Pohjola Pankki Oyj - Company Announcement

Pohjola Bank plc's Board of Directors to Adopt OP-Pohjola's Group-level Targets for Long-term Incentive Schemes Covering All Personnel Groups

Pohjola Bank plc
COMPANY RELEASE
Release Category: Company Announcement
27 May 2011, 8.00 am

Pohjola Bank plc's Board of Directors to Adopt OP-Pohjola's Group-level Targets
for Long-term Incentive Schemes Covering All Personnel Groups

Pohjola Bank plc's Board of Directors has decided that Pohjola will be involved
in OP-Pohjola Group's new long-term incentive schemes. OP-Pohjola's Group-level
targets will apply to these schemes and conform to those covering a new, share-
based management incentive scheme and OP Personnel Fund for the entire Group's
personnel.

The standardised, Group-level long-term performance indicators applying to all
personnel will help OP-Pohjola Group implement its strategy.


Cross-selling as a key target performance indicator

OP-Pohjola Group Central Cooperative's Supervisory Board has set progress in
cross-selling among private customers and growth in corporate customer business
as new long-term target performance indicators. In addition, the incentive
schemes take account of Group profitability and capital adequacy. No bonuses
will be paid out if the Group's capital adequacy is lower than the set minimum
level on the bonus payout date.

- The shared targets and indicators will lead to more intense cooperation within
the entire Group, which will foster our strategically important integration.
Bonus payouts require that the Group and its business segments achieve their
challenging targets. Moreover, the schemes also take our financial group's
profitability development and capital adequacy into consideration, says Paavo
Haapakoski, Chairman of OP-Pohjola Group Central Cooperative's Supervisory
Board.

The short-term incentive schemes of Group member banks and Pohjola are still
based on the achievement of company-specific targets.

When creating the incentive schemes, OP-Pohjola Group took account of amended
regulation governing remuneration policies and practices in the financial
services industry.

Payouts spread over several years in the share-based management incentive scheme

Pohjola's new long-term management and key-employee incentive scheme will
replace the previous scheme and is aimed at not only motivating and guiding
those covered by the scheme but also engaging them in the achievement of
strategic targets.

The new management incentive scheme has a three-year vesting period, the first
one of which is 2011-13. The scheme covers a maximum of 75 Pohjola Group staff
members. As a whole, the share-based incentive scheme covers around 400 people
within OP-Pohjola Group. Those covered by the scheme will be entitled to
receiving a certain number of Pohjola Bank plc Series A shares, if OP-Pohjola
Group attains its strategy-based targets set for the vesting period. The parent
institution's Supervisory Board has decided on the maximum bonus for each key
employee. The bonus based on the scheme will be paid out to the employee in
terms of shares and cash and in three equal numbers/instalments in 2015, 2016
and 2017 after the vesting period, provided that the Group's capital adequacy is
higher than the minimum requirements on the payout date. Conditions related to
employment or executive contracts have been attached to the bonus payout.

The bonus is determined by the person's position. If the set targets are
annually achieved at 100 per cent, the management and key employees will be
entitled to a bonus equalling their regular 2-12-month salary subject to PAYE
tax.

Members of OP-Pohjola Group Central Cooperative's Executive Board and Pohjola
Group's Executive Committee as well as separately specified executives are bound
by ownership obligations related to the scheme. According to the rules governing
the scheme, during their employment with the company they must retain at least
half of the shares received on the basis of the scheme until such shareholding
equals one person's 12-month fixed gross earnings.

Bonuses that may be paid out under the scheme will be in the form of Pohjola
Bank plc Series A shares. On the basis of the scheme, the number of Series A
shares that may be given for the three-year vesting period totals around 2.7
million, provided that the targets are achieved at 100 per cent. Pohjola's
portion of the bonus accounts for about 0.6 million Series A shares. In
addition, bonuses paid in cash will be used to cover taxes and tax-like charges
arising from the bonuses. Pohjola shares available from the stock market will be
used as shares distributed under the scheme, i.e. the scheme will have no
dilution effect.


Pohjola Bank plc



Carina Geber-Teir
Chief Communications Officer

DISTRIBUTION
NASDAQ OMX Helsinki
London Stock Exchange
Major media
www.pohjola.fi, www.op.fi

FOR MORE INFORMATION, PLEASE CONTACT:
Paavo Haapakoski, Chairman of the Supervisory Board of OP-Pohjola Group Central
Cooperative
For contact requests, please call Nora Hallberg, Vice President, Financial
Communications, OP-Pohjola Group Central Cooperative, tel. +358 10 252 8203



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