Okobank Osuuspank.

Offer to Prchse Pohjola Shrs

Okobank Osuuspankkien Keskuspankki
10 May 2000


The OKOBANK Group Central Cooperative and OKOBANK Osuuspankkien Keskuspankki Oyj
have on May 10, 2000, in cooperation with insurance companies Ilmarinen and
Suomi made an offer to Sampo-Leonia group to purchase its shareholding in
Pohjola at a price of EUR 85 per share.

Ilmarinen, OKOBANK Group and Suomi, all major owners of Pohjola Group Insurance
Corporation, have today made an offer to Sampo-Leonia group to purchase its
shareholding in Pohjola.

The offer price is EUR 85 per share. According to the terms of the offer, the
purchase should be completed by 12 May 2000.

The purpose of the offer is to solve the conflict in the ownership structure of
Pohjola caused by the fact that Sampo-Leonia as the largest competitor of
Pohjola is also a significant shareholder of the company.

If the offer is accepted the resulting changes in the ownership of the Pohjola
shares will remove the uncertainties relating to Pohjola's ownership structure,
increase the customers' confidence in Pohjola and provide for Pohjola's staff
with better possibilities to concentrate on the development of the business.

The offer concerns approximately 11.1 million shares in Pohjola owned by
Sampo-Leonia, corresponding to approximately 27 per cent of the share capital of
Pohjola. OKOBANK Group central Cooperative's part of the offer is 1 133 333
shares in Pohjola and OKOBANK Osuuspankkien Keskuspankki Oyj's part is 566 667
shares. The Ilmarinen's part is approx. 6.7 million shares in Pohjola and
Suomi-company's part is approx. 2.7 million shares. The offer requires the
conversion of all A-shares owned by Sampo-Leonia to B-shares prior to the

In connection with the transaction and prior to the purchase, Ilmarinen, OKOBANK
Group and Suomi will convert part of their A-shares in Pohjola to B-shares. If
the arrangement is completed, the aggregate ownership of Ilmarinen, OKOBANK
Group and Suomi and other companies belonging to their alliance will increase to
maximum 53 per cent of the share capital of Pohjola, and depending on the amount
of converted shares to maximum 65 per cent of the votes.

OKOBANK Group Central Cooperative
OKOBANK Osuuspankkien Keskuspankki Oyj

Markku Koponen
Assistant Director 

Helsinki Exchanges
Principal media

Mr Antti Tanskanen, Chairman and CEO, Tel. +358-9-404 2202
Mr Reijo Karhinen, Managing Director of the OKOBANK Group Central
Cooperative, tel. + 358-9-404 4500
Mr Mikael Silvennoinen, Managing Director of OKOBANK
Tel. + 358-9-404 2549