shareholders' meeting for approval: July 24, 2026 Appraisal-rights exercise period and price: start July 24, 2026; end August 3, 2026 (appraisal price proposed by Dongyang Life Insurance Co., Ltd.: KRW 9,356 per common share)

Woori Financial Group schedule: shareholder record-date notice April 24, 2026; share exchange agreement April 29, 2026; record date for rights holders May 6, 2026; small-scale share exchange notice May 6, 2026; period for receiving objections to the small-scale share exchange May 6-13, 2026; board resolution in lieu of shareholders' meeting approving the share exchange July 24, 2026; share exchange date August 11, 2026; expected share-certificate delivery date August 31, 2026; expected listing date of new shares August 31, 2026

Dongyang Life Insurance Co., Ltd. schedule: shareholder record-date notice April 24, 2026; share exchange agreement April 29, 2026; record date for rights holders May 6, 2026; period for receiving dissent notices April 24 - July 23, 2026; shareholders'-meeting notice mailing July 16, 2026; shareholders' meeting approving the share exchange July 24, 2026; appraisal-rights exercise period July 24 - August 3, 2026; notice/announcement of share-certificate invalidation August 4, 2026; trading suspension period August 7-28, 2026; appraisal-rights payment date August 7, 2026; share exchange date August 11, 2026; expected delisting date August 31, 2026

II. Changes in major-shareholder ownership (a) Before and after the share exchange Before the exchange: Woori Financial Group's largest shareholder - the Woori Financial Group employee stock ownership association etc., holding 53,911,278 shares (7.40%); Dongyang Life Insurance's largest shareholder - Woori Financial Group, holding 121,565,627 shares (77.90%) After the exchange: Woori Financial Group's largest shareholder - the employee stock ownership association etc., holding 53,911,278 shares (7.32%); Dongyang Life Insurance's largest shareholder - Woori Financial Group, holding 156,062,581 shares (100%) Note 1: Woori Financial Group and Dongyang Life Insurance shares before and after the exchange are all registered common shares. Note 2: Dongyang Life Insurance's total shares issued excludes the 5,296,004 common treasury shares cancelled before the share-exchange date. Note 3: The above ownership ratios assume Woori Financial Group's largest shareholder and related parties hold no Dongyang Life Insurance shares; actual post-exchange ratios may vary with actual holdings.

(b) Plan for transfer of the largest shareholder's stake after the exchange: As of this filing date, no transfer plan is set; however, individual members of the Woori Financial Group employee stock ownership association, the new largest shareholder, may freely sell their Woori Financial Group shares at their own discretion.

(c) Restrictions on and basis for the largest shareholder's sale of shares after the exchange: Not applicable.

III. Exercise of appraisal rights 1. Expected appraisal purchase price (a) Woori Financial Group common shares: Under Article 360-10 of the Commercial Act, since this follows the small-scale share exchange procedure, Woori Financial Group shareholders are not granted appraisal rights. (b) Dongyang Life Insurance common shares - price proposed by the company for negotiation: KRW 9,356 Basis: 10% above the purchase price calculated under Article 62-2(3)(1) of the Financial Holding Companies Act, Article 33-2(1) of its Enforcement Decree, and Article 165-5 of the Financial Investment Services and Capital Markets Act and Article 176-7(3)(1) of its Enforcement Decree Treatment if agreement is not reached: (1) Under Article 62-2(4) of the Financial Holding Companies Act, if the company or shareholders holding 30% or more of the shares for which appraisal is sought object to the company's proposed price, the company or those shareholders may apply to the Financial Services Commission for a price adjustment no later than 10 days before the payment deadline. (2) Under Articles 360-5(3), 374-2(4) and (5) of the Commercial Act and Article 165-5(3) of the Financial Investment Services and Capital Markets Act, the company or the requesting shareholders may petition a court to determine the purchase price; note that the court's interpretation of Article 62-2(3) of the Financial Holding Companies Act regarding this right may differ. Note: Any price-adjustment application to the Financial Services Commission or price-determination petition to a court by dissenting shareholders does not affect the progress of the share exchange itself, and any resulting adjusted or determined price applies only as between the company and the shareholder who sought it.

(1) Basis for calculating the reference purchase price (base date: April 23, 2026) 1-month volume-weighted average price (Feb 24, 2026 - Apr 23, 2026): KRW 8,176 1-week volume-weighted average price (Apr 16-23, 2026): KRW 8,685 [sic, see note below] Most recent-week volume-weighted average price (Apr 16-23, 2026): KRW 8,656 Reference purchase price [(1)+(2)+(3))/3]: KRW 8,505 Note: the source figures for the 2-month, 1-month, and 1-week volume-weighted averages are KRW 8,176, KRW 8,685, and KRW 8,656 respectively (see table below), averaging to KRW 8,505 (as stated in the filing).

Daily closing price and volume used in the reference-price calculation (base date April 23, 2026, looking back 2 months): 2026-03-26: close 8,670; volume 245,764; close x volume 2,130,773,880 2026-03-27: close 9,000; volume 448,449; close x volume 4,036,041,000 2026-03-30: close 8,770; volume 311,278; close x volume 2,729,908,060 2026-03-31: close 8,650; volume 311,134; close x volume 2,691,309,100 2026-04-01: close 8,710; volume 410,547; close x volume 3,575,864,370 2026-04-02: close 8,260; volume 370,833; close x volume 3,063,080,580 2026-04-03: close 8,460; volume 231,686; close x volume 1,960,063,560 2026-04-06: close 8,620; volume 306,902; close x volume 2,645,495,240 2026-04-07: close 8,250; volume 204,958; close x volume 1,690,903,500 2026-04-08: close 8,680; volume 284,195; close x volume 2,466,812,600 2026-04-09: close 8,630; volume 171,304; close x volume 1,478,353,520 2026-04-10: close 8,860; volume 188,160; close x volume 1,667,097,600 2026-04-13: close 8,750; volume 179,165; close x volume 1,567,693,750 2026-04-14: close 8,820; volume 218,748; close x volume 1,929,357,360 2026-04-15: close 8,690; volume 360,587; close x volume 3,133,501,030 2026-04-16: close 8,620; volume 368,275; close x volume 3,174,530,500 2026-04-17: close 8,470; volume 324,748; close x volume 2,750,615,560 2026-04-20: close 8,450; volume 298,152; close x volume 2,519,384,400 2026-04-21: close 8,500; volume 99,603; close x volume 846,625,500 2026-04-22: close 8,840; volume 480,414; close x volume 4,246,859,760 2026-04-23: close 8,820; volume 294,795; close x volume 2,600,091,900 A. 2-month volume-weighted average close: 8,176 B. 1-month volume-weighted average close: 8,685 C. 1-week volume-weighted average close: 8,656 D. Simple average [(A+B+C)/3]: 8,505

(2) Basis for the appraisal-rights exercise price In setting the proposed appraisal purchase price for dissenting general shareholders, Dongyang Life Insurance comprehensively considered the price calculated under capital-markets law, the need to protect general shareholders, dissenting shareholders' option to cash out, the likelihood of deal completion, the effect on the company's financial soundness and K-ICS capital adequacy, the cap on total appraisal-rights payments under the share exchange agreement, and equity between shareholders who participate in the exchange and dissenting shareholders who exercise appraisal rights.

The statutory reference price, calculated as the simple average of the 2-month, 1-month, and 1-week volume-weighted average prices as of April 23, 2026 (the day before the board resolution), was KRW 8,505, and this was originally proposed as the company's negotiation price. However, because the exchange results in delisting of Dongyang Life Insurance shares and appraisal rights are an important cash-exit mechanism for dissenting general shareholders, following a request from the Financial Supervisory Service to amend its filing, Dongyang Life Insurance further reviewed whether the proposed price needed to be supplemented as a general-shareholder protection measure. Concerns were raised at a second shareholder town hall and in shareholder feedback about the gap between the price previously paid to acquire the controlling stake, the exchange price, and the appraisal price, the fairness of the exchange-ratio calculation, and ensuring dissenting shareholders' cash-exit option.

Dongyang Life Insurance's special committee reviewed whether to raise the proposed appraisal price at its 5th meeting on July 1, 2026. The committee confirmed that the existing proposed price of KRW 8,505 was lawfully calculated under capital-markets rules, while also confirming that the appraisal price is, in principle, set by negotiation between the company and shareholders, and that a company may lawfully propose a negotiation price higher than the statutory calculated price under Article 165-5(3) of the Financial Investment Services and Capital Markets Act. The committee compared four options: (1) keeping the statutory price of KRW 8,505; (2) raising it to KRW 8,720, the level of the exchange price for Dongyang Life Insurance; (3) raising the existing KRW 8,505 price by 10% to KRW 9,356; and (4) raising it to KRW 10,562, the level previously paid to acquire the controlling stake.

The committee found that keeping KRW 8,505 offered legal certainty but inadequately protected general shareholders and shareholder acceptance given the delisting and the importance of appraisal rights as a cash-exit tool; that raising to KRW 8,720 offered only a limited increase; and that raising to the KRW 10,562 control-premium level could improve shareholder acceptance but reflected elements specific to that earlier transaction (control premium, timing, deal terms, due-diligence results and negotiation outcomes) not appropriate as a benchmark for appraisal rights in this exchange, and could also raise concerns about unequal treatment versus shareholders receiving Woori Financial Group shares, as well as a greater cash-outflow and K-ICS burden and risk of exceeding the appraisal-payment cap under the share exchange agreement if appraisal exercise is large. By comparison, the committee found that raising the price by 10% to KRW 9,356 was a supplement grounded in the statutory price, without altering the exchange ratio or exchange price itself, and so was the most balanced option between general-shareholder protection and deal stability; it also reflected the policy rationale behind the permitted +/-10% discount/premium range used in calculating exchange prices under capital-markets rules, giving an objective basis for the size of the increase that would be relatively easy to explain to shareholders.

Dongyang Life Insurance also considered the opinion of its outside legal counsel. Bae, Kim & Lee LLC advised that, balancing protection of minority shareholders, deal stability, and financial-consumer protection, it was appropriate to apply KRW 9,356 - a 10% increase over the statutorily calculated KRW 8,505 - as the proposed appraisal purchase price for dissenting shareholders in this exchange. Based on that legal opinion, Dongyang Life Insurance's special committee and board concluded that the 10% increase could be explained as a reasonable adjustment to the company's negotiation price for dissenting shareholders, rather than as a repudiation of the statutory price or a change to the exchange ratio.

Dongyang Life Insurance also reviewed the sensitivity and financial impact of appraisal-rights exercise. As of June 30, 2026, Dongyang Life Insurance's share price was KRW 7,030, below the then-proposed appraisal price of KRW 8,505, indicating a high likelihood of appraisal exercise. At KRW 8,505, full (100%) exercise was estimated at roughly KRW 293.4 billion; at the 10%-higher price of KRW 9,356, the estimated exercise amount rises to roughly KRW 322.7 billion, an additional burden of roughly KRW 29.3 billion versus the original price. The impact of appraisal-rights exercise on profit or loss is limited, although the exercise volume could affect the company's liquidity and K-ICS capital-adequacy ratio to some degree; the share exchange agreement also caps the total appraisal-rights payment amount, so an excessive increase in the proposed price raises the risk of exceeding that cap for a given number of shares exercised. Taking these considerations into account, Dongyang Life Insurance determined that the size of any price increase should balance general-shareholder protection, likelihood of deal completion, the company's financial soundness, and financial-consumer protection.

Based on this review, Dongyang Life Insurance's special committee concluded that raising the proposed appraisal price by 10%, from KRW 8,505 to KRW 9,356, was a reasonable supplementary measure balancing general-shareholder protection and deal stability. Accordingly, on July 2, 2026, Dongyang Life Insurance's board, having received the special committee's 5th-meeting review, resolved to raise the proposed appraisal purchase price for dissenting shareholders in this exchange from KRW 8,505 to KRW 9,356 per share (a 10% premium). This increase does not change the exchange ratio, Dongyang Life Insurance's exchange price, or the scale of Woori Financial Group's new-share issuance; it supplements the negotiation price the company offers shareholders who dissent and exercise appraisal rights.

2. Appraisal-rights exercise results (a) Woori Financial Group common shares: Under Article 360-10 of the Commercial Act, since this follows the small-scale share exchange procedure, Woori Financial Group shareholders are not granted appraisal rights. (b) Dongyang Life Insurance common shares Appraisal purchase price: KRW 9,356; exercise period: 2026.07.24 - 2026.08.03; shares for which appraisal was sought: 21,865,634; total appraisal payment: KRW 204,574,871,704; payment date: 2026.08.07; source of purchase funds: own funds Note 1: 2,043 Dongyang Life Insurance shareholders exercised appraisal rights, for 21,865,634 shares at KRW 9,356 per share. Of these, 4 shareholders (38,548 shares) requested a price adjustment; the company will negotiate the purchase price with them, and payment for those shares is included in the total appraisal payment above. Note 2: For the 4 shareholders (38,548 shares) who requested a price adjustment, Woori Financial Group shares will be issued first, with the final cash payment made once the price is settled by agreement or court determination; the Woori Financial Group shares those shareholders receive via the exchange will be subject to a trading restriction in the meantime. As of this report, no such shareholder has petitioned a court for a price determination.

3. Disposal method for treasury shares acquired through appraisal rights (a) Woori Financial Group: Not applicable. (b) Dongyang Life Insurance: The 21,865,634 treasury shares Dongyang Life Insurance acquires from dissenting shareholders' appraisal rights will be allotted Woori Financial Group new shares as exchange consideration, and will be disposed of within 3 years of acquisition under Article 342-2 of the Commercial Act and Article 62-2(1) of the Financial Holding Companies Act.

IV. Creditor protection: No separate creditor-protection procedure applies to this comprehensive share exchange.

V. Related litigation: As of the exchange date, no lawsuit has been filed against Woori Financial Group or Dongyang Life Insurance that could affect the validity of this comprehensive share exchange.

VI. New-share allotment 1. Allotment details (a) As of the share exchange date (August 11, 2026), shareholders of record of Dongyang Life Insurance other than Woori Financial Group (including Dongyang Life Insurance itself, as to the treasury shares it acquires from dissenting shareholders' appraisal-rights exercise; together, the "exchange-eligible shareholders") will have their Dongyang Life Insurance shares transferred to Woori Financial Group on the exchange date. As consideration, Woori Financial Group will issue 8,696,875 new common shares (par value KRW 5,000) to the exchange-eligible shareholders at a ratio of 0.2521056 Woori Financial Group common shares (par value KRW 5,000) per Dongyang Life Insurance common share (par value KRW 5,000). Woori Financial Group does not plan to deliver treasury shares to the exchange-eligible shareholders. (b) Fractional shares: where the exchange ratio results in a fraction of less than one new share, Woori Financial Group will pay the shareholder entitled to it a cash amount calculated using the closing price of the new shares on their listing date, within one month of the exchange date. (c) New-share listing: the expected listing date for the new Woori Financial Group common shares is August 31, 2026, subject to change depending on consultation with and approval of relevant authorities.

2. Payment of cash consideration: Other than the fractional-share cash payment above, Woori Financial Group will make no other cash payment to exchange-eligible shareholders in connection with this share exchange.

3. Compensation to specific shareholders: Neither party nor its related parties will make any direct or indirect special payment to specific shareholders of the other party in connection with this share exchange.

VII. Summary financial information before and after the merger/exchange [Woori Financial Group Co., Ltd.] (KRW million) Item; Before exchange; After exchange; Change Cash and cash equivalents: 1,485,933; 1,388,973; -96,960 Financial assets at fair value through other comprehensive income: 551,861; 551,861; - Loans and other financial assets at amortized cost: 867,389; 867,389; - Investments in subsidiaries: 25,599,124; 25,899,940; 300,816 Tangible assets: 3,861; 3,861; - Intangible assets: 3,086; 3,086; - Net defined-benefit assets: 440; 440; - Current income tax assets: 34,247; 34,247; - Deferred income tax assets: 6,743; 6,743; - Other assets: 430; 430; - Total assets: 28,553,114; 28,756,970; 203,856 Debentures issued: 2,717,637; 2,717,637; - Provisions: 1,559; 1,559; - Current income tax liabilities: 708,717; 708,717; - Other financial liabilities: 681,374; 681,374; - Other liabilities: 3,563; 3,563; - Total liabilities: 4,112,850; 4,112,850; - Capital stock: 3,802,676; 3,846,160; 43,484 Hybrid securities: 3,710,228; 3,710,228; - Capital surplus: 8,120,236; 8,377,568; 257,332 Other capital items: -103,329; -289; 103,040 Retained earnings: 8,910,453; 8,710,453; -200,000 Total equity: 24,440,264; 24,644,120; 203,856 Note 1: "Before exchange" figures are from the separate statement of financial position as of end-Q1 2026. Note 2: "After exchange" figures reflect only (1) the increase in Woori Financial Group's stake in Dongyang Life Insurance from the exchange, and (2) new treasury-share acquisitions under a trust contract (2026.02.28-06.10) plus retirement of existing treasury shares (5,986,638 Woori Financial Group common shares); items not currently predictable are not reflected. Note 3: The fair value per new share issued (at the exchange date) is assumed to be the share price used to calculate the exchange ratio (KRW 34,589). Note 4: This is a simplified presentation and may differ from the actual post-exchange statement of financial position prepared under applicable accounting standards.

[Dongyang Life Insurance Co., Ltd.] (KRW million) Item; Before exchange; After exchange; Change Cash and cash equivalents: 355,450; 150,875; -204,575 Financial assets at fair value through profit or loss: 5,177,276; 5,177,276; - Financial assets at fair value through other comprehensive income: 22,414,696; 22,414,696; - Financial assets at amortized cost: 5,387,697; 5,387,697; - Hedging derivative assets: 1,423; 1,423; - Tangible assets: 85,300; 85,300; - Investment property: 310,586; 310,586; - Intangible assets: 25,877; 25,877; - Net defined-benefit assets: -; -; - Current income tax assets: 148,518; 148,518; - Deferred income tax assets: 123,681; 123,681; - Other assets: 13,558; 13,558; - Reinsurance contract assets: 417,348; 417,348; - Total assets: 34,461,410; 34,256,835; -204,575 Insurance contract liabilities: 26,584,371; 26,584,371; - Reinsurance contract liabilities: 8,874; 8,874; - Investment contract liabilities: 3,649,785; 3,649,785; - Financial liabilities at fair value through profit or loss: 18,162; 18,162; - Bonds payable: 1,249,534; 1,249,534; - Other financial liabilities: 97,396; 97,396; - Hedging derivative liabilities: 980,825; 980,825; - Provisions: 38,729; 38,729; - Net defined-benefit liabilities: 1,112; 1,112; - Other liabilities: 6,315; 6,315; - Total liabilities: 32,635,103; 32,635,103; - Capital stock: 806,793; 806,793; - Capital surplus: 463,680; 463,680; - Capital adjustments: -116,906; -262,930; -146,024 Accumulated other comprehensive income: -958,677; -958,677; - Retained earnings: 1,631,417; 1,572,866; -58,551 Total equity: 1,826,307; 1,621,732; -204,575 Note 1: "Before exchange" figures are from the separate statement of financial position as of end-Q1 2026. Note 2: "After exchange" figures reflect only (1) KRW 204,575 million for treasury shares (21,865,634 Dongyang Life Insurance common shares) acquired via dissenting shareholders' appraisal rights, and (2) retirement, charged against retained earnings, of the KRW 58,551 million book value of previously held treasury shares (5,296,004 common shares); items not currently predictable are not reflected. Note 3: Unlike a merger, a comprehensive share exchange leaves the target company in existence after the exchange rather than dissolving it. Note 4: This is a simplified presentation and may differ from the actual post-exchange statement of financial position prepared under applicable accounting standards.