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2009-03-27 09:30:00 CET 2009-03-27 09:30:01 CET REGULATED INFORMATION Pohjola Pankki Oyj - Total number of voting rights and capitalRevised Board Proposal for Share Issue Authorisation Made to the Annual General MeetingNot for release in the United States, Australia, Canada or Japan. Pohjola Bank plc COMPANY RELEASE, Release Category: Changes in share capital and votes 27 March 2009, 10.30 am Finnish Time (GMT+2) Revised Board Proposal for Share Issue Authorisation Made to the Annual General Meeting On 2 March 2009, Pohjola Bank plc ("Pohjola" or "the Company") announced its Notice of Annual General Meeting ("AGM") to be held on 27 March 2009 and Board proposals to the AGM, including a proposed share issue authorisation to be given to the Board of Directors. As indicated in the proposal, the Board of Directors decided today to revise its proposal in light of the current market conditions by decreasing the number of new shares to be offered for subscription. Where the original proposal included the offering of a maximum total of 300 million new shares (comprising a maximum of 235,400,000 new Series A shares and a maximum of 64,600,000 new Series K shares), the new, revised proposal includes the offering of a maximum total of 150 million new shares, comprising a maximum of 117,700,000 new Series A shares and a maximum of 32,300,000 new Series K shares. In addition, the Board of Directors decided to revise its proposal to the AGM in such a way that the AGM would authorise the Board of Directors to decide on one rights issue (formerly one or more rights issues and/or granting stock options or other special rights as referred to in chapter 10, section 1 of the Finnish Companies Act (624/2006, as amended)). Accordingly, the Board removed from its proposal a reference to stock options and other special rights as referred to in chapter 10, section 1 of the Finnish Companies Act. The proposal was not revised in any other respect. The full version of the Board of Directors' proposal for the revised share issue authorisation to be presented to the Company's AGM can be found in the appendix to this release. Pohjola Bank plc Markku Koponen Senior Vice President For further information, please contact: Mikael Silvennoinen, President and CEO, tel. +358 (0)10 252 2549 Jouko Pölönen, CFO, tel. +358 (0)10 252 3405 Markku Koponen, Senior Vice President (Corporate Communications), tel. +358 (0)10 252 2648 Distribution NASDAQ OMX Helsinki London Stock Exchange SWX Swiss Exchange Major media www.pohjola.fi, www.op.fi APPENDIX: Pohjola Bank plc's Board of Directors' proposal to the Annual General Meeting for authorising the Board of Directors to decide on a share issue To Pohjola Bank plc's Annual General Meeting of 27 March 2009 The Board of Directors of Pohjola Bank plc ("Pohjola" or "the Company") hereby proposes that the Company's AGM authorise the Board of Directors to resolve on one rights issue. It is proposed that this authorisation be exercised for the purpose of strengthening the Company's capital base and for the Company to be able to pursue various business opportunities. The total number of new Series A shares and Series K shares to be subscribed for in a share issue may not exceed 117,700,000 and 32,300,000, respectively. It is proposed that the authorisation contain the Board of Directors' right to resolve on the terms and conditions of the share issue and on other matters relating to these measures. According to the proposal, the Board of Directors also has the right to determine whether the subscription price is to be entered in full or in part in the Company's reserve for invested non-restricted equity or share capital. It is proposed that the authorisation be effective until the closing of the following AGM. Shareholders representing more than two-thirds of the total number of votes conferred by the Company's shares have announced their support for the Board of Directors' proposal. Helsinki, 27 March 2009 Pohjola Bank plc Board of Directors Disclaimer: This document may not be distributed or sent into the United States, Australia, Canada or Japan. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The company has not registered, and does not intend to register, any portion of any offering of its securities in the United States, and does not intend to conduct a public offering of its securities in the United States. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons who are members or creditors of the company to which this communication relates, falling within article 43(2) of the Order (all such persons in (i), (ii) (iii) and (iv) above together being referred to as “relevant persons”). The securities offered are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the (“Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at subscription locations in Finland. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This document includes forward-looking statements. These forward-looking statements include all matters that are not historical facts, statements regarding the company's intentions, beliefs or current expectations concerning, among other things the company's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the company operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and speak only as of the date they are made. The company cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which the company operates may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if the company's results of operations, financial condition and liquidity and the development of the industry in which the company operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in future periods. The company does not undertake any obligation to review or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this document. J.P. Morgan Securities Ltd. and Pohjola Corporate Finance Ltd are acting exclusively for the company and for no-one in connection with the offering. They will not regard any other person (whether or not a recipient of this document) as a client in relation to the offering. J.P. Morgan Securities Ltd. and Pohjola Corporate Finance Ltd will not be responsible to anyone other that the company for providing the protections afforded to their respective clients nor for giving advice in relation to the offering or any transaction or arrangement referred to in this document. |
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