KB Financial : Separate Statements of Financial Position December 31, 2023 and 2022 - Form 6-K

Approval of financial statements and the proposed dividend payment for fiscal year 2023

Appointment of directors (one non-standing director and three non-executive directors)

Non-Standing Director Candidate: Jae Keun Lee

Non-Executive Director Candidate: Gyutaeg Oh

Non-Executive Director Candidate: Jaehong Choi

Non-Executive Director Candidate: Myong-Hwal Lee

Appointment of a non-executive director, who will serve as a member of the Audit Committee

Director Candidate: Seon-joo Kwon

Appointment of members of the Audit Committee, who are non-executive directors

Audit Committee Member Candidate: Whajoon Cho

Audit Committee Member Candidate: Gyutaeg Oh

Audit Committee Member Candidate: Sung-Yong Kim

Approval of the aggregate remuneration limit for directors

Separate Financial Statements for Fiscal Year 2023

Consolidated Financial Statements for Fiscal Year 2023

Agendum

Name

Date of Birth

Nominator

BoD

Meeting

Attendance

Rate for FY2023

Term of Office

2-1)  Appointment of Non-Standing Director

2-2)  Appointment of Non-Executive Director

2-3)  Appointment of Non-Executive Director

2-4)  Appointment of Non-Executive Director

Name

Current

Position

Career

Jae Keun Lee

(Re-appointment)⁽³⁾

•  President & CEO, Kookmin Bank

•  President & CEO, Kookmin Bank (Jan. 2022~Present)

•  Senior Executive Vice President, Head of the Sales Group, Kookmin Bank (Jan. 2020~Dec. 2021)

•  Senior Managing Director, Head of the Strategy & Finance Planning Group, Kookmin Bank (Jan. 2019~Dec. 2019)

•  Managing Director, Head of the Strategy & Finance Planning Group, Kookmin Bank (Jan. 2018~Dec. 2018)

•  Managing Director & CFO, KB Financial Group (Jan. 2017~Dec. 2017)

•  General Manager, Financial Planning Department, KB Financial Group (Jan. 2015~Dec. 2016)

•  General Manager, Pangyo Techno Valley Branch, Kookmin Bank (Jul. 2013~Jan. 2015)

•  Chief Secretary, Secretariat, KB Financial Group (Jan. 2013~Jul. 2013)

(1) The nominee (i) has not engaged in any transaction with KB Financial Group in the past three years and (ii) does not have any relationship with the largest shareholder of KB Financial Group.

The nominee (i) owes no delinquent taxes, (ii) does not belong to the management of an insolvent company and (iii) is not subject to any legal grounds for disqualification.

The nominee's term of office is scheduled to expire on the date of KB Financial Group's 17^th annual general meeting of shareholders, which is currently expected to be held in March 2025.

Name

Main

Position

Career

Gyutaeg Oh

(Re-appointment)

•  Professor, School of Business Administration, Chung-Ang University (Mar. 1995~Feb. 2024)

•  Director, Emerging Infrastructure Fund (Jan. 2007~Jan. 2020)

•  Non-Executive Director, Moa Savings Bank Co., Ltd (Mar. 2018~Jan. 2020)

•  Non-Executive Director, Volkswagen Financial Service Korea (Apr. 2016~Mar. 2017)

•  Risk Management Committee Member, Korea Technology Finance Corporation (Jan. 2013~Mar. 2017)

•  Risk Management Committee Member, Evaluation and Compensation Committee Chair and Fund Management Evaluation Committee Member, National Pension Service (Feb. 2007~Dec. 2016)

•  Dean, College of Business and Economics, Chung-Ang University (Jan. 2014~Jan. 2016)

•  Public Funds Oversight Committee Member, Disposal Review Sub-Committee Chair, Financial Services Commission (Sept. 2011~Sept. 2015)

•  Professor, Startup College, Gachon University

•  Professor, Startup College, Gachon University (Sept. 2023~Current)

•  Chief Director, Gangwon Center for Creative Economy and Innovation (May 2022~Current)

•  Professor, Department of Multimedia & IT Engineering, Gangneung-Wonju National University (Sept.1992~Aug. 2023)

•  Senior Research Fellow, Korea Institute of Finance

•  Non-Executive Director, Kakao Corp. (Oct. 2014~Mar. 2020)

Myong-Hwal Lee

(New appointment)

•  Director, Center for International Financial Cooperation, Korea Institute of Finance (Mar. 2023~Current)

•  Senior Research Fellow, Korea Institute of Finance (Apr. 2018~Current)

•  Non-Executive Director, Woori Financial Capital Co., Ltd. (Sept. 2021~Current)⁽⁴⁾

•  Member, Sanction Review Committee, Financial Supervisory Service (Nov. 2019~Nov. 2022)

•  Member, Postal Services Steering Committee (Apr. 2018~Apr. 2022)

•  Non-Executive Director, Korea Federation of Savings Banks (Mar. 2016~Mar. 2019)

•  Member, Creditors' Coordination Committee (Jun. 2016~Nov. 2018)

•  Vice President, Korea Money and Finance Association (Jun. 2016~Jun. 2018)

•  Vice President, Korea Institute of Finance (Apr. 2016~Mar. 2018)

•  Director of Research Strategy and External Affairs Division, Korea Institute of Finance (Jan. 2016~Apr. 2016)

•  Disposal Review Sub-Committee Member, Public Funds Oversight Committee, Financial Services Commission (Oct. 2013~Jul. 2014)

•  Non-Standing Director, Korea Housing Finance Corporation (Jan. 2014~Jul. 2014)

(1) Pursuant to Article 3 of the Internal Rules on Governance Structure of KB Financial Group, details regarding the recommendation of non-executive director candidates have been posted on the website of KB Financial Group as well as the website of the Korea Federation of Banks.

None of the nominees (i) has engaged in any transaction with KB Financial Group in the past three years or (ii) has any relationship with the largest shareholder of KB Financial Group.

None of the nominees (i) owes any delinquent taxes, (ii) belongs to the management of an insolvent company or (iii) is subject to any legal grounds for disqualification.

Term of office is expected to expire prior to March 22, 2024.

Name

Goals and Objectives

•  He will carry out the designated roles and responsibilities of a non-executive director to fulfill the Group's mission of "providing financial services to deliver changes for a happier life and a better world."

•  He has accumulated expertise in finance and economics based on his past experiences serving as a professor at the School of Business Administration of Chung-Ang University, a member of the Financial Development Commission of the Financial Services Commission, the evaluation and compensation committee chair of the National Pension Service, a member of the Public Funds Oversight Committee and the sub-committee chair of the Financial Services Commission. Furthermore, he has a high level of insight into the role of a non-executive director and the importance of corporate governance in enhancing corporate value based on his experiences serving not only as a non-executive director at Kiwoom Securities and Moa Savings Bank but also as the chair of KB Financial Group's ESG Committee for four years.

•  As an expert in the field of economics and finance, he will contribute to enhancing the financial soundness and managerial transparency of the Group by independently and rationally presenting alternative ideas to the Group's management plans and major decision-making processes, and devote his efforts to achieving a sustainable growth for the Group.

•  Furthermore, he will diligently fulfill his duties as a non-executive director by closely examining whether the Group is doing its best to establish a transparent and stable governance structure for the protection of various stakeholders' interests, including shareholders and financial consumers, and ensuring compliance with ethical and legal standards, as well as the appropriate management of risks.

•  He will carry out the designated roles and responsibilities of a non-executive director to fulfill the Group's mission of "providing financial services to deliver changes for a happier life and a better world."

•  He has accumulated expertise in the mobile, platform, metaverse and startup industries based on his past experiences serving as a professor at the department of multimedia & IT engineering of Gangneung-Wonju National University, the chief director at the Gangwon Center for Creative Economy and Innovation, a judge for the Korea Mobile Application Award, and a non-executive director at Kakao Corp. as well as his current experience serving as a professor at the Startup College of Gachon University.

•  Leveraging his knowledge in the digital and IT fields, he will actively provide a variety of opinions to facilitate organic collaboration across the entire information and communications technology ("ICT") sector, including digital platforms, artificial intelligence ("AI") and data-related fields of the Group. Furthermore, he will faithfully perform his role as a non-executive director to ensure that the Group solidifies its position as "the No. 1 Digital Financial Group, a lifelong financial partner that will grow together with the people."

•  He will actively participate in the decision-making processes of the board of directors after diligently procuring and thoroughly examining a sufficient amount of relevant information, maintaining his independence as a non-executive director and acting in the best interests of both the shareholders and financial customers of the Group.

Name

Goals and Objectives

•  He will carry out the designated roles and responsibilities of a non-executive director to fulfill the Group's mission of "providing financial services to deliver changes for a happier life and a better world."

•  He has accumulated knowledge and practical experience in the overall financial sector by serving at the Bank of Korea, and accumulated great expertise and insight in macroeconomics, international financial markets and risk management through his experiences serving at the Korea Institute of Finance as the vice president, the director of the Macroeconomics·International Finance Research Division, and the director of the Corporate Debt Research Division.

•  Leveraging his expertise in finance and risk management, he has served as a non-executive director at various financial companies including Woori Financial Capital Co., Ltd. and the Korea Federation of Savings Banks. In addition, he made significant contributions to the development of the financial industry while serving as an advisor for financial policies by providing his advice on the qualitative growth of financial markets and institutions, and emphasizing the importance of risk management.

•  In the midst of uncertainty in the financial markets, he will provide thoughtful opinions and solutions to strengthen the financial soundness and risk management system of the Group. In addition, he will contribute to the stable operation of the Group's global business by leveraging his expertise in the international finance markets.

•  He will actively participate in the decision-making processes of the board of directors after diligently examining a sufficient amount of relevant information, and strive to further the development of the Group by offering a variety of solutions to the main issues at hand based on his expertise in finance, risk management and economics.

Name

Reasons for Recommendation

•  The nominee possesses extensive experience in the core functions within the Group, including sales, financial planning and strategy, along with a broad perspective on the operational field. The nominee has served as the President and CEO of Kookmin Bank, the Group's largest subsidiary, since January 2022.

•  Furthermore, the nominee has demonstrated outstanding management performance during his tenure as the CEO of Kookmin Bank, despite the challenging business environment caused by the impact of the COVID-19 pandemic and the global economic downturn. He is also highly trusted and supported by the management and employees for his proactive leadership and excellent execution capabilities.

•  The nominee satisfies all of the relevant legal requirements and the Group's internal requirements to become a non-standing director. The board of directors believes that the nominee, based on his extensive experience and expertise, would assist the board of directors in making rational decisions by providing opinions and solutions to the various challenges and tasks that the Group may face in the current uncertain business environment, and therefore recommends the nominee to be elected as the non-standing director of the Group.

•  The nominee is a leading expert in finance who has served as a professor at the School of Business Administration of Chung-Ang University after receiving a Ph.D. in economics. He has also served as a member of the Financial Development Commission of the Financial Services Commission, the Evaluation and Compensation Committee Chair of the National Pension Service, a member of the Public Funds Oversight Committee and the Sub-Committee Chair of the Financial Services Commission.

•  While serving as the chair of the Group's ESG committee (first ESG committee to ever be established among financial holding companies in Korea) for four years, the nominee demonstrated excellent leadership by leading the ESG committee with a balanced approach, taking the lead in ESG initiatives to enhance customer trust and create sustainable value.

•  He provided directions to ensure a substantial ESG management at the group level, leading the Group to be recognized for its excellent ESG capabilities domestically and internationally. As of 2023, this includes achieving an A+ rating in all sectors for four consecutive years in the ESG assessments conducted by the Korea Institute of Corporate Governance and Sustainability, and eight consecutive years of inclusion in the DJSI World Index.

•  The nominee, as a member of the board of directors and a member of the risk management committee, provided his advice to ensure that adequate resources are allocated to the recovery and resolution plan, particularly in response to the increasing risks in digital and contactless sectors. He has also proposed ongoing improvements to credit risk management techniques, taking various factors and considerations into account.

•  The board of directors believes that the nominee, based on his highest level of expertise and insight in economics and finance, will significantly contribute to the Group's sustainable growth and enhance its risk management capabilities. Therefore, the board of directors recommends this nominee to be elected as a non-executive director of the Group.

•  The nominee is a leading ICT expert with a degree in electronic engineering, who has served as a professor of the Department of Multimedia & IT Engineering at Gangneung-Wonju National University for thirty-one years, a judge for the Korea Mobile Application Award, an advisor at NHN Japan Corp., and an advisor at e-Samsung Japan Corp. Furthermore, he currently serves as a professor at the Startup College of Gachon University based on his experience serving as a non-executive director of Kakao Corp., a leading platform company in Korea, and his excellent incubating capabilities in discovering promising innovative startups for entrepreneurship.

•  As the chair of the Group's non-executive director nominating committee, the nominee operated the committee with independence, a strong sense of duty and commitment to ensure that the Group's non-executive director candidate recommendation process consistently received positive evaluations from the market and shareholders so that it could continue to be recognized as a model example within the financial industry.

•  Furthermore, the nominee, as an expert in the digital/IT fields, made significant contributions to enhancing the competitiveness of the Group's platform services and provided advice on innovation in AI and cloud-related initiatives. He actively participated in events such as CES, MWC, and the Group's digital/IT workshops, sharing digital strategic directions with employees and facilitating communication. His substantial contributions have played a pivotal role in driving the Group's digital transformation.

Name

Reasons for Recommendation

•  The board of directors believes that the nominee, based on his expertise in the ICT field as well as his experience and know-how accumulated from having served as a non-executive director of a major tech company, will make a significant contribution to the Group's achievement of "Digital First." Therefore, the board of directors recommends this nominee to be elected as a non-executive director of the Group.

•  The nominee currently serves as a senior research fellow and a director of Center for International Financial Cooperation at the Korea Institute of Finance, with a Ph.D. in economics and specialty in macroeconomics. In addition to his extensive knowledge and insight in the overall financial sector, the nominee possesses expertise in international financial markets.

•  After gaining practical experience by serving at the Bank of Korea, the nominee moved to the Korea Institute of Finance and served in various positions including as the vice president, the director of the Macroeconomics·International Finance Research Division, the director of the Corporate Debt Research Division, and the director of the Research Strategy and External Affairs Division, and the nominee demonstrated excellent expertise in the financial industry-related policies and risk management.

•  Furthermore, the nominee has accumulated extensive experience and expertise as a non-executive director of various financial institutions, including Woori Financial Capital Co., Ltd., Korea Federation of Savings Banks and SCI Information Service Inc. He has been recognized for seeking rational and efficient solutions through a clear assessment of the underlying situation.

•  While serving at the Korea Institute of Finance, the nominee provided extensive analyses and alternative solutions for national public policies, management directions for private enterprises and ample analyses on the issues and directions for the risk management of domestic and international financial groups. He has also published numerous research papers on the risk management of banks, and also engaged in various research activities related to national, corporate and private debt.

•  The board of directors believes that the nominee, based on his specialized knowledge in economics, finance and risk management, as well as his deep understanding of the international financial market, will make significant contributions to the Group by providing directions on the Group's financial/risk guidance and global business policies. Therefore, the board of directors recommends this nominee to be elected as a non-executive director of the Group.

Agendum

Name

Nominator

Term of Office

3)  Appointment of Non-Executive Director, Who Will Serve as a Member of the Audit Committee

(1) The above appointment of a non-executive director, who will serve as a member of the Audit Committee, will take place separately from the appointment of other directors, pursuant to Article 19, Paragraph (5) of the Act on Corporate Governance of Financial Companies.

Name

Main

Position

Career

•  Visiting Scholar, Korea Institute of Finance (Apr. 2017~Apr. 2018)

•  Chairman & CEO, Industrial Bank of Korea (Dec. 2013~Dec. 2016)

•  Head of the Risk Management Division and the Financial Consumer Protection Center, Industrial Bank of Korea (Jan. 2013~Dec. 2013)

(1) Pursuant to Article 3 of the Internal Rules on Governance Structure of KB Financial Group, details regarding the recommendation of non-executive director candidates have been posted on the website of KB Financial Group as well as the website of the Korea Federation of Banks.

The nominee (i) has not engaged in any transaction with KB Financial Group in the past three years and (ii) does not have any relationship with the largest shareholder of KB Financial Group.

The nominee (i) owes no delinquent taxes, (ii) does not belong to the management of an insolvent company and (iii) is not subject to any legal grounds for disqualification.

Name

Goals and Objectives

•  She will carry out the designated roles and responsibilities of a non-executive director to fulfill the Group's mission of "providing financial services to deliver changes for a happier life and a better world."

•  She possesses an extensive knowledge of the financial industry gained through her service at Industrial Bank of Korea as a general manager of the customer service center and the F/X business department, the head of the Jungbu region group, the vice president and head of the card business unit, the head of the risk management group, and as its chief executive officer. She also has a deep understanding of the risk management policies and the internal control/audit of the Group through her service as the chair of the Group's risk management committee and audit committee.

•  As an expert in finance and risk management, she will proactively and strategically propose alternative solutions in response to the uncertain business environment and rapidly changing market conditions and will strive to ensure the smooth progress of the Group's sustainable management.

•  Based on a deep understanding of the Group accumulated by serving as a non-executive director of the Group for the past four years, she will actively contribute to enhancing the corporate value of the Group by ensuring that the Group's medium- to long-term business strategies are effectively implemented. In addition, she will perform her duties transparently and fairly, prioritizing the interests of shareholders and financial consumers without being constrained by specific interests.

Name

Reasons for Recommendation

(Recommendation as a Non-Executive Director)

•  The nominee is a leading expert in finance and business management who has accumulated a high level of understanding and professional insight in finance management, having served as the first female CEO of a Korean bank at Industrial Bank of Korea, after having served as the head of the customer service center, the head of the Jungbu region group, the head of the credit card department and the head of the risk management group at Industrial Bank of Korea. In addition, she possesses deep insights in corporate governance and ESG matters, and has actively contributed to enhancing diversity and advancing the boards of Korean companies by serving as the President of the Korean chapter of Women Corporate Directors.

•  As the chair of the risk management committee of the Group, she has made remarkable contributions to the development of the Group by advising on the soundness of real estate project financing and customer risks related to investment products, and on the examination and countermeasures relating to the risks associated with the Group's new businesses. In addition, she demonstrated excellent leadership by promoting communications between the board of directors and the management with a balanced perspective and gentle demeanor, contributing to the stable operation of the board.

•  In particular, during discussions related to the renewal of the recovery and resolution plan, the nominee emphasized the sophistication and refinement of the recovery and resolution plan, aiming to ensure its practical utilization as a substantive risk management guideline. She has also faithfully performed her duties and responsibilities as a non-executive director, suggesting the necessity of eliminating local legal risks by undergoing multiple layers of review through different law firms when the Group expanded to overseas markets. For these reasons, the board of directors recommends this nominee to be re-elected as a non-executive director.

(Recommendation as a Member of the Audit Committee)

•  The nominee satisfies all of the relevant legal requirements and the Group's internal requirements to be a member of the Audit Committee.

•  She is an expert in finance and business management and possesses extensive knowledge of the financial industry gained through her service at Industrial Bank of Korea as a general manager at the customer service center and the F/X business department, the head of the Jungbu region group, the vice president and head of the card business unit, the head of the risk management group, and as its chief executive officer.

•  As a member of the audit committee of the Group in 2023, the nominee actively conveyed her opinions to the responsible departments at each of the Group, the Group's external auditors and the Group's subsidiaries, ensuring that the relevant issues faced by the Group were reported in a timely manner to the board of directors and the audit committee. She has therefore demonstrated that she possesses the necessary expertise to perform the duties of an audit committee member.

•  The board of directors believes that the nominee will execute her duties and responsibilities as an audit committee member, based on her experience in serving on the audit committee and her comprehensive financial expertise, with an independent and objective perspective on the Group's compliance, financial reporting, internal controls, and audit tasks. The board of directors therefore recommends that she be elected as a member of the audit committee.

Agendum

Name

Date of Birth

Nominator

BoD Meeting
Attendance Rate for

FY2023

Term of Office

as a Member of the
Audit Committee

4-1)  Appointment of Members of the Audit Committee, Who Are Non-Executive Directors

4-2)  Appointment of Members of the Audit Committee, Who Are Non-Executive Directors

4-3)  Appointment of Members of the Audit Committee, Who Are Non-Executive Directors

Name

Main

Position

Career

•  Auditor, Mercedes-Benz Financial Services Korea Limited (Apr. 2017~Mar. 2023)

•  Non-Executive Director, Pulmuone Corporate (Jun. 2016~Mar. 2022)

•  Visiting Professor, Sogang University / Lecturer, KAIST (Korea Advanced Institute of Science and Technology) (Mar. 2016~Dec. 2016)

•  President & CEO, KT Capital Corporation (Feb. 2014~Sept. 2015)

•  CFO, KT Capital Corporation (Feb. 2013~Jan. 2014)

Gyutaeg Oh

(New appointment)

•  Professor, School of Business Administration, Chung-Ang University (Mar. 1995~Feb. 2024)

•  Director, Emerging Infrastructure Fund (Jan. 2007~Jan. 2020)

•  Non-Executive Director, Moa Savings Bank Co., Ltd (Mar. 2018~Jan. 2020)

•  Non-Executive Director, Volkswagen Financial Service Korea (Apr. 2016~Mar. 2017)

•  Risk Management Committee Member, Korea Technology Finance Corporation (Jan. 2013~Mar. 2017)

Name

Main

Position

Career

•  Risk Management Committee Member, Evaluation and Compensation Committee Chair and Fund Management Evaluation Committee Member, National Pension Service (Feb. 2007~Dec. 2016)

•  Dean, College of Business and Economics, Chung-Ang University (Jan. 2014~Jan. 2016)

•  Public Funds Oversight Committee Member, Disposal Review Sub-Committee Chair, Financial Services Commission (Sept. 2011~Sept. 2015)

•  Professor, Law School, Sungkyunkwan University

•  Professor, Law School, Sungkyunkwan University (Mar. 2006~Present)

•  Corporate Governance Research Committee Member, Korea Institute of Corporate Governance and Sustainability (Sept. 2019~Sept. 2022)

•  Member, Management Committee for the Key Industries Stabilization Fund (May 2020~May 2022)

•  Chairperson, Insolvency Law Institute of Korea (Jan. 2019~Jan. 2020)

•  Non-Executive Director, Seoul Guarantee Insurance Company (Jan. 2017~Mar. 2019)

•  Non-Executive Director, Woori Bank (Mar. 2016~Dec. 2016)

•  Non-Standing Commissioner, Securities & Futures Commission (Nov. 2012~Nov. 2015)

(1) None of the nominees (i) has engaged in any transaction with KB Financial Group in the past three years or (ii) has any relationship with the largest shareholder of KB Financial Group.

None of the nominees (i) owes any delinquent taxes, (ii) belongs to the management of an insolvent company or (iii) is subject to any legal grounds for disqualification.

Name

Reasons for Recommendation

•  The nominee satisfies all of the relevant legal and internal requirements to be a member of the audit committee.

•  She holds a Ph.D. in accounting and has a high level of insight and expertise in accounting and also has a strong understanding of audit-related matters, based on her experience serving as an auditor of Mercedes-Benz Financial Services Korea for six years.

•  As the chair of the audit committee, the nominee has provided stable guidance to ensure that the committee fulfills its distinct role in auditing the operations and assets of the Group and its subsidiaries, and demonstrated a balanced leadership by operating the committee transparently with the management. In addition, leveraging her deep understanding of financial guidelines relating to audits, the nominee has made significant contributions by proposing practical measures to the Group's compliance with such guidelines, enabling the Group to establish proactive audit systems and effectively manage internal controls and audit tasks.

•  The board of directors believes that the nominee will faithfully perform her duties by conducting proactive communications with the external auditors, the audit department, and the accounting department and consistently provide practical and timely advice on issues faced by the Group from an objective perspective, ensuring that the issues are reported promptly to the board of directors and the audit committee, and therefore recommends that she be elected as a member of the audit committee.

Name

Reasons for Recommendation

•  The nominee satisfies all of the relevant legal and internal requirements to be a member of the Audit Committee.

•  He holds a Ph.D. in economics and is an expert in finance and accounting based on his experiences serving as a professor at the School of Business Administration of Chung-Ang University, and also as a certified public accountant at an accounting firm. Based on his expertise in finance, accounting and internal controls, the nominee has been a member of the audit committee for two years since 2020. During his tenure as a member of the audit committee, he analyzed examples of financial incidents that occurred at other financial institutions and the regulatory sanctions levied against them, and proposed preventive measures to ensure that similar occurrences were preemptively addressed within the Group. In addition, he provided his professional and independent opinions regarding the proactive handling of IFRS17 implementation, ensuring that the evaluation of insurance liabilities was adequately addressed during the design of financial reporting internal controls, which contributed to the stable operation of the audit committee.

•  The board of directors believes that the nominee will faithfully perform his duties by facilitating smooth communications with the audit department, external auditors, and the accounting department based on his experience as a member of the audit committee and his specialized knowledge in finance and accounting, and therefore recommends that he be elected as a member of the audit committee.

•  The nominee satisfies all of the relevant legal and internal requirements to be a member of the audit committee.

•  He is an expert in law who currently serves as a professor at the Sungkyunkwan University Law School after having worked as a lawyer and the head of a law firm. He possesses profound knowledge and insight in insolvency law and corporate restructuring, and the highest level of expertise in corporate governance.

•  As a member of the audit committee, the nominee ensured that the Group's overseas subsidiaries were audited properly by making sure that their inspection results by the relevant supervisory authorities and their implementation plans were reported to the members of the audit committee. In addition, he consistently proposed alternative solutions for the advancement of the audit functions of the Group such as actively managing and sharing information on legislative revisions in countries where the Group has overseas operations, thereby presenting ways to minimize legal risks for subsidiaries' overseas branches within the Group.

•  The board of directors believes that the nominee, based on his expertise in the field of law and his various experiences, will perform the role of an audit committee member with a fair and objective perspective and a balanced view, actively exchange opinions with the management and conduct communications to reasonably resolve key issues, and therefore recommends that he be elected as a member of the audit committee.

For fiscal year 2024

Number of Directors

(Number of Non-Executive Directors)

The numbers of directors and non-executive directors may change depending on the results of the annual general meeting of shareholders.

For fiscal year 2023

Number of Directors

(Number of Non-Executive Directors)

The aggregate remuneration paid in the amount of Won 2.267 billion above does not include (i) long-term incentives paid to standing directors in the amount corresponding to 9,378 shares based on long-term performance evaluation for the period from November 21, 2017 to November 20, 2020 nor (ii) long-term incentives paid to standing directors in the amount corresponding to 27,254 shares based on long-term performance evaluation for the period from November 21, 2020 to November 20, 2023, each as determined by the Evaluation and Compensation Committee. The amount of such payments did not exceed the limit on long-term incentives, which was already approved by shareholders prior to fiscal year 2023.

/s/ Jae Kwan Kim

Assets

Cash and due from financial institutions

Financial assets at fair value through profit or loss

Loans measured at amortized cost

Investments in subsidiaries

Property and equipment

Intangible assets

Net defined benefit assets

Deferred income tax assets

Other assets

Total assets

Liabilities

Borrowings

Debentures

Current income tax liabilities

Other liabilities

Total liabilities

Equity

Share capital

Hybrid securities

Capital surplus

Accumulated other comprehensive loss

Retained earnings

Treasury shares

Total equity

Total liabilities and equity

Interest income

Interest income from financial instruments at amortized cost

Interest income from financial instruments at fair value through profit or loss

Interest expense

Net interest expense

Fee and commission income

Fee and commission expense

Net fee and commission expense

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

Net other operating income

General and administrative expenses

Operating income before provision for credit losses

Provision for credit losses

Net operating income

Net non-operating income

Profit before tax

Income tax benefit (expense)

Profit for the year

Items that will not be reclassified to profit or loss:

Remeasurements of net defined benefit liabilities

Other comprehensive income(loss) for the year, net of tax

Total comprehensive income for the year

Earnings per share

Basic earnings per share

Diluted earnings per share

Balance as of January 1, 2022

Comprehensive income for the year

Profit for the year

Remeasurements of net defined benefit liabilities

Total comprehensive income for the year

Transactions with shareholders

Annual dividends

Quarterly dividends

Retirement of treasury shares

Issuance of hybrid securities

Dividends on hybrid securities

Total transactions with shareholders

Balance as of December 31, 2022

Balance as of January 1, 2023

Comprehensive income for the year

Profit for the year

Remeasurements of net defined benefit liabilities

Total comprehensive income for the year

Transactions with shareholders

Annual dividends

Quarterly dividends

Acquisition of treasury shares

Retirement of treasury shares

Issuance of hybrid securities

Dividends on hybrid securities

Total transactions with shareholders

Balance as of December 31, 2023

Cash flows from operating activities

Profit for the year

Adjustment for non-cash items

Depreciation and amortization expense

Provision for credit losses

Share-based payments

Net interest expense

Valuation losses (gains) on financial assets at fair value through profit or loss

Disposal gains of subsidiaries

Net other income (expense)

Changes in operating assets and liabilities

Due from financial institutions

Deferred income tax assets

Other assets

Other liabilities

Net cash inflow from operating activities

Cash flows from investing activities

Acquisition of financial assets at fair value through profit or loss

Disposal of financial assets at fair value through profit of loss

Disposal of subsidiaries

Increase in loans measured at amortized cost

Decrease in loans measured at amortized cost

Acquisition of property and equipment

Acquisition of intangible assets

Disposal of intangible assets

Net increase in guarantee deposits paid

Other investing activities

Net cash inflow (outflow) from investing activities

Cash flows from financing activities

Increase in borrowings

Increase in debentures

Decrease in debentures

Dividends paid to shareholders

Redemption of principal of lease liabilities

Acquisition of treasury shares

Issuance of hybrid securities

Dividends paid on hybrid securities

Other financing activities

Net cash outflow from financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

Assets

Cash and due from financial institutions

Financial assets at fair value through profit or loss

Derivative financial assets

Loans measured at amortized cost

Financial investments

Investments in associates and joint ventures

Insurance contract assets

Reinsurance contract assets

Property and equipment

Investment property

Intangible assets

Net defined benefit assets

Current income tax assets

Deferred income tax assets

Assets held for sale

Assets of a disposal group held for sale

Other assets

Total assets

Liabilities

Financial liabilities at fair value through profit or loss

Derivative financial liabilities

Deposits

Borrowings

Debentures

Insurance contract liabilities

Reinsurance contract liabilities

Provisions

Net defined benefit liabilities

Current income tax liabilities

Deferred income tax liabilities

Other liabilities

Total liabilities

Equity

Share capital

Hybrid securities

Capital surplus

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income relating to assets of a disposal group held for sale

Retained earnings

Treasury shares

Equity attributable to shareholders of the Parent Company

Non-controlling interests

Total equity

Total liabilities and equity

Interest income

Interest income from financial instruments at fair value through other comprehensive income and amortized cost

Interest income from financial instruments at fair value through profit or loss

Insurance finance interest income

Interest expense

Interest expense

Insurance finance interest expense

Net interest income

Fee and commission income

Fee and commission expense

Net fee and commission income

Insurance income

Insurance income

Reinsurance income

Insurance expense

Insurance service expense

Reinsurance expense

Net insurance income

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

Other insurance finance income (expenses)

Net other operating expenses

General and administrative expenses

Operating income before provision for credit losses

Provision for credit losses

Net operating income

Share of profit (loss) of associates and joint ventures

Net other non-operating income (expenses)

Net non-operating income (expenses)

Profit before income tax expense

Income tax expense

Profit for the year

Items that will not be reclassified to profit or loss:

Remeasurements of net defined benefit liabilities

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

Gains (losses) on equity securities at fair value through other comprehensive income

Fair value changes of financial liabilities designated at fair value through profit or loss due to own credit risk

Items that may be reclassified subsequently to profit or loss:

Currency translation differences

Gains (losses) on debt securities at fair value through other comprehensive income

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

Gains on cash flow hedging instruments

Losses on hedging instruments of net investments in foreign operations

Insurance finance income (expense)

Other comprehensive income for the year, net of tax

Total comprehensive income for the year

Profit attributable to:

Shareholders of the Parent Company

Non-controlling interests

Total comprehensive income for the year attributable to:

Shareholders of the Parent Company

Non-controlling interests

Earnings per share

Basic earnings per share

Diluted earnings per share

Balance as of January 1, 2022 (After the restatement)

Changes in accounting policies

Balance as of January 1, 2022 (After the restatement)

Comprehensive income for the year

Profit (loss) for the year

Remeasurements of net defined benefit liabilities

Currency translation differences

Gains (losses) on financial instruments at fair value through other comprehensive income and transfer to retained earnings

Share of other comprehensive loss of associates and joint ventures

Gains on cash flow hedging instruments

Losses on hedging instruments of net investments in foreign operations

Insurance finance income

Fair value changes of financial liabilities designated at fair value through profit or loss due to own credit risk

Total comprehensive income (loss) for the year

Transactions with shareholders

Annual dividends paid to shareholders of the Parent Company

Quarterly dividends paid to shareholders of the Parent Company

Issuance of hybrid securities

Dividends on hybrid securities

Retirement of treasury shares

Others

Total transactions with shareholders

Balance as of December 31, 2022

Balance as of January 1, 2023

Comprehensive income for the year

Profit for the year

Remeasurements of net defined benefit liabilities

Currency translation differences

Gains on financial instruments at fair value through other comprehensive income and transfer to retained earnings

Share of other comprehensive income of associates and joint ventures

Gains on cash flow hedging instruments

Losses on hedging instruments of net investments in foreign operations

Insurance finance expenses

Fair value changes of financial liabilities designated at fair value through profit or loss due to own credit risk

Total comprehensive income (loss) for the year

Transactions with shareholders

Annual dividends paid to shareholders of the Parent Company

Quarterly dividends paid to shareholders of the Parent Company

Issuance of hybrid securities

Dividends on hybrid securities