Pohjola Pankki Oyj - Tender offer

An independent, ad hoc committee of Pohjola's Board of Directors recommends approval of the bid to shareholders

OP-Pohjola Group Central Cooperative
Stock exchange release
13 February 2014, 10.30 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.

An independent, ad hoc committee of Pohjola's Board of Directors recommends
approval of the bid to shareholders

OP-Pohjola Group Central Cooperative has been informed that the Board of
Directors of Pohjola Bank plc issued a statement on 13 February 2014 regarding
the voluntary public bid (the Bid) for Pohjola Bank plc's outstanding shares
published by OP-Pohjola Group Central Cooperative (the Offeror) on 6 February
2014. In its statement, the Board of Directors recommends that shareholders
approve the Bid.

With respect to the Bid, Pohjola has received a fairness opinion from its
financial advisor, Deutsche Bank AG (London Branch). On 13 February 2014, the
Board of Directors issued its final statement regarding the Bid under the
Securities Markets Act, which will be included in the Tender Offer Document.

The Board of Directors has set up a committee consisting of Board members with
no ties to the Offeror 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 Bank plc has issued a separate notice regarding the statement.


OP-Pohjola Group Central Cooperative

Carina Geber-Teir
Chief Communications Officer

For more information:
OP-Pohjola Communications, media contacts, tel. +358 (0)50 523 99 04

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

OP-Pohjola Group is Finland's leading financial services group providing a
unique range of banking, investment and insurance services. The Group's mission
is to promote the sustainable prosperity, well-being and security of its owner-
members, customers and operating regions through its local presence. Its
objective is to offer the best and most versatile package of loyal customer
benefits on the market. OP-Pohjola Group consists of some 180 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 the
listed company Pohjola Bank plc. The Group has a staff of 13,000. OP-Pohjola
Group posted earnings before tax of EUR 705 million in 2013 and had total assets
of EUR 101 billion on 31 December 2013. The Group has over four million
customers.

www.op.fi


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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