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2014-04-04

Pohjola Pankki Oyj: Supplement to OP-Pohjola's Offer Document

OP-Pohjola Group Central Cooperative

Stock exchange release
4 April 2014, 3.15 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.

S
upplement to OP-Pohjola's Offer Document

The Offer Document approved by the Finnish Financial Supervisory Authority and
related to the voluntary public Tender Offer made by OP-Pohjola Group Central
Cooperative ("OP-Pohjola") for all shares issued by Pohjola Bank plc
("Pohjola Bank") was published on 21 February 2014. The offer period
according to the Tender Offer expired on 1 April 2014. In its announcement on
2 April 22014, OP-Pohjola has decided to complete the Tender Offer in
accordance with its terms and conditions. OP-Pohjola today announced the
final result of the Tender Offer and a decision to extend the offer period by
an extra offer period ("Extra Offer Period") in accordance with the terms and
condition of the Tender Offer. This stock exchange release supplements the
offer document published by OP-Pohjola on 21 February 2014.

Since OP-Pohjola announced on 2 April 2014 the satisfaction of all the
conditions for completion of the Tender Offer and a decision to complete the
Tender Offer declaring it unconditional, this supplement to the Offer
Document does not entitle Pohjola Bank shareholders who have accepted the
Tender Offer to withdraw from their prior acceptance of the Tender Offer
unless otherwise provided by mandatory law.

Final
result of the Tender Offer

The shares tendered in the Tender Offer according to the final result of the
Tender Offer represent approximately 42.22 per cent of all Pohjola Bank
shares and approximately 27.56 per cent of the votes conferred by the shares.
The shares tendered in the Tender Offer together with those acquired by
OP-Pohjola on the market increase OP-Pohjola's ownership to approximately
94.07 per cent of all Pohjola Bank shares and approximately 96.78 per cent of
all votes conferred by the shares.

The final result of the Tender Offer confirms the preliminary result according
to which the OP-Pohjola's proportion of the shares and votes in Pohjola
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 announced that it has 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 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 given during the Extra Offer
Period 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 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 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
all the shares and votes already after the settlement of the shares tendered
in the Tender Offer, OP-Pohjola intends to initiate compulsory redemption
proceedings (squeeze-out) 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

Revised capital adequacy ratios included in Helsinki OP Bank Plc's prospectus

Helsinki OP Bank plc wholly owned by OP-Pohjola will today publish a
prospectus regarding a subordinated debenture loan programme worth EUR
200,000,000 approved by the Financial Supervisory Authority. The prospectus
is available on OP-Pohjola Group's website at www.op.fi/helsinki. The text on
pages 9-10 of the prospectus under Actions Taken to Strengthen the Solvency
of OP-Pohjola Group is replaced with the following text on page 75 of the
prospectus under Actions Taken to Strengthen the Solvency of OP-Pohjola
Group:

"The estimated Common Equity Tier 1 ratio (CET1) of OP-Pohjola Group in
accordance with national legislative amendments caused by the European
Union's Capital Requirements Directive (2013/36/EU, CRD IV) and the Capital
Requirements Regulation (575/2013, CRR) stood at 17.0 per cent and total
capital ratio at 19.1 per cent on 1 January 2014. The estimated capital
adequacy ratios exclude OP Bank Group Mutual Insurance Company's (OVY)
equalisation provisions which de facto cover the most important risk type of
OP-Pohjola Group, i.e. credit risk. These equalisation provisions may affect
core equity capital through counting them towards equity capital, for
example, if loan losses realise or a decision is made to count them towards
equity capital. Including OVY's equalisation provisions, the CET1 ratio would
have been 0.6 and total capital ratio by 0.5 percentage points higher than
presented above. After the completion of the Tender Offer, the CET1 ratio is
estimated to be 11.1 per cent and total capital ratio 13.2 per cent. The OVY
equalisation provisions have also the effect presented above on the ratios
following the completion of the Tender Offer. The EUR 2.5 billion purchase of
Pohjola Bank shares held outside OP-Pohjola Group forms the most substantial
item that affects the capital adequacy ratios following the completion of the
Tender Offer. The information presented above is preliminary, involving
uncertainty because regulation is still being processed.

In light of tightening regulatory requirements and the need to ensure
OP-Pohjola Group's competitive position against customers, credit rating
agencies and wholesale funding markets, OP-Pohjola Group Central Cooperative
has decided to raise its CET1 ratio target for OP-Pohjola Group from the
current 15 per cent to 18 per cent. The Group must meet the CET1 target,
based on the highest-quality form of capital, by the end of 2016.

It is estimated that the CET1 ratio will reach the new 18 per cent target by
the end of 2016 through OP-Pohjola Group's strong internal capital generation
and through the issuance of new profit shares. OP-Pohjola Group intends to
issue a total of approximately EUR 1.3 billion in profit shares to Group
cooperative banks' customer-owners during 2014 and 2015 in order to
strengthen its CET1. In addition, the intention is to convert the existing
supplementary cooperative capital of EUR 0.6 billion into profit shares. A
subordinated debenture loan issued by Helsinki OP Bank Plc forms part of the
actions aimed at strengthening the capital base.

At the end of 2013, OP-Pohjola Group's capital adequacy ratio under the Act on
the Supervision of Financial and Insurance Conglomerates (699/2004, as
amended) stood at 1.90. The completion of the Tender Offer also reduced this
capital adequacy ratio. The actions stated above aimed at strengthening core
equity capital, the Group's strong internal capital generation and the
issuance of the new profit shares will also increase the capital adequacy
ratio under the Act on the Supervision of Financial and Insurance
Conglomerates."

OVY refers to OP Bank Group Mutual Insurance Company, Pohjola Bank refers to
Pohjola Bank plc and Helsinki OP Bank refers to Helsinki OP Bank Plc.

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
TENDE...

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