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17. Other matters relating to investment decision
B. As WFG will proceed with the Share Exchange as a small-scale share exchange in accordance with Article 360-10 of the KCC, an approval of the board of directors for the Share Exchange may substitute for the approval of a general meeting of shareholders. Tongyang, on the other hand, will obtain the approval of an
extraordinary meeting of shareholders, as the company does not satisfy the requirements for simplified share swaps, as set forth in Article 360-9 of the KCC. |
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17. Other matters relating to
investment decision B. As WFG will
proceed with the Share Exchange as a small-scale share exchange in accordance with Article 360-10 of the KCC, an approval of the board of directors for the Share Exchange may substitute for the approval of a
general meeting of shareholders; provided, however, if the holders of at least 20% of the total number of issued shares of WFG’s common stock submit written notices of dissent opposing the small-scale share exchange, then WFG cannot
substitute the approval of a general meeting of shareholders with an approval of the board of directors, and such event may constitute grounds for terminating or amending the Share Exchange Agreement under its terms. However, as of May 14,
2026, the period for submitting the above-described written notices of dissent (which period ran from May 6, 2026 to May 13, 2026) had ended, and the aggregate number of shares held by dissenting shareholders was 4,396,004 shares, or 0.6%
of the total number of the issued shares of WFG’s common stock, which was 734,076,320 shares. As such percentage did not reach 20% of the total number of issued shares of WFG’s common stock, the Share Exchange will proceed as a
small-scale share exchange as originally planned. Tongyang, on the other hand, will obtain the approval of an extraordinary meeting of shareholders, as the company does not satisfy the requirements for simplified share swaps, as set forth in
Article 360-9 of the KCC. |
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C. As a NYSE-listed company, WFG has registered its common shares and American Depository Receipts
(“ADRs”) with the SEC. The Share Exchange, therefore, must comply with not only domestic laws and regulations but also the SEC’s procedural and filing requirements. With respect to the Share Exchange, WFG expects to file a Form F-4 with the SEC, which the SEC may review at its own discretion before declaring it effective. Accordingly, depending on the length of the SEC’s review period, the record date for determining the shareholders
with voting rights of WFG and Tongyang and other major schedules may be subject to change. |
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C. As a NYSE-listed company, WFG has registered its common shares and American Depository Receipts
(“ADRs”) with the SEC. The Share Exchange, therefore, must comply with not only domestic laws and regulations but also the SEC’s procedural and filing requirements. As of May 6, 2026, which was the applicable record date,
the total number of Tongyang’s common shares held by U.S. holders as a percentage of Tongyang’s total issued and outstanding shares (excluding shares held by WFG) was below 10%. Therefore, WFG expects the Share Exchange to qualify
for, and rely on, the applicable exemption under Rule 802 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), from the registration requirements of the Securities Act. Accordingly, WFG plans to furnish a Form CB with
the SEC instead of filing a registration statement on Form F-4, which had previously been contemplated. |
