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Tikkurila Oyj : Tikkurila Oyj : Notice to the Annual General Meeting



     Tikkurila Oyj : Tikkurila Oyj : Notice to the Annual General Meeting

Tikkurila Oyj
Stock Exchange Release
March 7, 2013 at 12:35 p.m. (CET+1)

Notice is given to the shareholders of Tikkurila Oyj to the Annual General
Meeting to be held on Wednesday 10 April 2013 at 1.00 p.m. in Bio Rex of
Lasipalatsi, Mannerheimintie 22-24 (2nd floor, entrance without an elevator),
Helsinki, Finland. Participants who need an elevator are asked to use the
entrance of Restaurant Lasipalatsi, Mannerheimintie 22-24, Helsinki. 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
2012

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 0.76 per share be distributed for the year ended on December 31, 2012
and that the rest be retained in the unrestricted equity. The proposed
dividend totals approximately EUR 33.5 million, which corresponds to
approximately 82,6 percent of the Group's net profit for 2012. The Board of
Directors proposes that the record date for the payment of the dividend be
April 15, 2013 and that the dividend be paid on April 24, 2013.

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
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 57,000 for the Chairman, EUR 37,000 for the Vice Chairman
and EUR 31,000 for other members of the Board of Directors. Approximately 40
percent of the annual remuneration would 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 interim report for January 1 - March 31, 2013.

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 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 proposes that the present members of the Board of
Directors Eeva Ahdekivi, Harri Kerminen, Jari Paasikivi, Riitta Mynttinen, Pia
Rudengren, Aleksey Vlasov and Petteri Walldén be re-elected as members of the
Board of Directors.

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 APA Toni Aaltonen 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 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, 2014.

This authorization would cancel the repurchase authorization granted by the
Annual General Meeting to the Board of Directors on March 28, 2012.

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 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 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, 2014.

This authorization would cancel the share issue authorization granted by the
Annual General Meeting to the Board of Directors on March 28, 2012.

17. 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 20, 2013. 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 24, 2013 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 27, 2013 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 5,
2013 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 (09) 8577 3595, Eija Cederström, or (09) 8577 3337, Jenni
Nisametdin, on Wednesdays at 9.00-11.30 a.m. and at 12.30-3.00 p.m.;
c) by email to address agm.fi(at)tikkurila.com; 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 27 March 2013. 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 5 April 2013 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 7, 2013, 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 7, 2013

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

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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This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Tikkurila Oyj via Thomson Reuters ONE
HUG#1683666
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