ETTEPLAN OYJ?S ANNUAL GENERAL MEETING 26

ETTEPLAN OYJ’S ANNUAL GENERAL MEETING 26 MARCH 2003

The Annual General Meeting of Etteplan Oyj was held today, 26
March 2003, in Lahti. The AGM adopted the financial statements
for the financial year 2002 and granted exemption from personal
liability to the members of the Board of Directors and the CEO.

The Annual General Meeting passed the motions put forward by the
Board of Directors to revoke the present authorisation of the
Board of Directors to decide on a new issue of shares, and to
authorise the Board of Directors to increase the share capital
by a new issue of shares, to aquire company’s own shares and to
convey the company’s own shares.

The Annual General Meeting passed a resolution on a motion by the
Board of Directors to pay a dividend for the year 2002 of EUR 0.25
per share, or a total of EUR 1 062 627. The remaining profit,
being EUR 4 554 075.45, will be retained in distributable equity.

The date of record for the payment of dividend will be 31 March
2003 and the payment date will be 7 April 2003.

The number of members on the Board of Directors was confirmed as
five. The members re-elected to the Board were Tapani Mönkkönen,
Tapani Tuori, Ritva Mönkkönen, Heikki Hornborg and Matti Virtaala.
Tapani Mönkkönen was re-elected as chairman of the Board of
Directors.

The auditor elected was PricewaterhouseCoopers Oy, a firm of
authorised public accountants, with Mika Kaarisalo APA as the
auditor in charge.

All the resolutions of the annual general meeting were passed
unanimously.

The Annual General Meeting made a resolution to cancel and
remove from the Trade Register the resolution of the Annual
General Meeting held on 26 March 2002 to authorize the Board
of Directors to increase the share capital. The cancelled
authorization has been entered into the Trade Register on
23 April 2002. The authorization shall be cancelled to the
extent the authorization has not been exercised by the Board
of Directors by 26 March 2003. The cancelled authorization
has been proposed to be replaced by a new authorization.

In addition the Annual General Meeting made a resolution to
cancel and remove from the Trade Register the resolution of the
Annual General Meeting held on 26 March 2002 to authorize the
Board of Directors to convey the company’s own shares. The
cancelled authorization has been entered into the Trade Register
on 23 April 2002. The authorization shall be cancelled to the
extent the authorization has not been exercised by the Board of
Directors by 26 March 2003. The cancelled authorization has been
proposed to be replaced by a new authorization.

The Annual General Meeting made the following resolutions, too:

(i)
a resolution according to which the Board of Directors shall be
authorized within one year from the date of the Annual General
Meeting to increase the share capital by issuing one or more
convertible bonds and/or stock options and/or by a new issue,
in one or more lots, by a maximum of 854,921 new shares. The
valid, unexercised authorizations of the Board of Directors
shall, however, with regard to the total amount of increase
and the total number of voting rights attached to the shares
to be issued, correspond to no more than one-fifth of the
registered share capital and the aggregate number of voting
rights attached to the shares at the date of the resolution
of the General Meeting of the Shareholders concerning the
authorization and the decision of the Board of Directors to
increase the share capital. Pursuant to the authorization
the company’s share capital may be increased by a maximum of
EUR 85,492,10.

The authorization shall include the right to deviate from the
existing shareholders’ pre-emptive rights to subscribe for new
shares according to Chapter 4 Section 2 of the Companies Act and
the right to decide on the subscription prices, the parties
entitled to subscribe for the shares, the terms and conditions
applicable to the subscription as well as the terms and
conditions of the convertible bonds and stock options. The
precondition for the deviation from the pre-emptive rights is
a weighty  financial reason, such as financing of a company
acquisition, other arrangement in connection with the development
or the company’s business or equity and/or an incentive scheme
to the  personnel. In connection with the increase of the share
capital the Board of Directors is entitled to decide that the
shares can be subscribed against apports en nature or otherwise
under special terms and conditions. The Board of Directors may
not decide in favour of a member of the inner circle of the
company.

The authorization is effective for a period of one year from
the resolution of the Annual General Meeting, i.e. from 26 March
2003 to 26 March 2004.

The authorization to decide on a new issue and/or an issuance of
convertible bonds and/or granting of stock options proposed in
this section and the authorization to convey the company’s own
shares proposed in section (iii) may, however, correspond to no
more than one-fifth of the registered share capital and the
aggregate number of voting rights attached to the shares at the
date of the resolution of the General Meeting of the Shareholders
concerning the authorization and the decision of the Board of
Directors to increase the share capital.

(ii)
a resolution according to which the Board of Directors shall be
authorized to acquire the company’s own shares in one or more
lots to the effect that the company may use funds distributable
as profit to acquire a maximum of 213,730 of its own shares with
an accounting counter-value of  EUR 0.10 each, otherwise than in
proportion to the holdings of the shareholders. The authorization
includes the right to acquire the company’s shares in public
trade at the applicable quoted price to the effect that the total
counter value and the voting rights attached to the acquired
shares shall be no more than five (5) percent of the company’s
share capital and the aggregate number of voting rights.

Since the shares shall be acquired in public trade, the
acquisition shall not be made in proportion to the holdings of
the shareholders. The shares may be acquired in order to be used
as consideration in potential company acquisitions or in other
structural arrangements. The acquired shares may also be
invalidated.

The acquisition of shares will decrease the distributable equity.

Since the maximum number of shares to be acquired is five(5)
percent of the company’s share capital and no more than five(5)
percent of the voting rights attached to the shares, the
acquisition of shares shall not have a material impact on the
shareholding and the voting rights in the company.

The authorization is effective for a period of one year from the
resolution of the Annual General Meeting, i.e. from 26 March 2003
to 26 March 2004.

(iii)
a resolution according to which the Annual General Meeting
authorized the Board of Directors to convey, in one or more
lots, the  company’s own shares acquired pursuant to the
authorization set forth in section (ii).

The authorization to the Board of Directors shall include the
right to convey no more than 213,730 shares of the company with
an accounting counter-value of EUR 0.10 each to the effect that
the aggregate counter value and the voting rights attached to the
shares shall be no more than five (5) percent of the company’s
share capital and the aggregate number of voting rights attached
to the shares.

The authorization shall include the right to decide to whom and
in which order the company’s own shares shall be conveyed and
the right to convey the shares otherwise than in proportion to
the shareholders pre-emptive rights to acquire shares of the
company. The shares may be used as consideration in company
acquisitions or other structural arrangements, sold in the
public market and/or invalidated in a manner and to the extent
determined by the Board of Directors.

The Board of Directors shall decide on the price of the
Conveyance and the grounds on the basis of which the price
shall be determined. The shares may be conveyed against
apports en nature.

The authorization to convey the company’s own shares proposed
in this section and the authorization in section (i) to decide
on a new issue and/or to issue convertible bonds and/or to grant
stock options may, however, correspond to no more than one-fifth
of the registered share capital and the aggregate number of
voting rights attached to the shares at the date of the
resolution of the General Meeting of the Shareholders concerning
the authorization and the decision of the Board of Directors to
increase the share capital.

Hollola, 26 March 2003

Etteplan Oyj

Board of Directors


For additional information, contact: Financial Director
Ritva Mönkkönen, tel. +358 3 872 9012, GSM +358 400 485 878.



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