Hana Financial : Decision on Issuance of Bail-in Contingent Capital Securities

Report of Disclosure Revision

Revision Date

2022-05-27

1. Disclosure Documents in relation with Revision	Decision on Issuance of Bail-in Contingent Capital Securities
2. Submission date of documents	2022-04-22
3. Reason for Revision	Changes in issuance-related terms and conditions
4. Revised Information
information	before revision	after revision
7. Principal payment method	- As for the interim redemption of this security, the issuer may decide with full autonomy whether to make the redemption, and it shall be approved in advance by the Governor of the Financial Supervisory Service while satisfying any of the following conditions: (1) Where, in consideration of the issuer's profitability, etc., the security is replaced with a capital of high or equivalent quality which is considered to be sufficiently bearable (2) Even after the redemption is made on this security, if the capital exceeds the ratio specified under the related regulations, and if the Governor of the Financial Supervisory Service has made an advance approval, redemption may be made for the par value of this security - The interim redemption of this case at the issuer's option may be made in line with the terms and conditions specified at the time of issuance of this bond only if a prior approval is secured from the Governor of the Financial Supervisory Service after five or ten years have elapsed from the date of issuance. If the maturity falls on a holiday of the issuer, the principal will be paid on the next business day. - Furthermore, no conditions are attached where a burden is imposed on the issuer to make the redemption, or which causes the investor to expect that redemption will be made for the bonds of this case.	- As for the interim redemption of this security, the issuer may decide with full autonomy whether to make the redemption, and it shall be approved in advance by the Governor of the Financial Supervisory Service while satisfying any of the following conditions: (1) Where, in consideration of the issuer's profitability, etc., the security is replaced with a capital of high or equivalent quality which is considered to be sufficiently bearable (2) Even after the redemption is made on this security, if the capital exceeds the ratio specified under the related regulations, and if the Governor of the Financial Supervisory Service has made an advance approval, redemption may be made for the par value of this security - The interim redemption of this case at the issuer's option may be made in line with the terms and conditions specified at the time of issuance of this bond only if a prior approval is secured from the Governor of the Financial Supervisory Service after 5 years have elapsed from the date of issuance. If the maturity falls on a holiday of the issuer, the principal will be paid on the next business day. - Furthermore, no conditions are attached where a burden is imposed on the issuer to make the redemption, or which causes the investor to expect that redemption will be made for the bonds of this case.
9-1. Details of option	(1) Type of option : Call option (2) Option exercised by : Issuer (3) Option structure : While the date of maturity for the bond is perpetual, there is a five-year or ten-year call option. (Interim redemption is available only in the cases where the approval of the Governor of the Financial Supervisory Service is secured in advance at the issuer's option after the date of the option's maturity)	(1) Type of option : Call option (2) Option exercised by : Issuer (3) Option structure : While the date of maturity for the bond is perpetual, there is a 5-year call option. (Interim redemption is available only in the cases where the approval of the Governor of the Financial Supervisory Service is secured in advance at the issuer's option after the date of the option's maturity)
10. Date of subscription	-	2022-06-10
11. Date of payment	-	2022-06-10
12. Lead underwriter	-	Hanyang Securities Co., Ltd. and Kyobo Securities Co., Ltd.
19. Other matters to be factored into investment decisions	(1) The purpose of the details of the disclosure above is to enhance the BIS capital adequacy ratio via supplementary capital expansion. (2) '2. Total face (electronic registration) amount of bonds' above will be decided within the amount of issuance decided by the board of directors. For reference, the amount of issuance determined by the board of directors is KRW 400 billion or less. (3) The coupon rate and yield to maturity of '4. Interest rate' will be determined by reflecting the market rate at the time of issuance according to the demand forecast results. (4) '5. Maturity date of bonds' above is not specified, and it will be deemed to have arrived on whichever one of the following dates comes first: ① The date on which bankruptcy procedures or equivalent procedures are commenced after the issuer is declared bankrupt under the 'Debtor Rehabilitation and Bankruptcy Act' or a statute replacing the Act ② The date on which liquidation procedures commence without resorting to bankruptcy or rehabilitation procedures for the issuer (5) While '5. Maturity date of bonds' above is perpetual, the security is issued under the condition that the option of interim redemption for 5 or 10 years from the date of issuance is granted; and the interim redemption may be made at the issuer's option every date of the interest (dividend) payment (three months) on or after the date on which the option matures, only when the approval of the Governor of the Financial Supervisory Service has been received in advance. (6) '10. Date of subscription' and '11. Date of payment' above will be decided as per the schedule of consultation with the regulatory authority, the conditions of the primary market, etc. (7) '12. Managing Underwriter' has not been confirmed at this time, will be updated after confirmation. (8) As for any other matters related to this security, please refer to the securities declaration report to be submitted in the future.	(1) The purpose of the details of the disclosure above is to enhance the BIS capital adequacy ratio via supplementary capital expansion. (2) The '2. Total face (electronic registration) amount of bonds' above is the expected amount of issuance on the Securities Declaration Report and is KRW 270 billion for 5-year early interim redemption option security. It will be decided within the amount of issuance determined by the board of directors according to the results of the demand forecast. For reference, the amount of issuance determined by the board of directors is KRW 400 billion or less. (3) The coupon rate and yield to maturity of '4. Interest rate' will be determined by reflecting the market rate at the time of issuance according to the demand forecast results. (4) '5. Maturity date of bonds' above is not specified, and it will be deemed to have arrived on whichever one of the following dates comes first: ① The date on which bankruptcy procedures or equivalent procedures are commenced after the issuer is declared bankrupt under the 'Debtor Rehabilitation and Bankruptcy Act' or a statute replacing the Act ② The date on which liquidation procedures commence without resorting to bankruptcy or rehabilitation procedures for the issuer (5) While '5. Maturity date of bonds' above is perpetual, the security is issued under the condition that the option of interim redemption for 5 years from the date of issuance is granted; and the interim redemption may be made at the issuer's option every date of the interest (dividend) payment (three months) on or after the date on which the option matures, only when the approval of the Governor of the Financial Supervisory Service has been received in advance. (6) The '10. Date of subscription' and '11. Date of payment' above may be changed as per the schedule of consultation with the regulatory authority, the conditions of the primary market, etc. (7) (Deleted) (7) As for any other matters related to this security, please refer to the securities declaration report to be submitted in the future. ※ In the event of any conflict or inconsistencies may arouse due to English translation, the original disclosure in Korean shall prevail.

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Decision on Issuance of Bail-in Contingent Capital Securities

1. Type of securities	Series No.	11	Type	Domestic unregistered unguaranteed unsecured Principal Write-down Contingent Capital Securities (hybrid equity securities)
2. Total face value of bonds (or electronically registered bonds) (KRW)	270,000,000,000
2-1. (Overseas issuance of bonds)	Total face value of bonds (or electronically registered bonds) (currency unit)	-	KRW : South-Korean Won
Basic exchange rate, etc.	-
Region of issuance	-
Name of exchange (if overseas listing)	-
3. Purpose of financing	Facility investment (KRW)	-
Business acquisition (KRW)	-
Operating capital (KRW)	120,000,000,000
Debt repayment (KRW)	150,000,000,000
Acquisition of securities issued by other corporations (KRW)	-
Other purposes (KRW)	-
4. Interest rate	Coupon rate (%)	-
Yield to maturity (%)	-
5. Maturity date of bonds	-
6. Interest payment method	- The interest (dividend) of this security will be paid in installments by a quarter of the annual interest (dividend) by applying the interest rate of bonds every three months from the date of issuance until the date of principal repayment, and if the due date for the interest (dividend) payment falls on a bank holiday, the payment shall be made on the first business day following the bank holiday; and even if the payment is delayed, no interest (dividend) will be calculated and paid separately for the number of days delayed. - The interest (dividend) bearing on this security is paid out of the dividends available for payment based on the Detailed Rules on the Enforcement of Banking Business Supervision ( Criteria for the calculation of the equity ratio for credit and operational risk weighted assets (based on Basel III)- 6 Additional Tier 1- b. Criteria for recognition of Additional Tier 1. [Suspension of the arbitrary interest (dividend) payment] The issuer is entitled to the full discretion over the revocation of the payment of interest (dividend) for this security, and the revocation of the interest (dividend) payment does not operate as any form of constraint other than the relevant dividend related to the common share holders. Furthermore, the cancellation of interest (dividend) payment shall not be considered as a case of default, and the issuer shall be fully and completely entitled to use the cancelled amount for the repayment of debts which have matured. [Suspension of mandatory interest (dividend) payment] In the event of any cause or reason applicable under any of the following, the obligation to pay interest (dividend) shall be extinguished for the period running from the point of occurrence of the relevant cause until it is addressed (hereinafter, 'period of interest (dividend) suspension'), and the extinction of such obligation to pay interest (dividend) shall not be considered as being due to non-performance or default. (1) Until the cause is addressed, where the issuer is designated as an insolvent financial institution as provided under the Act on Structural Improvement of the Financial Industry, or if the Financial Services Commission issues a "Recommendation for Management Improvement," "Demand for Management Improvement" or "Order for Management Improvement" pursuant to Articles 36 through 38 of the Regulations on the Supervision of Financial Holding Companies, or if an emergency action is imposed pursuant to Article 40. (2) Where necessary to comply with the minimum internal reservation ratio such as the profit dividend specified under of the Regulations on Supervision of Financial Holding Company, due to the shortfall of the capital adequacy ratio including the conversation buffer against the ratio specified under of the Regulations on Supervision of Financial Holding Company, pursuant to Article 25 Paragraph 5 of the Supervisory Regulations on Financial Holding Companies.
7. Principal payment method	- As for the interim redemption of this security, the issuer may decide with full autonomy whether to make the redemption, and it shall be approved in advance by the Governor of the Financial Supervisory Service while satisfying any of the following conditions: (1) Where, in consideration of the issuer's profitability, etc., the security is replaced with a capital of high or equivalent quality which is considered to be sufficiently bearable (2) Even after the redemption is made on this security, if the capital exceeds the ratio specified under the related regulations, and if the Governor of the Financial Supervisory Service has made an advance approval, redemption may be made for the par value of this security - The interim redemption of this case at the issuer's option may be made in line with the terms and conditions specified at the time of issuance of this bond only if a prior approval is secured from the Governor of the Financial Supervisory Service after 5 years have elapsed from the date of issuance. If the maturity falls on a holiday of the issuer, the principal will be paid on the next business day. - Furthermore, no conditions are attached where a burden is imposed on the issuer to make the redemption, or which causes the investor to expect that redemption will be made for the bonds of this case.
8. Bond issuance method	Public offering
9. Details of debt adjustment	Cause of debt adjustment	Where the issuer has been designated as an insolvent financial institution pursuant to Article 2 Paragraph 2 of the Act on Structural Improvement of the Financial Industry
Scope of debt adjustment	Total face value of the bonds
Procedures used to determine scope of debt adjustment	If a reason for debt rescheduling occurs for the issuer, this security will be permanently amortized in full, at which time, the amortization of this bond will not be considered to be a reason or a cause of non-performance of debt or default. Amortization takes effect on the 3rd business day from the date on which the cause for debt rescheduling occurs.
9-1. Details of option	(1) Type of option : Call option (2) Option exercised by : Issuer (3) Option structure : While the date of maturity for the bond is perpetual, there is a 5-year call option. (Interim redemption is available only in the cases where the approval of the Governor of the Financial Supervisory Service is secured in advance at the issuer's option after the date of the option's maturity)
10. Date of subscription	2022-06-10
11. Date of payment	2022-06-10
12. Lead underwriter	Hanyang Securities Co., Ltd. and Kyobo Securities Co., Ltd.
13. Guarantor	-
14. Date of board resolution (decision date)	2022-04-22
- Attendance of outside directors	Present (No.)	8
Absent (No.)	0
- Attendance of auditors (members of Audit Committee)	-
15. Subject to filing of securities registration statement?	Yes
16. Reasons for exemption from filing securities registration statement	-
17. Details of securities lending & borrowing transaction related to overseas issuance of securities	-
18. Subject to reporting to the Fair Trade Commission?	No
19. Other matters to be factored into investment decisions	(1) The purpose of the details of the disclosure above is to enhance the BIS capital adequacy ratio via supplementary capital expansion. (2) The '2. Total face (electronic registration) amount of bonds' above is the expected amount of issuance on the Securities Declaration Report and is KRW 270 billion for 5-year early interim redemption option security. It will be decided within the amount of issuance determined by the board of directors according to the results of the demand forecast. For reference, the amount of issuance determined by the board of directors is KRW 400 billion or less. (3) The coupon rate and yield to maturity of '4. Interest rate' will be determined by reflecting the market rate at the time of issuance according to the demand forecast results. (4) '5. Maturity date of bonds' above is not specified, and it will be deemed to have arrived on whichever one of the following dates comes first: ① The date on which bankruptcy procedures or equivalent procedures are commenced after the issuer is declared bankrupt under the 'Debtor Rehabilitation and Bankruptcy Act' or a statute replacing the Act ② The date on which liquidation procedures commence without resorting to bankruptcy or rehabilitation procedures for the issuer (5) While '5. Maturity date of bonds' above is perpetual, the security is issued under the condition that the option of interim redemption for 5 years from the date of issuance is granted; and the interim redemption may be made at the issuer's option every date of the interest (dividend) payment (three months) on or after the date on which the option matures, only when the approval of the Governor of the Financial Supervisory Service has been received in advance. (6) The '10. Date of subscription' and '11. Date of payment' above may be changed as per the schedule of consultation with the regulatory authority, the conditions of the primary market, etc. (7) As for any other matters related to this security, please refer to the securities declaration report to be submitted in the future. ※ In the event of any conflict or inconsistencies may arouse due to English translation, the original disclosure in Korean shall prevail.

[Details of Issuance to Designated Purchasers]

Name	Relationship to company or the largest shareholder	Total face value of bonds (or electronically registered bonds) (KRW)
-	-	-

[Intended Use of Funds]

The purpose of this case is to enhance the Group's base capital adequacy ratio and BIS capital adequacy ratio by expanding additional Tier 1, and the funds raised will be used for repayment of debts and operating capital, etc. for the company.