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2014-04-25

Pohjola Pankki Oyj: Final result of the extra offer period based on the public voluntary bide made by OP-Pohjola for all Pohjola Bank plc shares

Pohjola Bank plc

Stock exchange release
25 April 2014 at 2:00 pm

NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY
OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Final result of the extra offer period based on the public voluntary bide made
by OP-Pohjola for all Pohjola Bank plc shares

The extra offer period relating to the public voluntary bid ("Bid") by
OP-Pohjola Group Central Cooperative ("Offeror") for series A and series K
shares issued by Pohjola Bank plc ("Pohjola") not held by the Offeror
("Shares") expired on 22 April 2014 at 4 pm Finnish time.

According to the final results of the extra offer period issued by the Offeror
today, the shares tendered in the extra offer period represent approximately
4.36% of all Pohjola shares and approximately 2.36% of all the votes
conferred by the shares. The shares tendered in the extra offer period
increases the Offeror's ownership to approximately 98.41% of all Pohjola
shares and approximately 99.14% of all the votes.

Further, according to the announcement issued by the Offeror today, the sale
and purchase of the shares tendered during the extra offer period will be
executed on NASDAQ OMX Helsinki Ltd no later than the fifth (5th) Finnish
banking day following the expiry of the extra offer period, i.e. on or about
29 April 2014, if permitted by the rules applicable to securities trading on
NASDAQ OMX Helsinki Ltd. Settlement will be effected on or about the third
(3rd) Finnish banking day following the execution of the above trades, i.e.
on or about 5 May 2014 ("Settlement date"). The payment of the offer price
for the shares tendered during the extra offer period will be deposited on
the settlement date into the bank account linked to the book-entry account of
the shareholder or, in the case of nominee-registered shares, into the bank
account specified in the acceptance form. If the bank account of a tendering
shareholder is with a financial institution other than such holder's
book-entry account, the offer price for the shares will be paid, in
accordance with the schedule of money transactions between financial
institutions, into the holder's bank account so that it will be on the bank
account of the shareholder approximately within two (2) Finnish banking days
following the settlement date, at the latest.

Since the Offeror has more than nine tenths (9/10) of all shares and votes in
Pohjola, it has the right, under the Limited Liability Companies Act, to
redeem (right of squeeze-out) all of the Series A shares held by Pohjola's
remaining shareholders at the current market price. The Offeror currently
holds all of the Series K shares issued by Pohjola.

The Offeror has filed an application with the Redemption Committee of the
Central Chamber of Commerce for instituting arbitration proceedings related
to the redemption of minority shares. In its application, the Offeror has
announced that in arbitration it will demand that the redemption price of
Series A share be 16.13 euros per share ("Redemption Price"). The Redemption
Price equals the consideration paid by the Offeror for all shares issued by
Pohjola based on the bid made public by OP-Pohjola on 6 February 2014. The
Offeror regards the consideration as the current market price in the
squeeze-out procedure on the basis of the Limited Liability Companies Act.

Pohjola Bank plc
Carina Geber-Teir
Chief Communications Officer

DISTRIBUTION
NASDAQ OMX Helsinki
LSE London Stock Exchange
SIX Swiss Exchange
Major media
pohjola.com, op.fi

FOR MORE INFORMATION, PLEASE CONTACT:
Vesa Aho, CFO, tel. +358 (0)10 252 2336
Niina Pullinen, Senior Vice President, Investor Relations, tel. 010 252 4494

Pohjola is a Finnish financial services group that offers its customers
banking, non-life insurance and asset management services. Pohjola's mission
is to promote the prosperity, security and wellbeing of its customers. Key
targets include profitable growth and increasing the company's value. Pohjola
Group serves corporate customers in Finland and abroad by providing an
extensive range of financial, investment, cash management and non-life
insurance services. For private customers, the Group provides non-life
insurance and private banking services. Pohjola Series A shares have been
listed on the Large Cap List of the NASDAQ OMX Helsinki since 1989. Pohjola's
consolidated earnings before tax amounted to 473 million euros in 2013 and
the balance sheet total amounted to 44 billion euros on 31 December 2013.
Pohjola is part of OP-Pohjola Group, the leading financial services group in
Finland with 4.3 million customers.

www.pohjola.com

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE
TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN
THE TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN IS
PROHIBITED BY APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO
BE PUBLISHED OR REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER
REQUIREMENTS IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS
NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED
CONSENT FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED
INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN
PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR
INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY
(INCLUDING, WITHOUT LIMITATION,FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR
THE INTERNET) OR THROUGH A NATIONAL SECURITIES EXCHANGE OF THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT
BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Pohjola Pankki Oyj via Globenewswire

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