Pohjola Pankki Oyj - Company Announcement

Pohjola Insurance Ltd and Pohjantähti Mutual Insurance Company Are Planning to Merge

Pohjola Bank plc
COMPANY RELEASE, Release Category: Stock Exchange Release
29 September 2010, 8.30 am

Pohjola Insurance Ltd and Pohjantähti Mutual Insurance Company Are Planning to
Merge

Pohjola Insurance Ltd and Pohjantähti Mutual Insurance Company are planning to
merge. At the meeting of 28 September 2010, the Board of Directors of both
companies has approved a merger plan whereby Pohjantähti Mutual Insurance
Company will merge into Pohjola Insurance. If both companies' extraordinary
general meetings adopt the merger plan, the companies will merge according to
the proposal to be submitted to the general meetings.

The merger plan specifies the amount of the merger consideration offered to
Pohjantähti's shareholders, its distribution and other terms and conditions
governing the merger. The aggregate amount of the merger consideration comes to
80 million euros, comprising the amount payable to the policyholder-shareholders
and the holder of the guarantee capital. The consideration will be paid in cash
in its entirety.

In the merger, Pohjantähti's insurance portfolio and agreements as such would
transfer to Pohjola and Pohjantähti's customers would become those of Pohjola
Insurance.

Pohjola was the initiator of the merger. According to Pohjantähti's Board of
Directors, the merger bid has financially justified reasons and its terms and
conditions are in the interests of both customers and personnel.

The extraordinary general meetings of both companies will decide whether the
merger plan will be rejected or approved. In addition to approval by the general
meetings, the merger will require regulatory approval from relevant authorities.
Policyholder-shareholders and Ilmarinen Mutual Pension Insurance Company, the
holder of the guarantee capital, exercise voting rights at the general meeting
of Pohjantähti. The tentative date for the extraordinary general meeting is 8
December 2010.

The purpose of the merger is to strengthen the competitiveness in the Finnish
non-life insurance market of the new entity formed by the insurance business of
Pohjola Insurance and Pohjantähti. The merger is aimed at enhancing growth
potential and profitability of the combined insurance businesses. The new entity
will be able to more efficiently manage product and service development, ICT
development, staff recruitment and training, and capital, given the increasingly
demanding operating and regulatory environment.

Pohjantähti is currently headquartered in Hämeenlinna. Pohjola aims to increase
the number of insurance experts in Hämeenlinna and will establish a Pohjola
Insurance service centre in the town. According to the merger plan, the merger
should be executed in the spring of 2011. Post-merger business development
measures are now only under preparation. However, based on a decision already
made, further plans will not involve any redundancies, changing full-time
employment contracts to part-time contracts or layoffs.

- If the planned merger comes true, we will provide work for all of
Pohjantähti's existing employees and insurance intermediaries. Moreover, we will
recruit at least 50 new employees at the Hämeenlinna service centre, says Mikael
Silvennoinen, President and CEO of Pohjola.

- The strong growth in the number of Pohjola Insurance customers has created a
need to hire more staff especially in customer service, continues Silvennoinen.

Pohjola Bank plc

Carina Geber-Teir
Chief Communications Officer

For more information, please contact:
Mikael Silvennoinen, President and CEO, Pohjola Bank plc, tel. +358 (0)10
252 2549 (call request)
Jouko Pölönen, CFO, Pohjola Banc plc, tel. +358 (0)10 252 3405
Jaakko Tuomikoski, Chairman of the Board of Directors, Pohjantähti, tel. +358
(0)10 284 3447 (call request)
Petri Suni, Managing Director, Pohjantähti, tel. +358 (0)20 763 4069 (call
request)


DISTRIBUTION
NASDAQ OMX Helsinki
London Stock Exchange
Major media
pohjola.fi, op.fi


Established in 1895, Pohjantähti is a Finnish insurance company owned by its
customers. It has 45 offices throughout Finland. Headquartered in Hämeenlinna,
Pohjatähti serves households and the business and agricultural sectors.
Pohjantähti has partnered with Ilmarinen Mutual Pension Insurance Company within
statutory pension insurance and with OP Life Assurance Company Ltd within life,
savings and unit-linked policies. The company's highest decision-making body is
the general meeting of shareholders in which policyholders and holders of
guarantee capital exercise their voting rights. Pohjantähti's market share of
premiums written stands at 2.4 per cent.

Pohjola is a Finnish financial services group which provides its corporate and
institutional customers with a diverse range of banking, non-life insurance and
asset management services and private individuals with an extensive range of
non-life insurance and private banking services.
Pohjola is Finland's leading non-life insurer. The Group's non-life insurance
service providers comprise Pohjola Insurance Ltd as a non-life insurer,
A-Insurance Ltd focusing on insurance for commercial transport, Eurooppalainen
Insurance Company Ltd specialising in travel insurance and the Seesam companies
in the Baltic States. Pohjola Bank plc (Pohjola) is part of OP-Pohjola Group,
the leading financial services group in Finland. OP-Pohjola Group consists of
over 200 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 Pohjola.



[HUG#1447540]

Attachments:

Merger plan.pdf