Notice of Pohjola Bank plc's Annual General Meeting Pohjola

Pohjola Bank plc STOCK EXCHANGE RELEASE 17 February 2014, 12:00 Notice of Pohjola Bank plc's Annual General Meeting Notice is hereby given that Pohjola Bank plc's (hereinafter the Company) Annual General Meeting (AGM) will be held in the Congress Wing of the Helsinki Exhibition & Convention Centre, Rautatieläisenkatu 3, Helsinki (Eastern Pasila) on Thursday, 20 March 2014 March, starting at 2.00 pm. The venue's location and travel information can be found on the Helsinki Exhibition & Convention Centre's website at www.finnexpo.fi > Language options: English > Visitors > Travel info. The venue will be open to shareholders registered for the Meeting from 1.00 pm and tea and coffee will be served in the reception area before the Meeting. A. Items on the AGM's agenda Agenda: 1. Opening of the Meeting 2. Calling the Meeting to order 3. Election of persons checking the minutes and supervising vote counting 4. Legality of the Meeting 5. Recording of those present and confirmation of voters list 6. Presentation of the Financial Statements, the Report by the Board of Directors and the Auditor's Report for 2013 - President and CEO's review 7. Adoption of the Financial Statements 8. Decision on allocation of profit shown on the balance sheet and dividend distribution The Board of Directors proposes to the AGM that a per-share dividend of EUR 0.67 be paid on Series A shares and EUR 0.64 on Series K shares, based on the Company's adopted balance sheet for the financial year that ended on 31 December 2013. The dividend record date is 25 March 2014 and the payment date 3 April 2014. In addition, the Board of Directors proposes that a maximum of EUR 75,000 be available to the Board of Directors reserved from the distributable funds for donations and other charitable contributions. 9. Decision on discharge from liability of members of the Board of Directors and President and CEO 10. Decision on emoluments payable to the Board of Directors OP-Pohjola Group Central Cooperative, which, as at 13 February 2014, held 63,43% of the votes conferred by Pohjola Bank plc shares, has announced that it will propose to the AGM that monthly Board emoluments be as follows: EUR 8,000 payable to the Chairman, EUR 5,500 payable to the Vice Chairman and EUR 4,500 payable to other Board members. An additional monthly emolument of EUR 1,000 is paid to such Board committee chairs who are not the Chairman or Vice Chairman of the Board. These monthly Board emoluments are treated as pensionable salary, in accordance with the proposal. In addition, the proposed attendance allowance is EUR 550 per Board meeting and Committee meeting. It is proposed that daily allowances and compensation for travel expenses be payable in accordance with the Group's Travel Expenses Regulations. The proposed emoluments equal the current ones. 11. Decision on the number of members of the Board of Directors By law, the Chairman of OP-Pohjola Group Central Cooperative's Executive Board acts as the Chairman of the Company's Board of Directors and, by virtue of the Articles of Association, the Vice Chairman of OP-Pohjola Group Central Cooperative's Executive Board acts as the Vice Chairman of the Board of Directors, and the Board comprises a minimum of three (3) and a maximum of six (6) other members elected by the AGM. OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that the Board of Directors comprise eight (8) members. The current number of Board members is eight (8). 12. Election of members of the Board of Directors OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that all existing members be re-elected: President and CEO Jukka Hienonen, Managing Director Jukka Hulkkonen, Managing Director Mirja-Leena (Mirkku) Kullberg, Managing Director Marjo Partio, President and CEO Harri Sailas and Tom von Weymarn be elected to the Board of Directors, in accordance with their consent. Personal details on the Board nominees are available at www.pohjola.com > Investor Relations > Corporate Governance > General Meeting of Shareholders. The Board members' term of office terminates upon the closing of the AGM following their election. In addition, the Board of Directors has a Chairman, Reijo Karhinen, Executive Chairman and CEO of OP-Pohjola Group, who chairs the Executive Board of OP-Pohjola Group Central Cooperative, the central institution of OP-Pohjola Group; and a Vice Chairman, Tony Vepsäläinen, who acts as Chief Business Development Officer of OP-Pohjola Group Central Cooperative. 13. Decision on auditors' remuneration OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that auditors' remuneration be based on a reasonable invoiced amount approved by the Company. 14. Election of auditors OP-Pohjola Group Central Cooperative has announced that it will propose to the AGM that KPMG Oy Ab, a firm of authorised public accountants, be re-elected the Company's auditor, in accordance with its consent, with the term of office terminating upon the closing of the AGM following its election. 15. Authorisation given to the Board of Directors to decide on a share issue The Board of Directors proposes that the AGM authorise the Board of Directors to decide on one or several rights issues. The total number of Series A and Series K shares offered for subscription in such a rights issue may not exceed 24,000,000 and 6,000,000, respectively. According to the proposal, the Board of Directors is also authorised to waive the shareholders' pre-emptive right (private placement), should there be, from the Company's perspective, a financially cogent reason to do so, in accordance with the Limited Liability Companies Act. In such a case, this authorisation may be exercised for the purpose of financing and executing company acquisitions or other transactions relating to the Company's business. The authorisation contains the Board of Directors' right of stipulating the terms and conditions of a share issue and on other matters relating to these measures. Based on the proposal, the Board of Directors also has the right to decide on whether the subscription price will be entered in full or in part in the reserve for invested non-restricted equity or share capital. It is proposed that the Board authorisation be valid until 20 March 2015. 16. Closing of the Meeting B. Meeting documents The aforementioned proposals made by the Board of Directors, this Notice of Annual General Meeting and other documents for the AGM, as prescribed by the Limited Liability Companies Act and the Securities Markets Act, are available for inspection by shareholders at www.pohjola.com. The Company's Financial Statements, Report by the Board of Directors, Corporate Governance Statement and Auditors' Report will be available on the aforementioned website approximately as of 20 February 2014. The presentation material based on the President and CEO's review at the AGM will be available in Finnish, Swedish and English after the AGM on the Company's website at www.pohjola.com > Investor Relations > Corporate Governance > General Meeting of Shareholders. The Minutes of the AGM will be available for inspection on the aforementioned website in two weeks' time after the AGM. C. Instructions for AGM attendants 1. Right to attend the AGM and registration for the AGM The AGM will be open to all shareholders registered on the record date for the AGM, Monday, 10 March 2014, in the Company's Shareholder Register, maintained by Euroclear Finland Ltd. A shareholder whose shares have been entered in his personal book-entry securities account is listed on the Company's Shareholder Register. Shareholders wishing to attend the AGM must inform the Company thereof no later than 4.00 pm on Thursday, 13 March 2014. Shareholders may begin to register for the AGM as of 18 February 2014, Tuesday, starting at 8.00 am: - on the Company's website at www.pohjola.fi; - by telephone, +358 (0)10 252 2900, Mon.-Fri. from 9.00 am until 4.00 pm; - by fax, +358 (0)10 252 3646;  or - by letter, Pohjola Bank plc, Anna Eskelinen, P.O. Box 308, FI-00013 Pohjola. The registration, including the shareholder's name, personal identity code (or date of birth) or business ID, address, telephone number and the name of any authorised representative or assistant and the authorised representative's personal identity code, must arrive at the Company by the abovementioned deadline. These personal details will be used only in connection with the AGM and any related necessary handling of registrations. 2. Authorised representative and power of attorney A shareholder may use an authorised representative to exercise his rights at the AGM. A shareholder's authorised representative must present a dated power of attorney or otherwise prove in a reliable manner that he is authorised to represent the shareholder. A shareholder may have several authorised representatives who represent him through shares in different book-entry accounts. In such a case, the shareholder must, in connection with registration, notify of the shares on the basis of which each authorised representative represents him. For the purpose of facilitating arrangements for the AGM, any powers of attorney should be sent by letter, Pohjola Bank plc, Anna Eskelinen, P.O. Box 308, FI- 00013 Pohjola, or by fax (+358 (0)10 252 3646), by the deadline for registration stated above. A power of attorney template is available at www.pohjola.com > Investor Relations > Corporate Governance > General Meeting of Shareholders. A shareholder may also authorise a representative by filing such authorisation electronically when registering for the AGM at www.pohjola.com > Investor Relations > Corporate Governance > General Meeting of Shareholders. For this purpose, the shareholder needs to provide the number of his book-entry account. 3. Holder of nominee-registered shares A holder of nominee-registered shares wishing to attend the AGM must be reported for temporary entry into the Company's Shareholder Register no later than 10.00 am (Finnish time) on Monday, 17 March 2014. Such reporting for temporary entry requires that the holder of nominee-registered shares should have had the right to be entered into the Company's Shareholder Register on the basis of the same shares on 10 March 2014, the record date for the AGM. Reporting for temporary entry into the Shareholder Register is considered registration for the AGM. The asset manager's account operator shall report for said entry. A holder of nominee-registered shares should ask his asset manager well in advance for the necessary instructions relating to reporting for entry into the Shareholder Register, the issue of powers of attorney and registration for the AGM. Further information on this matter can also be found at www.pohjola.com > Investor Relations > Corporate Governance > General Meeting of Shareholders. 4. Other information A shareholder present at the AGM has the right to present questions about matters discussed at the Meeting, in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act. He may send such a question in advance to the Company's Investor Relations by email to ir(a)pohjola.fi. On 17 February 2014, the date of release of Notice of the Annual General Meeting, the number of Company shares totals 319,551,415, Series A shares and Series K shares numbering 252,009,866 and 67,541,549, respectively. On the same date, the votes conferred by Company shares totals 589,717,611, the votes conferred by Series A shares and Series K shares totalling 252,009,866 and 337,707,745, respectively. Helsinki, 17 February 2014 Pohjola Bank plc Board of Directors DISTRIBUTION NASDAQ OMX Helsinki London Stock Exchange SIX Swiss Exchange Major media pohjola.com, op.fi FOR MORE INFORMATION, PLEASE CONTACT: 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 well-being 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. We offer 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. The number of shareholders totals around 32,000. Pohjola's consolidated earnings before tax came 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 [HUG#1762177]