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2014-04-04

Pohjola Pankki Oyj: Final result of OP-Pohjola Group Central Cooperative's public voluntary bid for all the shares in Pohjola Bank plc and an extra offer perio

Pohjola Bank plc

Stock exchange release
4 April 2014, at 12.30 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 OP-Pohjola Group Central Cooperative's
public voluntary bid for all the shares in Pohjola Bank plc and an extra offer
period

The offer period for the voluntary public voluntary bid (the "Bid") made by
OP-Pohjola Group Central Cooperative (the "Offeror") for Pohjola Bank plc
("Pohjola") Series A and K shares not held by the Offeror (the "Shares")
expired on 1 April 2014, at 4.00 pm (Finnish time).

According to the stock exchange release issued today by the Offeror regarding
the final result of the Bid, the Shares tendered in the Bid represent
approximately 42.22 per cent of all Pohjola shares and approximately 27.56
per cent of the votes conferred by the shares. The tendered Shares, together
with the shares that OP-Pohjola has purchased on the market, the Offeror's
ownership to approximately 94.07 per cent of all Pohjola shares and
approximately 96.78 per cent of all votes conferred by the shares.

The Offeror announced on 2 April 2014 that it has decided to complete the Bid
in accordance with its terms and conditions. According to the stock exchange
release issued today by the Offeror, the final result of the Bid confirms the
preliminary result according to which the Offeror's proportion of the shares
and votes in Pohjola exceeds the 90 per cent threshold and all the conditions
for completion of the Bid have been satisfied. The offer consideration will
be paid to the shareholders who have validly accepted the Bid in accordance
with the terms and conditions of the Bid, on or about 11 April 2014.

In order to allow the remaining shareholders the possibility to still accept
the Bid, the Offeror has announced in a stock exchange release issued today
that it will extend the offer period by an extra offer period in accordance
with the terms and conditions of the Bid (the "Extra Offer Period"). The
Extra Offer Period will commence on 7 April 2014 at 9.30 am (Finnish time)
and expire on 22 April 2014 at 4.00 pm (Finnish time). The offered
consideration is EUR 16.13 in cash for each Series A share and thus
corresponds to the consideration offered during the ordinary offer period.

During the Extra Offer Period, the Bid can be accepted in accordance with the
acceptance procedure described in the terms and conditions of the Bid. The
acceptance of the Bid will be binding and cannot be withdrawn unless
otherwise provided by mandatory law. Further information and instructions are
available from any branch office of OP-Pohjola Group cooperative banks or
Helsinki OP Bank Plc.

The sale and purchase of the Shares tendered during the Extra Offer Period
will be executed 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, on
NASDAQ OMX Helsinki Ltd, 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 (the "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 two
(2) Finnish banking days following the Settlement Date, at the latest.

The Offeror will announce the preliminary percentage of the Shares validly
tendered during the Extra Offer Period on or about 23 April 2014 and the
final percentage on or about 25 April 2014.

Since the Offeror's ownership will exceed nine-tenths (9/10) of the shares and
votes in Pohjola after the settlement of the Shares already tendered in the
Bid, the Offeror intends to initiate compulsory redemption proceedings under
the Finnish Limited Liability Companies Act for the remaining shares in
Pohjola.

In its stock exchange release issued today, the Offeror has announced that it
will not, for the time being, acquire shares in Pohjola Bank in public
trading on NASDAQ OMX Helsinki Ltd or in a manner other than the offer for
the Extra Offer Period. However, OP-Pohjola reserves the right to execute
such acquisitions at a later date within the limits set by applicable laws.

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. +358 (0)10 252
4494

Pohjola is a Finnish financial services group which provides its customers
with banking, non-life insurance and asset management services.
Our mission is to promote the sustainable prosperity, security and wellbeing
of our customers.
Profitable growth and an increase in company value form our key objectives.
Pohjola Group serves corporate customers in Finland and abroad by providing an
extensive range of financial, investment, cash-management and non-life
insurance services.
The Group offers non-life insurance and private banking services to private
customers.
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.

---------------------------------------

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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