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2009-03-02 06:50:00 CET 2009-03-02 06:50:07 CET REGULATED INFORMATION Pohjola Pankki Oyj - Total number of voting rights and capitalProposal of Pohjola Bank plc's Board of Directors to authorise the Board of Directors to resolve on a share issue and/or granting of stock options and other special rights entitling to PPohjola Bank plc COMPANY RELEASE 2 Mars 2009 at 7.50 am Finnish Time (GMT+2) Release category: Changes in share capital and votes Proposal of Pohjola Bank plc's Board of Directors to authorise the Board of Directors to resolve on a share issue and/or granting of stock options and other special rights entitling to Pohjola shares To the Annual General Meeting on 27 March 2009 The Board of Directors of Pohjola Bank plc (“Pohjola” or the “Company”) proposes that the Annual General Meeting of the Company (the “AGM”) authorise the Board of Directors to resolve on one or more rights issues and/or granting of stock options or other special rights referred to in chapter 10, section 1 of the Finnish Companies Act (624/2006, as amended). On 12 February 2009, Pohjola 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 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 Board of Directors' right of resolving on the terms and conditions of a share issue and/or stock options or other 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 in the 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. Helsinki, 2 March 2009 Pohjola Bank plc Board of Directors Pohjola Bank plc Markku Koponen For further information, please contact: Mikael Silvennoinen, President and CEO, tel. +358 (0)10 252 2549 Jouko Pölönen, CFO, tel. +358 (0)10 252 3405 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 |
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