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2008-03-03 09:00:00 CET 2008-03-03 09:00:00 CET REGULATED INFORMATION OKO Pankki Oyj - Notice to general meetingNotice of Pohjola Bank plc's Annual General MeetingNotice 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 |
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