Pohjola Pankki Oyj - Tender offer

OP-Pohjola has announced a public voluntary bid for Pohjola shares

POHJOLA BANK PLC
Stock exchange release
6 February 2014, 8.05 am
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.

OP-Pohjola has announced a public voluntary bid for Pohjola shares



OP-Pohjola Group Central Cooperative announced today a public voluntary bid (the"Bid")  for all outstanding Series A  and K shares in Pohjola  at a bid price of
EUR  16,80 per share  (the "Bid  Price"). OP-Pohjola  expects the  bid period to
begin on 22. February 2014 and end by 1. April 2014.

The  Board  of  Directors  of  Pohjola  Bank plc recognises the industrial logic
underlying  the Bid,  as stated  in the  announcement. The  Bid Price includes a
premium  of 18.1% from the closing price  immediately before the announcement of
the  Bid and  a premium  of 16.6% with  respect to  the weighted average trading
price over the past three months.

The  Board of Directors has considered that  the approach by OP-Pohjola has been
serious  as provided in the Helsinki Takeover Code (Ostotarjouskoodi). The Board
of  Directors  has  resolved  that  entering  into negotiations with OP-Pohjola,
including  the  possibility  for  OP-Pohjola  to conduct due diligence regarding
Pohjola,  has  been  in  the  interests  of  all Pohjola's shareholders. The Bid
provides  a reasonable alternative for  shareholders in prevailing circumstances
where

  * OP-Pohjola  Group Central Cooperative holds  directly or indirecly 39.3 % of
    the  shares  and  62.4  %  of  the  votes  in  Pohjola  and  is  the central
    institution of OP-Pohjola Group;
  * Pohjola's  regulatory  environment  is  changing  due  to increasing capital
    requirements, among other things;
  * OP-Pohjola  Group  will  possibly  increase  its  capitalisation targets, as
    announced by OP-Pohjola concurrently with the Bid; and
  * the liquidity of the Pohjola shares may decrease as a result of the Bid.
The  Board of Directors will assess the Bid  in its entirety and its merits from
the  perspective  of  Pohjola  and  its  shareholders,  after which the Board of
Directors  will  issue  a  statement  concerning  the Bid pursuant to applicable
regulation  in  due  course  (expected  by 14 February 2014). Pohjola's Board of
Directors has set up a committee consisting of Board members with no ties to OP-
Pohjola  Group  Central  Cooperative  or  the  Bid  to prepare the assessment by
Pohjola  of the Bid. The committee members are Tom von Weymarn (Chairman), Jukka
Hienonen  and Mirja-Leena (Mirkku) Kullberg.  To meet quorum requirements, Board
members  Jukka Hulkkonen  and Marjo  Partio have  participated in Board meetings
regarding  the Bid to the extent that  decisions have been required to be taken.
Hulkkonen  and Partio do not have a conflict of interest in the matter, but have
certain  ties to the Bid as defined in the Helsinki Takeover Code. Hulkkonen and
Partio have not taken part in preparing the decisions relating to the Bid. Reijo
Karhinen  (Chairman of the Board of  Directors), Tony Vepsäläinen (Vice Chairman
of  the Board of Directors) and Harri  Sailas (Board member) have not taken part
in  either any preparatory measures or  any decision-making by Pohjola regarding
the Bid.

Pohjola  has in  relation to  the Bid  agreed to  provide to OP-Pohjola a credit
limit on arm's length terms on the basis of Pohjola's task to fulfil the funding
needs  of OP-Pohjola Group as  OP-Pohjola Group's central financial institution.
The  credit limit concerns the acquisition of  Series A shares, and its granting
is based on Section 35 of the Act on Credit Institutions, among other things.
In  matters related to  the Bid by  OP-Pohjola, Pohjola has  committed itself to
complying  with  the  Helsinki  Takeover  Code (Ostotarjouskoodi) referred to in
Chapter 11, Section 28 of the Securities Markets Act.

Pohjola  has appointed Deutsche Bank AG (London  Branch) to act as its financial
adviser  and Hannes  Snellman Attorneys  Ltd to  act as  its legal  counsel with
respect to the Bid.



Pohjola Bank plc
Carina Geber-Teir
Chief Communications Officer




For more information, please contact:

Tom von Weymarn, Chairman of the independent committee

Please contact OP-Pohjola Pressroom for an interview +358 505239904



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


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


Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Conduct Authority.  Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Conduct
Authority are available on request. Deutsche Bank AG, London Branch is acting as
financial adviser to Pohjola Bank plc and no one else in connection with the
contents of this announcement and will not be responsible to anyone other than
Pohjola Bank plc for providing the protections afforded to clients of Deutsche
Bank AG, London Branch, nor for providing advice in relation to any matters
referred to herein.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OR
AN INVITATION TO MAKE A SALES OFFER. NO TENDER OFFER WILL BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE OFFERING OR OFFER PARTICIPATION WOULD BE
PROHIBITED BY APPLICABLE LAW, OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR ANY OTHER REQUIREMENT WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
IN PARTICULAR, NO TENDER OFFER WILL BE MADE DIRECTLY OR INDIRECTLY IN OR INTO,
OR BY USE OF THE POSTAL SERVICE OR ANY OTHER MEANS (INCLUDING, WITHOUT
LIMITATION, FACSIMILE, TELEX, TELEPHONE OR THE INTERNET) OR ANY FACILITIES OF A
SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG.

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