Tikkurila Oyj - Notice to general meeting

Notice to the Annual General Meeting

Tikkurila Oyj
Stock Exchange Release
March 8, 2011 at 11.00 am (CET+1)

Notice is given to the shareholders of Tikkurila Oyj to the Annual General
Meeting to be held on Thursday, March 31, 2011 at 1.00 p.m. in Finlandia Hall,
Mannerheimintie 13, Helsinki, Finland (entrances M1 and K1). The reception of
persons who have registered for the meeting and the distribution of voting
tickets will commence at noon (12.00).

A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and
the auditor's report for 2010
Review by the President and CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and on
dividends
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.70 per share be distributed for the year ended on December 31, 2010 and
that the rest be retained in the unrestricted equity. The proposed dividend
totals approximately EUR 30.9 million, which corresponds to approximately 84
percent of the group's net profit for 2010. The Board of Directors proposes that
the record date for the payment of the dividend be April 5, 2011 and that the
dividend be paid on April 12, 2011.

9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the
remuneration to the members of the Board of Directors be as follows: EUR 57,000
for the Chairman of the Board of Directors, EUR 37,000 for the Vice Chairman of
the Board of Directors and EUR 31,000 for other members of the Board of
Directors. The Nomination Committee proposes that approximately 40 percent of
the annual remuneration be paid in Tikkurila Oyj's shares acquired from the
market and the rest in cash. The shares will be acquired directly on behalf of
the Board members within two weeks from the release of the interim report for
January 1 - March 31, 2011.

Furthermore, the Nomination Committee proposes that a meeting fee for each
meeting of the Board and its Committees (excluding decisions without a meeting)
be paid to the members of the Board of Directors as follows: EUR 600 to members
residing in Finland, EUR 1,200 to members residing in rest of Europe and EUR
2,400 to members residing outside Europe. The remuneration paid for telephone
meetings shall be EUR 600. Travel expenses are proposed to be paid according to
the travel policy of the Company.

11. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the number of
the members of the Board of Directors to be elected be five.

12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the present
members of the Board of Directors Eeva Ahdekivi, Jari Paasikivi, Pia Rudengren
and Petteri Walldén be re-elected as members of the Board of Directors and that
Riitta Mynttinen be elected as a new member of the Board of Directors.

Riitta Mynttinen, b. 1960, Chemical Engineer, B.Sc., (Finland 1984), MBA,
University of Technology (Finland 1992), is currently working as Vice President
in Minerals Technologies Europe NV. Riitta Mynttinen has a high-level
international business know-how acquired in the coating, chemical and paper
industries in Europe, the United States and Asia. Prior to the current position
she was responsible for Specialty Minerals' European Paper PCC. Mynttinen came
to Minerals Technologies Corporation from Rohm and Haas where she worked in
various management positions, lastly as Sales and Marketing Director. Mynttinen
is a member of the Board of Directors of Mint of Finland since 2010. Mynttinen
is a Finnish citizen and resides in Belgium.

The biographical details of the candidates for the Board of Directors are
presented at Tikkurila's website www.tikkurilagroup.com/agm.

13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting, on the
recommendation of the Audit Committee, that the auditor's fees be paid against
an invoice approved by the Company.

14. Election of the auditor
The Board of Directors proposes to the Annual General Meeting, on the
recommendation of the audit committee, that KPMG Oy Ab be re-elected as the
Company's auditor APA Pekka Pajamo acting as the principal auditor.

15. Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide upon the repurchase of a maximum of 4,400,000
Company's own shares with the Company's unrestricted equity in one or more
tranches. The proposed maximum amount of the authorization corresponds to
approximately ten percent of all the shares in the Company.

The Company's own shares will be repurchased through public trading, due to
which the repurchase will take place in directed manner, i.e. otherwise than in
proportion to the shareholdings of the shareholders. The shares will be
repurchased in public trading on the NASDAQ OMX Helsinki Ltd at the market price
quoted at the time of the repurchase. The shares will be repurchased and paid in
accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.

The consideration payable for the repurchase of the shares shall be based on the
market price of the Company's share in public trading. The minimum consideration
of the repurchase of the Company's own shares is the lowest market price of the
share quoted in public trading during the authorization period and,
correspondingly, the maximum price is the highest market price of the share
quoted in public trading during the authorization period.

The shares may be repurchased to be used for financing or implementing possible
mergers and acquisitions, developing the Company's equity structure, improving
the liquidity of the Company's shares or to be used for the payment of the
annual fees payable to the members of the Board of Directors or for implementing
the share-based incentive programs of the Company. For the aforementioned
purposes, the Company may retain, transfer further or cancel the shares. The
Board of Directors will decide upon other terms related to repurchase of shares.

The repurchase authorization will be valid for a period of 18 months from the
resolution of the Annual General Meeting.

This authorization will cancel the repurchase authorization granted by the
Extraordinary General Meeting to the Board of Directors on March 4, 2010.

16. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide to transfer a maximum of 4,400,000 Company's own
shares held by the Company and to issue a maximum of 4,400,000 new shares in one
or more tranches. The proposed maximum aggregate amount of the authorizations
corresponds to approximately 20 percent of all the existing shares in the
Company.

The company's own shares held by the company may be transferred and the new
shares may be issued either against payment or without payment. The new shares
may be issued and the Company's own shares held by the Company may be
transferred to the Company's shareholders in proportion to their current
shareholdings in the Company or deviating from the shareholders' pre-emptive
right through a directed share issue, if the Company has a weighty financial
reason to do so, such as financing or implementing mergers and acquisitions,
developing the Company's equity structure, improving the liquidity of the
Company's shares, to be used for the payment of the annual fees payable to the
members of the Board of Directors or implementing the share-based incentive
programs of the Company. A directed share issue may be carried out without
payment only in connection with the payment of the annual fees payable to the
members of the Board of Directors or implementing the share-based incentive
programs of the Company. Upon the issuance of the new shares, the subscription
price of the new shares shall be recorded to the invested unrestricted equity
reserves. In case of a transfer of the Company's own shares, the price payable
for the shares shall be recorded to the invested unrestricted equity reserves.

The Board of Directors will decide upon other terms related to share issues. The
authorization will be valid for a period of three years from the resolution of
the Annual General Meeting.

This authorization will cancel the share issue authorization granted by the
Extraordinary General Meeting to the Board of Directors on March 4, 2010.

17. Establishment of the Nomination Board
The Board of Directors proposes that the Annual General Meeting decide to
establish a Nomination Board consisting of shareholders or representatives of
shareholders to prepare and present a proposal for the next Annual General
Meeting concerning the composition and remuneration of the Board of Directors.

The Board of Directors propose that the Nomination Board be convened so that
each of the Company's three largest shareholders registered on August 31, 2011
as shareholders in the shareholders' register maintained by Euroclear Finland
Ltd and having the most voting rights  be requested to appoint one member to the
Nomination Board. In addition, the Chairman of the Board of Directors of the
Company shall act as an expert member of the Nomination Board. In case a
shareholder does not wish to use his/her right to appoint a member to the
Nomination Board, the right will pass on to the next largest shareholder who
otherwise does not have the appointment right.

The Nomination Board shall elect a Chairman from amongst its members. The first
meeting of the Nomination Board shall be convened by the Chairman of the Board
of Directors of the Company, and thereafter the meetings shall be convened by
the Chairman of the Nomination Board.

The Nomination Board shall deliver its proposal to the Company's Board of
Directors no later than on February 1, preceding the next Annual General
Meeting.

18. Authorization for donation to the Aalto University Foundation
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to donate a maximum amount of EUR 150,000 to the Aalto
University Foundation to be used for the Aalto University Foundation's basic
capital.

19. Closing of the meeting

B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual
General Meeting as well as this notice are available on Tikkurila Oyj's website
atwww.tikkurilagroup.com/agm. The annual accounts, the report of the Board of
Directors and the auditor's report of Tikkurila Oyj will be available on the
above-mentioned website no later than March 9, 2011. The proposals for decisions
and the other above-mentioned documents will also be available at the meeting.
Copies of these documents and of this notice will be sent to shareholders upon
request. The minutes of the meeting will be available on the above-mentioned
website as from April 14, 2011.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register
Each shareholder who is registered on March 21, 2011 in the shareholders'
register of the Company held by Euroclear Finland Ltd. has the right to
participate in the Annual General Meeting. A shareholder whose shares are
registered on his/her personal Finnish book-entry account is registered in the
shareholders' register of the Company.

A shareholder who is registered in the shareholders' register of the Company and
who wishes to participate in the Annual General Meeting shall register for the
meeting no later than March 28, 2011 at 4.00 p.m. by giving a prior notice of
participation, which shall be received by the Company no later than on the
above-mentioned date and time. Such notice can be given:

a) on the Company's website at www.tikkurilagroup.com/agm;
b) by telephone at +358 9 8577 3337, Outi Viljanen, on Tuesdays and Thursdays at
9.00-11.00 a.m. and at 1.00-3.00 p.m.;
c) by telefax at +358 9 8577 6940; or
d) by regular mail to the address Tikkurila Oyj, AGM, P.O. Box, FI-01301 Vantaa,
Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given by the shareholder to
Tikkurila Oyj is used only in connection with the Annual General Meeting and
with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she would be
entitled to be registered in the shareholders' register of the Company held by
Euroclear Finland Ltd on 21 March, 2011. The right to participate requires, in
addition, that the shareholder on the basis of such shares has been registered
in the temporary shareholders' register held by Euroclear Finland Ltd by March
28, 2011, 10.00 a.m., at the latest. As regards nominee registered shares, this
constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request well in advance
necessary instructions regarding the registration in the temporary shareholders'
register of the Company, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank. The account operator of the
custodian bank has to register a holder of nominee registered shares who wants
to participate in the Annual General Meeting in the temporary shareholders'
register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the Annual General
Meeting. When a shareholder participates in the Annual General Meeting by means
of several proxy representatives representing the shareholder with shares in
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to the address
Tikkurila Oyj, AGM, P.O. Box 53, FI-01301 Vantaa, Finland before the last date
for registration.

4. Other instructions and information
Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with respect
to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting, March 8, 2011, the
total number of shares in Tikkurila Oyj is 44,108,252 and each of the shares
represents one vote. The Annual General Meeting shall be held in Finnish.


At Vantaa, March 8, 2011

TIKKURILA OYJ
THE BOARD OF DIRECTORS


For further information, please contact:

Tikkurila Oyj
Antti Kiuru, Group Vice President, Legal
Mobile +358 400 686 488,antti.kiuru@tikkurila.com


Tikkurila provides consumers, professionals and the industry with user-friendly
and environmentally sustainable solutions for protection and decoration.
Tikkurila is a strong regional player that aims to be the leading paint company
in the Nordic area and Eastern Europe including Russia. - Tikkurila inspires you
to color your life.

www.tikkurila.com






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