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2010-02-11 07:32:00 CET 2010-02-11 07:32:05 CET REGULATED INFORMATION Pohjola Pankki Oyj - Company AnnouncementProposals by Pohjola Bank plc's Board of Directors to the Annual General MeetingPohjola Bank plc COMPANY RELEASE 11 February 2010, 8.15 am Proposals by Pohjola Bank plc's 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 in the Helsinki Fair Centre on Friday, 26 March 2010, starting at 2.00 pm. Notice of the Meeting will be published in Helsingin Sanomat and Hufvudstadsbladet, and as a company release on 1 March 2010. Thereafter, the Notice will also be available at pohjola.fi. The Board of Directors has decided to propose to the AGM that the AGM decide to alter the provision governing the time of notice of the General Meeting of Shareholders, under Article 10 of the Articles of Association. In addition, the Board of Directors will propose to the AGM that the AGM decide to authorise the Board of Directors to resolve on a share issue. 1. Alteration of Article 10 of the Articles of Association The Board of Directors proposes to the AGM that Article 10 of the Articles of Association be altered in such a way that notice of the General Meeting of Shareholders shall be brought to the shareholders' attention, unless otherwise prescribed by law, by publishing it in at least two newspapers, determined by the Board of Directors, no earlier than two (2) months and no later than three (3) weeks prior to the Meeting, or be brought to the shareholders' attention in another verifiable manner. 2. Authorisation to decide on a share issue The Board of Directors proposes that the AGM authorise the Board of Directors to decide on one or several rights issues. The total number of Series A shares and Series K shares offered for subscription in the rights issue may not exceed 24,000,000 and 6,000,000, respectively. According to the proposal, 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 Finnish Limited Liability Companies Act. In such a case, this authorisation may be exercised for the purpose of financing and executing company acquisitions or other corporate transactions relating to the Company's business. The authorisation contains the Board of Directors' right to resolve on the terms and conditions of the share issue and on other matters relating to these measures. It is proposed that the Board of Directors also have the right to decide 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 authorisation be effective until the following AGM. Pohjola Bank plc Carina Geber-Teir Senior Vice President, Corporate Communications DISTRIBUTION NASDAQ OMX Helsinki London Stock Exchange Major media pohjola.fi, op.fi FOR FURTHER INFORMATION, PLEASE CONTACT Mikael Silvennoinen, President and CEO, tel. +358 (0)10 252 2549 APPENDIX A proposal by Pohjola Bank plc's Board of Directors to alter Article 10 of the Articles of Association Present Article 10 Notice of the General Meeting of Shareholders shall be brought to the shareholders' attention, unless otherwise prescribed by law, by publishing it in at least two newspapers, determined by the Board of Directors, no earlier than two (2) months and no later than seventeen (17) days prior to the Meeting, or be brought to the shareholders' attention in another verifiable manner. Shareholders wishing to attend the Meeting shall register for the Meeting by the date specified in the Notice of Meeting, which may be ten (10) days prior to the Meeting at the earliest. Proposed new Article 10 Notice of the General Meeting of Shareholders shall be brought to the shareholders' attention, unless otherwise prescribed by law, by publishing it in at least two newspapers, determined by the Board of Directors, no earlier than two (2) months and no later than three (3) weeks prior to the Meeting, or be brought to the shareholders' attention in another verifiable manner. Shareholders wishing to attend the Meeting shall register for the Meeting by the date specified in the Notice of Meeting, which may be ten (10) days prior to the Meeting at the earliest. |
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