Pohjola Pankki Oyj - Total number of voting rights and capital

Revised Board Proposal for Share Issue Authorisation Made to the Annual General Meeting

Not 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.