Securities Act Rule 801 (Rights Offering)

Securities Act Rule 802 (Exchange Offer)

Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)

Exchange Act Rule 14d-1(c) (Third Party Tender Offer)

Exchange Act Rule 14e-2(d) (Subject Company Response)

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)

/s/ Ki Myung Nam

Ki-Myung Nam / Executive Vice President

Woori Bank

September 25, 2014

51, Sogong-ro, Jung-gu, Seoul 100-792, Korea

(Telephone) 822-2002-3000

(Website) http://www.wooribank.com

Sung-Wook Lee, General Manager

(Telephone) 822-2002-3200

Surviving Entity: Woori Bank (the “Bank”)

(1)    The banking industry is a core industry and a major regulated industry in Korea. Its profitability is greatly influenced by factors in the legal and policy environment, such as changes in the regulatory environment of the government or financial supervisory authorities. Regulations of the government and financial supervisory authorities may adversely impact the profitability of banks due to factors such as the implementation of Basel III and its regulation of liquidity ratios, the need to structure assets and funding to comply with restrictions on the loan to deposit ratio, potential limited growth in household loans in the banking sector caused by comprehensive measures for the soft landing of household debt and the increased supply of low interest mortgages, and the risk of poor profit margins from competition in mixed interest rate (fixed interest rate + variable interest rate) mortgage loans that are aimed at achieving the target portfolio share of fixed interest rate mortgage loans. Therefore, investors should carefully consider the regulations of the government and financial supervisory authorities.

(2)    After 2009, a number of factors including the adoption of conservative asset management strategies by customers and regulation of the loan to deposit ratio by the financial supervisory authorities led to changes in the share of deposits and marketable funds that constitute the funding sources of domestic commercial banks. The share of deposits increased from 47.37% to 63.68%, and the share of marketable funds decreased from 30.05% to 15.91%, from the end of 2009 to the first quarter of 2014. Dissatisfaction with the low interest rates of time deposits due to the continuing low interest rate environment and the lack of alternative investment opportunities have resulted in the concentration of funds into short term financial products, leading to “short term concentration.” If the preference for risky assets increases due to the future recovery of the equity and real estate markets, the exit rate from such concentrated short term funds may increase. In such case, it would be necessary to increase mid to long term capital procurement to address higher liquidity risks. Investors should be fully aware of the changing funding strategies of banks based on such changes in the economy, as well as the resulting risk in the fluctuation of funding costs.

(3)    The rate of increase of corporate and household loans has declined due to the recession in the real estate market which is a factor in the instability of the profitability and fund management plans of banks. Credit risk relating to the housing construction industry and the risk of decrease in the collateral value of mortgages are potential risks that threaten the asset quality of banks. Accordingly investors should be aware of changes in loan volume caused by the market conditions of the construction and real estate industries as well as asset quality depending on such loans.

(4)    The net interest margin (“NIM”) of commercial banks improved slightly after the global financial crisis of 2008 from 2.15% in 2009 to 2.42% in 2011. However, influenced by the decrease in the base rate and other factors, the NIM decreased again to as low as 1.86% in the first quarter of 2014. The momentum for profit growth through the interest rate spread between deposits and loans is expected to slow and banks must search for new methods to generate profits through diversification of their business in an environment where low growth and low interest rate trends persist. If such business diversification efforts are not successful, banks may find it difficult to improve their profitability.

(5)     The banking industry is sensitive to macroeconomic trends such as private consumption and corporate business trends and is susceptible to changes in the domestic and foreign economies. The current business environment for domestic banks is not favorable due to weakened demand for funds and continuation of low interest rates. Delay in improvement of economic conditions overseas and deterioration of domestic macroeconomic conditions have generally led to weakened growth and asset quality. Since the second half of last year, the real economy of major countries such as the U.S. and China showed some signs of improvement and there are indications that the strong preference for low risk assets in the financial markets may weaken. As market interest rates may change according to domestic and foreign economic conditions the profitability of banks may decrease unless such changes are appropriately managed.

(6)     Due to structural issues in the domestic banking industry, competition among banks and with other financial industries may increase. Investors should note the possibility of industry wide changes and increased competition for expansion in size through privatization and M&A.

Non-surviving Entity: Woori Finance Holdings Co., Ltd. (the “Company”)

(1)     After consummation of the Merger, the Company, the non-surviving entity, will cease to exist and will no longer operate as a financial holding company within the meaning of the Financial Holding Companies Act. As such, this Securities Registration Statement does not discuss risks specifically relating to the business of the Company. Following the consummation of the Merger, however, the dissolution of the financial holding company which existed for the management of its subsidiaries, may adversely affect managerial efficiency and expertise with respect to the subsidiaries.

(2)     The results of operations of a financial holding company are directly impacted by the results of operations of its subsidiaries. As such it is essential that investors understand the businesses of the Company’s subsidiaries in order to understand the competitive landscape and results of operations of the Company itself. Today’s financial industry is driven by intense competition and pressure for restructuring to achieve economies of scale and any deterioration in competitiveness at the subsidiary level may adversely affect the competitiveness and results of operations of the holding company. Accordingly investors are encouraged to consider the business of each subsidiary of the Company that will become a consolidated subsidiary of the Bank upon consummation of the Merger.

(3)     Domestic credit card issuers recorded a total net income of KRW 1.7 trillion in 2013, an increase of KRW 0.4 trillion, or 30.02%, compared to 2012, due primarily to a decrease in bad debt expenses in respect of credit card balances and decrease in funding costs as a result of low interest rates. It is expected, however, that the profitability of credit card issuers will be adversely affected by increased usage of debit cards, regulatory pressures to lower merchant fees and increases in bad debt expenses. In particular, profitability will likely decrease throughout 2014 due to incidents of security breaches that caused inappropriate disclosure of sensitive customer information as well as the business suspension of certain credit card issuers. Investors should be aware of such risks.

(4)     Over the past several years, credit card assets have increased by KRW 30.7 trillion, or 87.01%, from KRW 35.3 trillion as of December 31, 2010 to KRW 66.0 trillion as of March 31, 2014, due primarily to a continued increase in card loans. To increase sources of income, credit card issuers have actively engaged in extending card loans, thereby taking increased credit risks. Since the end of 2010, domestic credit card issuers have maintained delinquency ratios as set by the Financial Supervisory Service (the “FSS”) (i.e., overdue by one month or more) within the range of 1.5~1.7% and NPL Ratios within the range of 1.2~1.4%, according to the FSS. However, an interest rate hike in the future may adversely affect the asset quality of credit card issuers that have extended a large amount of credit to debt ridden households and high risk borrowers. In addition, an economic slowdown in the future may cause an increase in delinquency ratios and bad debt expenses, resulting in further deterioration in the asset quality of credit card issuers. Investors should be aware of such issues.

(5)    The merchant banking business has been slow since the 1997 foreign exchange crisis, and operating results have not recovered since. The current administration’s policy seems to favor the integration of merchant banking into the securities business instead of actively supporting merchant banking as a standalone business, and therefore, significant increase in merchant banking activities seems unlikely. Investors should be aware of such issues.

(6)    Merchant banks have experienced decreases in deposits and loans due to intense competition with other financial institutions such as commercial banks and securities firms. For example, deposits relating to bills issued decreased by KRW 206 billion, from KRW 603 billion to KRW 397 billion as of March 31, 2013 and 2014, respectively. During the same period, deposits relating to cash management accounts also decreased by KRW 7 billion to KRW 338 billion. Similarly, bills discounted decreased from KRW 409 billion to KRW 65 billion between March 31, 2010 and March 31, 2014. As the only financial institution in Korea that is exclusively engaged in merchant banking, Woori Investment Bank has experienced deterioration in its business environment as its accumulated deficit since 2010 has resulted in an impairment of capital, which has in turn reduced its shareholders’ equity and restricted its operating boundaries. In order to overcome such difficulties, Woori Investment Bank increased its capital by KRW 69.8 billion through the issuance of new shares in June 2014 and is seeking to generate income from new businesses such as investing in non-performing loans and lease financing.

(7)    Advances in information technology have led to an emphasis on data privacy. Amid growing concerns for the protection of personal data, several recent incidents of security breaches at certain financial institutions that caused inappropriate exposure of sensitive customer information have prompted financial institutions to strengthen data security measures based on internal control procedures. The Company and its subsidiaries, including the Bank, have stepped up their internal control processes with respect to access to customer records as well as security measures for data protection, all in an effort to protect customer data. In the event personal data is compromised, however, the Company and its subsidiaries may be exposed to class action suits that may result in significant liability, increased operational expenses and/or reputational risk, as well as regulatory action or other sanctions, all of which may have a material adverse effect on their businesses, results of operations and financial condition.

Surviving Entity: Woori Bank

(1)    After 2011, NIM declined due to the decrease in the base rate and intense competition in interest rates within the household loan sector. This downward trend continued throughout the first half of 2014 (2011 2.46% g first half (“1H”) 2014 1.60%). Due to slow economic growth and continuing low interest rates, the momentum for profit growth through the interest rate spread between deposits and loans is expected to slow, and NIM is not expected to significantly improve. Investors should be aware of such risks.

(2)    The Bank’s funding is highly dependent on deposits (70.15% of total funding amount as of 1H 2014), and funding costs are decreasing due to continuation of low interest rates. The Bank’s funding structure continues to be dominated by deposits. The Bank’s proportion of deposits to total funding (68.37% in 2013) exceeded the average for commercial banks (62.95% in 2013). Stability in funding may weaken if preference for risky assets increases due to recovery of the global economy, lowered thresholds of taxation on financial income (KRW 40 milliongKRW 20 million) and recovery in the securities market. Investors must be aware of such risks relating to the stability of the Bank’s funding.

(3)    The Bank’s proportion of corporate loans (48.1% for 1H 2014) is higher than that of household loans (31.0% for 1H 2014). The proportion of corporate loans is decreasing (from 52.0% in 2010 to 48.1% for 1H 2014), however, due to corporate distress and decline in credit ratings. The Bank’s asset quality is heavily dependent on the real estate market as 40.7% of all loans are real estate mortgage loans, 91.3% of all security is real estate, and 26% of corporate loans are in the real estate, rental and construction industries. Although the real estate market has shown signs of recovery since early 2014, recovery is not certain, and investors should continue to be cautious of a potential decline in the Bank’s asset quality due to fluctuations in the real estate market. The Bank’s NPL Ratio increased rapidly to 2.99% in 2013 due to the increase in non-performing loans to large corporations, which were mainly concentrated in the construction and shipbuilding industries. Although the ratio improved slightly to 2.70% during the first quarter of 2014 and 2.51% for the first half of 2014, it is still higher than the average for commercial banks (1.69%). Accordingly, the ratio of provisions for credit losses as of the first quarter of 2014 was 84.05% (88.26% for 1H 2014), lower than the average for commercial banks (113.43%). Despite actively managing its asset quality by preemptively establishing reserves and selling off non-performing loans, the Bank’s asset quality must continue to be monitored in light of the depressed domestic economy and real estate market, excessive household loans relative to household income and the weak financial conditions of SMEs. Investors should be aware of such issues.

(4)    The Bank complies with the capital adequacy standards set forth by the financial supervisory authorities (minimum 4.5% Tier 1 common equity ratio, 6% Tier 1 capital ratio and 8% total capital ratio). The Bank has increased capital surplus and preemptively issued subordinated bonds and hybrid bonds in response to such standards despite the global financial crisis and economic recession, and the Bank’s capital adequacy has improved with the BIS capital adequacy ratio and Tier 1 capital ratio increasing to 15.5% and 12.7% respectively as of the end of 2013 when Basel III was implemented, compared to 14.7% and 11.4% respectively as of the end of 2012. In addition, as of the end of March 2014, the Bank’s BIS capital adequacy ratio of 15.4% and Tier 1 capital ratio of 12.8% were consistent with the averages for commercial banks (BIS capital adequacy ratio of 15.2% and Tier 1 capital ratio of 12.8%). However, investors should be aware that the Bank’s capital adequacy may decline in the future due to its lower asset quality relative to other banks.

(5)    The KDIC is proceeding with the privatization of the Company and its subsidiaries to facilitate the Korean government’s objective of privatizing government invested financial institutions. The Financial Services Commission (the “FSC”) announced the Privatization Plan on June 26, 2013 through a press release, and the sales of the regional banking subsidiaries and Woori Investment & Securities and other subsidiaries is complete. Currently, the Merger between the Bank and the Company is being conducted in accordance with the Privatization Plan for the Bank announced on June 23, 2014. Please be aware that the Bank’s corporate governance structure may change pursuant to the outcome of the sale of the Bank.

(6)    As of the date of submission of this Securities Registration Statement, other than proceedings to extend the statute of limitations relating to loans (479 claims with an aggregate claimed amount of KRW 68.9 billion), there are 314 lawsuits outstanding (aggregate claimed amount: KRW 564.3 billion) of which the Bank is the plaintiff in 66 (aggregate claimed amount: KRW 262.7 billion) and the Bank is the defendant in 248 (aggregate claimed amount: KRW 301.6 billion). The Bank has established relevant provisions of approximately KRW 18.4 billion by estimating the probability of win/loss of each case as well as reasonable costs related thereto. The outcome of the currently pending legal proceedings cannot be predicted and may adversely impact the Bank’s business performance and financial statements. Investors should be aware of this issue.

(7)    Major consolidated subsidiaries of the Bank, other than money trusts and structured entities, include banks in the U.S., Indonesia, Hong Kong, China, Russia, Brazil, etc., Korea BTL Infrastructure Fund, Woori Credit Information Co., Ltd. (“Woori Credit Information”), etc. Currently, the consolidated subsidiaries account for 4.5% of the Bank’s consolidated assets, and foreign banks, Korea BTL Infrastructure Fund and Woori Credit Information account for 2.7%. The impact of major consolidated subsidiaries on the Bank’s consolidated financial condition and profits will increase if the proportion of the assets of major consolidated subsidiaries increases with their increased business activity. Consequently, investors should continuously monitor each consolidated subsidiary’s business activities.

Non-surviving Entity: Woori Finance Holdings Co., Ltd.

(1)    The failure of a holding company to effectively manage the businesses of its subsidiaries in an integrated manner and create synergies may have an adverse effect on the business operations and competitiveness of its subsidiaries which may in turn cause deterioration in the overall business environment of such holding company.

(2)    Because credit card issuers do not take deposits, their funding structure is relatively unstable compared to that of commercial banks, insurance companies or other financial institutions that maintain deposit accounts. Although Woori Card has managed to finance its operations based on the credit rating of and potential support from the Group, privatization of the Bank and resulting changes in the governance structure of the Group may result in a downgrade in Woori Card’s credit rating and a deterioration in its liquidity position. Investors should note such issues.

(3)    Following its spin-off from the Bank in 2013, Woori Card has maintained the level of profitability it had prior to the spin off and has increased its market share from 6.8% in 2012 to 7.5% in 2013 and 8.2% as of June 30, 2014. Depending on the outcome of the privatization of the Bank, however, the business and results of operations of Woori Card may be adversely affected. Investors should be aware of such issues.

(4)    Woori Investment Bank’s independent auditors have expressed doubts about the company’s ability to continue as a going concern. To address such concerns and to normalize its business operations Woori Investment Bank issued additional stock of KRW 69.8 billion in June 2014 with a view to increase its capital as well as its operating limits. Continuation of the incurrence of net loss and deterioration of its financial condition, however, may raise greater doubts about the company’s ability to continue as a going concern. In addition Woori Investment Bank recorded a capital impairment ratio of 42.70% on a consolidated basis as of June 30, 2014 and accordingly was not subject to designation as an issuer subject to monitoring under the KRX KOSPI Market Listing Regulations. In the event its business performance does not improve, however, its capital impairment ratio may increase to 50% or above, in which case the company may be designated as an issuer subject to monitoring. Investors should note such issues.

(5)    Woori Investment Bank recorded a net decrease in cash flows between April 1, 2012 and March 31, 2014. The company recorded a decrease in cash provided by operating activities and a continued inflow of cash provided by investing activities. Despite the KRW 140 billion increase in capital as a result of the issuance of additional stock in June 2013, the company recorded a net decrease in cash flows of KRW 23,515 million as of March 31, 2014 due primarily to cash used in operating activities of KRW 138,199 million. On a net basis, the company recorded cash inflow of KRW 4,864 million as of June 30, 2014, but without the effect of the KRW 69.8 billion capital increase, it would have incurred cash outflows from operating investing and financing activities. It is not highly likely that cash flows from operating activities will improve in the near future, and if the company fails to achieve targeted results in improving its operations, it may experience a deterioration in operating cash flows in the long term. It is recommended that investors monitor not only the fluctuations in net cash positions but also the cash flows due to operating investing and financing activities and the factors driving such changes in cash flows.

(1)    After consummation of the Merger, the Bank will remain as the surviving entity and the Company will cease to exist, and the Korea Deposit Insurance Corporation (the “KDIC”), the largest shareholder of the Company, will retain its status as the largest shareholder of the Bank. However, the KDIC is expected to sell all of its interest in the Bank in accordance with the Privatization Plan after the Merger. After the Merger, new directors and audit committee members will be appointed in accordance with the Merger Agreement, which is expected to be approved at the extraordinary general meeting of shareholders scheduled to be held on October 10, 2014. However, there may be changes in management depending on the results of the privatization, and investors should be aware that the stability of operations may be temporarily affected.

(2)    The Company’s shareholders should be aware that trading of the Company’s common shares is expected to be suspended from the business day prior to the end of the period for submission of the Company’s old share certificates (i.e., from October 30, 2014) to the day before the listing of the new shares and the succession to listing (i.e., expected to be November 18, 2014). Upon consummation of the Merger, 565,690,380 shares of the Bank will be cancelled and 676,278,371 newly issued shares of the Bank will be issued. Accordingly, shareholders of the Company recorded in its shareholder register as of the date of the Merger will receive one share of the Bank for each share of the Company they hold.

(3)    The Merger Agreement may be terminated in accordance with the termination provisions of the Merger Agreement. The termination provisions relating to appraisal rights of dissenting shareholders or the approval of the relevant authorities are as follows:

-        If, due to the exercise of appraisal rights by shareholders of Woori Finance Holdings dissenting to the Merger, Woori Finance Holdings is required to pay a share purchase price for an aggregate number of shares held by such shareholders that is greater than 15% of the total number of issued and outstanding shares of Woori Finance Holdings;

-        If the preliminary examination approval for listing on the Korea Exchange after the Merger has not been obtained by the Merger Date; or

-        If it is evident that the Merger Approval would not be obtained within six (6) months after the date of this Agreement, including where a Merger Approval has not been obtained prior to the Merger Date despite such Merger Approval having been applied for.

(4)    The schedule of the Merger set forth in this Securities Registration Statement is not final and is subject to change if grounds for amendment occur during the FSS’s public disclosure evaluation process.

(5)    New shares issued by the Bank are expected to be allotted and delivered in the Merger with respect to treasury shares owned by the Company. The decision to allot and deliver new shares with respect to treasury shares owned by the Company as of the date of the Merger (including any shares acquired by the Company prior to the Merger as a result of the exercise of appraisal rights by dissenting shareholders with respect to the Merger) in accordance with the Merger Ratio was based on the views in favor of the allotment of new shares with respect to the treasury shares owned by the non-surviving entity and the instances where new shares were allotted with respect to the treasury shares owned by the non-surviving entity. However, investors should note that there is no guarantee that a court will not reach a different conclusion in the future with respect to this issue.

(6)    Since August 2014, the Fair Trade Commission has been conducting an investigation into the collusion of loan and deposit interest rates among four major banks, Woori Bank, Kookmin Bank, Shinhan Bank and Hana Bank. The investigation is being conducted on the bank’s overall interest rate system and interest rates on loans and deposits. The results cannot be predicted, and any results of the investigation to be announced may affect the Bank’s operations and financial condition. Accordingly, investors should continue to observe the investigation results to be announced in the future.

(7)    Since 2010 until the date of submission of this Securities Registration Statement, there have been two institutional sanctions against the Bank (an additional one is expected), three sanctions against its executive officers (an additional one is expected), three institutional sanctions against Woori Investment Bank and five sanctions against its executive officers, in terms of institutional and executive officer sanctions imposed with respect to the parties to the Merger and their main consolidated subsidiaries.

(8)    There are no agreements for put options, call options, put back options, etc. between the merging parties or with a third party in relation to the Merger.

(9)    The Bank plans to succeed to or hire the executive officers and employees employed by the Company as of the date of the Merger, and there are no risks relating to the reorganization of personnel.

(10)  The effectiveness of this Securities Registration Statement pursuant to Article 120(3) of the FISCMA is not an acknowledgement of the truthfulness or accuracy of the matters contained herein nor the government’s guarantee or approval of the value of the securities.

1.      Risk Factors That May Impede the Consummation of the Merger

A.     Termination Provisions of the Merger Agreement

Article 14 (Termination)

(1)    The parties may terminate this Agreement by written agreement at any time before the Merger Date.

(2)    Upon the occurrence of any of the following events before the Merger Date, a party may immediately terminate this Agreement by written notice to the other party:

1)      If, during the period from the date of this Agreement to the Merger Date, a material adverse change or unforeseeable material defect in the assets, liabilities or management condition of Woori Bank or Woori Finance Holdings as a result of an act of God or other cause has occurred;

2)      If the other party has defaulted on or breached this Agreement and has failed to cure such default or breach within fifteen (15) days after receipt of the non-defaulting party’s notice requesting such default or breach to be cured;

3)      If, due to the exercise of appraisal rights by shareholders of Woori Finance Holdings dissenting to the Merger, Woori Finance Holdings is required to pay a share purchase price for an aggregate number of shares held by such shareholders that is greater than 15% of the total number of issued and outstanding shares of Woori Finance Holdings;

4)      If the preliminary examination approval for listing on the Korea Exchange after the Merger has not been obtained by the Merger Date;

5)      If it is evident that the Merger Approval would not be obtained within six (6) months after the date of this Agreement, including where a Merger Approval has not been obtained prior to the Merger Date despite such Merger Approval having been applied for; or

6)      If it becomes impossible to accomplish the Merger due to a change in the relevant laws, etc.

(3)    In the event of termination of this Agreement pursuant to Paragraph (2) above, neither party may request the other party to indemnify it for any damages, except for termination due to the cause set forth in Paragraph (2)2) above.

1.      With respect to the termination event set forth in Clause 5) of Paragraph (2) above (“If it is evident that the Merger Approval would not be obtained within six (6) months after the date of this Agreement, including where a Merger Approval has not been obtained prior to the Merger Date despite such Merger Approval having been applied for”), the reference to “Merger Approval” is to the FSC’s approval for merger of a financial institution under Article 4(1) of the Act on the Structural Improvement of the Financial Industry.

B.     Possibility of Termination of the Merger at the General Shareholders’ Meeting

The Merger may not be consummated if the approval of two-thirds of the voting rights of the participating shareholders and one-third of the issued shares is not obtained at the extraordinary general meeting of shareholders.

C.     Risk of Cancellation of Merger Agreement Due to Permits or Approvals Pursuant to Applicable Laws

The Merger Agreement became effective upon the execution of both parties but may be terminated upon the conclusive rejection of a governmental approval, permit, report or acceptance required in connection with the Merger that has a material effect on the operations of the merging parties.

Specifically, in order to proceed with the Merger under the Act on the Structural Improvement of the Financial Industry, prior approval from the FSC must be obtained as set forth in Article 4(1) of such Act, and the Merger Agreement may be terminated if it is evident that such Merger Approval would not be obtained within six months after the date of the Merger Agreement. The Bank and the Company plan to apply for the Merger Approval from the FSC.

In addition, as the major shareholder of each of Woori Card and Woori Investment Bank will change to the Bank, approval for such change in major shareholder will be applied for (pursuant to Article 6(3) of the Credit Finance Business Act and Article 6 3(5) of its Enforcement Decree, for Woori Card, and Article 350 and Article 23(1) of the Financial Investment Services and Capital Markets Act (the “FISCMA”) and Article 26(1), Table 4 of its Enforcement Decree, for Woori Investment Bank).

The Merger is eligible for the special application of simplified merger procedures pursuant to the Act on Structural Improvement of the Financial Industry, and certain procedures have been accelerated compared to the general merger procedures pursuant to the Korean Commercial Code, as specified below.

Item

Korean Commercial Code

Act on the Structural

Improvement of the Financial

Industry

Notice and Period of Public Announcement of Convening Shareholders’ Meeting

At least two weeks prior to the general meeting of shareholders

At least seven days prior to the general meeting of shareholders

Closure of Shareholder Register and Record Date

Public notice two weeks prior to the closing date or the record date

Public notice in two or more daily newspapers seven days prior to the closing date or the record date

Period for Submission of Old Share Certificates in Case of Share Consolidation for Merger

Within a period of no less than one month

Within a period of not less than five days

Appraisal Rights of Shareholders Dissenting from Merger

Within twenty days after the general meeting adopts such resolution

Within ten days after the public notice of such resolution in daily newspapers

For further details, please refer to “VI. Investment Risk Factors – 1. Risk Factors That May Impede the Consummation of the Merger.”

D.     Possibility of Legal Action by Minority Shareholders of the Merging Parties

Minority shareholders of the Company may take legal action to nullify the Merger by claiming procedural defects or unfairness of the Merger Ratio, and the Merger may be subject to nullification if a court rules in favor of the plaintiffs in such action.

2.      Potential Listing or Delisting of the New Shares Allotted in the Merger

A.     Expected Listing Date of the New Shares

The expected date of delivery of the new shares is November 18, 2014, and the expected date of new listing of the new shares is November 19, 2014. Such dates are tentative, and the actual listing date may change based on the approval procedures required for the Merger.

B.     Potential Delisting

The Company, the non-surviving entity of the Merger and a listed corporation, will merge with and into the Bank, the surviving entity of the Merger and an unlisted corporation, and the Company will be delisted after the Merger as it will cease to exist. The surviving entity of the Merger, the Bank, is currently an unlisted corporation and as of the date of submission of this Securities Registration Statement plans to become newly listed after the Merger.

Item

Korean Commercial Code

Act on the Structural Improvement of the

Financial Industry

[Article 527-5(1)]

Within two weeks of the adoption of a resolution for approval at a general meeting of shareholders, a company shall give its creditors public notice that objection, if any, against the merger should be raised within a period of no less than one month and shall give peremptory notice to respective creditors known to the company.

[Article 5(3)]

A financial institution may publish its request to creditors to raise an objection to such merger resolution, setting a period of not less than ten days in two or more daily newspapers, and in such cases peremptory notices to individual creditors may be omitted.

[Article 363(1)]

When a company convenes a general meeting of shareholders, it shall give written notice, or notice in electronic form to each shareholder after obtaining the consent of each shareholder, at least two weeks prior to the date set for such general meeting.

[Article 5(4)]

When a financial institution convenes a general meeting of shareholders for a resolution of merger, it may send a notice in writing to each shareholder seven days prior to the date of such general meeting of shareholders. In such cases, it shall give public of its intent to convene a general meeting of shareholders and the objectives of the meeting in two or more daily newspapers prior to the date of sending a written notice.

[Article 354(4)]

If a company has determined the period for closure of the register of shareholders or the record date, it shall give public notice two weeks prior to such period or date.

[Article 5(6)]

If a financial institution closes its shareholder register or sets the record date for a resolution of merger, it may give public notice seven days prior to the closing date or the record date. In such cases, it shall give public notice in two or more daily newspapers.

[Article 530(3) and Article 440]

If shares are to be consolidated, a company shall determine a period of not less than one month and shall give public notice that share certificates must be submitted to the company within such period and shall separately give notice to each shareholder and the pledgees recorded in the register of shareholders.

[Article 5(7) and Article 12(6)]

A dissolving financial institution in a merger shall determine a period of not less than five days and announce that stock certificates should be submitted during such period. In such cases, individual notices to shareholders may be replaced by public notice in two or more daily newspapers.

[Article 522-3(1)]

A shareholder dissenting from a merger resolution adopted by a general meeting of shareholders may demand in writing the purchase of shares, with the class and number of such shares specified, within twenty days after the general meeting adopts such resolution.

[Article 5(8) and Article 12(7)]

A shareholder dissenting from a merger resolution adopted by a general meeting of shareholders may demand in writing the purchase of shares, with the class and number of such shares specified, within ten days after the public notice of such resolution in daily newspapers.

Merger Ratio

External

Appraisal

Organization

Type

Number

Face

Value

Offering

Price

Payment of Consideration

Company Name

Classification

Number of Issued Shares

Total Assets

Capital

51, Sogong-ro, Jung-gu

Seoul 100-792, Korea

20F, Woori Bank Head Office

51, Sogong-ro, Jung-gu

Seoul 100-792, Korea

(As of the date of submission of this Securities Registration Statement)

Name

Gender

Date of

Birth

Title

Registered

Officer

Standing

Division

Education & Work Experience

Number of Shares
Owned

Term of
Office

Expiration of
Term

Common

Preferred

Sungkyunkwan University, Dept. of Law

Woori Bank, Executive Vice President

Woori Bank, Deputy President

Woori Bank, President

6.14. 2013

-Present

Yeungnam University, Economics Dept. Operation & Support Business Unit, Executive Vice President

Credit Support Unit, Executive Vice President

Woori Bank, Deputy President

6.3.2014

-Present

Sungkyunkwan University, Economics Dept.

Woori Finance Holdings, Managing Director

6.14.2013

-Present

Sogang University, Economics Dept.

Woori Bank Seo-cho, Branch Manager

Woori Bank City Hall of Seoul, the Sales Director of the Head Office

Woori Bank Seo-cho, Sales Director of the Head Office

6.14.2013

-Present

Risk Management

IT Planning

Management Monitoring

Seoul National University, Clothing Department.

Woori Bank, Fund Management Department, Head of Department.

Woori Bank Jongno, Sales Director of the Head Office

Woori Finance Holdings Risk Management, Head of Department

9.3.2013

-Present

Seoul National University, Liberal Arts Studies.

Supreme Prosecutor’s Office Central Investigation Department, Head of Department.

Seoul High Prosecutor’s Office, Director of the Prosecutor’s Office

Current) Representative Attorney of Law Firm Gangnam LLP

3.22.2013

-Present

Name

Gender

Date of

Birth

Title

Registered

Officer

Standing

Division

Education & Work Experience

Number of Shares
Owned

Term of
Office

Expiration of
Term

Common

Preferred

Sungkyunkwan University, Economics Dept.

The University of Wisconsin-Madison, Economics Ph.D.

The Korean Economic Review, Director

Current) Donga University, Economics Dept., Professor

3.21.2014

-Present

Seoul National University, Economics Dept.

Université Paris 10, Economics Ph.D.

Financial Services Commission, Non-standing Commissioner

Current) Kyungki University, Economics Dept., Professor

3.22.2013

-Present

Yonsei University, Economics Dept.

Yale University, Economics Ph.D.

Korea Institute for Industrial Economics and Trade, Senior Research Engineer

Current) Yonsei University, Dean of Undergraduate Studies and Economics Dept., Professor

3.21.2014

-Present

Seoul National University, Dept. of Economics

Seoul National University, Public Administration Dept., Masters

Korea Deposit Insurance Corporation, Risk Management, General Manager

Current) Korea Deposit Insurance Corporation, Policy Coordination Division, General Manager

3.21.2014

-Present

Seoul National University, Economics Dept. Michigan State University, Economics Ph.D.

Bank of Korea, Policy Planning Bureau, Policy Coordination Division, Deputy Head

Current) Korea Institute of Finance, Research and Coordination, Director

3.21.2013

-Present

(As of June 30, 2014)

Business

Administration, Planning

Administration, Planning

Total

(As of the date of submission of this Securities Registration Statement)

Name

KDIC

(As of May 1, 2014)

Classification

5%+ Shareholders

(As of December 31, 2013)

Classification

Minority Shareholders

Classification

ASSETS

Cash and cash equivalents

Financial assets at fair value through profit or loss

Available-for-sale financial assets

Held-to-maturity financial assets

Loans and receivables

Investments in joint ventures and associates

Investment properties

Premises and equipment

Intangible assets and goodwill

Assets held for sale

Current tax assets

Deferred tax assets

Derivative assets

Other assets

Disposal group held for sale

Disposal group held for distribution to owners

Total assets

LIABILITIES

Financial liabilities at fair value through profit or loss

Deposits due to customers

Borrowings

Debentures

Provisions

Net defined benefit liability

Current tax liabilities

Deferred tax liabilities

Derivative liabilities

Other financial liabilities

Other liabilities

Liabilities directly associated with disposal group held for sale

Liabilities directly associated with disposal group held for distribution to owners

Total liabilities

EQUITY

Owners’ equity:

Capital stock

Hybrid securities

Capital surplus

Other equity

Classification

Retained earnings

Equity directly associated with disposal group held for sale

Equity directly associated with disposal group held for distribution to owners

Non-controlling interests

Total equity

Total liabilities and equity

Number of Consolidated Companies*

Classification

OPERATING INCOME:

Net interest income

Interest income

Interest expense

Net fees and commissions income

Fees and commissions income

Fees and commissions expense

Dividend income

Net gain (loss) on financial instruments at fair value through profit or loss

Net gain (loss) on available-for-sale financial assets

Net gain (loss) on held-to-maturity financial assets

Impairment losses due to credit loss

Other net operating expenses

Non-operating income

Share of profits (losses) of joint ventures and associates

Other net non-operating income

Net income before income tax expense

Income tax expense

Net income from continuing operations

Net income (loss) from discontinued operations

Net income (loss)

Other comprehensive loss, net of tax

Items that will not be reclassified to profit or loss

Remeasurement of the net defined benefit liability

Items that may be reclassified to profit or loss

Loss on available-for-sale financial assets

Share of other comprehensive income (loss) of joint ventures and associates

Loss on foreign currency translation of foreign operations

Classification

Gain (loss) on valuation of cash flow hedge

Total comprehensive income (loss)

Net income attributable to:

Net income (loss) attributable to owners

Income from continuing operations

Income (loss) from discontinued operations

Net income (loss) attributable to non-controlling interests

Income from continuing operations