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2014-04-25

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

OP-Pohjola Group Central Cooperative

Stock exchange release
25 April 2014, 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 tender offer made by
OP-Pohjola for all Pohjola Bank plc shares

The extra offer period according to the voluntary tender offer by OP-Pohjola
Group Central Cooperative ("OP-Pohjola") for all shares issued by Pohjola
Bank plc ("Pohjola Bank") expired on 22 April 2014 at 4 pm (Finnish time).

According to the final results of the extra offer period, 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.

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

OP-Pohjola 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, OP-Pohjola has
announced that in arbitration it will demand that the redemption price of the
Shares be 16.13 euros per Share ("Redemption Price"). The Redemption Price
equals the consideration paid by OP-Pohjola for all shares issued by Pohjola
Bank based on the tender offer made public by OP-Pohjola on 6 February 2014.
OP-Pohjola regards the consideration as the current market price in the
squeeze-out procedure on the basis of the Limited Liability Companies Act.

OP-Pohjola Group Central Cooperative

Carina Geber-Teir
Chief Communications Officer

For more information, please contact
OP-Pohjola Communications, media contacts, tel. +358 (0)50 523 9904

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

OP-Pohjola Group is Finland's leading financial services group providing a
unique range of banking, investment and insurance services.
The Group's mission is to promote the prosperity, well-being and security of
its owner-members, customers and operating regions through its local
presence.
Its objective is to offer the best and most versatile package of loyal
customer benefits on the market.
OP-Pohjola Group consists of some 180 member cooperative banks and the Group's
central institution, OP-Pohjola Group Central Cooperative, with its
subsidiaries and closely-related companies, the largest of which is the
listed company Pohjola Bank plc.
The Group has a staff of 12,000.
OP-Pohjola Group posted earnings before tax of EUR 705 million in 2013 and had
total assets of EUR 101 billion on 31 December 2013. The Group has 4.3
million customers.

www.op.fi

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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