Tikkurila Oyj - Company Announcement

Board of directors' proposals to the Annual General Meeting to be held on April 6, 2016

Tikkurila Oyj
Stock Exchange Release
February 9, 2016 at 9:05 a.m. (CET+1)

The proposals of the Nomination Board of Tikkurila Oyj to the Annual General
Meeting concerning the number, election and remuneration of the members of the
Board of Directors have been published on January 26, 2016.

The Annual General Meeting of Tikkurila Oyj will be held on Wednesday April
6, 2016 at 1.00 p.m. in Finlandia Hall, Mannerheimintie 13, Helsinki, Finland.
The notice of the Annual General Meeting will be published on March 8, 2016 on
Tikkurila Oyj's website and as a stock exchange release. A summary of the notice
will be published in Helsingin Sanomat on March 9, 2016.

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 will be paid for the year ended on December 31, 2015 and that
the rest be retained and carried further in the Company's 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 record date
for the payment of the dividend will be April 8, 2016 and the proposed payment
date is April 15, 2016.

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.

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.

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.

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 March
28, 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.

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.

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.

Tikkurila Oyj
Erkki Järvinen, President and CEO


For further information, please contact:

Antti Kiuru, Tikkurila Oyj, 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


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