Obligation OP Yrityskassi Oyj 3.375% ( CH0132112993 ) en CHF

OP Yrityskassi Oyj

100 % ▼

Finlande

CH0132112993 ( en CHF )

3.375% par an ( paiement annuel )

13/07/2021 - Obligation échue

Prospectus brochure de l'obligation OP Yrityspankki Oyj CH0132112993 en CHF 3.375%, échue

5 000 CHF

100 000 000 CHF

OP Yrityspankki Oyj est une banque finlandaise offrant des services financiers aux entreprises, incluant des solutions de financement, de gestion de trésorerie et de marchés de capitaux.

L'Obligation émise par OP Yrityskassi Oyj ( Finlande ) , en CHF, avec le code ISIN CH0132112993, paye un coupon de 3.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/07/2021

Execution Copy
FI AL TERMS
PART A
CO TRACTUAL TERMS
dated 8 July 2011
Pohjola Bank plc ("Pohjola Bank" or the "Issuer")
(Incorporated in Finland with limited liability)
Issue of CHF 100,000,000 3.375 per cent. Subordinated Instruments due 14 July 2021
under the EUR 15,000,000,000 Programme for the Issuance of Debt Instruments

The Base Prospectus referred to below (as completed by these Final Terms) has been
prepared on the basis that any offer of Instruments in any Member State of the European
Economic Area which has implemented the Prospectus Directive (as defined below) (each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of the Instruments. Accordingly any person making or intending to
make an offer in that Relevant Member State of the Instruments may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any
offer of Instruments in any other circumstances.
Terms used herein shall be deemed to be defined as such for the purposes of the
Conditions set forth in the Base Prospectus dated 5 November 2010, as supplemented by the
supplemental Base Prospectus dated 9 February 2011, the supplemental Base Prospectus
dated 8 March 2011, the supplemental Base Prospectus dated 5 May 2011 and the
supplemental Base Prospectus dated 6 June 2011, which together constitute a base prospectus
for the purposes of Prospectus Directive (the "Base Prospectus"). The expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and the
expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This document constitutes the Final Terms of the Instruments described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such
Base Prospectus and the Swiss listing prospectus dated on or around 8 July 2011 (the "Swiss
Prospectus"). Full information on the Issuer and the offer of the Instruments is only available
on the basis of the combination of these Final Terms, the Base Prospectus and the Swiss
Prospectus. The Base Prospectus is available for viewing on Pohjola Bank plc's website
(http://www.pohjola.com). Copies of the Base Prospectus and the Swiss Prospectus may be
obtained from Deutsche Bank AG Zurich Branch, Uraniastrasse 9, P.O. Box 3604, CH-8021
Zurich, Switzerland, and from the registered office of Pohjola Bank plc at Teollisuuskatu lb,
FIN-00510 Helsinki, Finland.

317405 | LAD | 000019.doc
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1.
(i)
Issuer:
Pohjola Bank plc
2.
(i)
Series Number:
125

(ii)
Tranche Number:
1
3.
Specified Currency or Currencies:
Swiss Francs ("CHF")
4.
Aggregate Nominal Amount of CHF 100,000,000
Instruments:

(i)
Series:
CHF 100,000,000

(ii)
Tranche:
CHF 100,000,000
5.
Issue Price:
100.208 per cent. of the Aggregate
Nominal Amount
6.
(i)
Specified Denominations:
CHF 5,000 and integral multiples thereof

(ii)
Calculation Amount:
CHF 5,000
7.
(i)
Issue Date:
14 July 2011

(ii)
Interest Commencement Date: Issue Date
8.
Maturity Date:
14 July 2021
9.
Interest Basis:
3.375 per cent. Fixed Rate
Condition 5A is applicable.

(further particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest or Redemption/ Not Applicable
Payment Basis:
12.
Put/Call Options:
Not Applicable
13.
Status of the Instruments:
Subordinated Instruments. Conditions 3B
and 7B are applicable.

(i) Date Board approval for issuance 18 May 2011
of Instruments obtained:
14.
Method of distribution:
Non-syndicated

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PROVISIO S RELATI G TO I TEREST (IF A Y) PAYABLE
15.
Fixed Rate Instrument Provisions
Applicable

(i)
Rate of Interest:
3.375 per cent. per annum payable
annually in arrear

(ii)
Interest Payment Date:
14 July in each year, adjusted in
accordance with the Following Business
Day Convention. No adjustments will be
made
to
Fixed
Coupon
Amounts.
Business Day shall mean a day in which
banks are for the entire day open for
business in London and Zurich and which
is a TARGET Settlement Day

(iii) Fixed Coupon Amount:
CHF 168.75 per Calculation Amount

(iv) Broken Amount(s):
Not Applicable

(v)
Day Count Fraction:
30/360

(vi)
Other terms relating to the Not Applicable
method of calculating interest for
Fixed Rate Instruments:
16.
Floating
Rate
Instrument Not Applicable
Provisions

17.
Zero
Coupon
Instrument Not Applicable
Provisions
18.
Index-Linked Interest Instrument Not Applicable
Provisions

19.
Dual
Currency
Instrument Not Applicable
Provisions
PROVISIO S RELATI G TO REDEMPTIO
20.
Call Option
Not Applicable
21.
Put Option
Not Applicable
22.
Final Redemption Amount
CHF 5,000 per Calculation Amount

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23.
Early Redemption Amount

Early Redemption Amount(s) per CHF 5,000 per Calculation Amount
Calculation Amount payable on
redemption for taxation reasons or on
event of default or other early
redemption and/or the method of
calculating the same (if required or if
different from that set out in the
Conditions):
GE ERAL PROVISIO S APPLICABLE TO THE I STRUME TS
24.
Form of Instruments:
Bearer Instruments:
For the purpose of this Series of
Instruments only, Conditions 1 and 2 of the
Terms and Conditions of the Instruments
shall be amended and supplemented as
follows:
"The Instruments and all rights in
connection therewith are documented in the
form of a Permanent Global Instrument
(the "Permanent Global Instrument") in
the form annexed to the Supplemental
Fiscal Agency Agreement dated 8 July
2011 (the "Supplemental Fiscal Agency
Agreement") between, inter alias, the
Issuer and Deutsche Bank AG Zurich
Branch (the "Swiss Paying Agent").
The Permanent Global Instrument shall be
deposited by the Swiss Paying Agent with
SIX SIS Ltd or any other intermediary in
Switzerland recognized for such purposes
by SIX Swiss Exchange Ltd (SIX SIS Ltd
or
any such other intermediary, the
"Intermediary"). Once the Permanent
Global Instrument is deposited with the
Intermediary and entered into the accounts
of
one
or
more participants of the
Intermediary,
the
Instruments
will
constitute
intermediated
securities
(Bucheffekten)
("Intermediated
Securities")
in accordance with the
provisions
of
the
Swiss
Federal
Intermediated Securities Act (Buchef-
fektengesetz).
- 4 -

Each Holder (as defined below) shall have
a
quotal
co-ownership
interest
(Miteigentumsanteil)
in the Permanent
Global Instrument to the extent of his claim
against the Issuer, provided that for so long
as the Permanent Global Instrument
remains deposited with the Intermediary
the
co-ownership
interest
shall
be
suspended and the Instruments may only be
transferred by the entry of the transferred
Instruments in a securities account of the
transferee.
The records of the Intermediary will
determine the number of Instruments held
through
each
participant
in
that
Intermediary. In respect of the Instruments
held in the form of Intermediated
Securities, the holders of such Instruments
(the "Holders") will be the persons holding
the Instruments in a securities account
(Effektenkonto) which is in their name, or
in
case
of
Intermediaries
(Verwahrungsstellen), the Intermediaries
(Verwahrungsstellen)
holding
the
Instruments for their own account in a
securities account (Effektenkonto) which is
in their name.
Neither the Issuer nor the Holders shall at
any time have the right to effect or demand
the conversion of the Permanent Global
Instrument (Globalurkunde) into, or the
delivery
of,
uncertificated
securities
(Wertrechte)
or
definitive Instruments
(Wertpapiere) and Coupons.
No physical delivery of the Instruments
shall be made unless and until definitive
Instruments (Wertpapiere) and Coupons
are printed. Instruments may only be
printed, in whole, but not in part, if the
Swiss Paying Agent determines, in its sole
discretion, that the printing of the definitive
Instruments (Wertpapiere) and Coupons is
necessary or useful. Should the Swiss
Paying Agent so determine, it shall provide
for the printing of definitive Instruments
(Wertpapiere) and Coupons without cost to
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the Holders. In the case definitive
Instruments (Wertpapiere) and Coupons
are
printed,
the
Permanent
Global
Instrument will immediately be cancelled
by the Swiss Paying Agent and the
definitive Instruments (Wertpapiere) and
Coupons shall be delivered to the Holders
against cancellation of the Instruments in
the Holders' securities accounts."
For the avoidance
of doubt, the
Permanent Global Instrument will not
become void in the circumstances
mentioned in the "Summary of Provisions
relating to the Instruments while in
Global Form" contained in the Base
Prospectus.
25.
New Global Instrument:
No
26.
Financial Centre(s) or other special Zurich, London and TARGET 2
provisions relating to payment dates:
27.
Talons for future Coupons or No
Receipts to be attached to Definitive
Instruments (and dates on which such
Talons mature):
28.
Details relating to Partly Paid Not Applicable
Instruments: amount of each payment
comprising the Issue Price and date
on which each payment is to be made
and consequences (if any) of failure
to pay, including any right of the
Issuer to forfeit the Instruments and
interest due on late payment:
29.
Details
relating
to
Instalment Not Applicable
Instruments:
amount
of
each
instalment, date on which each
payment is to be made:
30.
Redenomination,
renominalisation Not Applicable
and reconventioning provisions

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31.
Other final terms:
All provisions of the Base Prospectus
referring
to
a
minimum
specified
denomination shall be amended for the
purpose of this Series of Instruments only,
to refer to a Specified Denomination of
CHF 5,000 (and integral multiples
thereof).
For the purpose of this Series of
Instruments only, the following shall be
inserted after Condition 8.01 (vi) of the
Terms and Conditions of the Instruments:
"(vii) any tax required to be withheld or
deducted from a payment pursuant to
laws enacted by Switzerland providing for
the taxation of payments according to
principles similar to those laid down (y)
in
European
Council
Directive
2003/48/EC or (z) in the draft legislation
proposed by the Swiss Federal Council on
December 22, 2010, including the
principle to have a person other than the
Bank withhold or deduct tax, in
particular, without limitation, any paying
agent;"
For the purpose of this Series of
Instruments only, Condition 9 of the
Terms and Conditions of the Instruments
shall be amended and supplemented as
follows:
"The receipt by Deutsche Bank AG Zurich
Branch, as Swiss Paying Agent, of the due
and punctual payment of the funds in
Swiss Francs in Zurich shall release the
Issuer from its obligation under any
Instruments for the payment of principal
and interest due on the respective payment
dates to the extent of such payments.

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Payments of principal and interest in
respect of any Instruments shall be made
in freely disposable Swiss Francs without
collection
costs
and
whatever
the
circumstances may be, irrespective of the
nationality, domicile or residence of the
holder of any Instruments and without
requiring any certification, affidavit or the
fulfillment of any other formality."
For the purpose of this Series of
Instruments only, Condition 11 of the
Terms and Conditions of the Instruments
shall be amended and supplemented by
the following:
"The Issuer will at all times maintain a
paying agent having a specified office in
Switzerland and will at no time maintain a
paying agent having a specified office
outside Switzerland in relation to such
Instruments.
In addition, all references in the Terms and
Conditions of any Instruments to the
"Fiscal Agent", "Registrar" and to "Paying
Agents" shall, so far as the context permits,
be construed as references to the "Swiss
Paying Agent".
For the purpose of this Series of
Instruments only, Condition 14 of the
Terms and Conditions of the Instruments
shall be replaced by the following:
"So long as Instruments are listed on the
SIX Swiss Exchange Ltd and so long as
the rules of the SIX Swiss Exchange so
require, all notices in respect of the
Instruments will be validly given without
cost to the holders of the Instruments
through the Swiss Paying Agent either (i)
by means of electronic publication on the
Internet website of the SIX Swiss
Exchange
Ltd
(www.six-swiss-
exchange.com,
where
notices
are
currently posted at http://www.six-swiss-
exchange.com/participants/
trading/official_notices/ search_en.html)
- 8 -

or (ii) otherwise in accordance with the
regulations of the SIX Swiss Exchange
Ltd. Any notices so given will be deemed
to have been validly given on the date of
such publication or, if published more
than once, on the first date of such
publication."
DISTRIBUTIO
32.
(i)
If
syndicated,
names
of Not Applicable
Managers

(ii)
Stabilising
Manager(s)
(if Not Applicable
any):
33.
If non-syndicated, name and address Deutsche Bank AG London Branch,
of Dealer:
acting through Deutsche Bank AG Zurich
Branch
Uraniastrasse 9
P.O. Box 3604
CH-8021 Zurich
Switzerland

34.
U.S. Selling Restrictions:
Reg. S Compliance Category; TEFRA D
Rules are applicable in accordance with
usual Swiss practice (exemption from the
certification requirements)
35.
Additional selling restrictions:
European Economic Area (EEA)
Public Offer Selling Restrictions Under the
Prospectus Directive
In relation to each Member State of the
European
Economic
Area
which
has
implemented the Prospectus Directive (each, a
"Relevant Member State"), the Manager has
represented, warranted and agreed that with
effect from and including the date on which the
Prospectus Directive is implemented in that
Relevant Member State (the
"Relevant
Implementation Date") it has not made and
will not make an offer of Instruments which are
the subject of the offering contemplated by the
Swiss listing prospectus as completed by the
Final Terms in relation thereto to the public in
that Relevant Member State except that it may,
with effect from and including the Relevant
Implementation Date, make an offer of such
- 9 -

Instruments to the public in that Relevant
Member State:
(a) Qualified investors: at any time to any legal
entity which is a qualified investor as defined in
the Prospectus Directive;
(b) Fewer than 100 offerees: at any time to
fewer than 100 or, if the Relevant Member
State has implemented the relevant provision of
the 2010 PD Amending Directive, 150, natural
or legal persons (other than qualified investors
as defined in the Prospectus Directive), subject
to obtaining the prior consent of the relevant
Dealer or Dealers nominated by the Issuer for
any such offer; or
(c) Other exempt offers: at any time in any
other circumstances falling within Article 3(2)
of the Prospectus Directive,
provided that no such offer of Instruments
referred to in (a) to (c) above shall require the
Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus
Directive, or supplement a prospectus pursuant
to Article 16 of the Prospectus Directive.
For the purposes of this provision, the
expression an "offer of Instruments to the
public" in relation to any Instruments in any
Relevant
Member
State
means
the
communication in any form and by any means
of sufficient information on the terms of the
offer and the Instruments to be offered so as to
enable an investor to decide to purchase or
subscribe the Instruments, as the same may be
varied in that Member State by any measure
implementing the Prospectus Directive in that
Member State, (and amendments thereto,
including the 2010 PD Amending Directive, to
the extent implemented in the Relevant
Member State), and includes any relevant
implementing measure in the Relevant Member
State and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.

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