Pohjola Pankki Oyj - Company Announcement

Proposals by Pohjola Bank plc's Board of Directors to the Annual General Meeting

Pohjola Bank plc                                                                
COMPANY RELEASE                                                                 
11 February 2010, 8.15 am                                                       

Proposals by Pohjola Bank plc's Board of Directors to the Annual General Meeting

Pohjola Bank plc's Board of Directors has decided that the Annual General       
Meeting (AGM) be held in the Helsinki Fair Centre on Friday, 26 March 2010,     
starting at 2.00 pm.                                                            

Notice of the Meeting will be published in Helsingin Sanomat and                
Hufvudstadsbladet, and as a company release on 1 March 2010. Thereafter, the    
Notice will also be available at pohjola.fi.                                    

The Board of Directors has decided to propose to the AGM that the AGM decide to 
alter the provision governing the time of notice of the General Meeting of      
Shareholders, under Article 10 of the Articles of Association. In addition, the 
Board of Directors will propose to the AGM that the AGM decide to authorise the 
Board of Directors to resolve on a share issue.                                 

1. Alteration of Article 10 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 notice of the General Meeting of      
Shareholders shall be brought to the shareholders' attention, unless otherwise  
prescribed by law, by publishing it in at least two newspapers, determined by   
the Board of Directors, no earlier than two (2) months and no later than three  
(3) weeks prior to the Meeting, or be brought to the shareholders' attention in 
another verifiable manner.                    

2. Authorisation 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 shares 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 corporate 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 authorisation be effective until the following AGM.     

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                                         
Mikael Silvennoinen, President and CEO, tel. +358 (0)10 252 2549                


APPENDIX                                                                        
A proposal by Pohjola Bank plc's Board of Directors to alter Article 10 of the  
Articles of Association                                                         

Present Article 10                                                              

Notice of the General Meeting of Shareholders shall be brought to the           
shareholders' attention, unless otherwise prescribed by law, by publishing it in
at least two newspapers, determined by the Board of Directors, no earlier than  
two (2) months and no later than seventeen (17) days prior to the Meeting, or be
brought to the shareholders' attention in another verifiable manner.            
Shareholders wishing to attend the Meeting shall register for the Meeting by the
date specified in the Notice of Meeting, which may be ten (10) days prior to the
Meeting at the earliest.                                                        

Proposed new Article 10                                                         

Notice of the General Meeting of Shareholders shall be brought to the           
shareholders' attention, unless otherwise prescribed by law, by publishing it in
at least two newspapers, determined by the Board of Directors, no earlier than  
two (2) months and no later than three (3) weeks prior to the Meeting, or be    
brought to the shareholders' attention in another verifiable manner.            
Shareholders wishing to attend the Meeting shall register for the Meeting by the
date specified in the Notice of Meeting, which may be ten (10) days prior to the
Meeting at the earliest.