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2014-04-11

Pohjola Pankki Oyj: Right of squeeze-out and sell-out related to Pohjola Bank plc shares under Chapter 18, Section 2 of the Limited Liability Companies Act

Pohjola Bank plc

Stock exchange release
11 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.

Right of squeeze-out and sell-out related to Pohjola Bank plc shares under
Chapter 18, Section 2
of the Limited Liability Companies Act

Pohjola Bank plc ("Pohjola Bank") today received an announcement from
OP-Pohjola Group Central Cooperative ("OP-Pohjola") related to the
establishment of OP-Pohjola's right of squeeze-out and sell-out referred to
in the Limited Liability Companies Act.

According to the announcement, OP-Pohjola holds approximately 94.05% of all
Pohjola Bank shares and approximately 96.78% of the votes conferred by the
shares. OP-Pohjola with more than nine tenths (9/10) of all shares and votes
in Pohjola Bank has the right, under Chapter 18, Section 1 of 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 fair price. OP-Pohjola currently holds
all of the Series K shares issued by Pohjola Bank.

OP-Pohjola today notified Pohjola Bank of its decision to exercise its right
of squeeze-out. OP-Pohjola has notified Pohjola Bank that it will institute
arbitration proceedings under the Limited Liability Companies Act in order to
redeem the Shares referred to in the notice of squeeze-out.

In arbitration, OP-Pohjola 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 public voluntary bid ("Bid") made public by OP-Pohjola on 6
February 2014. OP-Pohjola regards the consideration as a fair price in the
squeeze-out procedure on the basis of the Limited Liability Companies Act.

In order to allow the remaining shareholders the possibility to still accept
the Bid, OP-Pohjola has extended the offer period by an extra offer period in
accordance with the terms and conditions of the Bid. The Extra Offer Period
commenced on 7 April 2014 and will expire on 22 April 2014 at 4.00 pm
(Finnish time).The consideration offered during the extra offer period is
16.13 euros in cash for each Share and thus corresponds to the Redemption
Price and the consideration offered during the ordinary offer period.

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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