Pohjola Pankki Oyj - Notice to general meeting

Pohjola Bank plc's Annual General Meeting 2014 and proposals by the Board of Directors to the Annual General Meeting

Pohjola Bank plc's Annual General Meeting 2014 and proposals by the Board of
Directors to the Annual General Meeting



Pohjola Bank plc's Board of Directors has decided that the Annual General
Meeting (AGM) be held at the Helsinki Exhibition & Convention Centre on
Thursday, 20 March 2014, starting at 2.00 pm.



Notice of the Meeting will be published on the Company's website and as a stock
exchange release on Monday, 17 February 2014. An announcement of the Meeting
will appear in Helsingin Sanomat and Hufvudstadsbladet on 18 February 2014.
Registration for the Meeting will begin on Tuesday, 18 February 2014, starting
at 8.00 am.



The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.67 be paid on Series A shares and EUR 0.64 on Series K shares. In addition,
the Board of Directors has decided to propose to the AGM that the AGM authorise
the Board of Directors to decide on one or several share issues.



1. Allocation of distributable funds for the financial year 2013



The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.67 be paid on Series A shares and EUR 0.64 on Series K shares, based on the
Company's adopted balance sheet for the financial year that ended on 31 December
2013.  The dividend record date is Tuesday 25 March 2014 and the payment date is
Thursday 3 April 2014. In addition, the Board of Directors proposes that a
maximum of EUR 75.000 be available to the Board of Directors reserved from the
distributable funds for donations and other charitable contributions.



2. Authorisation to decide on one or several share issues



The Board of Directors proposes that the Annual General Meeting (AGM) 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. Based on the proposal, the Board of Directors also has the right to
decide on whether the subscription price will be entered in full or in part in
the reserve for invested non-restricted equity or share capital.



It is proposed that the Board authorisation be valid until 20 March 2015.



Pohjola Bank plc



Carina Geber-Teir

Chief Communications Officer



DISTRIBUTION

NASDAQ OMX Helsinki

LSE London Stock Exchange

SIX Swiss Exchange

Major media

www.pohjola.com, www.op.fi



FOR MORE INFORMATION, PLEASE CONTACT:

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 well-being 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. We offer 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. The number of shareholders totals
around 32,000. Pohjola's consolidated earnings before tax came 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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