AUTHORIZATIONS

Repurchase authorization

Tikkurila Oyj's Annual General Meeting (AGM) was held on March 31, 2011, and the AGM authorized the Board of Directors to decide upon the repurchase of a maximum of 4,400,000 Company’s own shares with the Company’s unrestricted equity in one or more tranches. The proposed maximum amount of the authorization corresponds to approximately ten 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. otherwise than 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 will be valid for a period of 18 months from the resolution of the Annual General Meeting.

This authorization will cancel the repurchase authorization granted by the Extraordinary General Meeting to the Board of Directors on March 4, 2010.

Share issue authorization

The AGM authorized the Board of Directors to decide to transfer a maximum of 4,400,000 Company's own shares held by the Company and to issue a maximum of 4,400,000 new shares in one or more tranches. The proposed maximum aggregate amount of the authorizations 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, to be used for 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. A directed share issue may be carried out without payment only in connection with 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 will decide upon other terms related to share issues. The authorization will be valid for a period of three years from the resolution of the Annual General Meeting.

This authorization will cancel the share issue authorization granted by the Extraordinary General Meeting to the Board of Directors on March 4, 2010.