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POHJOLAN VOIMA OYJ STOCK EXCHANGE RELEASE 11.11.2019

Pohjolan Voima Oyj issues a EUR 150 million bond

Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan or Singapore, or any other jurisdiction in which the distribution or release would be unlawful.

Pohjolan Voima Oyj issues a senior unsecured bond of EUR 150 million. The bond carries a fixed annual interest of 1.25 percent and it matures on 20 January 2025.

The net proceeds from the bond offering will be used for general corporate purposes, including investments and to refinance certain existing indebtedness.

Pohjolan Voima Oyj will submit an application to have the bond listed on the official list of Nasdaq Helsinki Ltd. Danske Bank A/S and Nordea Bank Abp act as the lead managers for the bond issue.

Distribution:
Nasdaq Helsinki
www.pohjolanvoima.fi

Further enquiries:
CFO Minna Laakso, Pohjolan Voima Oyj, +358 40 506 0802, minna.laakso@pvo.fi
Group Treasurer Tommi Ylönen, Pohjolan Voima Oyj, +358 50 487 3721, tommi.ylonen@pvo.fi
EVP, Communications, Riitta Larnimaa, Pohjolan Voima Oyj, +358 50 438 2466, riitta.larnimaa@pvo.fi

IMPORTANT INFORMATION
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of Pohjolan Voima Oyj (the “Company”), Danske Bank A/S, Nordea Bank Abp or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company’s securities, including the notes, are aware of such restrictions.

This announcement does not constitute an offer of securities for sale in the United States. The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This announcement does not constitute an offer of notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the notes. Accordingly, this announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement as a financial promotion may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

MiFiD II professional investors and eligible counterparties only target market – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

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 retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in point (e) of Article 2 of Regulation (EU) 2017/1129. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been or will be prepared and, therefore, offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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