Pohjola Pankki Oyj - Tender offer

STATEMENT OF THE BOARD OF DIRECTORS OF POHJOLA BANK PLC REGARDING THE VOLUNTARY PUBLIC BID BY OP-POHJOLA GROUP CENTRAL COOPERATIVE

Pohjola Bank plc
STOCK EXCHANGE RELEASE
13 February 2014 at 10:05 am

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.

STATEMENT  OF THE BOARD OF DIRECTORS OF POHJOLA BANK PLC REGARDING THE VOLUNTARY
PUBLIC BID BY OP-POHJOLA GROUP CENTRAL COOPERATIVE

Reference  is made  to the  stock exchange  release by  OP-Pohjola Group Central
Cooperative   (hereinafter   the  "Offeror")  on  6 February  2014 (the  "Launch
Release")  concerning the launch of a  voluntary public tender offer (the "Bid")
by  the  Offeror  for  the  outstanding  Series  A and K shares (hereinafter the"Shares")  in Pohjola Bank plc (hereinafter "Pohjola") that are not already held
by  the Offeror. The Board of Directors  of Pohjola (the "Pohjola Board") hereby
issues the following statement pursuant to Chapter 11, Section 13 of the Finnish
Securities Market Act (746/2012, as amended) regarding the Bid.

The Bid in Brief

The  following  summary  of  the  terms  and  conditions  of the Bid is based on
information  contained in the Launch Release.  The cash consideration in the Bid
(the  "Offer Price")  is EUR  16.80 for each  Series A  and Series  K share. The
amount  of distributed dividends or other assets payable for each tendered share
will  be deducted from the Offer Price in  the event that Pohjola decides on the
distribution  of dividends or other assets  before the tendered Shares have been
transferred to the Offeror.

The  Offeror estimates that the  offer period for the  Bid begins on 24 February
2014, and the Bid is expected to remain in force until 1 April 2014. The Offeror
reserves  the right to extend  the offer period from  time to time in accordance
with the terms and conditions of the Bid.

The  completion of the Bid is conditional  on certain preconditions being met or
the  waiver thereof by  the Offeror. Such  conditions include, among other, that
the  Bid is  validly approved  for Shares  that, together  with the other Shares
owned by the Offeror or those acquired by the Offeror during or before the offer
period,  represent more than ninety (90) percent  of the Shares and votes issued
by  Pohjola, and  that the  Pohjola Board  has recommended that the shareholders
accept the Bid (and said recommendation remains in force without amendment). The
detailed  terms and  conditions of  the Bid  as well  as instructions  on how to
approve  the  Bid  will  be  included  in  the offer document (the "Tender Offer
Document"),  which the Offeror  expects to publish  by 21 February 2014. For the
purposes  of issuing this  statement the Offeror  has provided the Pohjola Board
with a Finnish language draft of the Tender Offer Document.

Assessment of the Bid from the Perspective of Pohjola and its Shareholders

The  Pohjola Board recognizes the industrial logic  underlying the Bid, as it is
described  in  the  Launch  Release.  The  Pohjola  Board  also  recognizes that
 compared to the volume-weighted average trading price of the Series A shares on
NASDAQ  OMX Helsinki  Ltd the  Offer Price  includes a  premium of approximately
30.5 percent  during the 12-month period preceding  the date of the announcement
of  the Bid, a  premium of approximately  23.3 percent during the 6-month period
preceding  the announcement  of the  Bid, and  a premium  of approximately 18.1
percent  compared to the closing price of the  Series A share of EUR 14.23 on 5
February 2014 (the last trading day before the announcement of the Bid).

The  Pohjola Board  has considered  that the  approach by  the Offeror  has been
serious as provided in the Helsinki Takeover Code (Ostotarjouskoodi) referred to
in  Chapter 11, Section  28 of the  Finnish Securities  Markets Act. The Pohjola
Board  has resolved that entering into  negotiations with the Offeror, including
the  possibility for the Offeror to conduct due diligence regarding Pohjola, has
been in the interests of all Pohjola's shareholders.

The Pohjola Board has assessed the Bid and its terms and conditions. The Pohjola
Board  concludes that the Bid provides a reasonable alternative for shareholders
in prevailing circumstances where:

 a. the  Offeror held on the  date of the announcement  of the Bid approximately
    37.2 percent  of  the   Shares   and   approximately  61.3  percent  of  the
     votes  in  Pohjola  and  is  the central institution of OP-Pohjola Group;
 b. Pohjola's  regulatory  environment  is  changing  due  to increasing capital
     requirements, among other things;
 c. OP-Pohjola   Group  will increase  its  capitalisation targets as  announced
    by  the  Offeror  concurrently  with  the  Bid,  which may have an impact on
    Pohjola's capitalisation targets as well; and
 d. the liquidity of the Shares may decrease as a result of the Bid.
Based on the above the Pohjola Board recommends that the shareholders of Pohjola
accept the Bid.

The Pohjola Board draws the attention of Pohjola's shareholders to the fact that
the  Offeror held on the date of the announcement of the Bid approximately 37.2
percent  of the Shares and approximately 61.3 percent of the vote in Pohjola and
is  consequently in a  position at Pohjola's  General Meeting of Shareholders to
nominate  the Board of Directors of Pohjola  and to resolve within the limits of
applicable  law on  the distributable  amount of  dividend, among  other things.
Furthermore,  by  virtue  of  law  and  Pohjola's  Articles  of Association, the
Chairman and the Vice Chairman of the Pohjola Board are appointed by the Offeror
instead of Pohjola's General Meeting of Shareholders. Based on the above and the
position of Pohjola as the central financial institution of OP-Pohjola Group, it
is  unlikely that a successful competing tender  offer by a third party would be
made concerning the Shares.

The  attention of the  shareholders is also  drawn to the  fact that the Offeror
does not currently have an obligation to make a mandatory tender offer regarding
the  Shares. The transferring to the Offeror of Shares validly tendered pursuant
to  the Bid may  for its part  result in a  decrease in the  number of Pohjola's
shareholders,  which may  in turn  decrease the  liquidity of Pohjola's Series A
shares. Pursuant to the Finnish Companies Act, a shareholder with more than nine
tenths  of the shares in the company and voting rights carried by the shares has
the  right to  redeem the  shares of  the other  shareholders at a fair price in
statutory redemption proceedings.

A  value for the Shares at the level of the Bid or higher may not necessarily be
realised  in the future. Shareholders who do not accept the Bid should therefore
take notice of the facts described above.

Strategic Plans of the Offeror and Their Likely Effects on Operations and
Employment

The Offeror has in the Launch Release outlined its strategic plans following the
completion  of the Bid,  which include, among  other things, the streamlining of
the  corporate  structure  and  decision-making  within  OP-Pohjola  Group.  The
streamlining  is  planned  to  include  transferring  Pohjola  Insurance Ltd and
Pohjola  Asset Management Ltd to the Offeror as fully owned direct subsidiaries,
as  well as  the merger  of Pohjola  and Helsinki  OP Bank  Plc. The Offeror has
estimated  that the planned arrangements  are expected to generate approximately
EUR  50 million per annum in synergy benefits for the OP-Pohjola Group, of which
approximately  EUR 20 million is  estimated to come  from cost synergies and EUR
30 million  from revenue synergies.  The Offeror estimates  that these synergies
will be fully implemented over approximately five years.

Based  on the information  provided by the  Offeror, the Pohjola Board estimates
that  the strategic plans  of the Offeror  pursuant to the  Bid would not appear
generally  to have  a significant  effect on  the business operations, assets or
employment  of Pohjola. The  Pohjola Board notes,  however, that the Offeror has
stated   in  the  Launch  Release  that  the  possible  impact  of  the  planned
arrangements  on the status of  the management and employees  of Pohjola and OP-
Pohjola Group Central Cooperative Consolidated will be specified at a later date
in  connection with the re-organisation and  integration planning that will take
place after the completion of the Bid.

Financing of the Bid

According  to  information  published  by  the  Offeror,  the Offeror intends to
finance  the  purchase  of  the  Shares  pursuant to the Bid through cooperative
capital,  supplementary cooperative capital, debt  financing and internal liquid
assets.

Pohjola  has in relation  to the Bid  agreed to provide  to the Offeror a credit
limit on arm's length terms on the basis of Pohjola's task to fulfil the funding
needs  of OP-Pohjola Group as  OP-Pohjola Group's central financial institution.
The  credit limit concerns the acquisition of Pohjola's Series A shares, and its
granting  is based on Section 35 of the Act on Credit Institutions (121/2007, as
amended), among other things.

Preparation of the Statement

The  Pohjola Board has  set up a  committee consisting of  Pohjola Board members
with  no ties to the Offeror or the  Bid to prepare the assessment by Pohjola of
the  Bid. The committee  members are Tom  von Weymarn (Chairman), Jukka Hienonen
and  Mirja-Leena (Mirkku) Kullberg.  To meet quorum  requirements, Board members
Jukka  Hulkkonen and  Marjo Partio  have participated  in Pohjola Board meetings
regarding  the Bid to the extent that  decisions have been required to be taken.
Hulkkonen  and Partio do not have a conflict of interest in the matter, but have
certain  ties to the Bid as defined in the Helsinki Takeover Code. Hulkkonen and
Partio have not taken part in preparing the decisions relating to the Bid. Reijo
Karhinen  (Chairman of the Board of  Directors), Tony Vepsäläinen (Vice Chairman
of  the Board of Directors) and Harri  Sailas (Board member) have not taken part
in  either any preparatory measures or  any decision-making by Pohjola regarding
the Bid.

Other Matters

As  part of  its evaluation  of the  Bid, the  Pohjola Board  has requested from
Deutsche  Bank AG, London  Branch, to deliver  a fairness opinion (the "Fairness
Opinion")  concerning the fairness, from a financial point of view, of the Offer
Price  to  Pohjola's  shareholders  not  affiliated  with  the  Offeror  or  its
affiliated parties. The Fairness Opinion is attached in full as Appendix to this
statement.

In  matters related to the  Bid, Pohjola has committed  itself to complying with
the Helsinki Takeover Code (Ostotarjouskoodi) referred to in Chapter 11, Section
28 of the Finnish Securities Markets Act.

This  statement  of  the  Pohjola  Board  does  not constitute investment or tax
advice,  and the Pohjola Board does not specifically evaluate herein the general
price  development or the risks re­lating to the Shares in general. Shareholders
must  independently decide whether to accept the  Bid, and they should take into
account  all  relevant  information  available  to  them,  including information
presented in the Tender Offer Document and this statement.

Deutsche  Bank AG (London Branch) has acted  as the financial adviser and Hannes
Snellman Attorneys Ltd as the legal counsel to Pohjola with respect to the Bid.



Helsinki, 13 February 2014

POHJOLA BANK PLC
Board of Directors



Carina Geber-Teir
Chief Communications Officer



For more information, please contact:

Tom von Weymarn, Chairman of the independent committee

Please contact OP-Pohjola Pressroom for an interview +358 505239904



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


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



Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Conduct Authority.  Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Conduct
Authority are available on request. Deutsche Bank AG, London Branch is acting as
financial adviser to Pohjola Bank plc and no one else in connection with the
contents of this announcement and will not be responsible to anyone other than
Pohjola Bank plc for providing the protections afforded to clients of Deutsche
Bank AG, London Branch, nor for providing advice in relation to any matters
referred to herein.



THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OR
AN INVITATION TO MAKE A SALES OFFER. NO TENDER OFFER WILL BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE OFFERING OR OFFER PARTICIPATION WOULD BE
PROHIBITED BY APPLICABLE LAW, OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR ANY OTHER REQUIREMENT WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
IN PARTICULAR, NO TENDER OFFER WILL BE MADE DIRECTLY OR INDIRECTLY IN OR INTO,
OR BY USE OF THE POSTAL SERVICE OR ANY OTHER MEANS (INCLUDING, WITHOUT
LIMITATION, FACSIMILE, TELEX, TELEPHONE OR THE INTERNET) OR ANY FACILITIES OF A
SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG.



APPENDIX: Fairness Opinion by Deutsche Bank AG (London Branch) dated 12 February
2014



                                                                12 February 2014

The Board of Directors

Pohjola Pankki Oyj
Teollisuuskatu 1B
FI-00510, Helsinki
Finland


Dear Sirs

Deutsche Bank AG, acting through its London Branch ("Deutsche Bank") is acting
as financial adviser to Pohjola Pankki Oyj ("Pohjola") in connection with the
proposed offer (the "Offer") made by OP-Pohjola Group Central Cooperative (the"Offeror") for the entire issued and outstanding ordinary share capital of
Pohjola not already held by the Offeror. The consideration proposed to be paid
by the Offeror pursuant to the Offer is €16.80 per each ordinary "A" share and
ordinary "K" share of Pohjola (each an "Ordinary Share" and, together, the"Ordinary Shares") to be paid in cash (the "Consideration") pursuant to the
terms and conditions as described in the Offeror's announcement of the Offer
dated 6 February 2014 (the "Terms and Conditions").

As at the date hereof, the Offeror and its affiliated parties (such affiliated
parties together, the "Offeror Affiliates") together in aggregate hold
approximately 55.4 percent of the outstanding share capital and approximately
75.8 percent of the voting power of Pohjola. The Offeror holds approximately
37.2 percent of the outstanding share capital and approximately 61.3 percent of
the voting power of Pohjola. Accordingly, we understand the Offeror is a related
party of Pohjola pursuant to Chapter 8, Section 6 of the Finnish Companies Act
and Section 140 of the Finnish Credit Institutions Act from 2007 (the "Finnish
Credit Institutions Act"), and the Offer thus a related party transaction.

In accordance with Finnish corporate governance best practices and management
duties based on Chapter 1, Section 8 of the Finnish Companies Act and as noted
in the Helsinki Takeover Code, Recommendation 5, Pohjola has requested Deutsche
Bank to provide an opinion addressed to the board of directors of Pohjola (the"Board of Directors") as to whether the Consideration is fair from a financial
point of view to the Ordinary Shareholders (as defined below). For the purposes
of this letter, "Ordinary Shareholders" shall mean holders of the Ordinary
Shares excluding the Offeror, the Offeror Affiliates and their respective
affiliates.

We understand that the Board of Directors has established a special committee
consisting of three board members independent of the Offeror to assess the
Offer. This letter has been provided at the request of such committee. To meet
quorum requirements two additional board members who are not independent of the
Offeror have, as required, also participated in board meetings regarding the
Offer. We understand that the three remaining board members who are also not
independent of the Offeror have not taken part in any board meetings,
preparatory measures or any decision-making processes by the Board of Directors
regarding the Offer.

In connection with Deutsche Bank's role as financial adviser to Pohjola, and in
arriving at the opinion contained in this letter, Deutsche Bank has reviewed
certain publicly available financial and other information concerning Pohjola,
certain internal analyses, financial forecasts and other information furnished
to it by Pohjola. Deutsche Bank has also held discussions with members of the
senior management of Pohjola regarding the businesses and prospects of Pohjola.

In addition, Deutsche Bank has: (i) reviewed the reported prices and trading
activity for the Ordinary Shares; (ii)  compared certain financial and stock
market information for Pohjola with similar information for certain selected
companies which Deutsche Bank has considered comparable to Pohjola and whose
securities are publicly traded; (iii) reviewed the financial aspects of certain
selected merger and acquisition transactions which Deutsche Bank has considered
comparable to the Offer; (iv) reviewed the financial terms of the Offer;
(v) reviewed the Terms and Conditions and certain related documents; and
(vi) performed such other studies and analyses and considered such other factors
as it deemed appropriate.

In conducting its analyses and arriving at the opinion contained in this letter,
Deutsche Bank has utilised a variety of generally accepted valuation methods
commonly used for these types of analyses. The analyses prepared by Deutsche
Bank were prepared solely for the purpose of enabling Deutsche Bank to provide
the opinion contained in this letter to the Board of Directors as to the
fairness, from a financial point of view, of the Consideration to the Ordinary
Shareholders, and do not purport to be appraisals or necessarily reflect the
prices at which businesses or securities may actually be sold, which are
inherently subject to uncertainty.

Deutsche Bank has not assumed responsibility for, and has not independently
verified, any information, whether publicly available or furnished to it,
concerning Pohjola or the Offeror, including, without limitation, any financial
information, forecasts or projections considered in connection with the
rendering of the opinion contained in this letter. Accordingly, for the purposes
of the opinion contained in this letter, Deutsche Bank has, with Pohjola's
permission, assumed and relied upon the accuracy and completeness of all such
information. Deutsche Bank has not conducted a physical inspection of any of the
properties or assets, and has not prepared or obtained any independent valuation
or appraisal of any of the assets or liabilities (including any contingent,
derivative, or off-balance sheet assets and liabilities), of Pohjola or the
Offeror or any of their respective affiliates, nor has Deutsche Bank evaluated
the solvency or fair value of Pohjola or the Offeror under any applicable law
relating to bankruptcy, insolvency or similar matters. With respect to the
financial forecasts and projections, including the forecasts of certain
financial synergies expected by the Offeror to be achieved as a result of the
Offer contained in the Terms and Conditions (collectively the "Synergies"), made
available to Deutsche Bank and used in its analyses, Deutsche Bank has assumed
with Pohjola's permission that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgements of the
management of Pohjola or the Offeror as to the matters covered thereby. In
rendering the opinion contained in this letter, Deutsche Bank expresses no view
as to the reasonableness of such financial information, forecasts and
projections, including the Synergies, or the assumptions on which they are
based.

In arriving at its opinion Deutsche Bank has noted that Pohjola is controlled by
the Offeror and forms part of the Offeror's group. Deutsche Bank understands
that pursuant to the Finnish Act on Cooperative Banks and Other Cooperative
Credit Institutions from 2013, Section 51, the Offeror is required to maintain a
majority interest by votes in Pohjola (such requirement, the "Ownership
Requirement"). Accordingly, Deutsche Bank was not requested to, and did not,
solicit or consider third party indications of interest in the possible
acquisition of all or part of Pohjola, nor was Deutsche Bank requested to
consider, and the opinion contained in this letter does not address, the
relative merits of the Offer as compared to any alternative offers or business
strategies.

In addition to the Ownership Requirement noted above, the Offeror, Pohjola and
the Offeror Affiliates (together the "Group"), form a financial and insurance
conglomerate pursuant to the Act on the Supervision of Financial and Insurance
Conglomerates, the effect of which is that the Group is considered to be a
single entity for certain regulatory  purposes, including capital adequacy
requirements. Pohjola also has extensive commercial and financial arrangements
with the rest of the Group, the terms of which are subject to periodic amendment
and renegotiation. In addition, the banking operations of the Group are subject
to joint liability in accordance with the Finnish Act on the Amalgamation of
Deposit Banks. Accordingly, the financial results of Pohjola, its prospects and
the valuation of the Ordinary Shares are all highly dependent upon the
relationships that exist between Pohjola and the rest of the Group. For the
purposes of rendering its opinion, Deutsche Bank has assumed, with Pohjola's
permission, that the existing arrangements between Pohjola and the rest of the
Group will not change materially for the foreseeable future.

Deutsche Bank understands that financing in the form of a credit facility is to
be provided to the Offeror by Pohjola in connection with the Offer. Deutsche
Bank has not obtained independent legal advice as to whether this financing
qualifies for an exemption to the financial assistance rules set forth in
Section 35.2 of the Finnish Credit Institutions Act and, for the purposes of
rendering the opinion contained in this letter, Deutsche Bank has assumed, with
Pohjola's permission, that such financing provided by Pohjola to the Offeror has
been provided on market terms and would not be deemed to be a form of financial
assistance pursuant to the Act.

For the purposes of rendering its opinion, Deutsche Bank has assumed with
Pohjola's permission that, in all respects material to its analysis, the Offer
will be consummated in accordance with the Terms and Conditions, without any
material waiver, modification or amendment of any term, condition or agreement.
Deutsche Bank has also assumed that all material governmental, regulatory or
other approvals and consents required in connection with the consummation of the
Offer will be obtained and that in connection with obtaining any necessary
governmental, regulatory or other approvals and consents, no material
restrictions will be imposed. Deutsche Bank is not a legal, regulatory, tax or
accounting expert and has relied on the assessments made by Pohjola and its
advisors with respect to such issues.

This letter has been approved and authorised for issuance by a fairness opinion
review panel, is addressed to, and for the use and benefit of, the Board of
Directors and is not a recommendation to the shareholders of Pohjola to accept
or reject the Offer. The opinion contained in this letter is limited to the
fairness, from a financial point of view, of the Consideration to the Ordinary
Shareholders, and is subject to the assumptions, limitations, qualifications and
other conditions contained herein and is necessarily based on financial,
economic, market and other conditions, and the information made available to
Deutsche Bank, as of the date hereof. Pohjola has not asked Deutsche Bank to,
and the opinion contained in this letter does not, address the fairness of the
Offer, or any consideration received in connection therewith, to the holders of
any other class of securities, creditors or other constituencies of Pohjola, nor
does it address the fairness of the contemplated benefits of the Offer. Deutsche
Bank expressly disclaims any undertaking or obligation to advise any person of
any change in any fact or other matter affecting the opinion contained in this
letter of which it becomes aware after the date hereof.  Deutsche Bank expresses
no opinion as to the merits of the underlying decision by Pohjola to engage in
the Offer. In addition, Deutsche Bank does not express any view or opinion as to
the fairness, financial or otherwise, of the amount or nature of any
compensation payable to or to be received as a result of the Offer by any of
Pohjola's officers, directors, or employees, or any class of such persons.

Deutsche Bank will be paid a fee for its services as financial adviser to
Pohjola in connection with the Offer, a portion of which is contingent upon
delivery of this letter and the remainder of which is contingent upon completion
of the Offer. Pohjola has also agreed to indemnify Deutsche Bank against certain
liabilities in connection with its engagement. In this letter, Deutsche Bank AG
and its subsidiary undertakings from time to time are referred to as the "DB
Group". One or more members of the DB Group has, from time to time, provided
investment banking, commercial banking (including extension of credit) and other
financial services to Pohjola, the Offeror or its affiliates for which it has
received compensation. In the ordinary course of their business, members of the
DB Group may actively trade in the securities and other instruments and
obligations of Pohjola for their own accounts and for the accounts of their
customers. Accordingly, the members of the DB Group may at any time hold a long
or short position in such securities, instruments and obligations. For the
purpose of arriving at the opinion contained in this letter, Deutsche Bank has
not considered any information that may have been provided to it in those
capacities or in any other capacity than fairness opinion provider.

Based upon and subject to the foregoing, it is Deutsche Bank's opinion as
investment bankers, as of the date hereof, that the Consideration is fair, from
a financial point of view, to the Ordinary Shareholders.

This letter may not be reproduced, summarised or referred to in any public
document or given to any person without the prior written consent of Deutsche
Bank. Notwithstanding the foregoing, this letter may be included in the
statement of the Board of Directors with respect to the Offer, required to be
made public pursuant to Chapter 11, Section 13 of the Finnish Securities Markets
Act, provided that it is reproduced in full, and that any description of or
reference to Deutsche Bank in such disclosure document is in a form reasonably
acceptable to Deutsche Bank and its legal advisers.


Yours faithfully,



DEUTSCHE BANK AG, LONDON BRANCH


[HUG#1761656]