New Group-level targets confirmed within Pohjola's and

Pohjola Bank plc Stock exchange release 29 April 2014 at 8.10 am New Group-level targets confirmed within Pohjola's and OP-Pohjola's long-term incentive schemes The Board of Directors of Pohjola Bank plc decided on Pohjola's involvement in OP-Pohjola Group's long-term management incentive scheme for which OP-Pohjola Group Central Cooperative's Supervisory Board has confirmed new Group-level targets for OP-Pohjola Group. 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 46 Pohjola Group persons. The maximum bonus for those included in the scheme 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 4-7-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. OP-Pohjola Group's long-term management incentive scheme includes some 350 OP-Pohjola Group persons. Effect of the bid for Pohjola shares on the incentive scheme launched in 2011 OP-Pohjola Group Central Cooperative has made a public voluntary bid 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 bid 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. The bonus will be converted into cash by multiplying the number of shares by the redemption price. 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. 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: 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)50 523 9904 Pohjola is a Finnish financial services group that offers its customers banking, non-life insurance and asset management services. Pohjola's mission is to promote the prosperity, security and wellbeing of its customers. Key targets include profitable growth and increasing the company's value. Pohjola Group serves corporate customers in Finland and abroad by providing an extensive range of financial, investment, cash management and non-life insurance services. For private customers, the Group provides non-life insurance and private banking services. 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 [HUG#1780741]