Tikkurila Oyj - Company Announcement

Tikkurila's Board of Directors' proposals to the Annual General Meeting 2012

Tikkurila Oyj
Stock Exchange Release
March 5, 2012 at 1:00 p.m. (CET+1)

1. 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 0.73 per share be paid for the year ended on December 31, 2011 and that the
rest be retained and carried further in the Company's unrestricted equity. The
proposed dividend totals approximately EUR 32.2 million. The Board of Directors
proposes that the record date for the payment of the dividend be April 2, 2012
and that the dividend be paid on April 11, 2012.

2. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the Annual General Meeting that the Auditor's
fees be paid against an invoice approved by the Company.

3. Election of the Auditor

The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab,
the current Auditor of the Company, be elected as the Company's Auditor until
the end of the next Annual General Meeting. KPMG Oy Ab has notified that APA
Toni Aaltonen will be appointed as the principal auditor.

4. Amendment to the Articles of Association

The Board of Directors proposes that the Annual General Meeting would resolve to
remove from the Articles of Association section 3 determining the minimum and
maximum number of the Company's share capital and shares and to amend section 9
of the Articles of Association.

Section 9 would be amended in a way that the notice to the General Meeting be
published on the Company's website. In addition to this, the Board of Directors
could decide that the notice to the meeting be published in a newspaper. A
statement would be added to the section whereby the Chairman of the General
Meeting is to resolve the method of voting in case a matter is to be resolved by
vote at the General Meeting.

Furthermore, it is proposed to renumber the sections of the Articles of
Association to correspond with the removal of section 3.

After the amendment section 9 of the Articles of Association would read as
follows:"9 The General Meetings of shareholders are held at the company's registered
domicile or in Helsinki. The General Meeting is convened by publishing the
notice to the meeting on the Company's website no earlier than three months and
no later than three weeks prior to the General Meeting of shareholders',
however, always at least nine days prior to the record date of the General
Meeting. In addition, a summary of the notice may be published in one or more
newspapers.

In order to be allowed to participate in the General Meeting of shareholders, a
shareholder shall register with the company before the end of the registration
period given in the notice of meeting. The end of registration period may be no
earlier than ten days before the meeting.

Any voting in the General Meeting is to be carried out in a manner determined by
the Chairman of the General Meeting."

5. 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 will 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, 2013.

This authorization would cancel the repurchase authorization granted by the
Annual General Meeting to the Board of Directors on March 31, 2011.

6. Authorizing the Board of Directors to decide on the share issues

6.1. General issue authorization

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide to transfer Company's own shares held by the
Company or to issue new shares in one or more tranches limited to a maximum of
8,800,000 shares. The proposed maximum aggregate amount of the authorization
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 or to be used for the payment of the annual fees payable to the
members of the Board of Directors. 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 related to share issues.
The authorization would be valid until the end of the next Annual General
Meeting, however, no longer than until June 30, 2013.

This authorization would cancel the share issue authorization granted by the
Annual General Meeting to the Board of Directors on March 31, 2011.

6.2. Authorization to decide on the share issue related to the implementation of
the share-based commitment and incentive program

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide to transfer Company's own shares held by the
Company or to issue new shares in one or more tranches limited to a maximum of
440,000 shares, deviating from the shareholders' pre-emptive subscription right,
to the Company's key persons as part of the share-based commitment and incentive
program released on February 16, 2012.  The proposed maximum aggregate amount of
the authorization corresponds to approximately one 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 without payment to the key persons who have purchased the
Company's shares in accordance with the terms of the share-based commitment and
incentive program decided by the Board of Directors and released by the Company
on February 16, 2012.  The implementation of the share-based commitment and
incentive program constitutes a weighty financial reason for the Company to
deviate from the shareholders' pre-emptive subscription right.

The Board of Directors would decide upon other terms related to share issues.
The authorization would be valid for five (5) years from the decision.

7. 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 annually so
that each of the Company's three largest shareholders registered as shareholders
by the end of May preceding the Annual General Meeting in the shareholders'
register maintained by Euroclear Finland Ltd, be each requested to appoint one
member to the Nomination Board. In case a shareholder under the obligation to
disclose, when necessary, certain changes in ownership in accordance with the
Securities Market Act presents a written request to the Company's Board of
Directors by the end of May, holdings of a corporation or trust under control
of, or holdings held under several funds or registers of such shareholder will
be calculated together when counting the share of voting rights. 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. In addition to this, the Chairman
of the Board of Directors of the Company shall act as an expert member of the
Nomination Board.

The Nomination Board shall elect a Chairman of the Nomination Board 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, which will be included in the
notice to the Annual General Meeting, to the Company's Board of Directors by the
end of January preceding the next Annual General Meeting.


In Vantaa, March 5, 2012

Tikkurila Oyj
Board of Directors


For further information, please contact:

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


For 150 years already, Tikkurila has provided consumers and professionals with
user-friendly and sustainable solutions for surface protection and decoration.
Tikkurila wants to be the leading paint company in the Nordic area as well as in
Russia and other selected Eastern European countries. - Tikkurila inspires you
to color your life.

www.tikkurilagroup.com





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