Aktia Oyj - Company Announcement

Aktia plc is merged into Aktia Bank plc on 1 July 2013

Aktia plc
Stock Exchange release
1 July 2013 at 8 a.m.



Aktia plc is merged into Aktia Bank plc on 1 July 2013

A merger between the listed parent company of Aktia Group, Aktia plc, and Aktia
Bank plc has been effected on 1 July 2013. Following the merger, Aktia Bank plc
is the new parent company in the Group. The merger is part of Aktia Group's
2015 action plan which includes actions on improving the Group's cost
structure. Simplifying the Aktia Group structure aims at greater cost
efficiency in administration, processes and shared functions. 

As merger compensation, shareholders of Aktia plc received a total of
46,706,720 new shares in Aktia Bank plc so that one (1) A share in Aktia plc
entitled to one (1) new A share in Aktia Bank plc, and a total of 19,872,088
new R shares in Aktia Bank plc so that one (1) R share in Aktia plc entitled to
one (1) new R share in Aktia Bank plc. The merger compensation was paid when
the issued new shares were registered in the Trade Register and entered in the
book-entry securities system administered by Euroclear Finland Ltd on 1 July
2013. Shareholder rights regarding the shares received as merger compensation
entered into force on 1 July 2013. Upon implementation of the merger, the stock
of Aktia Bank plc's shares amounts to a total of 46,706,723 A shares and
19,872,088 R shares. 

All shares in Aktia plc were delisted on the NASDAQ OMX Helsinki Stock Exchange
as of 28 June 2013 after end of trading day and all shares in Aktia Bank plc
are listed on the NASDAQ OMX Helsinki Stock Exchange as of 1 July 2013. 

Aktias's customer service or customer terms and conditions will not be affected
by the merger. 



AKTIA PLC

For more information, please contact:
Stefan Björkman, Deputy Managing Director, tel. +358 10 247 6595
Mia Bengts, Group Legal Counsel, tel. +358 10 247 6348

From:
Malin Pettersson, Head of Communications, tel. +358 10 247 6369



Distribution:
Nasdaq OMX Helsinki Ltd
Central media
www.aktia.fi



Aktia in brief:
Aktia Group provides a broad range of products within banking, insurance and
real estate agency. Aktia operates mainly in coastal areas and inland growth
areas. Aktia has about 300,000 customers who are served by nearly 1,000
employees at 60 branch offices and via Internet and telephone services. Aktia's
shares are listed on the list of NASDAQ OMX Helsinki Ltd. For more information
about Aktia, see www.aktia.fi 





NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. 



DISCLAIMER

This stock exchange release is not an offer for shares in Aktia Bank. A
prospectus relating to the merger referred to in this stock exchange release
and the subsequent listing of the shares in Aktia Bank at NASDAQ OMX Helsinki
Ltd will be prepared and filed with the Finnish Financial Supervisory
Authority. 

The information contained herein is not for publication or distribution,
directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, South
Africa or the United States. The distribution of this stock exchange release in
certain other jurisdictions may be restricted by law and persons into whose
possession it or any part of it comes should inform themselves about and
observe any such restrictions. Neither Aktia nor Aktia Bank assumes any
responsibility in the event there is a violation by any person of such
restrictions. 

The information in this stock exchange release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of the
securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would require preparation of further prospectuses or other
offer documentation, or be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction. 

This stock exchange release has not been approved by any regulatory authority.
This stock exchange release is not a prospectus and shareholders should not
base their decision on the merger referred to in this stock exchange release
except on the basis of information provided in the prospectus to be published
by Aktia and Aktia Bank. 

United States

This stock exchange release does not constitute or form part of an offer or
solicitation of an offer to purchase securities in the United States. Neither
Aktia's nor Aktia Bank's securities have been or will be registered under the
U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder (the “Securities Act”), and may not be offered or sold in the United
States absent registration under the Securities Act or an exemption therefrom.
No public offering of Aktia's or Aktia Bank's shares is being made or will be
made in the United States. 

European Economic Area

Neither Aktia nor Aktia Bank has authorized any offer to the public of
securities in any Member State of the European Economic Area other than
Finland. With respect to each Member State of the European Economic Area other
than Finland and which has implemented the Prospectus Directive (a “Relevant
Member State”), no action has been undertaken or will be undertaken to make an
offer to the public of securities requiring publication of a prospectus in any
Relevant Member State. As a result, the securities may only be offered in
Relevant Member States (a) to any legal entity which is a qualified investor as
defined in the Prospectus Directive or (b) in any other circumstances falling
within Article 3(2) of the Prospectus Directive. For the purposes of this
paragraph, the expression an “offer of securities to the public” means the
communication in any form and by any means of sufficient information on the
terms of the offer and the securities to be offered so as to enable an investor
to decide to exercise, purchase or subscribe the securities, as the same may be
varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and the
expression “2010 PD Amending Directive” means Directive 2010/73/EU. 

United Kingdom

This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 and (iii) other persons to whom it
may lawfully be communicated, falling within Article 49(2) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such
persons together being referred to as “Relevant Persons”). Any investment
activity to which this stock exchange release relates will only be available to
and will only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this stock exchange release or any of
its contents.