Pohjola Pankki Oyj - Tender offer

Supplement to OP-Pohjola's Offer Document

OP-Pohjola Group Central Cooperative
Stock exchange release
4 April 2014, 3.15 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.

Supplement to OP-Pohjola's Offer Document

The Offer Document approved by the Finnish Financial Supervisory Authority and
related to the voluntary public Tender Offer made by OP-Pohjola Group Central
Cooperative ("OP-Pohjola") for all shares issued by Pohjola Bank plc ("Pohjola
Bank") was published on 21 February 2014. The offer period according to the
Tender Offer expired on 1 April 2014. In its announcement on 2 April 22014, OP-
Pohjola has decided to complete the Tender Offer in accordance with its terms
and conditions. OP-Pohjola today announced the final result of the Tender Offer
and a decision to extend the offer period by an extra offer period ("Extra Offer
Period") in accordance with the terms and condition of the Tender Offer. This
stock exchange release supplements the offer document published by OP-Pohjola on
21 February 2014.

Since OP-Pohjola announced on 2 April 2014 the satisfaction of all the
conditions for completion of the Tender Offer and a decision to complete the
Tender Offer declaring it unconditional, this supplement to the Offer Document
does not entitle Pohjola Bank shareholders who have accepted the Tender Offer to
withdraw from their prior acceptance of the Tender Offer unless otherwise
provided by mandatory law.

Final result of the Tender Offer

The shares tendered in the Tender Offer according to the final result of the
Tender Offer represent approximately 42.22 per cent of all Pohjola Bank shares
and approximately 27.56 per cent of the votes conferred by the shares. The
shares tendered in the Tender Offer together with those acquired by OP-Pohjola
on the market increase OP-Pohjola's ownership to approximately 94.07 per cent of
all Pohjola Bank shares and approximately 96.78 per cent of all votes conferred
by the shares.

The final result of the Tender Offer confirms the preliminary result according
to which the OP-Pohjola's proportion of the shares and votes in Pohjola exceeds
the 90 per cent threshold and all the conditions for completion of the Tender
Offer have been satisfied. The offer consideration will be paid to the
shareholders, who have validly accepted the Tender Offer in accordance with the
terms and conditions of the Tender Offer, on or about 11 April 2014.

In order to allow the remaining shareholders the possibility to still accept the
Tender Offer, OP-Pohjola today announced that it has decided to extend the offer
period by an Extra Offer Period in accordance with the terms and conditions of
the Tender Offer. The Extra Offer Period will commence on 7 April 2014 at 9.30
am (Finnish time) and expire on 22 April 2014 at 4.00 pm (Finnish time). The
offered consideration is EUR 16.13 in cash for each Series A share and thus
corresponds to the consideration offered during the ordinary offer period.

During the Extra Offer Period, the Tender Offer can be accepted in accordance
with the acceptance procedure described in the terms and conditions of the
Tender Offer. The acceptance of the Tender Offer given during the Extra Offer
Period will be binding and cannot be withdrawn unless otherwise provided by
mandatory law. Further information and instructions are available from any
branch office of OP-Pohjola Group cooperative banks or Helsinki OP Bank Plc.

The sale and purchase of the shares tendered during the Extra Offer Period will
be executed on NASDAQ OMX Helsinki Ltd no later than the fifth (5th) Finnish
banking day following the expiry of the Extra Offer Period, i.e. on or about 29
April 2014, if permitted by the rules applicable to securities trading on NASDAQ
OMX Helsinki Ltd. Settlement will be effected on or about the third (3rd)
Finnish banking day following the execution of the above trades, i.e. on or
about 5 May 2014 ("Settlement Date").

The payment of the offer price for the shares tendered during the Extra Offer
Period will be deposited on the Settlement Date into the bank account linked to
the book-entry account of the shareholder or, in the case of nominee-registered
shares, into the bank account specified in the acceptance form. If the bank
account of a tendering shareholder is with a financial institution other than
such holder's book-entry account, the offer price for the shares will be paid,
in accordance with the schedule of money transactions between financial
institutions, into the holder's bank account so that it will be on the bank
account of the shareholder approximately two (2) Finnish banking days following
the Settlement Date, at the latest.

OP-Pohjola will announce the preliminary percentage of the shares validly
tendered during the Extra Offer Period on or about 23 April 2014 and the final
percentage on or about 25 April 2014.

Since OP-Pohjola's ownership of Pohjola Bank will exceed nine-tenths (9/10) of
all the shares and votes already after the settlement of the shares tendered in
the Tender Offer, OP-Pohjola intends to initiate compulsory redemption
proceedings (squeeze-out) for the remaining shares in Pohjola Bank under the
Finnish Limited Liability Companies Act.

OP-Pohjola will not, for the time being, acquire shares in Pohjola Bank in
public trading on NASDAQ OMX Helsinki Ltd or in a manner other than the offer
for the Extra Offer Period. However, OP-Pohjola reserves the right to execute
such acquisitions at a later date within the limits set by applicable laws

Revised capital adequacy ratios included in Helsinki OP Bank Plc's prospectus

Helsinki OP Bank plc wholly owned by OP-Pohjola will today publish a prospectus
regarding a subordinated debenture loan programme worth EUR 200,000,000 approved
by the Financial Supervisory Authority. The prospectus is available on OP-
Pohjola Group's website at www.op.fi/helsinki. The text on pages 9-10 of the
prospectus under Actions Taken to Strengthen the Solvency of OP-Pohjola Group is
replaced with the following text on page 75 of the prospectus under Actions
Taken to Strengthen the Solvency of OP-Pohjola Group:"The estimated Common Equity Tier 1 ratio (CET1) of OP-Pohjola Group in
accordance with national legislative amendments caused by the European Union's
Capital Requirements Directive (2013/36/EU, CRD IV) and the Capital Requirements
Regulation (575/2013, CRR) stood at 17.0 per cent and total capital ratio at
19.1 per cent on 1 January 2014. The estimated capital adequacy ratios exclude
OP Bank Group Mutual Insurance Company's (OVY) equalisation provisions which de
facto cover the most important risk type of OP-Pohjola Group, i.e. credit risk.
These equalisation provisions may affect core equity capital through counting
them towards equity capital, for example, if loan losses realise or a decision
is made to count them towards equity capital. Including OVY's equalisation
provisions, the CET1 ratio would have been 0.6 and total capital ratio by 0.5
percentage points higher than presented above. After the completion of the
Tender Offer, the CET1 ratio is estimated to be 11.1 per cent and total capital
ratio 13.2 per cent. The OVY equalisation provisions have also the effect
presented above on the ratios following the completion of the Tender Offer. The
EUR 2.5 billion purchase of Pohjola Bank shares held outside OP-Pohjola Group
forms the most substantial item that affects the capital adequacy ratios
following the completion of the Tender Offer. The information presented above is
preliminary, involving uncertainty because regulation is still being processed.


In light of tightening regulatory requirements and the need to ensure OP-Pohjola
Group's competitive position against customers, credit rating agencies and
wholesale funding markets, OP-Pohjola Group Central Cooperative has decided to
raise its CET1 ratio target for OP-Pohjola Group from the current 15 per cent to
18 per cent. The Group must meet the CET1 target, based on the highest-quality
form of capital, by the end of 2016.

It is estimated that the CET1 ratio will reach the new 18 per cent target by the
end of 2016 through OP-Pohjola Group's strong internal capital generation and
through the issuance of new profit shares. OP-Pohjola Group intends to issue a
total of approximately EUR 1.3 billion in profit shares to Group cooperative
banks' customer-owners during 2014 and 2015 in order to strengthen its CET1. In
addition, the intention is to convert the existing supplementary cooperative
capital of EUR 0.6 billion into profit shares. A subordinated debenture loan
issued by Helsinki OP Bank Plc forms part of the actions aimed at strengthening
the capital base.

At the end of 2013, OP-Pohjola Group's capital adequacy ratio under the Act on
the Supervision of Financial and Insurance Conglomerates (699/2004, as amended)
stood at 1.90. The completion of the Tender Offer also reduced this capital
adequacy ratio. The actions stated above aimed at strengthening core equity
capital, the Group's strong internal capital generation and the issuance of the
new profit shares will also increase the capital adequacy ratio under the Act on
the Supervision of Financial and Insurance Conglomerates."

OVY refers to OP Bank Group Mutual Insurance Company, Pohjola Bank refers to
Pohjola Bank plc and Helsinki OP Bank refers to Helsinki OP Bank Plc.


OP-Pohjola Group Central Cooperative

Carina Geber-Teir
Chief Communications Officer

For more information:
OP-Pohjola Communications, media contacts, tel. +358 (0)50 523 99 04

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

OP-Pohjola Group is Finland's leading financial services group providing a
unique range of banking, investment and insurance services. The Group has the
mission of promoting the sustainable prosperity, well-being and security of its
owner-members, customers and operating regions through its local presence. Its
objective is to offer the best and most versatile package of loyal customer
benefits on the market. OP-Pohjola Group consists of some 180 member cooperative
banks and the Group's central institution, OP-Pohjola Group Central Cooperative,
with its subsidiaries and closely-related companies, the largest of which is the
listed company Pohjola Bank plc. With a staff of 12,000 OP-Pohjola Group posted
consolidated earnings of 705 million euros before tax in 2013 and had total
assets of 101 billion euros on 31 December 2013. The group has 4.3 million
customers.

www.op.fi

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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