Pohjola Pankki Oyj - Notice to general meeting

Pohjola Bank plc's Annual General Meeting 2012 and Proposals by the Board of Directors to the Annual General Meeting

Pohjola Bank plc
STOCK EXCHANGE RELEASE
8 February 2012 at 8.35 am (EET)

Pohjola Bank plc's Annual General Meeting 2012 and Proposals by the Board of
Directors to the Annual General Meeting


Pohjola Bank plc's Board of Directors has decided that the Annual General
Meeting (AGM) be held in the Helsinki Exhibition & Convention Centre on Tuesday,
27 March 2012, starting at 2.00 pm.

Notice of the Meeting will be published as a stock exchange release on Monday
20 February 2012 and on the Company's website on 21 February 2012. An
announcement of the Meeting will appear in Helsingin Sanomat and
Hufvudstadsbladet on 21 February 2012.

The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.41 be paid on Series A shares and EUR 0.38 on Series K shares.  In addition,
the Board of Directors has decided to propose to the AGM that the AGM authorise
the Board of Directors to decide on one or several share issues.

1. Allocation of distributable funds for the financial year 2011

The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.41 be paid on Series A shares and EUR 0.38 on Series K shares, based on the
Company's adopted balance sheet for the financial year that ended on 31 December
2011.  The dividend record date is 30 March 2012 and the payment date 10 April
2012. In addition, the Board of Directors proposes that a maximum of EUR
150,000 be available to the Board of Directors reserved from the distributable
funds for donations and other charitable contributions.

2. Authorisation to decide on one or several share issues

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.

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 27 March 2013.


Pohjola Bank plc



Carina Geber-Teir
Chief Communications Officer

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

FOR MORE INFORMATION, PLEASE CONTACT
Niina Pullinen, Senior Vice President, Investor Relations, tel. +358 (0)10
252 4494


Pohjola Bank plc 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 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. We offer non-life insurance and private banking services to corporate
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
34,000. Pohjola's consolidated earnings before tax came to 258 million euros in
2011 and the balance sheet total amounted to 41 billion euros on 31 December
2011. Pohjola is part of OP-Pohjola Group, the leading financial services group
in Finland with over four million customers.

www.pohjola.com



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