Edgar Filing: WOORI BANK

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 March 2017

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.

LOGO

51, Sogong-ro,

Jung-gu, Seoul, 04632 Korea

March 6, 2017

To Shareholders:

Convocation Notice of the Annual General Meeting of Shareholders

Notice is hereby given that an Annual General Meeting of Shareholders of Woori Bank (the “Company”) will be held as described hereunder and your attendance is cordially requested.

Very truly yours,

Kwang Goo Lee

President and CEO

Woori Bank

51, Sogong-ro, Jung-gu

Seoul 04632, Korea

Description


1. Date and Time		March 24, 2017; 10 A.M. (Local time)

2. Venue		5th floor / Woori Bank, 51, Sogong-ro, Jung-gu, Seoul, Korea

3. Agenda		1. Approval of financial statements for the fiscal year 2016 2. Amendments to the Articles of Incorporation 3. Appointment of standing directors (2 directors) 3-1 Standing Director Candidate : Kwang-Goo Lee 3-2 Standing Director Candidate : Jung-Sik Oh
		4. Appointment of President & CEO - Candidate : Kwang-Goo Lee
		5. Appointment of Audit Committee Member who is not an outside director - Candidate for member of the Audit Committee who is not an outside director : Jung-Sik Oh
		6. Approval of the maximum limit on directors’ compensation

Reference Document for the Exercise of Voting Rights

1.	Approval of financial statements for the fiscal year 2016

Please refer to appendix A.

2.	Amendments to the Articles of Incorporation

Please refer to appendix B.

3.	Appointment of directors


Name (Date of Birth)	Experience	Nominated by	Relationship with the Majority Shareholder	Transactions with the Company within the past three years	Term
Kwang-Goo Lee (Jul. 19, 1957)	- Current) President & CEO, Woori Bank - Executive Vice President, Consumer Banking Business Unit, Woori Bank. - Executive Vice President, Finance & Management Planning Unit, Woori Bank.	Officer Candidate Recommendation Committee	None	None	Note 1)

Jung-Sik Oh (Jul. 17, 1956)	- CEO, KB Capital - Executive Vice President, Head of Commercial Business, Citibank - Head of Risk Planning and Policies Division, Citibank	Officer Candidate Recommendation Committee	None	None	Note 1)

Information regarding President & CEO candidate recommendation is disclosed on Woori Bank’s website as well as the website of the Korea Federation of Banks.

Note1)

From the time of appointment at the AGM held in Mar. 2017 to the end of the AGM held in Mar. 2019

4.	Appointment of President & CEO

Name

(Date of Birth)

Experience

Nominated by

Relationship
with the
Majority
Shareholder

Transactions
with the
Company
within the past
three years

Term

Kwang-Goo Lee (Jul. 19, 1957)

- Current) President & CEO, Woori Bank

- Executive Vice President, Consumer Banking Business

Unit, Woori Bank.

- Executive Vice President, Finance & Management

Planning Unit, Woori Bank.

Officer Candidate
Recommendation
Committee

None

Note1)

From the time of appointment at the AGM held in Mar. 2017 to the end of the AGM held in Mar. 2019

5.	Appointment of Audit Committee Member who is not an outside director

Name

(Date of Birth)

Experience

Nominated by

Relationship
with the
Majority
Shareholder

Transactions
with the
Company
within the past
three years

Term

Jung-Sik Oh

(Jul. 17, 1956)

- CEO, KB Capital

- Executive Vice President, Head of Commercial Business,

Citibank

- Head of Risk Planning and Policies Division, Citibank

Officer Candidate
Recommendation
Committee

None

Note 1)

Note1)

From the time of appointment at the AGM held in Mar. 2017 to the end of the AGM held in Mar. 2019

6.	Approval of directors’ compensation limit


Item	2016	2017
Number of Directors (Number of Outside Directors)	11 (6)	8 (5)
Compensation Limit	3.2 billion won	3.2 billion won

*	Allocation within the total compensation limit delegated to the board of directors (Board Compensation Committee).

Appendix A. Financial Statements for FY2016

For further information, please refer to the Audit Reports which were furnished to the U.S. Securities and Exchange Commission as an exhibit to the Form 6-K. The Audit Reports can be downloaded from the website of the U.S. Securities and Exchange Commission at www.sec.gov.

WOORI BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2016 AND 2015


	December 31, 2016		December 31, 2015
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		7,591,324		6,644,055
Financial assets at fair value through profit or loss		5,650,724		5,132,657
Available-for-sale financial assets		20,817,583		17,170,592
Held-to-maturity financial assets		13,910,251		13,621,640
Loans and receivables		258,392,633		244,842,062
Investments in joint ventures and associates		439,012		643,861
Investment properties		358,497		351,496
Premises and equipment		2,458,025		2,471,206
Intangible assets and goodwill		483,739		419,806
Assets held for sale		2,342		17,904
Current tax assets		6,229		6,782
Deferred tax assets		232,007		210,597
Derivative assets		140,577		183,128
Net defined benefit assets		70,938		—
Other assets		128,846		143,286

Total assets		310,682,727		291,859,072

LIABILITIES
Financial liabilities at fair value through profit or loss		3,803,358		3,460,561
Deposits due to customers		221,020,411		209,141,826
Borrowings		18,769,515		20,033,917
Debentures		23,565,449		21,898,859
Provisions		428,477		516,601
Net defined benefit liability		64,666		99,691
Current tax liabilities		171,192		108,943
Deferred tax liabilities		22,023		19,379
Derivative liabilities		7,221		—
Other financial liabilities		21,985,086		16,964,206
Other liabilities		299,376		305,174

Total liabilities		290,136,774		272,549,157

(Continued)

WOORI BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2016 AND 2015 (CONTINUED)


	December 31, 2016			December 31, 2015
	(Korean Won in millions)
EQUITY
Owners’ equity:		20,386,160			19,188,472
Capital stock		3,381,392			3,381,392
Hybrid securities		3,574,896			3,334,002
Capital surplus		286,331			294,259
Other equity		(1,468,025	)		(1,547,303	)
Retained earnings
(Regulatory reserve for credit loss as of December 31, 2016 and 2015 is 2,255,252 million Won and 1,756,142 million Won, respectively)
(Regulatory reserve for credit loss to be reserved (reversed) as of December 31, 2016 and 2015 is 182,939 million Won and 499,110 million Won, respectively)
(Planned provision (reversal) of regulatory reserve for credit loss as of December 31, 2016 and 2015 is 182,939 million Won and 499,110 million Won, respectively)		14,611,566			13,726,122
Non-controlling interests		159,793			121,443

Total equity		20,545,953			19,309,915

Total liabilities and equity		310,682,727			291,859,072

WOORI BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


	2016			2015
	(Korean Won in millions, except for per share data)
Interest income		8,512,312			8,698,235
Interest expense		(3,492,768	)		(3,936,335	)

Net interest income		5,019,544			4,761,900
Fees and commissions income		1,865,470			1,757,340
Fees and commissions expense		(928,339	)		(780,544	)

Net fees and commissions income		937,131			976,796
Dividend income		184,510			102,923
Net gain on financial instruments at fair value through profit or loss		114,387			240,342
Net loss on available-for-sale financial assets		(1,035	)		(3,281	)
Impairment losses on credit loss		(834,076	)		(966,646	)
General and administrative expenses		(3,478,476	)		(3,150,387	)
Net other operating expenses		(367,779	)		(610,061	)

Operating income		1,574,206			1,351,586
Share of losses of joint ventures and associates		(19,507	)		(70,124	)
Net other non-operating income (expense)		(1,310	)		170,484

Non-operating income (loss)		(20,817	)		100,360
Net income before income tax expense		1,553,389			1,451,946
Income tax expense		(275,856	)		(376,554	)

Net income from continuing operations		1,277,533			1,075,392

Net income
(Net income after the provision of regulatory reserve for credit loss for the years ended December 31, 2016 and 2015 are 1,094,594 million Won and 576,282 million Won, respectively)		1,277,533			1,075,392

Remeasurement of the net defined benefit liability		34,162			(78,267	)

Items that will not be reclassified to profit or loss		34,162			(78,267	)
Gain on available-for-sale financial assets		12,586			72,297
Share of other comprehensive gain (loss) of joint ventures and associates		(7,937	)		3,295
Gain on foreign currency translation of foreign operations		28,712			33,837
Gain on valuation of cash flow hedge		10,371			—

Items that may be reclassified to profit or loss		43,732			109,429
Other comprehensive income , net of tax		77,894			31,162
Total comprehensive income		1,355,427			1,106,554

Net income attributable to:
Net income attributable to owners		1,261,266			1,059,157
Net income attributable to non-controlling interests		16,267			16,235
Total comprehensive income attributable to:
Comprehensive income attributable to owners		1,332,614			1,094,870
Comprehensive income attributable to non-controlling interests		22,813			11,684
Basic and diluted earnings from operations per share (In Korean Won)		1,567			1,301

WOORI BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


	Capital stock		Hybrid securities			Capital surplus			Other equity			Retained earnings			Controlling interests			Non-controlling interests			Total equity
	(Korean Won in millions)
January 1, 2015		3,381,392		2,538,823			291,066			(2,393,138	)		14,165,358			17,983,501			109,924			18,093,425
Net income		—		—			—			—			1,059,157			1,059,157			16,235			1,075,392
Dividends		—		—			—			—			(504,952	)		(504,952	)		(824	)		(505,776	)
Change in ownership interest of investments in consolidated subsidiaries and others		—		—			3,193			—			—			3,193			660			3,853
Gain (loss) on valuation of available-for-sale financial assets		—		—			—			73,691			—			73,691			(1,394	)		72,297
Share of other comprehensive income of joint ventures and associates		—		—			—			3,295			—			3,295			—			3,295
Gain (loss) on foreign currencies translation of foreign operations		—		—			—			36,932			—			36,932			(3,095	)		33,837
Remeasurement of the net defined benefit liability		—		—			—			(78,204	)		—			(78,204	)		(63	)		(78,267	)
Dividends to hybrid securities		—		—			—			—			(183,320	)		(183,320	)		—			(183,320	)
Issuance of hybrid securities		—		795,179			—			—			—			795,179			—			795,179
Retirement of treasury stock		—		—			—			3,481			(3,481	)		—			—			—
Appropriation of merger losses		—		—			—			806,640			(806,640	)		—			—			—

December 31, 2015		3,381,392		3,334,002			294,259			(1,547,303	)		13,726,122			19,188,472			121,443			19,309,915

January 1, 2016		3,381,392		3,334,002			294,259			(1,547,303	)		13,726,122			19,188,472			121,443			19,309,915
Net income		—		—			—			—			1,261,266			1,261,266			16,267			1,277,533
Dividends		—		—			—			—			(168,317	)		(168,317	)		(1,286	)		(169,603	)
Change in capital surplus of consolidated subsidiaries		—		—			(7,928	)		7,930			—			2			—			2
Changes in non-controlling interests due to acquisition of subsidiary		—		—			—			—			—			—			16,823			16,823
Gain on valuation of available-for-sale financial assets		—		—			—			12,296			—			12,296			290			12,586
Share of other comprehensive loss of joint ventures and associates		—		—			—			(7,937	)		—			(7,937	)		—			(7,937	)
Gain on foreign currencies translation of foreign operations		—		—			—			22,436			—			22,436			6,276			28,712
Remeasurement of the net defined benefit liability		—		—			—			34,182			—			34,182			(20	)		34,162
Gain on valuation of cash flow hedge		—		—			—			10,371			—			10,371			—			10,371
Dividends to hybrid securities		—		—			—			—			(206,515	)		(206,515	)		—			(206,515	)
Issuance of hybrid securities		—		549,904			—			—			—			549,904			—			549,904
Repayment of hybrid securities		—		(309,010	)		—			—			(990	)		(310,000	)		—			(310,000	)

December 31, 2016		3,381,392		3,574,896			286,331			(1,468,025	)		14,611,566			20,386,160			159,793			20,545,953

WOORI BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


	2016			2015
	(Korean Won in millions)
Cash flows from operating activities:
Net income		1,277,533			1,075,392
Adjustments:
Income tax expense		275,856			376,554
Interest income		(8,512,312	)		(8,698,235	)
Interest expense		3,492,768			3,936,335
Dividend income		(184,510	)		(102,923	)

		(4,928,198	)		(4,488,269	)

Additions of expenses not involving cash outflows:
Impairment losses on credit loss		834,076			966,646
Loss on available-for-sale financial assets		1,035			3,281
Loss on valuation of investments in subsidiaries and associates		56,264			111,487
Loss on transaction / valuation of derivative instruments (hedging)		98,981			20,982
Loss on hedged items (fair value hedge)		475			56,532
Provisions		34,774			72,062
Retirement benefits		152,609			132,131
Depreciation and amortization of premises and equipment, intangible assets and investment properties		252,031			240,764
Loss on disposal of investments in joint ventures and associates		15,060			10
Loss on disposal of premises and equipment and other assets		9,718			2,707
Impairment loss on premises and equipment and other assets		1,936			2,990

		1,456,959			1,609,592

Deduction of revenues not involving cash inflows:
Gain on valuation of financial instruments at fair value through profit or loss		75,690			55,773
Gain on valuation of investments in subsidiaries and associates		36,757			41,363
Gain on transaction / valuation of derivative instruments (hedging)		130			59,003
Gain on hedged items (fair value hedge)		99,302			25,235
Reversal of provisions		1,396			854
Gain on disposal of investments in joint ventures and associates		23,457			61,653
Gain on disposal of premises and equipment and other assets		1,885			6,814
Reversal of impairment loss on premises and equipment and other assets		3,581			539

		242,198			251,234

Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss		(99,581	)		(495,507	)
Loans and receivables		(14,433,390	)		(23,150,910	)
Other assets		219,323			1,922
Deposits due to customers		11,878,628			20,620,287
Provision		34,376			(66,399	)
Net defined benefit liability		(261,097	)		(255,585	)
Other financial liabilities		5,158,055			1,205,411
Other liabilities		(6,163	)		(91,116	)

		2,490,151			(2,231,897	)

Cash received from (paid for) operating activities:
Interest income received		8,511,349			8,692,851
Interest expense paid		(3,593,358	)		(4,355,880	)
Dividends received		184,674			100,368
Income tax paid		(251,627	)		(534,829	)

Net cash provided by (used in) operating activities		4,905,285			(383,906	)

(Continued)

WOORI BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (CONTINUED)


	2016			2015
	(Korean Won in millions)
Cash flows from investing activities:
Cash in-flows from investing activities:
Disposal of available-for-sale financial assets		20,395,744			18,426,846
Redemption of held-to-maturity financial assets		8,462,346			6,404,711
Disposal of investments in joint ventures and associates		97,135			75,599
Disposal of premises and equipment		63			18,600
Disposal of intangible assets		4,325			1,782
Disposal of assets held-for-sale		22,723			3,711
Cash in-flow related to derivatives for risk hedge		—			56,956

		28,982,336			24,988,205

Cash out-flows from investing activities:
Net cash flows through business combination		132,301			38,535
Acquisition of available-for-sale financial assets		23,844,849			16,305,797
Acquisition of held-to-maturity financial assets		8,818,376			7,138,013
Acquisition of investments in joint ventures and associates		43,281			1,098
Acquisition of investment properties		4,428			—
Acquisition of premises and equipment		131,009			129,454
Acquisition of intangible assets		191,161			97,891
Cash out-flow related to derivatives for risk hedge		42,544			3,273

		33,207,949			23,714,061

Net cash provided by (used in) investing activities		(4,225,613	)		1,274,144

Cash flows from financing activities:
Cash in-flows from financing activities:
Increase in borrowings		8,259,380			12,674,649
Issuance of debentures		15,848,055			13,502,777
Issuance of hybrid securities		549,904			795,179
Change in ownership interest of subsidiaries		—			3,787

		24,657,339			26,976,392

Cash out-flows from financing activities:
Decrease in borrowings		9,524,626			10,346,919
Repayment of debentures		14,118,720			16,425,353
Payment of dividends		168,317			504,952
Dividends paid on hybrid securities		201,328			179,758
Repayment of hybrid securities		310,000			—
Dividends paid on non-controlling interests		1,286			824

		24,324,277			27,457,806

Net cash provided by (used in) financing activities		333,062			(481,414	)

Net increase in cash and cash equivalents		1,012,734			408,824
Cash and cash equivalents, beginning of the period		6,644,055			5,962,861
Effects of exchange rate changes on cash and cash equivalents		(65,465	)		272,370

Cash and cash equivalents, end of the period		7,591,324			6,644,055

WOORI BANK

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2016 AND 2015


	December 31, 2016		December 31, 2015
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		6,104,029		5,440,326
Financial assets at fair value through profit or loss		4,076,872		3,569,625
Available-for-sale financial assets		18,105,862		15,869,654
Held-to-maturity financial assets		13,792,266		13,527,452
Loans and receivables		241,508,048		231,083,160
Investments in subsidiaries and associates		3,779,169		3,730,247
Investment properties		348,393		344,892
Premises and equipment		2,342,280		2,341,506
Intangible assets		242,230		187,520
Assets held for sale		2,342		17,904
Deferred tax assets		162,211		172,368
Derivative assets		140,577		183,128
Net defined benefit assets		70,938		—
Other assets		96,926		109,126

Total assets		290,772,143		276,576,908

LIABILITIES
Financial liabilities at fair value through profit or loss		3,793,479		3,448,180
Deposits due to customers		211,382,380		201,353,128
Borrowings		16,060,821		18,760,947
Debentures		18,166,057		17,259,749
Provisions		380,473		467,887
Net defined benefit liability		—		45,678
Current tax liabilities		148,672		77,190
Derivative liabilities		7,221		—
Other financial liabilities		20,827,284		16,111,469
Other liabilities		153,238		163,362

Total liabilities		270,919,625		257,687,590

(Continued)

WOORI BANK

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2016 AND 2015 (CONTINUED)


	December 31, 2016		December 31, 2015
	(Korean Won in millions)
EQUITY
Capital stock		3,381,392		3,381,392
Hybrid securities		3,574,896		3,334,002
Capital surplus		269,533		269,533
Other equity		138,542		106,016
Retained earnings
(Regulatory reserve for credit loss as of December 31, 2016 and 2015 is 1,880,447 million Won and 1,382,443 million Won, respectively)
(Regulatory reserve for credit loss to be reserved as of December 31, 2016 and 2015 is 136,895 million Won and 498,004 million Won, respectively)
(Planned provision of regulatory reserve for credit loss as of December 31, 2016 and 2015 is 136,895 million Won and 498,004 million Won, respectively)		12,488,155		11,798,375

Total equity		19,852,518		18,889,318

Total liabilities and equity		290,772,143		276,576,908

WOORI BANK

SEPARATE STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


	2016			2015
	(Korean Won in millions, except for per share data)
Interest income		7,376,713			7,648,918
Interest expense		(3,154,266	)		(3,596,439	)

Net interest income		4,222,447			4,052,479
Fees and commissions income		989,806			978,519
Fees and commissions expense		(146,923	)		(122,176	)

Net fees and commissions income		842,883			856,343
Dividend income		220,015			169,009
Net gain on financial instruments at fair value through profit or loss		97,225			220,282
Net loss on available-for-sale financial assets		35,525			(7,960	)
Impairment losses due to credit loss		(640,443	)		(766,169	)
General and administrative expenses		(3,115,371	)		(2,846,490	)
Other net operating expenses		(391,780	)		(587,122	)

Operating income		1,270,501			1,090,372
Share of losses of subsidiaries and associates		(13,970	)		(21,584	)
Net other non-operating income		54,114			166,219

Non-operating income		40,144			144,635
Net income before income tax expense		1,310,645			1,235,007

Income tax expense		(245,043	)		(300,418	)

Net income
(Net income after the provision of regulatory reserve for credit loss for the years ended December 31, 2016 and 2015 are 928,707 million Won and 436,585 million Won, respectively)		1,065,602			934,589

Remeasurement of the net defined benefit liability		33,191			(73,591	)

Items that will not be reclassified to profit or loss		33,191			(73,591	)
Gain (loss) on valuation of available-for-sale financial assets		(10,026	)		46,860
Gain on foreign currencies translation of foreign operations		9,361			18,148

Items that may be reclassified to profit or loss		(665	)		65,008
Other comprehensive income (loss), net of tax		32,526			(8,583	)
Total comprehensive income		1,098,128			926,006

Net income per share
Basic and diluted earnings per common share (in Korean Won)		1,277			1,116

WOORI BANK

SEPARATE STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


	Capital stock		Hybrid securities			Capital surplus		Other equity			Retained earnings			Total
January 1, 2015		3,381,392		2,538,823			269,533		(695,522	)		12,362,179			17,856,405
Net income		—		—			—		—			934,589			934,589
Dividends		—		—			—		—			(504,952	)		(504,952	)
Gain on valuation of available-for-sale financial assets		—		—			—		46,860			—			46,860
Gain on foreign currency translation of foreign operations		—		—			—		18,148			—			18,148
Remeasurement of the net defined benefit liability		—		—			—		(73,591	)		—			(73,591	)
Dividends to hybrid securities		—		—			—		—			(183,320	)		(183,320	)
Issuance of hybrid securities		—		795,179			—		—			—			795,179
Redemption of hybrid securities		—		—			—		3,481			(3,481	)		—
Appreciation of merger losses		—		—			—		806,640			(806,640	)		—

December 31, 2015		3,381,392		3,334,002			269,533		106,016			11,798,375			18,889,318

January 1, 2016		3,381,392		3,334,002			269,533		106,016			11,798,375			18,889,318
Net income		—		—			—		—			1,065,602			1,065,602
Dividends		—		—			—		—			(168,317	)		(168,317	)
Loss on valuation of available-for-sale financial assets		—		—			—		(10,026	)		—			(10,026	)
Gain on foreign currency translation of foreign operations		—		—			—		9,361			—			9,361
Remeasurement of the net defined benefit liability		—		—			—		33,191			—			33,191
Dividends to hybrid securities		—		—			—		—			(206,515	)		(206,515	)
Issuance of hybrid securities		—		549,904			—		—			—			549,904
Retirement of treasury stocks		—		(309,010	)		—		—			(990	)		(310,000	)

December 31, 2016		3,381,392		3,574,896			269,533		138,542			12,488,155			19,852,518

WOORI BANK

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


	2016			2015
	(Korean Won in millions)
Cash flows from operating activities:
Net income		1,065,602			934,589
Adjustment to net income:
Income tax expense		245,043			300,418
Interest income		(7,376,713	)		(7,648,918	)
Interest expense		3,154,266			3,596,439
Dividend income		(264,586	)		(216,264	)

		(4,241,990	)		(3,968,325	)

Additions of expenses not involving cash outflows:
Impairment losses due to credit loss		640,443			766,169
Loss on available-for-sale financial assets		—			7,960
Share of losses of investments in subsidiaries and associates		13,970			21,584
Loss on transaction of derivatives / valuation of derivatives		98,962			20,982
Loss on fair value hedged items		475			56,532
Provision for guarantee and loan commitment		19,238			52,939
Retirement benefits		141,581			122,894
Depreciation and amortization		171,522			150,909
Loss on disposal of premises and equipment and other assets		9,563			2,616
Impairment loss on premises and equipment and other assets		279			970

		1,096,033			1,203,555

Deductions of revenues not involving cash inflows:
Gain on valuation of financial instruments at fair value through profit or loss		71,226			50,276
Gain on available-for-sale financial assets		35,525			—
Gain on transaction of derivatives / valuation of derivatives (hedging)		130			59,003
Gain on fair value hedged items (Fair value hedge)		99,302			25,235
Reversal of provisions		1,395			676
Gain on disposal of investment in subsidiaries and associates		3,679			673
Gain on disposal of premises and equipment and other assets		1,712			6,732
Reversal of impairment loss on premises and equipment and other assets		630			439

		213,599			143,034

(Continued)

WOORI BANK

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (CONTINUED)


	2016			2015
	(Korean Won in millions)
Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss		(90,722	)		355,783
Loans and receivables		(11,014,137	)		(21,432,772	)
Other assets		12,914			15,198
Deposits due to customers		10,029,252			20,059,610
Provision		(72,130	)		(93,968	)
Net defined benefit liability		(214,451	)		(217,733	)
Other financial liabilities		4,863,280			505,121
Other liabilities		(7,136	)		(120,767	)

		3,506,870			(929,528	)

Cash received from (paid for) operating activities:
Interest income received		7,380,611			7,605,766
Interest expense paid		(3,269,267	)		(3,939,922	)
Dividend received		262,410			216,264
Income tax paid		(173,788	)		(459,573	)

Net cash provided by operating activities		5,412,882			519,792

Cash flows from investing activities:
Cash in-flows from investing activities:
Disposal of available-for-sale financial assets		20,060,795			17,885,682
Redemption of held-to-maturity financial assets		8,462,346			6,358,341
Disposal of investments in subsidiaries and associates		73,293			50,848
Disposal of premises and equipment		50			18,288
Disposal of intangible assets		1,077			—
Disposal of assets held for sale		22,723			2,404
Cash in-flow related to derivatives for risk hedge		—			56,956

		28,620,284			24,372,519

Cash out-flows from investing activities:
Acquisition of available-for-sale financial assets		22,141,241			15,958,307
Acquisition of held-to-maturity financial assets		8,794,579			7,131,185
Acquisition of investments in subsidiaries and associates		270,356			73,787
Acquisition of investment properties		718			—
Acquisition of premises and equipment		107,097			104,078
Acquisition of intangible assets		159,528			71,109
Cash out-flow related to derivatives for risk hedge		42,544			3,273

		31,516,063			23,341,739

Net cash provided by (used in) investing activities		(2,895,779	)		1,030,780

(Continued)

WOORI BANK

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (CONTINUED)


	2016			2015
	(Korean Won in millions)
Cash flows from financing activities:
Cash in-flows from financing activities:
Increase in borrowings		6,502,596			12,081,766
Issuance of debentures		6,068,723			5,317,741
Issuance of hybrid securities		549,904			795,179

		13,121,223			18,194,686

Cash out-flows from financing activities:
Repayment of borrowings		9,203,565			9,458,938
Repayment of debentures		5,100,720			9,081,373
Dividends paid		168,317			504,952
Redemption of hybrid securities		310,000			—
Dividends paid on hybrid securities		201,328			179,758

		14,983,930			19,225,021

Net cash used in financing activities		(1,862,707	)		(1,030,335	)

Net increase in cash and cash equivalents		654,396			520,237
Cash and cash equivalents, beginning of the period		5,440,326			4,668,916
Effects of exchange rate changes on cash and cash equivalents		9,307			251,173

Cash and cash equivalents, end of the period		6,104,029			5,440,326

Statements of appropriations of retained earnings (plan) are as follows

(Unit: Korean Won in millions):


	2016			2015
Unappropriated retained earnings:
Beginning of year		111			5
Net income		1,065,602			934,589
Interim dividend		—			(168,317	)
Dividend on/repayment of hybrid equity securities		(207,505	)		(183,320	)

		858,208			582,957

Transfer from retained earnings:
Provision of revaluation excess		1,944			6,457
Additional reserve		—			176,000

		1,944			182,457

Retirement of treasury stocks		—			3,481
Appropriation of retained earnings:
Legal reserve		107,000			94,000
Regulatory reserve for credit loss		136,895			498,004
Other reserve		1,036			1,501
Cash dividend (Dividend per share (%)) 2016: 400 Won (8.0%), 2015: 250 Won (5.0%)		269,308			168,317
Additional reserve		345,700			—

		859,939			761,822

Unappropriated retained earnings to be carried forward to next year		213			111

Appendix B. Amendments to the Articles of Incorporation (the “AOI”)


Current Provisions	Proposed Amendment	Reason for Amendment
Article 1 ~ Article 41 (Omitted)	Article 1 ~ Article 41 (Omitted)

Article 42 (Composition of Audit Committee) ① (Omitted) ② The Audit Committee shall consist of three or more Directors. Two-thirds or more of the members of the Audit Committee shall be outside Directors. The Audit Committee shall have one or more members who are not outside Directors (“standing Audit Committee members”). ③ ~ ⑥ (Omitted)	Article 42 (Composition of Audit Committee) ① (Omitted) ② The Audit Committee shall consist of three or more Directors. Two-thirds or more of the members of the Audit Committee shall be outside Directors. The Audit Committee may have members who are not outside Directors (“standing Audit Committee members”). ③ ~ ⑥ (Omitted)	Improvement of Audit Committee Operations

Article 43 ~ Article 51-2 (Omitted)	Article 43 ~ Article 51-2 (Omitted)

(New insertion of Addenda)	(Addenda)

	These Articles of Incorporation shall become effective as of June 30^th, 2017.

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: March 6, 2017				By: /s/ Hyun Seok Shin
				(Signature)

				Name: Hyun Seok Shin
				Title: Executive Vice President