Pohjola Pankki Oyj - Tender offer

Right of squeeze-out and sell-out related to Pohjola Bank plc shares under Chapter 18, Section 2 of the Limited Liability Companies Act

Pohjola Bank plc
Stock exchange release
11 April 2014, 2.00 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.

Right of squeeze-out and sell-out related to Pohjola Bank plc shares under
Chapter 18, Section 2 of the Limited Liability Companies Act

Pohjola Bank plc ("Pohjola Bank") today received an announcement from OP-Pohjola
Group Central Cooperative ("OP-Pohjola") related to the establishment of OP-
Pohjola's right of squeeze-out and sell-out referred to in the Limited Liability
Companies Act.

According to the announcement, OP-Pohjola holds approximately 94.05% of all
Pohjola Bank shares and approximately 96.78% of the votes conferred by the
shares. OP-Pohjola with more than nine tenths (9/10) of all shares and votes in
Pohjola Bank has the right, under Chapter 18, Section 1 of the Limited Liability
Companies Act, to redeem (right of squeeze-out) all of the Series A shares
("Shares" and each Series A share separately "Share") held by Pohjola Bank's
remaining shareholders at the fair price. OP-Pohjola currently holds all of the
Series K shares issued by Pohjola Bank.

OP-Pohjola today notified Pohjola Bank of its decision to exercise its right of
squeeze-out. OP-Pohjola has notified Pohjola Bank that it will institute
arbitration proceedings under the Limited Liability Companies Act in order to
redeem the Shares referred to in the notice of squeeze-out.

In arbitration, OP-Pohjola will demand that the redemption price of the Shares
be 16.13 euros per Share ("Redemption Price"). The Redemption Price equals the
consideration paid by OP-Pohjola for all Shares issued by Pohjola Bank based on
the public voluntary bid ("Bid") made public by OP-Pohjola on 6 February 2014.
OP-Pohjola regards the consideration as a fair price in the squeeze-out
procedure on the basis of the Limited Liability Companies Act.

In order to allow the remaining shareholders the possibility to still accept the
Bid, OP-Pohjola has extended the offer period by an extra offer period in
accordance with the terms and conditions of the Bid. The Extra Offer Period
commenced on 7 April 2014 and will expire on 22 April 2014 at 4.00 pm (Finnish
time).The consideration offered during the extra offer period is 16.13 euros in
cash for each Share and thus corresponds to the Redemption Price and the
consideration offered during the ordinary offer period.

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:
Vesa Aho, CFO, tel. +358 (0)10 252 2336
Niina Pullinen, Senior Vice President, Investor Relations, tel. +358 (0)10
252 4494

Pohjola is a Finnish financial services group which provides its customers with
banking, non-life insurance and asset management services. Our mission is to
promote the sustainable prosperity, security and wellbeing of our customers.
Profitable growth and an increase in company value form our key objectives.
Pohjola Group serves corporate customers in Finland and abroad by providing an
extensive range of financial, investment, cash-management and non-life insurance
services. The Group offers non-life insurance and private banking services to
private customers. 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

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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