Pohjola Pankki Oyj - Company Announcement

OP-Pohjola's Supervisory Board decided on new Group-level targets within the Group's remuneration schemes

OP-Pohjola Group
Stock exchange release 29 April 2014
at 8.10 am

OP-Pohjola's Supervisory Board decided on new Group-level targets within the
Group's remuneration schemes

OP-Pohjola Group Central Cooperative's Supervisory Board decided on new Group-
level targets within OP-Pohjola Group's long-term remuneration schemes. The
Group-level targets are congruent both in the management incentive scheme and
OP-Pohjola Group's Personnel Fund. The common, Group-level long-term performance
indicators applying to all personnel will help OP-Pohjola Group implement its
strategy. The remuneration schemes are aimed at rewarding, motivating and
engaging management and employees within OP-Pohjola Group.

OP-Pohjola has decided to extend the performance period for the long-term
management incentive scheme launched in 2011 by another three-year period
covering 2014-16. In addition, the remuneration scheme for employees based on
OP-Pohjola Group's Personnel Fund will continue with performance periods of one
year.

Short-term schemes continue to be based on the achievement of the targets by
entity within OP-Pohjola Group.

Regulation imposes a cap on the maximum variable remuneration

When creating the incentive schemes, OP-Pohjola Group has taken account of
amended regulation governing remuneration policies and practices in the
financial services industry. The incentive scheme for 2014-16 follows the main
principles applied in the previous three-year performance period. The
performance indicators, maximum bonuses and the remuneration tool will change
and OP-Pohjola has specified the terms and conditions to be in line with
upcoming regulatory changes.
OP-Pohjola Group Central Cooperative's Supervisory Board has set OP-Pohjola
Group's earnings before tax, the Group's Common Equity Tier 1 (CET1) capital
ratio and growth in the number of customers using OP-Pohjola as their main bank
and insurer as the new long-term performance indicators.

Changes will in the first place be caused by the Capital Requirements Directive
IV (CRD IV) of the European Parliament and of the Council, which will limit the
maximum variable remuneration to the amount of a person's annual fixed
remuneration. CRD IV will be transposed into national legislation. The incentive
scheme for 2014-16 aims to foresee future regulations and restrictions.

Bonuses that may be paid under the scheme will be paid in terms of debentures
issued by OP-Pohjola. In addition, bonuses paid in cash will be used to cover
taxes and tax-like charges arising from the bonuses.

OP-Pohjola Group's long-term management incentive scheme includes some 350
people and their maximum bonus is determined by the management position.
Provided that the targets are achieved at the maximum level set for them, those
included in the scheme have the opportunity to receive an annual bonus equalling
their 2-8-month regular salary subject to PAYE tax. Bonus payout includes
conditions relating to the duration of employment or executive contracts. The
bonus amount depends on the achievement of the target after the performance
period and will be paid in three equal instalments in 2018, 2019 and 2020.

Effect of the tender offer for Pohjola shares on the incentive scheme launched
in 2011

OP-Pohjola Group Central Cooperative has made a public tender offer for all
Series A and K shares issued by Pohjola Bank plc and not held by OP-Pohjola
Group Central Cooperative. OP-Pohjola Group Central Cooperative currently holds
approximately 98.41% of Pohjola shares and approximately 99.14% of the votes
conferred by the shares, and has initiated a squeeze-out procedure for the
remaining shares.

Owing to the tender offer and the fulfilment of its conditions for completion,
the bonus payout for the performance period of 2011-13 applies the scheme's
condition under which bonuses will be fully paid in cash if any of Pohjola's
shareholders has the right, under Chapter 18, Section 1 of the Limited Liability
Companies Act, to redeem (right of squeeze-out) the shares on the grounds that
the shareholder has more than 90% of the company's shares and of the votes
conferred by the shares. Bonuses that were to be paid as a combination of
Pohjola's series A shares and cash will be paid in cash in 2015, 2016 and 2017
according to the original payout schedule. The bonus will be converted into cash
by multiplying the number of shares by the redemption price.


OP-Pohjola Group Central Cooperative
Carina Geber-Teir

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

FOR MORE INFORMATION, PLEASE CONTACT:
Jaakko Pehkonen, Chairman of the Supervisory Board of OP-Pohjola Group Central
Cooperative
Any requests for contacts, please call OP-Pohjola Group Communications, tel.
+358 (0)50 5239904

OP-Pohjola Group is Finland's leading financial services group providing a
unique range of banking, investment and insurance services. The Group's mission
is to promote the 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. The Group has a staff of 12,000. OP-Pohjola Group
posted earnings before tax of EUR 705 million in 2013 and had total assets of
EUR 101 billion on 31 December 2013. The Group has 4.3 million customers.
www.op.fi

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