Pohjola Pankki Oyj - Notice to general meeting

Notice of Pohjola Bank plc's Annual General Meeting

Pohjola Bank plc
STOCK EXCHANGE RELEASE
17 February 2014, 12:00

Notice of Pohjola Bank plc's Annual General Meeting

Notice is hereby given that Pohjola Bank plc's (hereinafter the Company) Annual
General Meeting (AGM) will be held in the Congress Wing of the Helsinki
Exhibition & Convention Centre, Rautatieläisenkatu 3, Helsinki (Eastern Pasila)
on Thursday, 20 March 2014 March, starting at 2.00 pm. The venue's location and
travel information can be found on the Helsinki Exhibition & Convention Centre's
website at www.finnexpo.fi > Language options: English > Visitors > Travel info.

The venue will be open to shareholders registered for the Meeting from 1.00 pm
and tea and coffee will be served in the reception area before the Meeting.

A. Items on the AGM's agenda

Agenda:

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 the Meeting

5. Recording of those present and confirmation of voters list

6. Presentation of the Financial Statements, the Report by the Board of
Directors and the Auditor's Report for 2013
- President and CEO's review

7. Adoption of the Financial Statements

8. Decision on allocation 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
0.67 be paid on Series A shares and EUR 0.64 on Series K shares, based on the
Company's adopted balance sheet for the financial year that ended on 31 December
2013. The dividend record date is 25 March 2014 and the payment date 3 April
2014. In addition, the Board of Directors proposes that a maximum of EUR 75,000
be available to the Board of Directors reserved from the distributable funds for
donations and other charitable contributions.

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

10. Decision on emoluments payable to the Board of Directors

OP-Pohjola Group Central Cooperative, which, as at 13 February 2014, held
63,43% of the votes conferred by Pohjola Bank plc shares, has announced that it
will propose to the AGM that monthly Board emoluments be as follows: EUR 8,000
payable to the Chairman, EUR 5,500 payable to the Vice Chairman and EUR 4,500
payable to other Board members. An additional monthly emolument of EUR 1,000 is
paid to such Board committee chairs who are not the Chairman or Vice Chairman of
the Board. These monthly Board emoluments are treated as pensionable salary, in
accordance with the proposal. In addition, the proposed attendance allowance is
EUR 550 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 proposed emoluments equal the
current ones.

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

By law, the Chairman of OP-Pohjola Group Central Cooperative's Executive Board
acts as the Chairman of the Company's Board of Directors and, by virtue of the
Articles of Association, 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 (8) members. The current number of Board members is eight (8).

12. Election of members of the Board of Directors

OP-Pohjola Group Central Cooperative has announced that it will propose to the
AGM that all existing members be re-elected: President and CEO Jukka Hienonen,
Managing Director Jukka Hulkkonen, Managing Director Mirja-Leena (Mirkku)
Kullberg, Managing Director Marjo Partio, President and CEO Harri Sailas and Tom
von Weymarn be elected to the Board of Directors, in accordance with their
consent. Personal details on the Board nominees are available at www.pohjola.com> Investor Relations > Corporate Governance > General Meeting of Shareholders.
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 and CEO of OP-Pohjola Group, who chairs the
Executive Board of OP-Pohjola Group Central Cooperative, the central institution
of OP-Pohjola Group; and a Vice Chairman, Tony Vepsäläinen, who acts as Chief
Business Development Officer of OP-Pohjola Group Central Cooperative.

13. Decision on auditors' remuneration

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

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 re-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

The Board of Directors proposes that the AGM authorise the Board of Directors to
decide on one or several rights issues. The total number of Series A and Series
K shares offered for subscription in such a rights issue may not exceed
24,000,000 and 6,000,000, respectively.

According to the proposal, the Board of Directors is also authorised to waive
the shareholders' pre-emptive right (private placement), should there be, from
the Company's perspective, a financially cogent reason to do so, in accordance
with the Limited Liability Companies Act. In such a case, this authorisation may
be exercised for the purpose of financing and executing company acquisitions or
other transactions relating to the Company's business.

The authorisation contains the Board of Directors' right of stipulating the
terms and conditions of a share issue and on other matters relating to these
measures. Based on the proposal, the Board of Directors also has the right to
decide on whether the subscription price will be entered in full or in part in
the reserve for invested non-restricted equity or share capital.

It is proposed that the Board authorisation be valid until 20 March 2015.

16. Closing of the Meeting

B. Meeting documents

The aforementioned proposals made by the Board of Directors, this Notice of
Annual General Meeting and other documents for the AGM, as prescribed by the
Limited Liability Companies Act and the Securities Markets Act, are available
for inspection by shareholders at www.pohjola.com. The Company's Financial
Statements, Report by the Board of Directors, Corporate Governance Statement and
Auditors' Report will be available on the aforementioned website approximately
as of 20 February 2014.

The presentation material based on the President and CEO's review at the AGM
will be available in Finnish, Swedish and English after the AGM on the Company's
website at www.pohjola.com > Investor Relations > Corporate Governance > General
Meeting of Shareholders. The Minutes of the AGM will be available for inspection
on the aforementioned website in two weeks' time after the AGM.

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, Monday, 10 March 2014, 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, 13 March 2014. Shareholders may begin to register for
the AGM as of 18 February 2014, Tuesday, starting at 8.00 am:
- 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 fax, +358 (0)10 252 3646;  or
- by letter, Pohjola Bank plc, Anna Eskelinen, P.O. Box 308, FI-00013 Pohjola.

The registration, including the shareholder's name, personal identity code (or
date of birth) or business ID, address, telephone number and the name of any
authorised representative or assistant and the authorised representative's
personal identity code, 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.

2. Authorised representative and power of attorney

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

A shareholder may have several authorised representatives who represent him
through shares in different book-entry accounts. In such a case, the shareholder
must, in connection with registration, notify of the shares on the basis of
which each authorised representative represents him.

For the purpose of facilitating arrangements for the AGM, any powers of attorney
should be sent by letter, Pohjola Bank plc, Anna Eskelinen, P.O. Box 308, FI-
00013 Pohjola, or by fax (+358 (0)10 252 3646), by the deadline for registration
stated above. A power of attorney template is available at www.pohjola.com >
Investor Relations > Corporate Governance > General Meeting of Shareholders.

A shareholder may also authorise a representative by filing such authorisation
electronically when registering for the AGM at www.pohjola.com > Investor
Relations > Corporate Governance > General Meeting of Shareholders. For this
purpose, the shareholder needs to provide the number of his book-entry account.

3. Holder of nominee-registered shares

A holder of nominee-registered shares wishing to attend the AGM must be reported
for temporary entry into the Company's Shareholder Register no later than 10.00
am (Finnish time) on Monday, 17 March 2014. Such reporting for temporary entry
requires that the holder of nominee-registered shares should have had the right
to be entered into the Company's Shareholder Register on the basis of the same
shares on 10 March 2014, the record date for the AGM. Reporting for temporary
entry into the Shareholder Register is considered registration for the AGM.

The asset manager's account operator shall report for said entry. A holder of
nominee-registered shares should ask his asset manager well in advance for the
necessary instructions relating to reporting for entry into the Shareholder
Register, the issue of powers of attorney and registration for the AGM. Further
information on this matter can also be found at www.pohjola.com > Investor
Relations > Corporate Governance > General Meeting of Shareholders.

4. Other information

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 Limited Liability Companies Act. He may send such a question in advance to
the Company's Investor Relations by email to ir(a)pohjola.fi.

On 17 February 2014, the date of release of Notice of the Annual General
Meeting, the number of Company shares totals 319,551,415, Series A shares and
Series K shares numbering 252,009,866 and 67,541,549, respectively. On the same
date, the votes conferred by Company shares totals 589,717,611, the votes
conferred by Series A shares and Series K shares totalling 252,009,866 and
337,707,745, respectively.


Helsinki, 17 February 2014
Pohjola Bank plc

Board of Directors


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

FOR MORE INFORMATION, PLEASE CONTACT:
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 well-being 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. We offer 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 came 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

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