Pohjola Pankki Oyj - Tender offer

Preliminary result of OP-Pohjola Group Central Cooperative's public voluntary bid for all the shares in Pohjola Bank plc

Pohjola Bank plc
Stock exchange release
2 April 2014, 4.30 pm

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.

Preliminary result of OP-Pohjola Group Central Cooperative's public voluntary
bid for all the shares in Pohjola Bank plc

The offer period for the public voluntary bid (the "Bid") made by OP-Pohjola
Group Central Cooperative (the "Offeror") for Pohjola Bank plc ("Pohjola")
Series A and K shares not held by the Offeror (the "Shares") expired on 1 April
2014, at 4.00 pm (Finnish time).

According to the stock exchange release issued today by the Offeror regarding
the preliminary result of the Bid, the Shares tendered in the Bid represent
approximately 42.21 per cent of all Pohjola shares and approximately 27.55 per
cent of the votes conferred by the shares. The tendered Shares, together with
the shares that OP-Pohjola has purchased on the market, increase the Offeror's
ownership to approximately 94.05 per cent of all Pohjola shares and
approximately 96.78 per cent of all votes conferred by the shares.

According to the stock exchange release issued today by the Offeror, all of the
conditions for completion of the Bid have, based upon the preliminary result,
been satisfied. Among other things, the Offeror's proportion of the shares and
votes in Pohjola has, based upon the preliminary result, exceeded the threshold
of 90 per cent. The Financial Supervisory Authority has not had any objections
against the completion of the Bid based upon the notification procedure
concerning the acquisition of a holding, as referred to in the Finnish Act on
the Financial Supervisory Authority, nor does the completion of the Bid, in the
Offeror's view, require any other regulatory approvals. The Offeror has decided
to complete the Bid in accordance with its terms and conditions regardless of
the final result of the Bid.

The final result of the Bid will be confirmed and announced on or about 4 April
2014. In connection with the announcement of the final results, the Offeror will
extend the offer period by an extra offer period, as referred to in the terms
and conditions of the Bid, the specific terms and conditions of which will be
announced on or about 4 April 2014.


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. +358 (0)10 252 2336
Niina Pullinen, Senior Vice President, Investor Relations, tel. +358 (0)10
252 4494

Pohjola is a Finnish financial services group which provides its customers with
banking, non-life insurance and asset management services. Our mission is to
promote the sustainable prosperity, security and wellbeing of our customers.
Profitable growth and an increase in company value form our key objectives.
Pohjola Group serves corporate customers in Finland and abroad by providing an
extensive range of financial, investment, cash-management and non-life insurance
services. The Group offers non-life insurance and private banking services to
private customers. Pohjola Series A shares have been listed on the Large Cap
List of the NASDAQ OMX Helsinki since 1989. The number of shareholders totals
around 32,000. 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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