Pohjola Bank plc ("Bank", "Pohjola Bank" or the "Issuer") (Incorporated in Finland with limited liability)
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1 Final Terms dated 21 August 2015 Pohjola Bank plc ("Bank", "Pohjola Bank" or the "Issuer") (Incorporated in Finland with limited liability) Issue of SEK 3,500,000,000 Callable Floating Rate Dated Tier 2 Instruments due 2025 under the EUR 15,000,000,000 Programme for the Issuance of Debt Instruments Part A Contractual Terms Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 17 February 2015 and the supplemental Base Prospectuses dated 29 April 2015, 12 June 2015 and 5 August 2015 which together constitute a base prospectus for the purposes of the Prospectus Directive. 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 as so supplemented. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplemental Base Prospectuses are available for viewing during normal business hours at the offices of Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB and on Pohjola Bank plc's website ( and and copies may be obtained from the registered office of Pohjola Bank plc at Teollisuuskatu lb, FIN Helsinki, Finland. 1. Issuer: Pohjola Bank plc 2. (i) Series Number: 194 (ii) Tranche Number: 1 (iii) Date on which the Instruments become fungible: 3. Specified Currency or Currencies: Swedish Krona ("SEK") 4. Aggregate Nominal Amount of Instruments: SEK 3,500,000,000 (i) Series: SEK 3,500,000,000 (ii) Tranche: SEK 3,500,000, Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: SEK 1,000,000 (ii) Calculation Amount: SEK 1,000, (i) Issue Date: 25 August 2015 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: 25 August Interest Basis: 3-month STIBOR per cent. Floating Rate Condition 5B. (Interest Floating Rate) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest or Redemption/ Payment Basis: - 1 -
2 12. Put/Call Options: Issuer Call 13. Status of the Instruments: Tier 2 Instruments subordinated (i) Date Board approval for issuance of Instruments obtained: 16 December Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Instrument Provisions 16. Floating Rate Instrument Provisions Applicable (i) Interest Period(s): The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each period beginning on (and including) a Specified Interest Payment Date and ending on (but excluding) the next Specified Interest Payment Date is herein called an "Interest Period" (ii) Specified Interest Payment Dates: Interest shall be payable quarterly in arrear on 25 February, 25 May, 25 August and 25 November in each year, commencing on the First Interest Payment Date, up to (and including) the Maturity Date, subject to adjustment in accordance with the Business Day Convention specified below (iii) First Interest Payment Date: 25 November 2015 (iv) Business Day Convention: Modified Following Business Day Convention (v) Business Centre(s): London, Helsinki and Stockholm (vi) (vii) (viii) Manner in which the Rate(s) of Interest is/are to be determined: Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Fiscal Agent): Screen Rate Determination: Screen Rate Determination Reference Rate: 3-month STIBOR (or any successor or replacement rate) Relevant Time: 11.00am Stockholm time Interest Determination Date(s): The second Principal Financial Centre Banking Day before the first day of the relevant interest period Relevant Screen Page: Reuters Screen SIDE Page (ix) Swap-related (ISDA): (x) Linear Interpolation: (xi) Margin(s): per cent. per annum - 2 -
3 (xii) Minimum Rate of Interest: 0 per cent. per annum (xiii) Maximum Rate of Interest: (xiv) Day Count Fraction: Actual/ Zero Coupon Instrument Provisions PROVISIONS RELATING TO REDEMPTION 18. Call Option Applicable (i) Optional Redemption Date(s): 25 August 2020 (ii) Optional Redemption Amount(s): SEK 1,000,000 per Calculation Amount (iii) If redeemable in part: (a) Minimum Redemption Amount: (b) Maximum Redemption Amount: (iv) Notice period: As set out in Condition 6.04 in respect of the relevant Optional Redemption Date (v) Early redemption following a Capital Event: Applicable 19. Put Option 20. Final Redemption Amount SEK 1,000,000 per Calculation Amount 21. Early Redemption Amount Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption: SEK 1,000,000 per Calculation Amount GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS 22. Form of Instruments: Bearer Instruments: 23. New Global Instrument: Temporary Global Instrument exchangeable for a Permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified in the Permanent Global Instrument 24. Financial Centre(s) or other special provisions relating to payment dates: 25. Talons for future Coupons or Receipts to be attached to Definitive Instruments (and dates on which such Talons mature): 26. Redenomination, renominalisation and reconventioning provisions (Condition 16): London, Helsinki and Stockholm Yes - 3 -
4 27. Substitution or variation following a Capital Event: - 4 -
5 Signed on behalf of the Issuer: By: : Duly authorised By: Duly authorised - 5 -
6 1. LISTING AND ADMISSION TO TRADING Part B Other Information Admission to trading: Estimate of total expenses related to admission to trading: Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to trading on the regulated market of the London Stock Exchange with effect from the Issue Date. GBP 3, RATINGS Ratings: The Instruments to be issued are expected to be rated: Standard & Poor's Credit Market Services Europe Limited: Moody's Investors Service Ltd: Fitch Ratings Limited: A- Baa1 A 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Instruments has an interest material to the offer. 4. OPERATIONAL INFORMATION ISIN Code: XS Common Code: Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking Societe Anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery against payment 5. DISTRIBUTION (i) If syndicated, names of Managers J.P. Morgan Securities plc Pohjola Bank plc Swedbank AB (publ) (ii) Stabilising Manager(s) (if any): (iii) Date of Subscription Agreement: 21 August 2015 If non-syndicated, name and address of Dealer: - 6 -
7 U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D - 7 -
Part A - Contractual Terms
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FINAL TERMS PROHIBITION OF SALES TO EEA RETAIL INVESTORS -The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
PART A CONTRACTUAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered,
PART A CONTRACTUAL TERMS
FINAL TERMS DATED 16 January 2012 Series No. 081-D Tranche No. 1 DANSKE BANK A/S EUR 25,000,000,000 Global Covered Bond Programme Issue of DKK 1,000,000,000 Floating Rate Covered Bonds due 2020 PART A
ÅLANDSBANKEN ABP PART A CONTRACTUAL TERMS. Not Applicable. 7. Issue Price: per cent. of the Aggregate Nominal Amount
21 May 2015 ÅLANDSBANKEN ABP Issue of EUR 250,000,000 0.375 per cent. Covered Bonds due 2020 under the EUR 2,000,000,000 Euro Medium Term Note and Covered Bond Programme PART A CONTRACTUAL TERMS Terms
FINAL TERMS. MUNICIPALITY FINANCE PLC (Kuntarahoitus Oyj) Issue of NOK 250,000,000 Floating Rate Notes due May Guaranteed by
FINAL TERMS Final Terms dated 19 May 2016 MUNICIPALITY FINANCE PLC (Kuntarahoitus Oyj) Issue of NOK 250,000,000 Floating Rate Notes due May 2019 Guaranteed by THE MUNICIPAL GUARANTEE BOARD (Kuntien takauskeskus)
FINAL TERMS. Commonwealth Bank of Australia. Legal Entity Identifier (LEI): MSFSBD3QN1GSN7Q6C537
FINAL TERMS MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of the manufacturer's product approval process, the target market assessment
FINAL TERMS. Commonwealth Bank of Australia ABN
FINAL TERMS 22 November 2016 Commonwealth Bank of Australia ABN 48 123 123 124 Issue of USD 50,000,000 Zero Callable Accretor Notes due 25 November 2046 under the U.S.$70,000,000,000 Euro Medium Term Note
FINAL TERMS. Commonwealth Bank of Australia ABN
FINAL TERMS 1 November 2017 Commonwealth Bank of Australia ABN 48 123 123 124 Issue of USD 50,000,000 Callable Zero Coupon Notes due 2047 under the U.S.$70,000,000,000 Euro Medium Term Note Programme Part
The Pricing Supplement. Issue of Subordinated EUR 20,000,000 EUR-CMS-Rate linked Notes of 2003/2023. Issued under the
The Pricing Supplement DRESDNER BANK AKTIENGESELLSCHAFT Frankfurt am Main Issue of Subordinated EUR 20,000,000 EUR-CMS-Rate linked Notes of 2003/2023 Issued under the EUR 20,000,000,000 EURO MEDIUM TERM
Final Tenns. and U.S.$50,OOO,OOO,OOO. Issued by. Standard Chartered PLC. Joint Lead Managers. BofA Merrill Lynch. Goldman, Sachs & Co. J.P.
Final Tenns STANDARD CHARTERED PLC, STANDARD CHARTERED BANK and STANDARD CHARTERED BANK (HONG KONG) LIMITED U.S.$50,OOO,OOO,OOO Debt Issuance Programme U.S.$ 2,000,000,000 3.950 per cent. Dated Subordinated
PART A CONTRACTUAL TERMS
Final Terms dated 28 July 2017 Cellnex Telecom, S.A. Issue of EUR 60,000,000 Floating Rate Notes due August 2027 under the EUR 3,000,000,000 Euro Medium Term Note Programme PART A CONTRACTUAL TERMS Terms
PART A CONTRACTUAL TERMS
EXECUTION VERSION Final Terms dated 28 May 2014 Nykredit Realkredit A/S Issue of 600,000,000 Fixed Rate Resettable Contingent Capital Notes due 2036 under the 2,000,000,000 Subordinated Note and Contingent
CONFORMED COPY. 1. (i) Issuer: Toyota Motor Finance (Netherlands) B.V.
CONFORMED COPY Final Terms Dated 16 October 2017 TOYOTA MOTOR FINANCE (NETHERLANDS) B.V. Issue of GBP 225,000,000 Floating Rate Notes due 30 September 2019 under the 50,000,000,000 Euro Medium Term Note
Final Terms dated 14 January 2019 Santander Consumer Finance, S.A. Issue of EUR 90,000,000 Floating Rate Notes due January 2021
Final Terms dated 14 January 2019 Santander Consumer Finance, S.A. Issue of EUR 90,000,000 Floating Rate Notes due January 2021 under the 15,000,000,000 Euro Medium Term Note Programme PART A CONTRACTUAL
STANDARD CHARTERED PLC, STANDARD CHARTERED BANK STANDARD CHARTERED BANK (HONG KONG) LIMITED
# Final Terms STANDARD CHARTERED PLC, STANDARD CHARTERED BANK and STANDARD CHARTERED BANK (HONG KONG) LIMITED U.S.$77,500,000,000 Debt Issuance Programme U.S.$1,000,000,000 2.100 per cent. Notes due 2019
FINAL TERMS. Commonwealth Bank of Australia. Legal Entity Identifier (LEI): MSFSBD3QN1GSN7Q6C537
FINAL TERMS PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
PART A - CONTRACTUAL TERMS
16 May 2017 Banco Bilbao Vizcaya Argentaria, S.A. Issue of EUR 150,000,000 2.541 per cent. Tier 2 Subordinated Notes due May 2027 under the 40,000,000,000 Global Medium Term Note Programme PART A - CONTRACTUAL
NATIONAL BANK OF CANADA (a Canadian chartered bank)
FINAL TERMS Final Terms dated September 23, 2016 NATIONAL BANK OF CANADA (a Canadian chartered bank) Issue of GBP 100,000,000 Floating Rate Series CBL5 Covered Bonds due September 27, 2021 under the CAD
FINAL TERMS PART A - CONTRACTUAL TERMS. 1. Issuer: Banco Bilbao Vizcaya Argentaria, S.A. (a) Series: EUR 1,500,000,000. (b) Tranche: EUR 1,500,000,000
EXECUTION VERSION FINAL TERMS 1 September 2017 Banco Bilbao Vizcaya Argentaria, S.A. Issue of EUR 1,500,000,000 0.75 per cent. Senior Non-Preferred Notes due September 2022 under the 40,000,000,000 Global
NATIONAL BANK OF CANADA (a Canadian chartered bank)
FINAL TERMS Final Terms dated October 23, 2017 NATIONAL BANK OF CANADA (a Canadian chartered bank) Issue of GBP 80,000,000 Floating Rate Series CBL5 Tranche 3 Covered Bonds due September 27, 2021 (to be
Issue of 1,000,000, per cent. Subordinated Fixed Rate Notes due July 2022 (the "Notes")
EXECUTION VERSION ABN AMRO Bank N.V. (incorporated in The Netherlands with its statutory seat in Amsterdam and registered in the Commercial Register of the Amsterdam Chamber of Commerce under number 34334259)
FINAL TERMS. Commonwealth Bank of Australia ABN
1 March 2019 FINAL TERMS Commonwealth Bank of Australia ABN 48 123 123 124 Issuer Legal Entity Identifier (LEI): MSFSBD3QN1GSN7Q6C537 Issue of CNY 150,000,000 3.805 per cent. Notes due 5 March 2024 under
ROYAL BANK OF CANADA
Final Terms dated 20 June 2007 ROYAL BANK OF CANADA (a Canadian chartered bank) Issue of JPY 10,000,000,000 2.86 per cent. Subordinated Notes due June 2037 under the U.S.$40,000,000,000 Programme for the
FINAL TERMS. Final Terms dated 16 November Iberdrola Finanzas, S.A.U. (incorporated with limited liability in Spain)
FINAL TERMS Final Terms dated 16 November 2011 Iberdrola Finanzas, S.A.U. (incorporated with limited liability in Spain) Issue of JPY 10,000,000,000 2.51 per cent. Guaranteed Notes due November 2019 (the
Foppingadreef 7, 1102 BD Amsterdam, The Netherlands (Tel.: +31 (0) ).
16 June 2016 ING Bank N.V. (incorporated with limited liability under the laws of The Netherlands with its corporate seat in Amsterdam and registered with the Dutch Chamber of Commerce under number 33031431)