Pohjola Pankki Oyj - Tender offer

Special representative appointed for arbitration proceedings concerning redemption of Pohjola's minority shares

Pohjola Bank plc
Stock exchange release
12 June 2014 at 5.00 pm

Special representative appointed for arbitration proceedings concerning
redemption of Pohjola's minority shares

NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE
IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Pohjola Bank plc ("Pohjola") today received the following information from OP-
Pohjola Group Central Cooperative.

Based on an application filed by OP-Pohjola Group Central Cooperative for the
redemption of minority shares, the Redemption Committee of the Finland Chamber
of Commerce has petitioned the Helsinki District Court for the appointment of a
special representative to look after the rights of Pohjola 's minority
shareholders in the arbitration proceedings pertaining to the squeeze-out
procedure.

In its decision the Helsinki District Court appointed Attorney Matti Manner to
act as the special representative.

The special representative shall have the right and the obligation to make a
case on behalf of the minority shareholders and to present evidence in support
thereof in the arbitration proceedings. The special representative shall not be
competent to make or to accept demands relating to the redemption on behalf of
the minority shareholders, nor to undertake measures that are contrary to the
measures taken by a minority shareholder.

The special representative's contact information is as follows:

Attorney Matti Manner
Brander & Manner Attorneys at Law Ltd
Kristiinankatu 3, 20100 Turku, Finland
Tel.: +358 2 250 3053 or +358 400 824 100
Fax: +358 2 250 3053
Email: matti.manner@brander-manner.fi

OP-Pohjola Group Central Cooperative has filed an application with the
Redemption Committee of the Finland Chamber of Commerce for instituting
arbitration proceedings and selecting arbitrators related to the redemption of
Pohjola's minority shares. Based on the application, the Redemption Committee
will appoint one or several arbitrators to resolve the matter pertaining to the
redemption of Pohjola's minority shares.

In the arbitration proceedings, OP-Pohjola Group Central Cooperative will
request the transfer of title to the minority shares to OP-Pohjola Group Central
Cooperative against collateral accepted by the arbitrators and confirm the
redemption price at 16.13 euros per share. The redemption price equals the price
offered by OP-Pohjola Group Central Cooperative for Pohjola shares in the public
voluntary bid. Furthermore, OP-Pohjola Group Central Cooperative will ask the
arbitrator for the right to pay minority shareholders 16.13 euros per share that
it considers a current price, including legal interest, prior to the close of
the arbitration proceedings. OP-Pohjola Group Central Cooperative expects that
the arbitrators issue their award on the transfer of title and on OP-Pohjola
Group Central Cooperative's right to pay the amount in autumn 2014 that it
considers the current price.

According to the Redemption Committee, the arbitration proceedings will last an
average of approximately six months. On this basis, the redemption proceedings
pertaining to Pohjola's minority shares are expected to last until the first
half of 2015.


Pohjola Bank plc
Carina Geber-Teir
Chief Communications Officer

DISTRIBUTION
NASDAQ OMX Helsinki
LSE London Stock Exchange
SIX Swiss Exchange
Major media
pohjola.com, op.fi

FOR MORE INFORMATION, PLEASE CONTACT:
Vesa Aho, CFO, tel. 010 252 2336
Niina Pullinen, Senior Vice President, Investor Relations, tel. 010 252 4494

Pohjola is a Finnish financial services group that offers its customers banking,
non-life insurance and asset management services. Pohjola's mission is to
promote the prosperity, security and wellbeing of its customers. Key targets
include profitable growth and increasing the company's value. Pohjola Group
serves corporate customers in Finland and abroad by providing an extensive range
of financial, investment, cash management and non-life insurance services. For
private customers, the Group provides non-life insurance and private banking
services. Pohjola Series A shares have been listed on the Large Cap List of the
NASDAQ OMX Helsinki since 1989. Pohjola's consolidated earnings before tax
amounted to 473 million euros in 2013 and the balance sheet total amounted to
44 billion euros on 31 December 2013. Pohjola is part of OP-Pohjola Group, the
leading financial services group in Finland with 4.3 million customers.

www.pohjola.com


THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN THE TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN
IS PROHIBITED BY APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO
BE PUBLISHED OR REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS
IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW
AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED CONSENT FORMS WILL
NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER
IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL
SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OR THROUGH A NATIONAL
SECURITIES EXCHANGE OF THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR
INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG.



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