National Agricultural Cooperative Federation of Korea in Consent Solicitation

March 2, 2012

Cleary Gottlieb was counsel to BofA Merrill Lynch, Citi and Crédit Agricole CIB, as solicitation agents, in a successful consent solicitation by National Agricultural Cooperative Federation (“NACF”) from holders of 12 series of outstanding notes issued under its medium term note programs with an aggregate principal amount of approximately $2.4 billion.

The purpose of the consent solicitation was to seek approval from the noteholders for NACF’s reorganization plan involving the split-off of its credit and banking businesses and its agricultural business into separate entities. The consent solicitation was launched on January 23, and the reorganization plan was approved at noteholders’ meetings held on February 14 and became effective on March 2.

NACF, established in 1961 to promote agricultural development and provide financing to the agricultural industry in Korea, engages in the agricultural and commercial credit and banking, cooperative insurance, and agricultural marketing and supply businesses, with more than 1,100 regional cooperatives, 80 commodity cooperatives and 900 banking branches.