Pohjola Pankki Oyj - Tender offer

CORRECTION: OP-Pohjola will commence the voluntary public tender offer for all the shares in Pohjola Bank on 24 February 2014

This is a correction of the announcement from 15:30 21.02.2014 EET. Reason for
the correction:

Annex 2: Offer Document published by OP-Pohjola on 21 Feb 2014 related to the
stock exchange release on OP-Pohjola Group Central Cooperative's public
voluntary bid for all Pohjola Bank plc outstanding shares, published by OP-
Pohjola Group Central Cooperative on Friday 21 February 2014 at 3.30 pm,
contained incorrect information. In the signature page of the Report by the
Board of Directors in Annex 2 (on page E-348), Merja Auvinen was incorrectly
stated as member of the Board of Directors. Marjo Partio is the correct Board
member. The full stock exchange release published on Friday 21 February 2014 can
be found below, Annex 1 and the corrected Annex 2.

OP-Pohjola Group Central Cooperative
Stock exchange release
21 February 2014, 3:30 pm

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.

OP-Pohjola will commence the voluntary public tender offer for all the shares in
Pohjola Bank on 24 February 2014

As announced on 6 February 2014, the OP-Pohjola Group Central Cooperative (the
'Offeror') will make a voluntary public tender offer to purchase all of the
issued and outstanding series A and series K shares (the 'Shares') in Pohjola
Bank Plc (the 'Company') that are not already held by the Offeror.

The Finnish Financial Supervisory Authority has today approved the tender offer
document relating to the Tender Offer (the 'Tender Offer Document'). The
acceptance period under the Tender Offer will commence on 24 February 2014 at
9:30 am (Finnish time) and expire on 1 April 2014 at 4:00 pm (Finnish time) (the
'Offer Period'). The Offeror reserves the right to extend the Offer Period from
time to time in accordance with the terms and conditions of the Tender Offer.

The consideration being offered is EUR 16.80 in cash for each Share with respect
to which the Tender Offer has been validly approved (the 'Offer Price'). The
Offer Price is approximately 18.1 per cent higher than the closing price of the
A Shares of EUR 14.23 on the Helsinki Stock Exchange on 5 February 2014, i.e.
the last trading day before the announcement of the Tender Offer. The Offer
Price represents a premium of approximately 23.3 per cent compared to the
volume-weighted average trading price of the A Shares on the Helsinki Stock
Exchange during the six (6) month period preceding the announcement of the
Tender Offer and a premium of approximately 30.5 per cent compared to the
volume-weighted average trading price of the Shares on the Helsinki Stock
Exchange during the twelve (12) month period preceding the announcement of the
Tender Offer.

The amount of distributed dividends or other assets payable for each Share will
be deducted from the Offer Price in accordance with the terms and conditions of
the Tender Offer. The Company's Board of Directors has proposed to the ordinary
general meeting to be held on 20 March 2014 that a per-share dividend of EUR
0.67 be paid on each series A shares and a per-share dividend of EUR 0.64 be
paid on each series K shares. The dividend approved by the ordinary general
meeting will be deducted from the Offer Price in accordance with the terms and
conditions of the Tender Offer.

The Board of Directors of the Company has issued a statement on 13 February
2014 regarding the Tender Offer according to which the Board of Directors
recommends that shareholders approve the Tender Offer. With respect to the
Tender Offer, the Company 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 has been included in the Tender Offer Document.

Ilmarinen Mutual Pension Insurance Company ('Ilmarinen'), whose ownership share
is 10.00% of the Shares in the Company and approximately 5.42% of the related
voting rights, announced on 12 February 2014 that its board of directors has
decided to accept the Tender Offer. In addition, a majority of the Group member
cooperative banks (a total of 123 banks out of 183 banks) have as at 20 February
2014 undertaken towards the Offeror to accept the Tender Offer with respect to
the Shares they hold, and the Offeror expects receiving undertakings to accept
the Tender Offer also from the remaining Group member cooperative banks by 24
February 2014. The Shares with respect to which Ilmarinen and the cooperative
banks have announced that they will accept the Tender Offer would increase the
Offeror's shareholding to approximately 65.01% of the Shares and approximately
80.20% of the votes conferred by the shares together with the Shares owned by
the Offeror pursuant to the the shareholders register of the Company maintained
by Euroclear Finland Ltd. ('Euroclear') as at 20 February 2014.

The Offer Document will be available in Finnish from approximately 24 February
2014 onwards at the office of the Offeror at Vääksyntie 4, 00510 Helsinki, at
the office of the lead manager, Pohjola Bank Plc's Capital Markets Financing
department at Vääksyntie 4, 00510 Helsinki and at the Helsinki Stock Exchange at
Fabianinkatu 14, 00100 Helsinki and from 21 February 2014 onwards on the
Internet at www.op.fi.

Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the relevant acceptance form to their
customers who are registered as shareholders in the shareholders register of the
Company maintained by Euroclear. Shareholders who do not receive such
notification from their account operator or asset manager can contact any branch
office of the cooperative banks belonging to the OP-Pohjola Group or Helsinki OP
Bank Plc where such shareholders shall receive necessary information and can
give their acceptance.

A shareholder in the Company who wishes to accept the Tender Offer shall submit
a properly completed and duly executed acceptance form to the account operator
managing the holders book-entry account in accordance with its instructions and
within the time limit set by the account operator or, in the case such account
operator does not accept acceptance forms (e.g. Euroclear), such shareholder
shall contact any branch office of the cooperative bank belonging to the OP-
Pohjola Group or Helsinki OP Bank Plc to give his/her acceptance to tender the
Shares.

A shareholder in the Company whose Shares are registered in the name of a
nominee and who wishes to accept the Tender Offer shall affect such acceptance
in accordance with the nominee's instructions.

The completion of the Tender Offer will be subject to the satisfaction or waiver
by the Offeror of certain conditions to completion in accordance with the terms
and conditions of the Tender Offer.

The Offeror has purchased and plans to purchase shares outside of the Tender
Offer through direct purchases on the Helsinki Stock Exchange or otherwise in
such a way that the purchase price of the Shares will not exceed the Offer Price
and the other terms and conditions of such purchases will not be better than the
Tender Offer.

The Offeror will announce the preliminary result of the Tender Offer on or about
the first Finnish banking day following the expiry of the Offer Period or, if
applicable, the extended or discontinued Offer Period, and will announce the
final result on or about the third Finnish banking day following the expiry of
the Offer Period or, if applicable, the extended or discontinued Offer Period.
The announcement of the final result will confirm (i) the percentage of the
Shares that have been validly tendered and not properly withdrawn and (ii)
whether the Tender Offer will be completed.

The detailed terms and conditions of the Tender Offer have been enclosed in
their entirety as an annex to this release (Annex 1).
The tender offer document published by OP-Pohjola Central Cooperative dated 21
February 2014 (Annex 2).

OP-Pohjola Group Central Cooperative

Carina Geber-Teir
Chief Communications Officer


For more information:
Harri Luhtala, CFO, tel. +358 (0)10 252 2433
Markku Koponen, Senior Vice President, tel. +358 (0)10 252 2648


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 has the
mission of promoting 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. With a staff of 12,000 OP-Pohjola Group posted
consolidated earnings of 705 million euros before tax in 2013 and had total
assets of 101 billion euros on 31 December 2013. The group has 4.3 million
customers.

www.op.fi

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN THE TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN
IS PROHIBITED BY APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO
BE PUBLISHED OR REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS
IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW
AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED CONSENT FORMS WILL
NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER
IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL
SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OR THROUGH A NATIONAL
SECURITIES EXCHANGE OF THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR
INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG.




[HUG#1763944]

Attachments:

Offer Document.pdf

Terms and conditions of the Tender Offer.pdf