Pohjola Pankki Oyj - Notice to general meeting

Notice of Pohjola Banks plc's annual general meeting

Pohjola Bank plc                                                                
COMPANY RELEASE                                                                 
Release category: Notice to convene annual general meeting                      
2 Mars 2009 at 8.20 am Finnish Time (GMT+2)                                     

Notice of Pohjola Banks plc's annual general meeting                            

Notice is hereby given that Pohjola Bank plc's Annual General Meeting (AGM) will
be held in the Congress Wing of the Helsinki Fair Centre, Rautatieläisenkatu 3, 
Helsinki (Eastern Pasila) on Friday, 27 March 2009, starting at 2.00 pm. The    
venue's location and travel information can be found on the Helsinki Fair       
Centre's website at www.finnexpo.fi (Location and Travel information).          

The venue will be open to shareholders registered for the Meeting from 12.45 pm 
and tea and coffee will be available in the reception area before the meeting.  

A. Items on the AGM's agenda                                                    

The AGM will consider the following matters:                                    

1. Opening of the Meeting                                                       

2. Calling the Meeting to order                                                 

3. Election of persons checking the minutes and supervising vote counting       

4. Legality of Meeting                                                          5. Recording of those present and confirmation of the list of votes             

6. Presentation of the Financial Statements, the Report by the Board of         
Directors and the Auditors' Report for 2008                                     
- President and CEO's review                                                    

7. Adoption of the Financial Statements                                         

8. Decision on disposal of profit shown on the balance sheet and dividend       
distribution                                                                    

The Board of Directors proposes to the AGM that a per-share dividend of EUR 0.23
be paid on Series A shares and EUR 0.20 on Series K shares for the financial    
year that ended on 31 December 2008.  Dividends will be paid to shareholders who
have been entered in the Company's Shareholder Register, maintained by Euroclear
Finland Ltd (formerly Finnish Central Securities Depository Ltd), by the        
dividend record date on 1 April 2009. The Board of Directors proposes that the  
dividend payment date be 9 April 2009.                                          

9. Decision on discharge from liability of the members of the Board of Directors
and the President and CEO                                                       

10. Decision on emoluments payable to the Board of Directors                    

With approximately 57% of votes conferred by the shares of Pohjola Bank plc,    
OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that monthly Board emoluments be as follows: EUR 7,000 payable to the       
Chairman, EUR 5,000 payable to the Vice Chairman and EUR 4,000 payable to other 
Board members. These monthly Board emoluments are treated as pensionable salary,
in accordance with the proposal. In addition, the proposed attendance allowance 
is EUR 500 per Board meeting and Committee meeting. It is proposed that daily   
allowances and compensation for travel expenses be payable in accordance with   
the Group's Travel Expenses Regulations. The emoluments are equivalent to those 
decided by the AGM in 2008.                                                     

11. Decision on the number of members of the Board of Directors                 

In accordance with the Articles of Association, the Chairman of OP-Pohjola Group
Central Cooperative's Executive Board acts as the Chairman of the Company's     
Board of Directors and the Vice Chairman of OP-Pohjola Group Central            
Cooperative's Executive Board acts as the Vice Chairman of the Board of         
Directors, and the Board comprises a minimum of three (3) and a maximum of six  
(6) other members elected by the AGM.                                           

OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that the Board of Directors comprise eight members. Currently, the Board of 
Directors has eight members.                                                    

12. Election of members of the Board of Directors                               

OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that Managing Director Merja Auvinen, President and CEO Jukka Hienonen,     
Deputy Managing Director Simo Kauppi, Professor Satu Lähteenmäki, President and 
CEO Markku Vesterinen and Tom von Weymarn be elected to the Board of Directors, 
in accordance with their consent. Of those proposed, Jukka Hienonen is not a    
member of the current Board of Directors. Personal details on the Board nominees
are available at www.pohjola.fi. The Board members' term of office terminates   
upon the closing of the AGM following their election.                           

In addition, the Board of Directors has a Chairman, Reijo Karhinen, Executive   
Chairman of OP-Pohjola Group, who chairs the Executive Board of the central     
institution of the amalgamation of the cooperative banks as referred to in      
Section 3 of the Act on Cooperative Banks and Other Cooperative Credit          
Institutions, and a Vice Chairman, Tony Vepsäläinen, Vice Chairman of the       
Executive Board of the Central Cooperative and President, who acts as the Vice  
Chairman of said central institution by virtue of Article 12 of the Company's   
Articles of Association.                                                        

13. Decision on auditors' remuneration                                          

OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that auditors' remuneration be paid based on a reasonable invoiced amount.  

14. Election of auditors                                                        

OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that KPMG Oy Ab, a firm of authorised public accountants, be elected the    
Company's auditor, in accordance with its consent, with the term of office      
terminating upon the closing of the AGM following its election.                 

15. Authorisation given to the Board of Directors to decide on a share issue and
on granting stock options and other special rights entitling to Company shares  

The Board of Directors proposes that the AGM authorise the Board of Directors to
resolve on one or more share issues against payment and/or on granting stock    
options or other special rights as referred to in chapter 10, section 1 of the  
Finnish Companies Act (624/2006, as amended). On 12 February 2009, the Company  
announced its intention to proceed with a rights offering of approximately EUR  
300 million, which the Board of Directors aims to execute during spring 2009, in
view of market conditions and within the scope of this authorisation being      
proposed to the AGM. It is proposed that this authorisation be exercised for the
purpose of strengthening the Company's capital structure and for the Company to 
be able to pursue various business opportunities.                               

The total number of new Series A shares and Series K shares to be subscribed in 
a share issue and/or by virtue of stock options or other special rights may not 
exceed 235,400,000 and 64,600,000, respectively.                                

It is proposed that the authorisation contain the right of resolving on the     
terms and conditions of a share issue, stock options and special rights, and on 
matters relating to these measures. According to the proposal, the Board of     
Directors also has the right to determine whether the subscription price is to  
be entered in full or in part in the Company's reserve for invested             
non-restricted equity or share capital.                                         

It is proposed that the authorisation be effective until the closing of the     
following AGM.                                                                  

In its authorisation proposal, the Board of Directors has taken account of the  
current market conditions and may therefore decrease, where necessary, before   
the AGM the proposed number of shares to be issued pursuant to the              
authorisation. This enables the Board of Directors to monitor market conditions 
until the AGM and determine the size of the proposed authorisation based on the 
circumstances prevailing at the time of the AGM. Should the Board of Directors  
revise its proposal, the revised proposal will be published as a company release
before the opening of the AGM, at the latest.                                   

Shareholders representing more than two-thirds of the total number of votes     
conferred by the Company's shares have announced their support for the Board of 
Directors' proposal.                                                            

16. Closing of the Meeting                                                      


B. Meeting documents                                                            

The aforementioned proposal made by the Board of Directors and this Notice of   
Annual General Meeting are available at www.pohjola.fi. Pohjola Bank plc's      
Financial Statements, Report by the Board of Directors and Auditors' Report will
be available on the Company's website on or about 6 March 2009. The documents   
will also be available at the AGM, and copies thereof will be sent to           
shareholders upon request. The Review presented by the President and CEO at the 
AGM will be available on the Company's website after the AGM. The Minutes of the
AGM will be available on the Company's website on 9 April 2009 at the latest.   

C. Instructions for AGM attendants                                              

1. Right to attend the AGM and registration for the AGM                         

The AGM will be open to all shareholders registered on the record date for the  
AGM, 17 March 2008, in the Company's Shareholder Register, maintained by        
Euroclear Finland Ltd. A shareholder whose shares have been entered in his      
personal book-entry securities account is listed on the Company's Shareholder   
Register.                                                                       

Shareholders wishing to attend the AGM must inform the Company thereof no later 
than 4.00 pm on Thursday, 19 March 2009. Shareholders may register for the AGM: 
- on the Company's website at www.pohjola.fi;                                   
- by telephone, +358 (0)10 252 2900, Mon.-Fri. from 9.00 am until 4.00 pm;      
- by email pohjolayk@pohjola.fi;                                                
- by fax, +358 (0)10 252 2503; or                                               
- by letter, Pohjola Bank plc, Legal Affairs/TeC5, Riina Hero, P.O. Box 308,    
FI-00013 Pohjola.                                                               

The registration, including the shareholder's name, date of birth or business   
ID, the name of any proxy or assistant and the name and telephone number or     
email address of the person performing the registration, must arrive at the     
Company by the abovementioned deadline. These personal details will be used only
in connection with the AGM and any related necessary handling of registrations. 

A shareholder present at the AGM has the right to present questions about       
matters discussed at the Meeting, in accordance with Chapter 5, Section 25 of   
the Companies Act.                                                              

2. Proxy and power of attorney                                                  

A shareholder may use a proxy to exercise his rights at the AGM. A shareholder's
proxy must present a dated power of attorney or prove otherwise in a reliable   
manner that he is authorised to represent the shareholder.                      

For the purpose of facilitating arrangements for the AGM, any powers of attorney
should be sent in the aforementioned manner by mail or fax by the deadline for  
registration stated above. A power of attorney template (Valtakirjamalli) is    
available at www.pohjola.fi.                                                    

3. Holder of nominee-registered shares                                          

A holder of nominee-registered shares wishing to attend the AGM must be entered 
in the Company's Shareholder Register on the record date for the AGM, 17 March  
2009. A holder of nominee-registered shares should ask his asset manager for the
necessary instructions relating to registration in the Shareholder Register, the
issue of powers of attorney and registration for the AGM. Further information on
the related matters can be found at www.pohjola.fi.                             

4. Other instructions and information                                           

On the date of Notice of the Annual General Meeting, the number of Company      
shares totals 203,350,900, Series A shares and Series K shares numbering        
159,564,128 and 43,786,772, respectively. On the same date, the votes conferred 
by Company shares totals 378,497,988, the votes conferred by Series A shares and
Series K shares totalling 159,564,128 and 218,933,860, respectively.            

Helsinki, 2 March 2009                                                          

Pohjola Bank plc                                                                
Board of Directors                                                              

Pohjola Bank plc                                                                


Markku Koponen                                                                  


For further information, please contact:                                        
Markku Koponen, Senior Vice President (Corporate Communications), tel. +358     
(0)10 252 2648                                                                  

Distribution                                                                    
NASDAQ OMX Helsinki                                                             
London Stock Exchange                                                           
SWX Swiss Exchange                                                              
Major media                                                                     
www.pohjola.fi, www.op.fi