Pohjola Pankki Oyj - Total number of voting rights and capital

Proposal of Pohjola Bank plc's Board of Directors to authorise the Board of Directors to resolve on a share issue and/or granting of stock options and other special rights entitling to P

Pohjola Bank plc                                                                
COMPANY RELEASE                                                                 
2 Mars 2009 at 7.50 am Finnish Time (GMT+2)                                     
Release category: Changes in share capital and votes                            


Proposal of Pohjola Bank plc's Board of Directors to authorise the Board of     
Directors to resolve on a share issue and/or granting of stock options and other
special rights entitling to Pohjola shares                                      


To the Annual General Meeting on 27 March 2009                                  


The Board of Directors of Pohjola Bank plc (“Pohjola” or the “Company”) proposes
that the Annual General Meeting of the Company (the “AGM”) authorise the Board  
of Directors to resolve on one or more rights issues and/or granting of stock   
options or other special rights referred to in chapter 10, section 1 of the     
Finnish Companies Act (624/2006, as amended). On 12 February 2009, Pohjola      
announced its intention to proceed with a rights offering of approximately EUR  
300 million, which the Board of Directors aims to execute during spring 2009, in
view of market conditions and within the scope of this authorisation being      
proposed to the AGM. It is proposed that this authorisation be exercised for the
purpose of strengthening the Company's capital structure and for the Company to 
be able to pursue various business opportunities.                               

The total number of new Series A shares and K shares to be subscribed in a share
issue and/or by virtue of stock options or other special rights may not exceed  
235,400,000 and 64,600,000, respectively.                                       

It is proposed that the authorisation contain the Board of Directors' right of  
resolving on the terms and conditions of a share issue and/or stock options or  
other special rights, and on 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 in the share capital.                     

It is proposed that the authorisation be effective until the closing of the     
following AGM.                                                                  

In its authorisation proposal, the Board of Directors has taken account of the  
current market conditions and may therefore decrease, where necessary, before   
the AGM the proposed number of shares to be issued pursuant to the              
authorisation. This enables the Board of Directors to monitor market conditions 
until the AGM and determine the size of the proposed authorisation based on the 
circumstances prevailing at the time of the AGM. Should the Board of Directors  
revise its proposal, the revised proposal will be published as a company release
before the opening of the AGM, at the latest.                                   

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, 2 March 2009                       

Pohjola Bank plc                                                                
Board of Directors                                                              

Pohjola Bank plc                                                                


Markku Koponen                                                                  


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