Tikkurila Oyj - Notice to general meeting

Notice To The Annual General Meeting Of Tikkurila

Tikkurila Oyj
Stock Exchange Release
March 8, 2016 at 9.00 a.m. (CET+1)

Notice is given to the shareholders of Tikkurila Oyj to the Annual General
Meeting to be held on Wednesday 6 April 2016 at 1.00 p.m. in Finlandia hall
(Veranda 2), Mannerheimintie 13e, Helsinki, Finland.  Entrances to Finlandia
hall both from Mannerheimintie (M4) and from Karamzininranta (K4) side. The
reception of registrants and the distribution of voting tickets will commence at
12.00 noon.

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 Financial Statements, the Consolidated Financial
Statements, the Report of the Board of Directors and the Auditor's report for
2015

- Review by the President and CEO

7. Adoption of the Financial Statements and the Consolidated Financial
Statements

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.80 per share be distributed for the year ended on December 31, 2015 and
that the rest be retained and carried further in the unrestricted equity. The
proposed dividend totals approximately EUR 35.3 million, which corresponds to
approximately 85 percent of the Group's net profit for 2015. The Board of
Directors proposes that the record date for the payment of the dividend be April
8, 2016 and that the dividend be paid on April 15, 2016.

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 Board proposes to the Annual General Meeting that the annual
remuneration of the members of the Board of Directors will stay at the current
level. The annual remuneration to the members of the Board of Directors would be
as follows: EUR 64,000 for the Chairman, EUR 40,000 for the Vice Chairman and
the Chairman of the Audit Committee and EUR 32,000 for other members of the
Board of Directors. Approximately 40 percent of the annual remuneration is
proposed to be paid in Tikkurila Oyj's shares acquired from the market and the
rest in cash. The shares would be acquired directly on behalf of the Board
members within two weeks from the release of the business review for January 1 -
March 31, 2016.

Furthermore, a meeting fee for each meeting of the Board and its Committees
(excluding decisions without a meeting) would be paid to the members of the
Board of Directors as follows: EUR 600 for meetings held in the home state of a
member and EUR 1,200 for meetings held outside the home state of a member. If a
member participates in a meeting via telephone or video connection the
remuneration would be EUR 600. Travel expenses would be paid according to the
travel policy of the company.

11. Resolution on the number of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the number of
the members of the Board of Directors to be elected be six (6).

12. Election of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the present
members of the Board of Directors Eeva Ahdekivi, Harri Kerminen, Jari Paasikivi,
Riitta Mynttinen, Pia Rudengren and Petteri Walldén be re-elected as members of
the Board of Directors until the end of the next Annual General Meeting.

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 elected as the
company's auditor for the term that ends at the conclusion of the Annual General
Meeting following the appointment. KPMG Oy Ab has informed that APA Toni
Aaltonen will act as the principal auditor.

15. Proposal by the Board of Directors to amend section 3 of the Articles of
Association

The Board of Directors proposes that the Annual General Meeting would resolve to
remove a statement in the Company's Articles of Association on the election of
the Chairman and Vice Chairman among the Board members by the Board of
Directors. The purpose of the proposed change is to enable the general meeting
to elect the Chairman and Vice Chairman. If the general meeting would not elect
the Chairman and/or the Vice Chairman, the Board of Directors could make the
election.

16. Proposal by the Board of Directors to amend the tasks for the Nomination
Board

The Board of Directors propose to the Annual General Meeting that the tasks of
the Nomination Board, established by Annual General Meeting held on 5 March
2012, would be amended so that the task of the Nomination Board would be to
prepare and present a proposal for the election of Chairman, Vice Chairman and
other members of the Board of Directors as well as for the remuneration of the
said Board members. Currently the Nomination Board prepares the proposal
concerning the members and remuneration of the Board of Directors.

17. 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 assets pertaining to the company's unrestricted equity
in one or more tranches. The proposed maximum amount of the authorization
corresponds to approximately 10 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. not 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 would decide upon other terms related to repurchase of
shares.

The repurchase authorization would be valid until the end of the next Annual
General Meeting, however, no longer than until June 30, 2017.

This authorization would cancel the repurchase authorization granted by the
Annual General Meeting to the Board of Directors on March 25, 2015.

18. 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 the company's own shares held by the
company or to issue new shares in one or more tranches limited to a maximum of
4,400,000 shares. The proposed maximum aggregate amount of the authorization
corresponds to approximately 10 percent of all the 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 in deviation 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, settling 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 would decide upon other terms and conditions related to
the share issues. The authorization would be valid until the end of the next
Annual General Meeting, however, no longer than until June 30, 2017.

This authorization would cancel the share issue authorization granted by the
Annual General Meeting to the Board of Directors on March 25, 2015, but not the
share issue authorization in the aggregate maximum amount of 440,000 shares
related to the implementation of the company's share-based commitment and
incentive program granted by the Annual General Meeting to the Board of
Directors on March 28, 2012.

19. Closing of the meeting

B. Documents of the Annual General Meeting

This notice, the proposals of the Board of Director and the Nomination Board for
the decisions on the matters on the agenda of the Annual General Meeting as well
as the Financial Statements, the Consolidated Financial Statements, the Report
of the Board of Directors and the Auditor's report of Tikkurila Oyj are
available on the company's website at www.tikkurilagroup.com/agm as of March
16, 2016 at the latest. The proposals for decisions and the other above-
mentioned documents will also be available at the Annual General Meeting. The
minutes of the Annual General Meeting will be available on the above-mentioned
website as of April 20, 2016 at the latest.

C. Instructions for the participants in the meeting

1. The right to participate and registration of the shareholders registered in
the shareholders' register

Each shareholder who is registered on March 23, 2016 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 April 1, 2016 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 to 020 770 6885, from Monday to Friday at 9.00 a.m. to 4.00
p.m.; or
c) by letter to the address Tikkurila Oyj, AGM, P.O. Box 53, 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 and willingness to receive text messages or
emails concerning the Annual General Meeting in which case also an email address
is to be notified. 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. The right to participate and registration of the 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 March 23, 2016. In addition, the right to participate
requires that the shareholder, on the basis of such shares, has been temporarily
registered in the shareholders' register held by Euroclear Finland Ltd on April,
1 2016 at 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 temporarily register a holder of nominee registered shares
who wants to participate in the Annual General Meeting in the 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. 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. Prospective proxy documents shall be delivered in
originals to the address Tikkurila Oyj, AGM, P.O. Box 53, FI-01301 Vantaa,
Finland before for registration deadline.

4. Other information

Pursuant to Chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual 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, 2016, the
total number of shares in Tikkurila Oyj is 44,108,252 and each of the shares
represents one vote.

The Annual General Meeting will be held in Finnish.


In Vantaa, March 8, 2016

TIKKURILA OYJ
The Board of Directors


For further information, please contact:
Tikkurila Oy
Antti Kiuru, Group Vice President, Legal, mobile +358 400 686 488,
antti.kiuru@tikkurila.com


Tikkurila is the leading paints and coatings professional in the Nordic region
and Russia. With our roots in Finland, we now operate in 16 countries. Our high-
quality products and extensive services ensure the best possible user experience
in the market. Sustainable beauty since 1862.

www.tikkurilagroup.com


[HUG#1992517]