Pohjola Pankki Oyj - Tender offer

Final result of OP-Pohjola's tender offer for all the shares in Pohjola Bank as well as an extra offer period

OP-Pohjola Group Central Cooperative
Stock exchange release
4 April 2014, at 12.30 pm

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.

Final result of OP-Pohjola's tender offer for all the shares in Pohjola Bank as
well as an extra offer period

The offer period for the voluntary public Tender Offer by OP-Pohjola Group
Central Cooperative ('OP-Pohjola') to purchase all shares in Pohjola Bank Plc
('Pohjola Bank') expired on 1 April 2014, at 4.00 pm (Finnish time).

According to the final result of the Tender Offer, the shares tendered in the
Tender Offer represent approximately 42.22 per cent of all the shares and
approximately 27.56 per cent of all votes in Pohjola Bank. The shares tendered
in the Tender Offer, together with the shares that OP-Pohjola has purchased on
the market, increase OP-Pohjola's ownership to approximately 94.07 per cent of
all the shares and approximately 96.78 per cent of all votes in Pohjola Bank.

OP-Pohjola announced on 2 April 2014 that it has decided to complete the Tender
Offer in accordance with its terms and conditions. The final result of the
Tender Offer confirms the preliminary result according to which Pohjola Bank's
proportion of the shares and votes in Pohjola Bank exceeds the 90 per cent
threshold and all the conditions for completion of the Tender Offer have been
satisfied. The offer consideration will be paid to the shareholders, who have
validly accepted the Tender Offer in accordance with the terms and conditions of
the Tender Offer, on or about 11 April 2014.

In order to allow the remaining shareholders the possibility to still accept the
Tender Offer, OP-Pohjola today decided to extend the offer period by an extra
offer period in accordance with the terms and conditions of the Tender Offer
(the 'Extra Offer Period'). The Extra Offer Period will commence on 7 April
2014 at 9.30 am (Finnish time) and expire on 22 April 2014 at 4.00 pm (Finnish
time). The offered consideration is EUR 16.13 in cash for each Series A share
and thus corresponds to the consideration offered during the ordinary offer
period.

During the Extra Offer Period, the Tender Offer can be accepted in accordance
with the acceptance procedure described in the terms and conditions of the
Tender Offer. The acceptance of the Tender Offer will be binding and cannot be
withdrawn unless otherwise provided by mandatory law. Further information and
instructions are available from any branch office of OP-Pohjola Group
cooperative banks or Helsinki OP Bank Plc.

The sale and purchase of the shares tendered during the Extra Offer Period will
be executed no later than the fifth (5th) Finnish banking day, following the
expiry of the Extra Offer Period, on or about 29 April 2014, on NASDAQ OMX
Helsinki Ltd, if permitted by the rules applicable to securities trading on
NASDAQ OMX Helsinki Ltd. Settlement will be effected on or about the third (3rd)
Finnish banking day
following the execution of the above trades, i.e. on or about 5 May 2014 (the
'Settlement Date').

The payment of the offer price for the shares tendered during the Extra Offer
Period will be deposited on the Settlement Date into the bank account linked to
the book-entry account of the shareholder
or, in the case of nominee-registered shares, into the bank account specified in
the acceptance form. If the bank account of a tendering shareholder is with a
financial institution other than such holder's book-entry account, the offer
price for the shares will be paid, in accordance with the schedule of money
transactions between financial institutions, into the holder's bank account so
that it will be on the bank account of the shareholder approximately two (2)
Finnish banking days following the Settlement Date, at the latest.

OP-Pohjola will announce the preliminary percentage of the shares validly
tendered during the Extra Offer Period on or about 23 April 2014 and the final
percentage on or about 25 April 2014.

Since OP-Pohjola's ownership of Pohjola Bank will exceed nine-tenths (9/10) of
the shares and votes in Pohjola Bank already after the settlement of the shares
tendered in the Tender Offer, OP-Pohjola intends to initiate a sqeeze-out
procedure for the remaining shares in Pohjola Bank under the Finnish Limited
Liability Companies Act.

OP-Pohjola will not, for the time being, acquire shares in Pohjola Bank in
public trading on NASDAQ OMX Helsinki Ltd or in a manner other than the offer
for the Extra Offer Period. However, OP-Pohjola reserves the right to execute
such acquisitions at a later date within the limits set by applicable laws.



OP-Pohjola Group Central Cooperative

Carina Geber-Teir
Chief Communications Officer

For more information:
OP-Pohjola Communications, media contacts, tel. +358 (0)50 523 99 04

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

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

www.op.fi

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN THE TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN
IS PROHIBITED BY APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO
BE PUBLISHED OR REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS
IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW
AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED CONSENT FORMS WILL
NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER
IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL
SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OR THROUGH A NATIONAL
SECURITIES EXCHANGE OF THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR
INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG.

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