Pohjola Pankki Oyj - Company Announcement

New Group-level targets confirmed within Pohjola's and OP-Pohjola's long-term incentive schemes

Pohjola Bank plc
Stock exchange release
29 April 2014 at 8.10 am

New Group-level targets confirmed within Pohjola's and OP-Pohjola's long-term
incentive schemes

The Board of Directors of Pohjola Bank plc decided on Pohjola's involvement in
OP-Pohjola Group's long-term management incentive scheme for which OP-Pohjola
Group Central Cooperative's Supervisory Board has confirmed new Group-level
targets for OP-Pohjola Group. 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 46
Pohjola Group persons. The maximum bonus for those included in the scheme 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 4-7-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. OP-Pohjola Group's long-term
management incentive scheme includes some 350 OP-Pohjola Group persons.

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

OP-Pohjola Group Central Cooperative has made a public voluntary bid 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 bid 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. The bonus will be converted into cash by multiplying the number
of shares by the redemption price. 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.

Pohjola Bank plc
Carina Geber-Teir
Chief Communications Officer

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

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)50 523 9904

Pohjola is a Finnish financial services group that offers its customers banking,
non-life insurance and asset management services. Pohjola's mission is to
promote the prosperity, security and wellbeing of its customers. Key targets
include profitable growth and increasing the company's value. Pohjola Group
serves corporate customers in Finland and abroad by providing an extensive range
of financial, investment, cash management and non-life insurance services. For
private customers, the Group provides non-life insurance and private banking
services. Pohjola Series A shares have been listed on the Large Cap List of the
NASDAQ OMX Helsinki since 1989. Pohjola's consolidated earnings before tax
amounted 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


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