Pohjola Pankki Oyj - Notice to general meeting

Notice of Pohjola Bank plc's Annual General Meeting

Pohjola Bank plc                                                                
COMPANY RELEASE                                                                 
Release category: Notice to convene annual general meeting                      
1 Mars 2010 at 8.00 am Finnish Time (GMT+2)                                     

Notice of Pohjola Bank plc's Annual General Meeting                             

Notice is hereby given that Pohjola Bank plc's (hereinafter "the Company")      
Annual General Meeting (AGM) will be held in the Congress Wing of the Helsinki  
Fair Centre, Rautatieläisenkatu 3, Helsinki (Eastern Pasila) on Friday, 26 March
2010 March, starting at 2.00 pm. The venue's location and travel information can
be found on the Helsinki Fair Centre's website at www.finnexpo.fi (Location and 
Travel information).                                                            

The venue will be open to shareholders registered for the meeting from 1.00 pm  
and tea and coffee will be available in the reception area before the meeting.  

A. Items on the AGM's agenda                                                    

The AGM will consider the following matters:                                    

1. Opening of the Meeting                                                       

2. Calling the Meeting to order                                                 

3. Election of persons checking the minutes and supervising vote counting       
4. Legality of Meeting                                                          

5. Recording of those present and confirmation of voters list                   

6. Presentation of the Financial Statements, the Report by the Board of         
Directors and the Auditors' Report for 2009                                     
- President and CEO's review                                                    

7. Adoption of the Financial Statements                                         

8. Decision on disposal of profit shown by the balance sheet and on dividend    
distribution                                                                    

The Board of Directors proposes to the AGM that a per-share dividend of EUR 0.34
be paid on Series A shares and EUR 0.31 on Series K shares, based on the        
Company's adopted balance sheet for the financial year that ended on 31 December
2009.  The dividend record date is 31 March 2010 and the payment date 9 April   
2010. In addition, the Board of Directors proposes that a maximum of EUR        
500,000.00 be available to the Board of Directors reserved from the             
distributable funds for donations and other contributions to the public good.   

9. Decision on discharge from liability of the members of the Board of Directors
and the President and CEO                                                       

10. Decision on emoluments payable to the Board of Directors                    

With approximately 57% of votes conferred by the shares of Pohjola Bank plc,    
OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that monthly Board emoluments be as follows: EUR 7,000 payable to the       
Chairman, EUR 5,000 payable to the Vice Chairman and EUR 4,000 payable to other 
Board members. These monthly Board emoluments are treated as pensionable salary,
in accordance with the proposal. In addition, the proposed attendance allowance 
is EUR 500 per Board meeting and Committee meeting. It is proposed that daily   
allowances and compensation for travel expenses be payable in accordance with   
the Group's Travel Expenses Regulations. The emoluments are equivalent to those 
decided by the AGM in 2009.                                                     

11. Decision on the number of members of the Board of Directors                 

In accordance with the Articles of Association, the Chairman of OP-Pohjola Group
Central Cooperative's Executive Board acts as the Chairman of the Company's     
Board of Directors and the Vice Chairman of OP-Pohjola Group Central            
Cooperative's Executive Board acts as the Vice Chairman of the Board of         
Directors, and the Board comprises a minimum of three (3) and a maximum of six  
(6) other members elected by the AGM. OP-Pohjola Group Central Cooperative has  
announced that it will propose to the AGM that the Board of Directors comprise  
eight members. Currently, the Board of Directors has eight members.             

12. Election of members of the Board of Directors                               

OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that Managing Director Merja Auvinen, President and CEO Jukka Hienonen,     
Managing Director Simo Kauppi, Director of the Turku School of Economics Satu   
Lähteenmäki, Managing Director Harri Sailas and Tom von Weymarn be elected to   
the Board of Directors, in accordance with their consent. Of those proposed,    
Harri Sailas is not a member of the current Board of Directors. Personal details
on the Board nominees are available at www.pohjola.fi. The Board members' term  
of office terminates upon the closing of the AGM following their election. In   
addition, the Board of Directors has a Chairman, Reijo Karhinen, Executive      
Chairman of OP-Pohjola Group, who chairs the Executive Board of OP-Pohjola Group
Central Cooperative, the central institution of the amalgamation of the         
cooperative banks; and a Vice Chairman, Tony Vepsäläinen, who acts as Vice      
Chairman of OP-Pohjola Group Central Cooperative.                               

13. Decision on auditors' remuneration                                          

OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that auditors' remuneration be paid based on a reasonable invoiced amount.  

14. Election of auditors                                                        

OP-Pohjola Group Central Cooperative has announced that it will propose to the  
AGM that KPMG Oy Ab, a firm of authorised public accountants, be elected the    
Company's auditor, in accordance with its consent, with the term of office      
terminating upon the closing of the AGM following its election.                 

15. Decision on alteration of Article10 of the Articles of Association          

The Board of Directors proposes to the AGM that Article 10 of the Articles of   
Association be altered in such a way that provisions governing the time of the  
announcement of notice of the General Meeting of Shareholders conform to the    
amended provisions under the Finnish Limited Liability Companies Act and that   
notice of the Meeting shall be brought to the shareholders' attention no later  
than three (3) weeks prior to the Meeting.                                      

16. Authorisation given to the Board of Directors to decide on a share issue    

The Board of Directors proposes that the AGM authorise the Board of Directors to
decide on one or several rights issues. The total number of Series A and Series 
K shares offered for subscription in the rights issue may not exceed 24,000,000 
and 6,000,000, respectively.                                                    

According to the proposal, the Board of Directors is also authorised to waive   
the shareholders' pre-emptive right (private placement), should there be, from  
the Company's perspective, a financially cogent reason to do so, in accordance  
with the Finnish Limited Liability Companies Act. In such a case, this          
authorisation may be exercised for the purpose of financing and executing       
company acquisitions or other transactions relating to the Company's business.  

The authorisation contains the Board of Directors' right to resolve on the terms
and conditions of the share issue and on other matters relating to these        
measures. It is proposed that the Board of Directors also have the right to     
decide whether the subscription price will be entered in full or in part in the 
reserve for invested non-restricted equity or share capital. It is proposed that
the Board authorisation be valid until the next AGM.                            

17. Closing of the Meeting                                                      

B. Meeting documents                                                            

The aforementioned proposals made by the Board of Directors, this Notice of     
Annual General Meeting and other documents for the AGM, as prescribed by the    
Limited Liability Companies Act and the Securities Markets Act, are available at
www.pohjola.fi. The Company's Financial Statements, Report by the Board of      
Directors, Corporate Governance Statement and Auditors' Report will be available
on this website as of 5 March 2010. The documents will also be available at the 
AGM, and copies thereof will be sent to shareholders upon request. The Review   
presented by the President and CEO at the AGM will be available on the          
aforementioned website after the AGM. The Minutes of the AGM will be available  
on the aforementioned website in two weeks' time after the Meeting.             

C. Instructions for AGM attendants                                              

1. Right to attend the AGM and registration for the AGM                         

The AGM will be open to all shareholders registered on the record date for the  
AGM, Tuesday, 16 March 2010, in the Company's Shareholder Register, maintained  
by Euroclear Finland Ltd. A shareholder whose shares have been entered in his   
personal book-entry securities account is listed on the Company's Shareholder   
Register.                                                                       

Shareholders wishing to attend the AGM must inform the Company thereof no later 
than 4.00 pm on Friday, 19 March 2010. Shareholders may register for the AGM:   
- on the Company's website at www.pohjola.fi;                                   
- by telephone, +358 (0)10 252 2900, Mon.-Fri. from 9.00 am until 4.00 pm;      
- by fax, +358 (0)10 252 3150; or                                               
- by letter, Pohjola Bank plc, Jaana Mauro/TeE4, P.O. Box 308, FI-00013 Pohjola.

The registration, including the shareholder's name, personal identity number (or
date of birth) or business ID, address, telephone number and the name of any    
proxy or assistant and the proxy's personal identity number, must arrive at the 
Company by the abovementioned deadline. These personal details will be used only
in connection with the AGM and any related necessary handling of registrations. 

A shareholder present at the AGM has the right to present questions about       
matters discussed at the Meeting, in accordance with Chapter 5, Section 25 of   
the Finnish Limited Liability Companies Act.                                    

2. Proxy and power of attorney                                                  

A shareholder may use a proxy to exercise his rights at the AGM. A shareholder's
proxy must present a dated power of attorney or otherwise prove in a reliable   
manner that he is authorised to represent the shareholder.                      

A shareholder may have several authorised proxies who represent him through     
shares in different book-entry accounts. In such a case, the shareholder must,  
in connection with registration, notify of the shares on the basis of which each
proxy represents him.                                                           

For the purpose of facilitating arrangements for the AGM, any powers of attorney
should be sent by letter, Pohjola Bank plc, Jaana Mauro/TeE4, P.O. Box 308,
FI-00013 Pohjola; or                                                            
by fax (+358 (0)10 252 3150) by the deadline for registration stated above. A   
power of attorney template (Valtakirjamalli) is available at www.pohjola.fi.    

A shareholder may also authorise a proxy by filing such authorisation           
electronically at www.pohjola.fi when registering for the AGM. For this purpose,
the shareholder needs to provide the number of his book-entry account.          

3. Holder of nominee-registered shares                                          

A holder of nominee-registered shares should ask his asset manager for the      
necessary instructions relating to reporting for entry into the Shareholder     
Register, the issue of powers of attorney and registration for the AGM. The     
asset manager's account operator shall report for entry of a holder of          
nominee-registered shares, who wishes to attend the AGM, into the Company's     
temporary Shareholder Register by 10.00 am, Tuesday, 23 March 2010. Such        
reporting for temporary entry into the Shareholder Register is considered       
registration for the AGM. Further information on this matter can be found at    
www.pohjola.fi.                                                                 

4. Other information                                                            

On the date of Notice of the Annual General Meeting, the number of Company      
shares totals 319,551,415, Series A shares and Series K shares numbering        
251,144,690 and 68,406,725, respectively. On the same date, the votes conferred 
by Company shares totals 593,178,315, the votes conferred by Series A shares and
Series K shares totalling 251,144,690 and 342,033,625, respectively.            

Helsinki, 1 March 2010                                                          

Pohjola Bank plc                                                                
Board of Directors                                                              

Pohjola Bank plc                                                                

Carina Geber-Teir                                                               
Senior Vice President, Corporate Communications                                 

DISTRIBUTION                                                                    
NASDAQ OMX Helsinki                                                             
London Stock Exchange                                                           
Major media                                                                     
pohjola.fi, op.fi                                                               

FOR FURTHER INFORMATION, PLEASE CONTACT:                                        
Carina Geber-Teir, Senior Vice President, Corporate Communications, tel. +358   
(0)10 252 8394