2007-03-05 08:59:29 CET

2007-03-05 08:59:29 CET


REGULATED INFORMATION

OKO Pankki Oyj - Notice to general meeting

Notice of the Annual General Meeting


The shareholders of OKO Bank plc are hereby invited to the Annual General       
Meeting to be held on Tuesday, 27 March 2007, at 2:00 p.m. at the Finlandia Hall
Conference Wing, address Mannerheimintie 13, 00100 Helsinki. Registration and   
distribution of voting slips at the meeting venue at 1:00 - 2:00 p.m. Coffee    
will be served from 1:00 p.m.                                                   

Matters to be dealt with                                                        

1. Matters assigned to the Annual General Meeting according to Article 10 of the
Articles of Association                                                         

- The presentation of the Financial Statements, the Report by the Board of      
Directors and the Auditors' Report                                              
- The approval of the Financial Statements                                      
- Decision to be taken on the use of the profit shown in the approved balance   
sheet                                                                           
- Decision to be taken on the granting of discharge from liability to the       
members of the Supervisory Board, members of the Board of Directors, members of 
the Executive Board and the President                                           
- Decision to be taken on the number and remuneration of auditors and the       
members of the Board of Directors                                               
- The election of required members of the Board of Directors, and               
- The election of auditors.                                                     

2. Proposal by the Board of Directors for the amendment of the Company's        
Articles of Association                                                         

The Board of Directors proposes that Articles 3 to 15 of the Articles of        
Association be amended and that Articles 16 to 17 be deleted.                   

The main content of the proposal is as follows:                                 
- Provisions on the Company's minimum and maximum share capital and the minimum 
and maximum number of shares will be deleted.                                   
- Provisions on the record date for distribution of assets and share            
subscription will be deleted.                                                   
- Provision on representing the Company will be amended to correspond to the    
provisions of the Companies Act regarding authorisation of representation, and  
- Provision on the powers of action of the central institution of the           
amalgamation of the cooperative banks will be specified further in such a way   
that the central institution has the right to supervise the Company's operations
and issue the Company with instructions on its internal control and risk        
management, on its operations in order to ensure liquidity and capital adequacy,
and on applying uniform accounting policies when preparing the consolidated     
financial statements of the amalgamation.                                       

In addition, several other amendments are proposed to be made to the Articles of
Association, e.g. in sections regarding the agenda of the General Meeting of    
Shareholders, the meeting of the Board of Directors and the Company's audit. The
amendments are aimed at changing the content of the provisions to conform to the
wording of the new Companies Act and the Auditing Act.                          

3. Proposal by the Board of Directors for granting the Board of Directors an    
authorisation to issue shares                                                   

The Board of Directors proposes that the Annual General Meeting authorise the   
Board of Directors of the Company, for five years as of the AGM, to decide on   
one or more share issues or issue of option rights or other special rights      
referred to in Chapter 10, Section 1 of the Companies Act, in such a way that   
the new shares to be subscribed in the share issue or to be subscribed on the   
basis of option rights and other special rights shall be Series A shares and    
that their combined number may not exceed 30 000 000 shares. In the share issue 
or when granting option or other special rights, shareholders' pre-emptive right
of subscription referred to in Chapter 9, Section 3 of the Companies Act can be 
waived if there is a weighty financial reason for this from the Company's       
viewpoint. The authorisation granted by the Annual General Meeting to the Board 
of Directors on 30 March 2006 is cancelled.                                     

The parent entity's proposal for members of the Company's Board of Directors and
auditors                                                                        

The OP Bank Group Central Cooperative (the Central Cooperative), holding around 
56.8% of voting rights in the Company, proposes to the Annual General Meeting   
that ten members be appointed to the Company's Board of Directors: Mr Reijo     
Karhinen, Executive Chairman of the OP Bank Group and Chairman of the Executive 
Board of the Central Cooperative and Mr Tony Vepsäläinen, President of the      
Central Cooperative and Vice Chairman of the Executive Board of the Central     
Cooperative, who are members of the Company's Board of Directors ex officio, as 
well as Ms Merja Auvinen, Managing Director; Mr Erkki Böös, Senior Executive    
Vice President of the Central Cooperative; Mr Eino Halonen, President and CEO;  
Mr Simo Kauppi, Deputy Managing Director; Ms Satu Lähteenmäki, Professor;       
Mr Harri Nummela, Executive Vice President of the Central Cooperative; Mr Heikki
Vitie, Senior Executive Vice President of the Central Cooperative, and Mr Tom   
von Weymarn. Of the above-mentioned persons, Mr Nummela is not a current member 
of the Company's Board of Directors.                                            

According to the Articles of Association, at least half of the members of the   
OKO Bank Board of Directors must be members of the Executive Board of the       
Central Cooperative which is the central organisation of the amalgamation of    
cooperative banks.                                                              

The Central Cooperative has reported to the Company that it will propose the    
election of KPMG Oy Ab, Authorised Public Accountants, and Mr Raimo Saarikivi,  
Authorised Public Accountant, as the Company's auditors.                        

Documents of the Meeting                                                        

Copies of the Financial Statement documents, the above-mentioned proposals by   
the Board of Directors and other documents with attachments may be reviewed by  
the shareholders at the Company's Corporate Communications, address             
Teollisuuskatu 1b, 00510 Helsinki as from 5 March 2007. The documents and the   
Annual Report for 2006, which is due to be available on week 11, will be mailed 
on request to shareholders. These documents can be ordered from the Corporate   
Communications, tel. +358 10 252 2053, fax +358 10 252 2298, e-mail:            
viestinta@op.fi.                                                                

Right to attend the Meeting                                                     

The right to attend the Annual General Meeting is held by shareholders who no   
later than on 17 March 2007 have been entered as shareholders in the Company's  
shareholder register kept by Finnish Central Securities Depository Ltd. The     
nominee-registered shareholders who wish to attend the Meeting can be           
temporarily entered in the shareholder register. This should be done no later   
than on 17 March 2007. For temporary registration, the shareholders should      
contact their custodian.                                                        

Shareholders who wish to attend the Annual General Meeting shall inform the     
Company thereof no later than on Thursday 22 March 2007 at 4:00 p.m. Finnish    
time either                                                                     
- on the Company's website at www.oko.fi/english                                
- by mail to the following address: OKO Bank plc, Ms Heidi Kivenjuuri/C4, P.O.  
Box 308, FI-00101 Helsinki                                                      
- by fax to number +358 10 252 2503                                             
- by telephone to number +358 10 252 2900 (on weekdays from 9:00 a.m. to        
4:00 p.m.), or by e-mail to oko.kokous@oko.fi.                                  

Information shall reach the Company before the closing of the registration      
period. Shareholders are advised to inform the Company of their name and, in    
addition, personal identity number or business identity code. Any proxies shall 
be sent by mail or fax within the registration period.                          

Dividend payout                                                                 

The Board of Directors proposes that a dividend of EUR 0.65 be paid for each    
Series A share and a dividend of EUR 0.62 for each Series K share for the       
financial period ended on 31 December 2006.                                     

The dividend will be paid to shareholders who, on the record date of dividend   
payout on 30 March 2007, have been entered in the Company's shareholder register
kept by Finnish Central Securities Depository Ltd. The Board of Directors       
proposes to the Annual General Meeting that the dividend be paid on 10 April    
2007.                                                                           

Helsinki, 5 March 2007                                                          

OKO Bank plc                                                                    
Board of Directors                                                              


OKO Bank plc                                                                    



Markku Koponen                                                                  
Senior Vice President                                                           


DISTRIBUTION                                                                    
Helsinki Stock Exchanges                                                        
London Stock Exchange                                                           
SWX Swiss Exchange                                                              
Principal media                                                                 
www.oko.fi/english                                                              

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:                                     
Mr Markku Koponen, Senior Vice President (Corporate Communications),            
tel. +358 10 252 2648