This Report on Form 6-K is incorporated by reference into the prospectus included in the Registration Statement on Form F-4 of Woori Bank (File No. 333-226345).
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 December 2018
Woori Bank
(Translation of registrant’s name into English)
51, Sogong-ro, Jung-gu, Seoul, 04632, Korea
(Address of principal executive office)
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 ☒ 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.
Results of the Extraordinary General Meeting of Shareholders
The extraordinary general meeting of shareholders of Woori Bank was held on December 28, 2018 and all three agenda items listed below were approved and ratified as originally proposed.
Key Details Relating to the Extraordinary General Meeting of Shareholders
| • | Agenda: |
| 1. | Approval of the Stock Transfer Plan |
| 2. | Appointment of directors (4 directors) |
| 2-1 | Outside Director Candidate : Sung-Tae Ro |
| 2-2 | Outside Director Candidate : Sang-Yong Park |
| 2-3 | Outside Director Candidate : Soo-Man Park |
| 2-4 | Non-standing Director Candidate : Jae-Kyung Lee |
| 3. | Appointment of outside directors who will serve as Audit Committee Members * |
| 3-1 | Candidate for outside director who will serve as an Audit Committee Member : Chan-Hyoung Chung |
| 3-2 | Candidate for outside director who will serve as an Audit Committee Member : Joon-Ho Kim |
| * | Agenda 3) The appointment of outside directors under agenda 3 is separately conducted pursuant to Article 19-5 of the Act on the Corporate Governance of Financial Companies. |
Information regarding outside director candidate recommendations is disclosed on Woori Bank’s website as well as the website of the Korea Federation of Banks.
| • | Agenda details |
| • | Appointment of the non-standing director |
| Name |
Date of Birth |
Term |
Appointment | Career Background | ||||
| Jae-Kyung Lee |
May 1965 |
Until the end of the Annual General Meeting of Shareholders for FY2020 | New Appointment | • Head of Department of PF Asset Recovery
• Head of Department of Settlement and Recovery Planning 1, KDIC
• Current) Head of Office of Human Resources Development, KDIC |
| • | Appointment of outside directors |
| Name |
Date of Birth |
Term | Appointment | Career Background |
Serving as director of other companies | |||||
| Sung-Tae Ro |
September 1946 |
Until Dec. 30, 2019 |
Re- Appointment |
• President, Korea Economic Research Institute
• President, Hanwha Life Economic Research Institute
• Current) Chairman, Samsung Dream Scholarship Foundation |
- | |||||
| Sang-Yong Park |
February 1951 |
Until Dec. 30, 2019 |
Re- Appointment |
• Professor and Dean, School of Business, Yonsei University
• Chairman, Public Fund Oversight Committee
• Current) Honorary Professor, School of Business, Yonsei University |
- | |||||
| Chan-Hyoung Chung |
February 1956 |
Until the end of the Annual General Meeting of Shareholders for FY2020 |
New Appointment |
• Vice President, Korea Investment Management
• President, Posco Capital
• Current) Advisor, Posco Capital |
||||||
| Soo-Man Park |
February 1957 |
Until the end of the Annual General Meeting of Shareholders for FY2020 |
New Appointment |
• Attorney, Kim & Chang
• Current) Attorney, Park Soo-Man Law Firm |
- | |||||
| Joon-Ho Kim |
May 1960 |
Until the end of the Annual General Meeting of Shareholders for FY2020 |
New Appointment |
• Head of Korea Post, Ministry of Science and ICT
• Chairman of the Self-Regulation Committee, Korea Financial Investment Association |
||||||
| • | Appointment of Audit Committee Members |
| Name |
Date of Birth |
Term | Appointment | Outside Director | Career Background | |||||
| Chan-Hyoung Chung |
February 1956 |
Until the end of the Annual General Meeting of Shareholders for FY2020 |
New Appointment |
Audit Committee Member as an outside director |
• Vice President, Korea Investment Management
• President, Posco Capital
• Current) Advisor, Posco Capital | |||||
| Joon-Ho Kim |
May 1960 |
Until the end of the Annual General Meeting of Shareholders for FY2020 |
New Appointment |
Audit Committee Member as an outside director |
• Head of Korea Post, Ministry of Science and ICT
• Chairman of the Self-Regulation Committee, Korea Financial Investment Association | |||||
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 Bank | ||||||
| (Registrant) | ||||||
| Date: December 28, 2018 | By: | /s/ Won Duk Lee | ||||
| (Signature) | ||||||
| Name: | Won Duk Lee | |||||
| Title: | Executive Vice President | |||||