ETTEPLAN OYJ: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE OF ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of Etteplan Oyj are invited to the Annual
General Meeting of Shareholders. The Meeting will be held
on 23rd March 2005 at 1.00 p.m. at Sibeliustalo in Lahti
at the address of Ankkurikatu 7, 15140 Lahti. Recording of
the persons singed in for the meeting and delivering of the
ballots will start at 12.30.

Following matters shall be handled at the Annual General
Meeting of Shareholders:

1. Matters pertaining to the Annual General Meeting of
Shareholders under article 10 of the Articles of Association.

2. The Board of Directors' proposal that the Annual General
Meeting resolve to cancel the previously resolved
authorizations of the Board of Directors and delete the
notations from the Trade Register.

3. The Board of Directors' proposal that the Annual General
Meeting resolve to authorize the Board of Directors to decide
within one year from the date of the Annual General Meeting
to take one or more convertible bonds and/or issue option
rights and/or decide to increase the share capital in one
or more lots by using new issue so that when issuing
convertible bonds or option rights or new issues together,
the Board of Directors' unexercised, valid authorizations
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 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 86,969.

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 option rights. 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 contribution in kind 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 23 March 2005 to 23 March 2006.

4. The Board of Directors' proposal that the Annual General
Meeting resolve to authorize the Board of Directors to
acquire the company's own shares in one or more lots to
the effect that the company may use funds distributable
as profit 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
accounting par 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 after the acquisition of the shares.

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 23 March 2005 to 23 March 2006.

5. The Board of Directors proposes that the Annual General
Meeting resolves to authorize 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 4.

The authorization to the Board of Directors shall include
the right to convey to the effect that the aggregate
accounting par 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 at the time of the
convey.

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 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 contribution in kind.

The authorization is effective for a period of one year
from the resolution of the Annual General Meeting, i.e.
from 23 March 2005 to 23 March 2006.

6. The Board of Directors proposes that the Annual General
Meeting resolves to increase the company's share capital
by a bonus issue of EUR 1,739,380.00.

In the bonus issue each share's accounting par value shall
be increased from EUR 0.10 to EUR 0.50. The amount
equivalent to the increase of the share capital shall be
removed from the premium fund to the share capital. The
record date for the bonus issue is 30 March 2005. The bonus
issue shall be executed in the book-entry system and
therefore it will not require any actions from the
shareholders.

7. The Board of Directors proposes that the Annual General
Meeting resolves to decrease the accounting par value of
the shares without decreasing the share capital of the
company (so called split). The decrease of the accounting
par value of the shares shall be executed in the way that
each share having an accounting par value of EUR 0.50 shall
be divided so that for each such share the shareholders
shall be entitled to receive two (2) new shares having an
accounting par value of EUR 0.25.

8. The Board of Directors proposes that the paragraphs
3 § and 4 § of the Articles of Association shall be amended
as follows:

"3 § Share capital"

The minimum share capital of the company is EUR 2,000,000
and the maximum share capital of the company is
EUR 20,000,000 in which limits the share capital may be
increased or decreased without amending the Articles of
Association.

"4 § Amount of the shares"

The company has at least 1,000,000 shares and at most
100,000,000 shares.

Information

Photocopies of the above mentioned proposals of the Board
of Directors including their appendices and the documents
concerning final accounts will be available for shareholders'
disposal on 16 March 2005 at 9 a.m. at the company's head
office at Terveystie 18, 15860 Hollola. Photocopies of the
above mentioned documents will be sent to the shareholders
on their request. Annual report that includes information
on the final accounts will be sent, without a separate
request, to all the shareholders that are listed in the
register of shareholders as per 28 February 2005.

Eligibility to attend the meeting

To be eligible to attend the meeting, shareholders should
be registered as at 11 March 2005 in the company's register
of shareholders kept by the Finnish Central Securities
Depositary (APK).

Shareholders wishing to attend the Annual General Meeting
should notify the company or their intention to do so by
16 March 2005 at 4 p.m. either by a written notification to
the address of: Etteplan Oyj, Terveystie 18, 15860 Hollola
or by telephone to the number of: +358 3 872 9069 or by
email to the address of: info@ette.com.

Written notifications to attend the meeting must be received
before the deadline above. Any proxy forms, identified and
dated, should be delivered to the company to be inspected to
the address mentioned above before the deadline to notify the
attending of the meeting.

Payment of dividend

The Board of Directors has decided to propose to the Annual
General Meeting that a dividend of EUR 0.30 per share shall
be paid for the financial year 2004. The remaining profit
will be kept in the free equity. The dividend will be paid
to the shareholders registered in the register of shareholders
kept by the Finnish Central Securities Depositary as at the
record date. The record date of the payment of dividend is
30 March 2005. The dividend shall be paid on 6 April 2005.

Board of Directors' composition

The Shareholders representing more than 40 per cent of the
shares and voting rights in the company have proposed that
the Annual General Meeting re-elects all the current members
of the Board of Directors. At the moment current members of
the Board are the chairman of the Board Mr Tapani Mönkkönen,
managing director Mr Heikki Hornborg, Mr Tapio Hakakari,
Mr Tapani Tuori and Mr Matti Virtaala.

Hollola, 1 March 2005

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