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 2005
Woori Finance Holdings Co., Ltd.
(Translation of registrant’s name into English)
203, Hoehyon-dong, 1-ga, Chung-gu, Seoul, 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 X 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.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
Exhibit 99.1
Announcement of the Annual General Meeting of Shareholders for Fiscal Year 2004
The Board of Directors of Woori Finance Holdings passed a resolution to hold the annual general meeting of shareholders on March 28, 2005.
Key Details Relating to the Annual General Meeting of Shareholders
| • | Meeting Date and Time: March 28, 2005; 10:00 a.m. |
| • | Venue: 203, Hoehyon-dong 1-ga, Woori Bank head office building, 5th floor, Chung-ku, Seoul, Korea |
| • | Agenda: |
| 1) | Approval of non-consolidated financial statements for the fiscal year 2004 |
| 2) | Appointment of directors |
| 3) | Appointment of candidates for the members of the Audit Committee who are non-executive directors |
| 4) | Approval of directors’ compensation limit |
| 5) | Approval of stock options for directors and management level officers |
| • | Board of Directors’ Resolution Date: March 2, 2005 |
| • | Agenda details |
– Appointment of directors (candidate)
| Name |
Date of Birth |
Key Experience | ||
| Seung Hee Park |
Jan. 19, 1951 | - Current Senior Managing Director of Woori Finance Holdings - Director at the Korea Deposit Insurance Corp. |
– Appointment of non-standing directors (candidates) as Audit Committee members
| Name |
Date of Birth |
Work & Academic Background | ||
| Je-Hoon Lee |
Jan. 2, 1940 | - Current) President of the Korea BBB Association - CEO & President of The Joongang Ilbo - B.A. in History, Seoul National University - M.A. in Journalism, Seoul National University | ||
| Sung-Tae Ro |
Sep. 3, 1946 | - Current) Dean of Business School at Myongji University - Chief Editor of The Korea Economic Daily - B.A. in Economics, Seoul National University - Ph.D. in Economics, Harvard University | ||
| Oh-Seok Hyun |
May 5, 1950 | - Current) President of the Trade Research Institute, Korea Int’l Trade Association - Former employee at the Ministry of Finance and Economy - B.A. in Business Administration, Seoul National University - Ph.D. in Economics, University of Pennsylvania | ||
| Dosoung Choi |
Sep. 18, 1952 | - Current) Professor of Finance at Seoul National University - Chairman of the Korean Securities Association - B.A. in Business Administration, Seoul National University - Ph.D. in Finance, Pennsylvania State University | ||
| Chung-Sook Moon |
March 30, 1955 | - Current) Professor of Economics at Sookmyung Women’s University - B.A. in Home Management, Sookmyung University - Ph.D. in Consumer Economics, Kansas State University | ||
| Sung-Hwan Bae |
Nov. 25, 1956 | - Current) Director of the Receivership & Collection Department, Korea Deposit Insurance Corporation - Banking Supervisory Authority of the Bank of Korea - Member, Board of Directors of Seoul Guarantee Insurance - B.A. in Business Administration at Yeungnam University - Masters in Economics, University of Illinois - Ph.D. in Business Administration, SungKyunKwan University | ||
| Woon-Youl Choi |
April 2, 1950 | - Current) Dean of the Business School at Sogang University - Member of the Monetary Policy Committee - B.A. in Business Administration, Seoul National University - Ph.D. in Finance, University of Georgia | ||
Exhibit 99.2
Resolution Relating to Woori Finance Holdings’ Dividend Payment
The Board of Directors of Woori Finance Holdings passed a resolution recommending a cash dividend of KRW150 per common share.
Key Details
(Unit: millions of KRW)
| Items |
FY 2004 |
FY 2003 |
||||
| Dividend per share |
150 | 100 | ||||
| Dividend Amount |
119,497,951,650 | 77,550,491,000 | ||||
| Net Income |
1,292,492,834,102 | 184,455,102,905 | ||||
| Outstanding Common Stock |
796,455,558 | 775,504,910 | ||||
| Dividend Ratio |
1.8 | % | 1.5 | % |
| • | This dividend is payable to all holders of outstanding common stock as of December 31, 2004. |
| • | Expected dividend disbursement date : April 15, 2005 |
| * | This dividend may be adjusted as a result of the annual general meeting of shareholders and/or evaluation made by the external auditor. |
Exhibit 99.3
Resolution to Grant Stock Options
The Board of Directors of Woori Finance Holdings passed a resolution to grant stock options to 49 directors and management officers of the holding company and its subsidiaries.
Key Details
| Items |
Details | |
| Beneficiaries of stock options | Holding company : 10 individuals Subsidiaries : 39 individuals Total : 49 individuals | |
| Stock option limit | 7,964,555 shares | |
| Outstanding stock options | 1,260,000 shares | |
| Stock options granted | 1,635,000 shares | |
| Exercise method | · Issue of new shares · Provision of treasury shares · Payment of difference between exercise price and actual price | |
| Exercise price | 9,282 won (common shares) | |
| Effective date of stock option | March 2, 2005 | |
| Board of Directors’ resolution | March 2, 2005 | |
| Exercise period | March 2, 2007 ~ March 1, 2010 |
| * | In accordance with Article 8 of Woori Finance Holdings’ Articles of Association, the granting of stock options requires to be approved at the earliest Annual General Shareholders’ Meeting. Hence, this issue will be on the agenda at the AGM for FY2004. |
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 Finance Holdings Co., Ltd. (Registrant) | ||||
| Date: March 3, 2005 |
By: | /s/ Young Sun Kim | ||
| (Signature) | ||||
| Name: | Young Sun Kim | |||
| Title: | Director | |||