Pohjola Pankki Oyj - Decisions of general meeting

Decisions by Pohjola Bank plc's Annual General Meeting

Pohjola Bank plc
COMPANY RELEASE: Minutes of Annual General Meeting
29 March 2011 at 4.50 pm

Decisions by Pohjola Bank plc's Annual General Meeting

Pohjola Bank plc's Annual General Meeting (AGM) of 29 March 2011 adopted the
Financial Statements for 2010, discharged members of the Board of Directors and
the President and CEO from liability and decided to distribute a dividend of EUR
0.40 per Series A share and EUR 0.37 per Series K share. The AGM confirmed the
number of members of the Board of Directors at eight and approved the proposal
by the Board of Directors for the alteration of the Articles of Association and
for a Board share issue authorisation.

Decisions by the AGM

1. Adoption of the Financial Statements

The AGM adopted the Parent Company Income Statement and Balance Sheet for 2010
and the Consolidated Income Statement and Balance Sheet for 2010.

2. Dividend distribution and donations to a public good

The AGM decided to distribute a per-share dividend of EUR 0.40 for Series A
shares and EUR 0.37 for Series K shares. The dividend record date is 1 April
2011 and the payment date 12 April 2011.

In addition, the AGM decided to reserve a maximum of EUR 200,000 for use by the
Board of Directors for donations and other contributions to the public good.

3. Discharge from liability

The AGM discharged the Board members and the President and CEO from liability
for the financial year 2010.

4. Board of Directors

The AGM confirmed the number of Board members at eight.

The AGM re-elected the following members to the Board of Directors until the
closing of the next AGM: Merja Auvinen, Managing Director; Jukka Hienonen,
Managing Director; Simo Kauppi, Managing Director; Satu Lähteenmäki, Director of
the Turku School of Economics; Harri Sailas, President and CEO; and Tom von
Weymarn.

In addition to the abovementioned Board members, Reijo Karhinen, Chairman of the
Executive Board of OP-Pohjola Group Central Cooperative, the parent institution,
acts as the Chairman of the Board of Directors and Tony Vepsäläinen, Vice
Chairman of the Executive Board of OP-Pohjola Group Central Cooperative and
Chief Business Development Officer, as Vice Chairman, in accordance with the
Articles of Association.

The monthly Board emoluments approved by the AGM are as follows: Chairman EUR
7,000, Vice Chairman EUR 5,000 and other members EUR 4,000. An additional
monthly emolument of EUR 1,000 will be paid to such Board committee chairs who
are not simultaneously the Chairman or Vice Chairman of the Board. In addition,
all Board members receive an attendance allowance of EUR 500 per meeting.

5.Auditors

The AGM re-elected KPMG Oy Ab, a firm of authorised public accountants, to act
as the auditor, with Sixten Nyman, Authorised Public Accountant, acting as the
chief auditor.

The AGM decided that the auditor's remuneration be based on a reasonable
invoiced amount.

6. Alteration of the Articles of Association

As proposed by the Board of Directors, the AGM decided to alter Articles
3, 5, 10 and 12.

The altered Articles 3, 5, 10 and 12 can be found in full in the appendix to
this release.

7. Board authorisation to decide on a share issue

The AGM decided to 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. 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 share capital.

The authorisation is effective until 29 March 2012.

8. Review by the President and CEO, and Minutes of the AGM

The Review presented by the President and CEO at the AGM will be available as
video recording at pohjola.fi > Investor Relations. The presentation material
based on the review will be available in Finnish, Swedish and English on the
abovementioned website. The Minutes of the AGM will be available on the
aforementioned website on 12 April 2011 at the latest.

Pohjola Bank plc

Carina Geber-Teir
Chief Communications Officer

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

FOR MORE INFORMATION, PLEASE CONTACT
Mikael Silvennoinen, President and CEO, tel. +358 (0)10 252 2549
Tarja Ollilainen, Senior Vice President, Investor Relations, tel.  +358 (0)10
252 4494

APPENDIX

Articles 3, 5, 10 and 12 of the Articles of Association

§3 Membership of the amalgamation of deposit banks

The Company, OP-Pohjola Group Central Cooperative as the central institution of
the amalgamation, other companies belonging to the central institution's
consolidation group, the central institution's member credit institutions and
companies belonging to their consolidation groups, and credit institutions,
financial institutions and service companies in which the abovementioned
institutions jointly hold more than half of the voting rights form the
amalgamation as referred to in the Act on the Amalgamation of Deposit Banks
(Laki talletuspankkien yhteenliittymästä). The Company is a member of OP-Pohjola
Group Central Cooperative and belongs to said amalgamation.

The Company is obliged to participate in any necessary support measures aimed at
preventing another member credit institution of the central institution from
going into liquidation, and, to pay a debt for another member credit institution
as referred to in Section 5 of said Act.

The central institution supervises the operations of the Company as specified in
said Act, confirms the operating principles referred to in Section 5 above with
which it must comply, and issues instructions to the Company on capital adequacy
and risk management, good corporate governance and internal control to secure
liquidity and capital adequacy, as well as instructions on compliance with
uniform accounting policies in the preparation of the amalgamation's
consolidated financial statements.

§5

Holding of Series K shares is restricted only to Finnish cooperative banks,
cooperative bank companies and the central institution of the amalgamation of
cooperative banks referred to in §3 above, and Series K shares may not be
transferred to institutions other than those entitled to holding Series K
shares.

§10

Notice of a General Meeting of Shareholders shall be brought to the
shareholders' attention by publishing it on the Company's website no earlier
than two (2) months and no later than three (3) weeks prior to the Meeting.
 However, the Notice of Meeting must always be published no later than nine days
before the record date for the Meeting referred to in Chapter 4, Section 2,
Subsection 2 of the Limited Liability Companies Act.  In addition, the Board of
Directors will publish the Notice of Meeting in one or several newspapers. In
order to attend a General Meeting of Shareholders, a shareholder must notify the
Company thereof by registering for the Meeting no later than the date stated in
the notice of the Meeting, which may be no earlier than ten days prior to the
Meeting.

§12 Board of Directors

The Company has a Board of Directors responsible for the Company's management
and appropriate organisation of operations.

The Board of Directors has a Chairman, who chairs the Executive Board of the
central institution of the amalgamation as referred to in §3 above, and a Vice
Chairman, who acts as the Vice Chairman of said central institution, as well as
a minimum of three (3) and a maximum of six (6) other members elected by the
General Meeting of Shareholders.

The term of office of the members of the Board of Directors, elected by the
General Meeting of Shareholders, is one (1) year, beginning from the closing of
the Meeting performing their election and terminating at the closing of the
following AGM.

The Board of Directors shall have a quorum when more than half of its members
are present. Decisions are based on a majority vote. In case of a tie, the
Chairman has the casting vote.

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