Obligation OP Yrityskassi Oyj 5.75% ( XS0750702507 ) en EUR

OP Yrityskassi Oyj

100 % ▼

Finlande

XS0750702507 ( en EUR )

5.75% par an ( paiement annuel )

27/02/2022 - Obligation échue

Prospectus brochure de l'obligation OP Yrityspankki Oyj XS0750702507 en EUR 5.75%, échue

100 000 EUR

500 000 000 EUR

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 identifiée par le code ISIN XS0750702507, émise par OP Yrityspankki Oyj, une entité bancaire d'entreprise majeure basée en Finlande et membre clé du groupe financier OP, l'un des plus grands groupes financiers du pays, a atteint sa maturité et a été entièrement remboursée. Cette émission de dette, libellée en euros (EUR), affichait un taux d'intérêt annuel de 5,75% et représentait une taille totale d'émission de 500 000 000 EUR. La taille minimale d'achat pour cette obligation était fixée à 100 000 EUR. Arrivée à échéance le 27 février 2022, cette obligation a été remboursée à 100% de sa valeur nominale à cette date, confirmant le paiement intégral du capital aux porteurs. La fréquence de paiement des intérêts était annuelle.

IMPORTANT NOTICE
THIS DRAWDOWN PROSPECTUS MAY ONLY BE DISTRIBUTED TO PERSONS
WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) AND ARE
OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following notice before continuing. The following notice
applies to the attached drawdown prospectus following this "Important Notice" (the "Drawdown
Prospectus"), whether received by email, accessed from an internet page or otherwise received as
a result of electronic communication, and you are therefore advised to read this notice carefully
before reading, accessing or making any other use of the Drawdown Prospectus. In reading,
accessing or making any other use of the Drawdown Prospectus, you agree to be bound by the
following terms and conditions and each of the restrictions set out in the Drawdown Prospectus,
including any modifications made to them from time to time, each time you receive any
information from Pohjola Bank plc (the "Bank") or any of Citigroup Global Markets Limited, J.P.
Morgan Securities Ltd., Pohjola Bank plc and UBS Limited (together, the "Joint Lead
Managers") as a result of such access as a result of such access.
RESTRICTIONS: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE INSTRUMENTS IN
THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
ANY INSTRUMENT TO BE ISSUED HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE INSTRUMENTS
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED DIRECTLY
OR INDIRECTLY WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S")) EXCEPT TO A PERSON WHO IS NOT A U.S.
PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN AN
OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR RULE 904 OF REGULATION
S.
WITHIN THE UNITED KINGDOM, THIS DRAWDOWN PROSPECTUS IS DIRECTED
ONLY AT PERSONS (A) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"FP ORDER") OR (B) WHO ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d)
OF THE FP ORDER OR (C) TO WHOM IT MAY OTHERWISE LAWFULLY BE
DISTRIBUTED IN ACCORDANCE WITH THE FP ORDER (ALL SUCH PERSONS IN (A),
(B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS DRAWDOWN PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS DRAWDOWN PROSPECTUS RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
FOR A MORE COMPLETE DESCRIPTION OF RESTRICTIONS ON OFFERS AND SALES,
SEE "SUBSCRIPTION AND SALE" HEREIN AND IN THE BASE PROSPECTUS (AS
DEFINED HEREIN).
CONFIRMATION OF YOUR REPRESENTATION: In order to be eligible to view the
Drawdown Prospectus or make an investment decision with respect to the Instruments described
herein, (1) each prospective investor in respect of the Instruments must be a person other than a
U.S. Person, (2) each prospective investor in respect of the Instruments being offered in the
United Kingdom must be a Relevant Person and (3) each prospective investor in respect of the
Instruments must otherwise be a person into whose possession the Drawdown Prospectus may be
lawfully delivered in accordance with the laws of the jurisdiction in which it is located. By

accepting this email and accessing, reading or making any other use of the attached document,
you shall be deemed to have represented to the Bank and the Joint Lead Managers both in respect
of yourself and each prospective investor you represent that (1) you have understood and agree to
the terms set out herein, (2) you are a person other than a U.S. Person, and that the email address
to which, pursuant to your request, the attached document has been delivered by electronic
transmission is not located in the United States, its territories, its possessions and other areas
subject to its jurisdiction; and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands, (3) in respect of the Instruments
being offered in the United Kingdom, you are a Relevant Person, (4) you are otherwise a person
into whose possession the Drawdown Prospectus may be lawfully delivered in accordance with
the laws of the jurisdiction in which you are (and that person is) located, (5) you consent to
delivery by electronic transmission and (6) you acknowledge that you will make your own
assessment regarding any legal, taxation or other economic considerations with respect to your
decision to subscribe for or purchase any of the Instruments.
You are reminded that the Drawdown Prospectus has been delivered to you on the basis that you
are a person into whose possession the Drawdown Prospectus may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not, nor are
you authorised, to deliver or disclose the contents of the Drawdown Prospectus, electronically or
otherwise, to any other person and in particular to any U.S. Person or to any U.S. address. Failure
to comply with this directive may result in a violation of the Securities Act or the applicable laws
of other jurisdictions.
If you received this document by email, you should not reply by email to this announcement. Any
reply email communications, including those you generate by using the "reply" function on your
email software, will be ignored or rejected. If you receive this document by email, your use of this
email is at your own risk and it is your responsibility to take precautions to ensure that it is free
from viruses and other items of a destructive nature.
The materials relating to the offering do not constitute, and may not be used in connection with,
an offer or solicitation in any place where such offers or solicitations are not permitted by law. If a
jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Lead
Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that
jurisdiction the offering shall be deemed to be made by the Joint Lead Managers or such affiliate
on behalf of the Bank in such jurisdiction.
Under no circumstances shall the Drawdown Prospectus constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
This Drawdown Prospectus has been sent to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic
transmission and consequently none of the Joint Lead Managers, the Bank nor any person who
controls or is a director, officer, employee or agent of the Joint Lead Managers, the Bank nor any
affiliate of any such person accepts any liability or responsibility whatsoever in respect of any
difference between the Drawdown Prospectus distributed to you in electronic format and the hard
copy version available to you on request from the Joint Lead Managers.
The distribution of the Drawdown Prospectus in certain jurisdictions may be restricted by
law. Persons into whose possession the attached document comes are required by the Joint
Lead Managers and the Bank to inform themselves about, and to observe, any such
restrictions.

DRAWDOWN PROSPECTUS DATED 24 FEBRUARY 2012

(incorporated with limited liability in the Republic of Finland)
Issue of 500,000,000 Subordinated Instruments due 2022
under the
EUR 15,000,000,000
Programme for the Issuance of Debt Instruments
Issue Price: 99.977 per cent. of the principal amount
The 500,000,000 Subordinated Instruments due 2022 (the "Instruments") are being issued by Pohjola Bank plc
("Pohjola", "Pohjola Bank" or the "Bank") as a series of instruments under Pohjola Bank's EUR 15,000,000,000
Programme for the Issuance of Debt Instruments. The Instruments will bear interest from (and including) 28 February
2012 (the "Issue Date") at a fixed rate of 5.75 per cent. per annum. Interest on the Instruments will be payable,
annually in arrear on 28 February in each year (each such date for the payment of interest being an "Interest Payment
Date"). The first Interest Payment Date will be 28 February 2013. Unless previously redeemed, purchased or
cancelled, the Instruments will be redeemed at their principal amount, together with accrued interest (if any) thereon,
on 28 February 2022 (the "Maturity Date").
Subject as provided herein and to the prior approval of the Finnish Financial Supervisory Authority (the "FFSA",
which expression shall include any successor thereto) (if then required), the Instruments may be redeemed at the
option of Pohjola Bank in whole (but not in part) at any time for certain withholding tax reasons, at their principal
amount, together with accrued interest (if any) thereon, and in the manner, described herein. In addition, if a Capital
Event (as defined herein) occurs within the period from (and including) the Issue Date to (but excluding) the 90th
calendar day after the date of effective implementation, application or effectiveness of CRD IV (as defined herein) in
Finland and is continuing, Pohjola Bank may, on or before such 90th calendar day, at its option, but subject to the prior
approval of the FFSA (if then required), elect to redeem in whole (but not in part) the Instruments at 101 per cent. of
their principal amount, together with accrued interest (if any) thereon. In addition, if a Capital Event has occurred and
is continuing, subject as provided herein, the Instruments may, at the option of Pohjola Bank at any time, be
substituted for, or their terms varied accordingly so that they remain, or as appropriate, become, Compliant
Instruments (as defined herein), provided that such variation or substitution does not itself give rise to any right of the
Pohjola Bank to redeem the varied or substituted securities that are inconsistent with the redemption provisions of the
Instruments.
This Drawdown Prospectus constitutes a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the
"Prospectus Directive") and has been approved by the United Kingdom Financial Services Authority (the "FSA"),
which is the United Kingdom competent authority for the purposes of the Prospectus Directive and relevant
implementing measures in the United Kingdom, as a prospectus issued in compliance with the Prospectus Directive
and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to
Pohjola Bank, Pohjola Bank and its subsidiaries (the "Pohjola Group"), and the Instruments which according to the
particular nature of Pohjola Bank and the Instruments, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of Pohjola Bank and its
subsidiaries and of the rights attaching to the Instruments. Application has been made to the FSA in its capacity as
competent authority under the Financial Services and Markets Act 2000 ("FSMA") for the Instruments to be admitted
to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the
"London Stock Exchange") for the Instruments to be admitted to trading on the London Stock Exchange's regulated
market (the "Regulated Market"). The Regulated Market is a regulated market for the purposes of the Markets in
Financial Instruments Directive (2004/39/EC).
For a description of certain risks related to the Instruments that prospective investors should consider, see "Risk
Factors" below.
JOINT LEAD MANAGERS
Citigroup J.P.
Morgan
Pohjola Bank plc
UBS Investment Bank

The Instruments will initially be represented by a temporary global Instrument (the
"Temporary Global Instrument"), without interest coupons, which will be deposited on or
about the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Interests in the
Temporary Global Instrument will be exchangeable for interests in a permanent global
Instrument (the "Permanent Global Instrument" and, together with the Temporary Global
Instrument, the "Global Instruments"), without interest coupons, not earlier than 40 days
after the Issue Date upon certification as to non-U.S. beneficial ownership. Interests in the
Permanent Global Instrument will be exchangeable for definitive Instruments only in certain
limited circumstances.
Pohjola Bank accepts responsibility for the information contained in this Drawdown
Prospectus and declares that, having taken all reasonable care to ensure that such is the case,
the information contained in this Drawdown Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
This Drawdown Prospectus is to be read in conjunction with all documents which are deemed
to be incorporated by reference herein (see "Information Incorporated by Reference" below).
This Drawdown Prospectus contains ratings of Pohjola Bank (incorporated by reference
herein), as well as ratings of the Instruments, that are provided by ratings agencies Standard &
Poor's Credit Market Services Europe Limited ("S&P") and Fitch Ratings Limited ("Fitch").
A rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time by the assigning rating agency. In general,
European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency established in the European Economic Area (the
"EEA") and registered under Regulation (EU) No 1060/2009 on credit rating agencies, as
amended (the "CRA Regulation") unless the rating is issued by a credit rating agency
established in the EEA and registered under the CRA Regulation (and such registration has
not been withdrawn or suspended), subject to transitional provisions that apply in certain
circumstances whilst the registration application is pending. Such general restriction will also
apply in the case of credit ratings issued by non-EEA credit rating agencies, unless the
relevant credit ratings are endorsed by an EEA-registered credit rating agency or the relevant
non-EEA rating agency is certified in accordance with the CRA Regulation (and such
endorsement action or certification, as the case may be, has not been withdrawn or
suspended). S&P and Fitch are established in the EEA and registered under the CRA
Regulation.
Pohjola Bank has confirmed to Citigroup Global Markets Limited, J.P. Morgan Securities
Ltd., Pohjola Bank plc and UBS Limited (together, the "Joint Lead Managers") that this
Drawdown Prospectus contains all information which is (in the context of the issue, offering
and sale of the Instruments) material; that such information is true and accurate in all material
respects and is not misleading in any material respect; that any opinions, predictions or
intentions expressed herein are honestly held or made and are not misleading in any material
respect; that this Drawdown Prospectus does not omit to state any material fact necessary to
make such information, opinions, predictions or intentions (in the context of the issue,
offering and sale of the Instruments) not misleading in any material respect; and that all
proper enquiries have been made to verify the foregoing.
Pohjola Bank has not authorised the making or provision of any representation or information
regarding Pohjola Bank or the Instruments other than as contained or incorporated by
reference in this Drawdown Prospectus, in the subscription agreement dated 24 February
2012 between Pohjola Bank and the Joint Lead Managers (the "Subscription Agreement")

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and in any other document prepared in connection with the Instruments or as approved for
such purpose by Pohjola Bank. Any such representation or information should not be relied
upon as having been authorised by Pohjola Bank or the Joint Lead Managers.
The Joint Lead Managers have not separately verified the information contained herein. The
Joint Lead Managers do not accept any responsibility for the contents of this Drawdown
Prospectus. Each Joint Lead Manager accordingly disclaims all and any liability whether
arising in tort or contract or otherwise which it might otherwise have in respect of this
Drawdown Prospectus. The statements made in this paragraph are without prejudice to the
responsibility of Pohjola Bank in its capacity as issuer.
No person has been authorised to give any information or to make any representation not
contained in or not consistent with this Drawdown Prospectus or any other document entered
into in relation to the Instruments or any information supplied by the Bank or such other
information as is in the public domain and, if given or made, such information or
representation should not be relied upon as having been authorised by the Bank or any Joint
Lead Manager.
Neither the delivery of this Drawdown Prospectus nor the offering, sale or delivery of any of
the Instruments shall, in any circumstances, create any implication that the information
contained in this Drawdown Prospectus is true subsequent to the date hereof or the date upon
which this Drawdown Prospectus has been most recently amended or supplemented or that
there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise) of the Bank since the date thereof or, if later,
the date upon which this Drawdown Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Instruments is
correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Drawdown Prospectus and the offering, sale and delivery of the
Instruments in certain jurisdictions may be restricted by law. The Joint Lead Managers do not
represent that this Drawdown Prospectus may be lawfully distributed, or that any Instruments
may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. Accordingly, no Instruments
may be offered or sold, directly or indirectly, and neither this Drawdown Prospectus nor any
advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Drawdown Prospectus comes are required by
Pohjola Bank and the Joint Lead Managers to inform themselves about and to observe any
such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Instruments and on the distribution of this Drawdown Prospectus and other offering materials
relating to the Instruments, see "Subscription and Sale" herein and in the Base Prospectus (as
defined under "Information Incorporated by Reference"). In particular, the Instruments have
not been and will not be registered under the United States Securities Act of 1933 (as
amended) (the "Securities Act") and are subject to U.S. tax law requirements. Subject to
certain exceptions, the Instruments may not be offered, sold or delivered within the United
States or to U.S. persons. This Drawdown Prospectus may not be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such an offer or
solicitation.

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This Drawdown Prospectus does not constitute an offer or an invitation to subscribe for or
purchase any Instruments and should not be considered as a recommendation by Pohjola
Bank or the Joint Lead Managers that any recipient of this Drawdown Prospectus should
subscribe for or purchase any securities. Each recipient of this Drawdown Prospectus shall be
taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of Pohjola Bank.
Capitalised terms which are used herein but otherwise not defined shall have the meanings
attributed to them in the Base Prospectus.
All references in this Drawdown Prospectus to "", "EUR" or "euro" are to the single
currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Union, as amended.

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TABLE OF CONTENTS
RISK FACTORS ....................................................................................................................... 1
INFORMATION INCORPORATED BY REFERENCE ......................................................... 2
FINAL TERMS ......................................................................................................................... 4
USE OF PROCEEDS .............................................................................................................. 14
SUBSCRIPTION AND SALE ................................................................................................ 15
GENERAL INFORMATION .................................................................................................. 16

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RISK FACTORS
Pohjola Bank believes that the factors described below and incorporated by reference
herein represent the principal risks inherent in investing in the Instruments, but the
inability of Pohjola Bank to pay interest, principal or other amounts on or in connection
with the Instruments may occur for other reasons and Pohjola Bank does not represent
that the statements below regarding the risks of holding the Instruments is exhaustive.
Prospective investors should also read the detailed information set out elsewhere or
incorporated by reference in this Drawdown Prospectus and reach their own views
prior to making any investment decision.
The following risk factors are supplemental to, and should be read in conjunction
with, the section entitled "Risk Factors" in the Base Prospectus on pages 8 to 25
therein, which are incorporated by reference herein.
The Instruments may be redeemed prior to maturity following a Capital Event
If a Capital Event (as defined in "Final Terms Part C Amendment of Base
Conditions") occurs within the period from (and including) the Issue Date to (but
excluding) the 90th calendar day after the date of effective implementation, application
or effectiveness of CRD IV (as defined herein) in Finland and is continuing, Pohjola
Bank may, on or before such 90th calendar day, at its option, but subject to the prior
approval of the FFSA (if then required), elect to redeem in whole (but not in part) the
Instruments at 101 per cent. of their principal amount, together with accrued interest (if
any) thereon. If the Issuer redeems the Instruments in the circumstances mentioned
above, there is a risk that the Instruments may be redeemed at times when prevailing
interest rates may be relatively low. In such circumstances an investor may not be able
to reinvest the redemption proceeds in a comparable security at an effective interest rate
as high as that of the relevant Instruments.
In certain instances the Bank could substitute or vary the terms of the Instruments
If a Capital Event has occurred and is continuing, the Issuer may, without the consent of
the Holders, but subject to the approval of the FFSA (if then required), substitute the
Instruments or vary the terms of the Instruments in order to ensure such substituted or
varied Instruments continue to qualify as Tier 2 capital in accordance with the
requirements of the Finnish Act on Credit Institutions (Laki luottolaitostoiminnasta,
9.2.2007/121), as amended, or any other applicable law imposing obligations relating to
the Bank's capital adequacy or the FFSA. The terms and conditions of such substituted
or varied instruments may have terms and conditions that contain one or more
provisions that are substantially different from the terms and conditions of the original
Instruments, provided that the Instruments remain Compliant Instruments (as defined in
"Final Terms Part C Amendment of Base Conditions"). While the Issuer cannot
make changes to the terms of the Instruments that, in its reasonable opinion, are
materially less favourable to a holder of such Instruments, no assurance can be given as
to whether any of these changes will negatively affect any particular holder. In addition,
the tax and stamp duty consequences of holding such varied Instruments could be
different for some categories of holders from the tax and stamp duty consequences for
them of holding the Instruments prior to such substitution or variation.

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INFORMATION INCORPORATED BY REFERENCE
This Drawdown Prospectus should be read and construed in conjunction with the
following documents which have been previously published or are published
simultaneously with this Drawdown Prospectus and which have been approved by the
FSA or filed with it:
(a)
the base prospectus dated 7 November 2011 relating to Pohjola Bank's EUR
15,000,000,000 Programme for the Issuance of Debt Instruments (except for the
information incorporated by reference therein) as supplemented by the base
prospectus supplements dated 20 December 2011 and 8 February 2012 (together,
the "Base Prospectus");
(b)
the audited consolidated financial statements (including the auditors' report
thereon and notes thereto) of Pohjola Group in respect of the years ended 31
December 2010 and 31 December 2009;
(c)
the unaudited interim consolidated financial statements of the Pohjola Group for
the period 1 January to 31 March 2011 (except for the sixth paragraph (entitled
"Outlook") under the heading "January March" on page 2 and the section
entitled "Outlook towards the year end" on page 18);
(d)
the unaudited interim consolidated financial statements of the Pohjola Group for
the period 1 January to 30 June 2011 (except for the sixth paragraph (entitled
"Outlook" under the heading "Pohjola Group Performance for January June
2011") under the heading "January June" on page 2 and the section entitled
"Outlook towards the year end" on page 18);
(e)
the unaudited interim consolidated financial statements of the Pohjola Group for
the period 1 January to 30 September 2011 (except for the sixth paragraph
(entitled "Outlook") under the heading "Pohjola Group Performance for
January September" on page 2 and the section entitled "Outlook towards the
year end" on pages 20 and 21); and
(f)
the unaudited interim consolidated financial statements of the Pohjola Group for
the period 1 January to 31 December 2011 (except for the seventh paragraph
(entitled "Outlook") under the heading "Pohjola Group in 2011" on page 2 and
the section entitled "Outlook for 2012" on page 21).
Such documents shall be incorporated in, and form part of this Drawdown Prospectus,
save that any statement contained in a document which is incorporated by reference
herein shall be modified or superseded for the purpose of this Drawdown Prospectus to
the extent that a statement contained herein, or in any supplemental prospectus prepared
pursuant to Section 87 of the FSMA, modifies or supersedes such earlier statement
(whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this
Drawdown Prospectus.
Any documents themselves incorporated by reference in the documents incorporated by
reference in this Drawdown Prospectus shall not form part of this Drawdown
Prospectus, save to the extent expressly incorporated by reference herein. Where only

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certain parts of a document have been incorporated by reference, the non-incorporated
parts are either not relevant to an investor or are covered elsewhere in this Drawdown
Prospectus.
Copies of the documents containing the information incorporated by reference in this
Drawdown Prospectus can be obtained, free of charge, from the registered office of
Pohjola Bank as set out at the end of this Drawdown Prospectus or Pohjola Bank's
website at www.pohjola.com. For the avoidance of doubt, Pohjola Bank's website is not
incorporated by reference in this Drawdown Prospectus.

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