THE PROPOSALS OF THE BOARD OF DIRECTORS

THE PROPOSALS OF THE BOARD OF DIRECTORS TO
THE ORDINARY GENERAL MEETING MARCH 30, 2004


The Board of Directors of Etteplan Oyj proposes to the Ordinary
General Meeting of the Shareholders the cancellation of the present
authorization of the Board of Directors to resolve on a new issue
and the authorization of the Board of Directors to increase the
share capital by new issue of shares, to acquire company’s own
shares and to convey the company’s own shares.

The Board of Directors proposes that the Annual General Meeting
shall make the following resolutions:

The Board of Directors proposes that the Annual General Meeting
cancel and remove from the Trade Register the resolution of the
Annual General Meeting held on 26 March 2003 to authorize the
Board of Directors to increase the share capital. The cancelled
resolution has been entered into the Trade Register on 22 April
2003. The authorization shall be cancelled to the extent the
authorization has not been exercised by the Board of Directors
by 30 March 2004. The cancelled authorization has been proposed
to be replaced by a new authorization set forth in section (i)
below.
     
The Board of Directors proposes that the Annual General Meeting
shall make the following resolutions:
     
(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 favor 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 30 March 2004
to 30 March 2005.

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) per cent 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) per
cent of the company’s share capital and no more than five (5) per
cent 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 30 March 2004
to 30 March 2005.
     
(iii)
a resolution according to which the Annual General Meeting
authorizes 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) per cent 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, 9 March 2004

Etteplan Oyj

Board of Directors


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

DISTRIBUTION:    Helsinki Exchanges
                 www.etteplan.com