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2014-04-04

Pohjola Pankki Oyj: Final result of OP-Pohjola's tender offer for all the shares in Pohjola Bank as well as an extra offer period

OP-Pohjola Group Central Cooperative

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's tender offer for all the shares in Pohjola Bank
as well as an extra offer period

The offer period for the voluntary public Tender Offer by OP-Pohjola Group
Central Cooperative ('OP-Pohjola') to purchase all shares in Pohjola Bank Plc
('Pohjola Bank') expired on 1 April 2014, at 4.00 pm (Finnish time).

According to the final result of the Tender Offer, the shares tendered in the
Tender Offer represent approximately 42.22 per cent of all the shares and
approximately 27.56 per cent of all votes in Pohjola Bank. The shares
tendered in the Tender Offer, together with the shares that OP-Pohjola has
purchased on the market, increase OP-Pohjola's ownership to approximately
94.07 per cent of all the shares and approximately 96.78 per cent of all
votes in Pohjola Bank.

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

In order to allow the remaining shareholders the possibility to still accept
the Tender Offer, OP-Pohjola today decided to extend the offer period by an
extra offer period in accordance with the terms and conditions of the Tender
Offer (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 Tender Offer can be accepted in accordance
with the acceptance procedure described in the terms and conditions of the
Tender Offer. The acceptance of the Tender Offer 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, 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.

OP-Pohjola 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 OP-Pohjola's ownership of Pohjola Bank will exceed nine-tenths (9/10) of
the shares and votes in Pohjola Bank already after the settlement of the
shares tendered in the Tender Offer, OP-Pohjola intends to initiate a
sqeeze-out procedure for the remaining shares in Pohjola Bank under the
Finnish Limited Liability Companies Act.

OP-Pohjola 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.

OP-Pohjola Group Central Cooperative

Carina Geber-Teir
Chief Communications Officer

For more information:
OP-Pohjola Communications, media contacts, tel. +358 (0)50 523 99 04

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 has the
mission of promoting the sustainable 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.
With a staff of 12,000 OP-Pohjola Group posted
consolidated earnings of 705 million euros before tax in 2013 and
had total assets of 101 billion euros on 31 December 2013. T
he 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.

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

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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