As filed with the Securities and Exchange Commission on October 15, 2014
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Registration No. 333 -
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Yong G. Lee, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP
Foreign Legal Consultant Office
19F, Ferrum Tower
19, Eulji-ro 5-gil, Jung-gu
Seoul 100-210, Korea
+82 2 6353 8010
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301
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It is proposed that this filing become effective under Rule 466:
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares (“ADSs”), each ADS representing three (3) common shares of Woori Bank
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100,000,000 American
Depositary Shares
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$5.00
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$5,000,000.00
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$581.00
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*
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Each unit represents 100 American Depositary Shares.
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**
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
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Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1. |
Name of Depositary and address of its principal executive office
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Face of Receipt - Introductory Article and final sentence on face.
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2. |
Title of Receipts and identity of deposited securities
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Face of Receipt - Top Center.
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Terms of Deposit:
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(i) |
The amount of deposited securities represented by one American Depositary Share ("ADS")
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Face of Receipt - Upper right corner.
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(ii) |
The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (13) and (14).
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(iii) |
The collection and distribution of dividends
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Reverse of Receipt - Paragraph (12).
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(iv) |
The transmission of notices, reports and proxy soliciting material
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Reverse of Receipt Paragraphs (13) and (16).
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(v) |
The sale or exercise of rights
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Reverse of Receipt – Paragraphs (12) and (13).
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraph (3);
Reverse of Receipt - Paragraphs (12) and (15).
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(vii) |
Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (21) and (22) (no provision for extensions).
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(viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs |
Reverse of Receipt - Paragraph (16).
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4) and (5).
Reverse of Receipt - Paragraphs (7) and (10).
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(x) |
Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (5);
Reverse of Receipt - Paragraphs (8), (15), (18) and (22).
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3. |
Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Reverse of Receipt - Paragraph (7).
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Item 2. AVAILABLE INFORMATION
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Reverse of Receipt - Paragraph (11).
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(a)
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Form of Deposit Agreement, by and among Woori Bank (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ___ None.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ___ None.
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(d)
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Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Filed herewith as Exhibit (d).
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(e)
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Certificate under Rule 466. ___ None.
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
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Legal entity to be created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing three (3) common shares of Woori Bank
CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Keith Galfo | |
Name: Keith Galfo
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Title: Vice President
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WOORI BANK
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By:
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/s/ Soon-Woo Lee | |
Name: Soon-Woo Lee
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Title: President and Chief Executive Officer
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Name
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Title
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/s/ Soon-Woo Lee
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Director, President and Chief Executive Officer
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Soon-Woo Lee
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/s/ Dong-Gun Lee
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Deputy President
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Dong-Gun Lee
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/s/ Ki-Myung Nam
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Executive Vice President, Chief Financial Officer
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Ki-Myung Nam
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and Chief Accounting Officer | |
/s/ Soon-Jae Hong
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Woori Bank New York Agency
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Soon-Jae Hong
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Authorized Representative in the United States
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/s/ Sang-Keun Oh
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Outside Director
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Sang-Keun Oh
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/s/ Kang-Shik Choi
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Outside Director
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Kang-Shik Choi
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/s/ Seong-Yeal Lim
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Outside Director
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Seong-Yeal Lim
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/s/ Min Chang
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Outside Director
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Min Chang
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of Deposit Agreement
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(d)
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Opinion of counsel to the Depositary
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