OKO Pankki Oyj - Notice to general meeting

Notice of Pohjola Bank plc's Annual General Meeting

Notice of Pohjola Bank plc's Annual General Meeting                             

The Board of Directors hereby convenes the Annual General Meeting of Pohjola    
Bank plc (formerly OKO Bank plc) to be held in the Congress Wing of the         
Finlandia Hall (Mannerheimintie 13, Helsinki) on Thursday, 27 March 2008,       
starting at 2.00 pm. Registration and the distribution of voting slips at the   
meeting venue will take place between 1.00 pm and 2.00 pm. Coffee will be served
from 1.00 pm.                                                                   

Items on the agenda:                                                            

1. Matters assigned to the Annual General Meeting (AGM) in accordance with      
Article 8 of the Articles of Association                                        

- Presenting the Financial Statements, the Report by the Board of Directors and 
the Auditors' Report;                                                           
- Adopting the Financial Statements;                                            
- Deciding on the allocation of profit shown by the adopted balance sheet;      
- Deciding on discharging the members of the Board of Directors and the         
President and CEO from liability;                                               
- Deciding on the number of members of the Board of Directors and auditors and  
their remuneration;                                                             
- Electing members required for the Board of Directors; and                     
- Electing auditors.                                                            

2. A proposal by the Board of Directors to alter the Articles of Association    

The Board of Directors proposes that Articles 2, 7 and 12 be altered as follows:

Article 2: Line of Business                                                     
The Company is the central financial institution of the Group cooperative member
banks and as a commercial bank engages in the business operations set forth in  
the Credit Institutions Act. The special purpose of the Company is to promote,  
as a central financial institution, the activities of the cooperative and other 
institutions belonging to OP-Pohjola Group. The Company may own and control     
shares and other holdings in financial institutions and insurance companies and 
other entities, and engage in investment activities. The Company may offer      
investment services, as referred to in the Act on Investment Firms, and         
custodian and asset management services set forth in said Act.                  

Article 7                                                                       
In the event of dividend distribution, the annual per-share dividend payable on 
Series A shares is at least three cents higher than that payable on Series K    
shares.                                                                         

Article 12: Board of Directors                                                  
The Company has a Board of Directors responsible for the Company's              
administration and appropriate organisation of operations.                      
The Board of Directors has a Chairman, who chairs the Executive Board of the    
central institution of the amalgamation of the cooperative banks as referred to 
in Section 3 of the Act on Cooperative Banks and Other Cooperative Credit       
Institutions, and a Vice Chairman, who acts as the Vice Chairman of said central
institution, as well as a minimum of three (3) and a maximum of six (6) other   
members.                                                                        
The term of office of the members of the Board of Directors, elected by the AGM,
is one (1) year, beginning from the closing of the AGM performing their election
and terminating at the closing of the following AGM.                            
A Board meeting has a quorum only if more than half of its members are present. 
Board decisions are based on a majority vote and in case of a tie the Chairman  
has the casting vote.                                                           

Parent institution's proposal for the Company's Board members and auditors and  
for their remuneration.                                                         

With around 57% of votes conferred by shares in the Company, OP Bank Group      
Central Cooperative proposes to the AGM that eight members be elected to the    
Board of Directors. Persons elected to the Board of Directors on the basis of   
their duties include Mr Reijo Karhinen, Chairman of the Executive Board of OP   
Bank Group Central Cooperative and Executive Chairman of OP-Pohjola Group; and  
Mr Tony Vepsäläinen, Vice Chairman of the Executive Board of OP Bank Group      
Central Cooperative and President of Central Cooperative. Other Board members   
comprises Ms Merja Auvinen, Managing Director; Mr Eino Halonen, rahoitusneuvos  
(Finnish honorary title); Mr Simo Kauppi, Deputy Managing Director; Ms Satu     
Lähteenmäki, Professor; Mr Markku Vesterinen, President and CEO; and Mr Tom von 
Weymarn. Markku Vesterinen is not a member of the current Board of Directors.   

Furthermore, OP Bank Group Central Cooperative proposes that KPMG Oy Ab, a firm 
of authorised public accounts, and Raimo Saarikivi, APA, be re-elected the      
Company's auditors.                                                             

The monthly Board emoluments proposed by Central Cooperative are as follows: EUR
7,000 paid to the Chairman, EUR 5,000 to the Vice Chairman and EUR 4,000 to     
other Board members. In addition, the Board members receive an attendance       
allowance of EUR 500 for each meeting. An attendance allowance also applies to  
the meetings of Board Committees. These monthly Board emoluments are treated as 
pensionable salary, in accordance with the proposal. OP Bank Group Central      
Cooperative proposes that auditors' remuneration be based on a reasonable       
invoiced amount.                                                                

Meeting documents                                                               

The above proposals by the Board of Directors will be available for shareholders
on the Company's website at www.pohjola.fi as of 3 March 2008. The Financial    
Statements, the Report by the Board of Directors and the Auditors' Report will  
be available on the same website no later than 13 March 2008. The aforementioned
documents and the Annual Report to be published no later than in week 12 will be
sent to shareholders upon request. They can also be ordered from the Legal      
Affairs unit, tel. +358 (0)10 252 7808 (Niina Lahtinen) or email                
niina.lahtinen@pohjola.fi.                                                      

Right to attend the Meeting                                                     

The Annual General Meeting will be open to all shareholders registered on 17    
March 2008 in the Company's shareholder register, maintained by Finnish Central 
Securities Depository Ltd. Nominee-registered shareholders wishing to attend the
Meeting may be temporarily registered in the shareholder register. They must    
submit said temporary registration no later than 17 March 2008 and contact their
account operator for this purpose.                                              

Shareholders wishing to attend the AGM must inform the Company thereof no later 
than 4.00 pm on Tuesday, 18 March 2008:                                         
- on the Company's website at www.pohjola.fi;                    
- by mail, Pohjola Bank plc, Heidi Kivenjuuri/TeC5, P.O. Box 308, FI-00013      
Pohjola                                                                         
- by fax, +358 (0)10 252 2503                                                   
- by telephone, +358 (0)10 252 2900, between 9.00 am-4.00 pm on weekdays; or    
- by email, pohjola.kokous@pohjola.fi.                                          

This information containing the shareholder's name, personal identity number or 
business ID should reach the Company by the abovementioned deadline. Any proxies
should be sent by mail or fax by the same deadline.                             

Dividend payout                                                                 

The Board of Directors proposes to the AGM that a per-share dividend of EUR 0.65
be paid on Series A shares and EUR 0.62 on Series K shares for 2007.            

Dividends will be paid to shareholders who have been entered in the Company's   
Shareholder Register, maintained by Finnish Central Securities Depository Ltd,  
by the dividend record date on 1 April 2008. The Board of Directors proposes    
that the dividend payment date be 10 April 2008.                                

Helsinki, 3 March 2008                                                          

POHJOLA BANK PLC                                                                
Board of Directors                                                              




Pohjola Bank plc                                                                

Markku Koponen                                                                  
Senior Vice President                                                           

DISTRIBUTION                                                                    
OMX Nordic Exchange Helsinki                                                    
London Stock Exchange                                                      
SWX Swiss Exchange                                                              
Major media                                                                     

FURTHER INFORMATION                                                             
Mr Markku Koponen, Senior Vice President, Communications, tel. +358 (0)10 252   
2648