Tikkurila Oyj - Notice to general meeting

Notice to the Annual General Meeting of Tikkurila

Tikkurila Oyj
Stock Exchange Release
March 5, 2012 at 1:05 p.m. (CET+1)

Notice is given to the shareholders of Tikkurila Oyj to the Annual General
Meeting to be held on Wednesday 28 March 2012 at 1.00 p.m. in Finlandia Hall
auditorium A, Mannerheimintie 13, Helsinki, Finland (entrances M1 and K1). 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
2011

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 0.73 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.

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 appointed by the Annual General Meeting 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 Board 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 the
period January 1, 2012 to March 31, 2012.

Furthermore, the Nomination Board 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 for meetings held
in the home state of a member and EUR 1,200 for meetings held outside the home
state of a member.  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

According to the Articles of Association the Board of Directors comprises a
minimum of three (3) and a maximum of seven (7) members. In 2011, the number of
members was five (5).

The Nomination Board appointed by the Annual General Meeting proposes that the
number of the members of the Board of Directors to be elected be seven (7).

12. Election of members of the Board of Directors

The Nomination Board appointed by the Annual General Meeting proposes that the
present members of the Board of Directors Eeva Ahdekivi, Jari Paasikivi, Riitta
Mynttinen, Pia Rudengren and Petteri Walldén be re-elected as members of the
Board of Directors and that Harri Kerminen and Aleksey Vlasov be elected as new
members of the Board of Directors.

Harri Kerminen, M. Sc., MBA, born in 1951, is currently working as CEO of Kemira
Oyj. He will retire on April 1, 2012. Kerminen is a member of the Board of
Directors, inter alia, in Finnair Oyj and in Confederation of Finnish
Industries, EK, and chairman of the Board of Directors in Chemical Industry
Federation Finland. Kerminen is a Finnish citizen and resides in Finland.

Aleksey Vlasov, M.D.Ph.D., born in 1957, is currently working as director in
Geotech Holding, a Russian company specialised in oil field services. Vlasov is
a member of the Board of Directors of Nokian Renkaat Oyj. Vlasov is a Russian
citizen and resides in Russia.

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 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 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.

15. 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 is proposed to 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.

16. 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.

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

17.1. 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.

17.2. 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.

18. 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.

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
at www.tikkurilagroup.com/agm. The Financial Statements, the Consolidated
Financial Statements, 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 7, 2012. The proposals for decisions and the other above-
mentioned documents will also be available at the Annual General Meeting and
copies of these documents and of this notice will be sent to shareholders upon
request. The minutes of the Annual General Meeting will be available on the
above-mentioned website as of April 11, 2012 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 16, 2012 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
23, 2012 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 atwww.tikkurilagroup.com/agm;
b) by telephone at (09) 8577 2441, Aura Antila, or (09) 8577 3337, Jenni
Männikkö, on Wednesdays 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 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 16 March 2012. 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 23
March 2012 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 5, 2012, 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 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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