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2014-04-29

Pohjola Pankki Oyj: OP-Pohjola's Supervisory Board decided on new Group-level targets within the Group's remuneration schemes

OP-Pohjola Group

Stock exchange release 29 April 2014
at 8.10 am

OP-Pohjola's Supervisory Board decided on new Group-level targets within the
Group's remuneration schemes

OP-Pohjola Group Central Cooperative's Supervisory Board decided on new
Group-level targets within OP-Pohjola Group's long-term remuneration schemes.
The Group-level targets are congruent both in the management incentive scheme
and OP-Pohjola Group's Personnel Fund. The common, Group-level long-term
performance indicators applying to all personnel will help OP-Pohjola Group
implement its strategy. The remuneration schemes are aimed at rewarding,
motivating and engaging management and employees within OP-Pohjola Group.

OP-Pohjola has decided to extend the performance period for the long-term
management incentive scheme launched in 2011 by another three-year period
covering 2014-16. In addition, the remuneration scheme for employees based on
OP-Pohjola Group's Personnel Fund will continue with performance periods of
one year.

Short-term schemes continue to be based on the achievement of the targets by
entity within OP-Pohjola Group.

Regulation imposes a cap on the maximum variable remuneration

When creating the incentive schemes, OP-Pohjola Group has taken account of
amended regulation governing remuneration policies and practices in the
financial services industry. The incentive scheme for 2014-16 follows the
main principles applied in the previous three-year performance period. The
performance indicators, maximum bonuses and the remuneration tool will change
and OP-Pohjola has specified the terms and conditions to be in line with
upcoming regulatory changes.

OP-Pohjola Group Central Cooperative's Supervisory Board has set OP-Pohjola
Group's earnings before tax, the Group's Common Equity Tier 1 (CET1) capital
ratio and growth in the number of customers using OP-Pohjola as their main
bank and insurer as the new long-term performance indicators.

Changes will in the first place be caused by the Capital Requirements
Directive IV (CRD IV) of the European Parliament and of the Council, which
will limit the maximum variable remuneration to the amount of a person's
annual fixed remuneration. CRD IV will be transposed into national
legislation. The incentive scheme for 2014-16 aims to foresee future
regulations and restrictions.

Bonuses that may be paid under the scheme will be paid in terms of debentures
issued by OP-Pohjola. In addition, bonuses paid in cash will be used to cover
taxes and tax-like charges arising from the bonuses.

OP-Pohjola Group's long-term management incentive scheme includes some 350
people and their maximum bonus is determined by the management position.
Provided that the targets are achieved at the maximum level set for them,
those included in the scheme have the opportunity to receive an annual bonus
equalling their 2-8-month regular salary subject to PAYE tax. Bonus payout
includes conditions relating to the duration of employment or executive
contracts. The bonus amount depends on the achievement of the target after
the performance period and will be paid in three equal instalments in 2018,
2019 and 2020.

Effect of the tender offer for Pohjola shares on the incentive scheme launched
in 2011

OP-Pohjola Group Central Cooperative has made a public tender offer for all
Series A and K shares issued by Pohjola Bank plc and not held by OP-Pohjola
Group Central Cooperative. OP-Pohjola Group Central Cooperative currently
holds approximately 98.41% of Pohjola shares and approximately 99.14% of the
votes conferred by the shares, and has initiated a squeeze-out procedure for
the remaining shares.

Owing to the tender offer and the fulfilment of its conditions for completion,
the bonus payout for the performance period of 2011-13 applies the scheme's
condition under which bonuses will be fully paid in cash if any of Pohjola's
shareholders has the right, under Chapter 18, Section 1 of the Limited
Liability Companies Act, to redeem (right of squeeze-out) the shares on the
grounds that the shareholder has more than 90% of the company's shares and of
the votes conferred by the shares. Bonuses that were to be paid as a
combination of Pohjola's series A shares and cash will be paid in cash in
2015, 2016 and 2017 according to the original payout schedule. The bonus will
be converted into cash by multiplying the number of shares by the redemption
price.

OP-Pohjola Group Central Cooperative
Carina Geber-Teir

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

FOR MORE INFORMATION, PLEASE CONTACT:
Jaakko Pehkonen, Chairman of the Supervisory Board of OP-Pohjola Group Central
Cooperative
Any requests for contacts, please call OP-Pohjola Group Communications, tel.
+358 (0)50 5239904

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

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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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