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 29th March 2006
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 authorisation of the Board of Directors given
by the Extraordinary General Meeting of Shareholders held on 21st 
September 2005 concerning the Board of Directors right to decide on
increase of the share capital, issuance of the option rights and/or
convertible loans to the extent that the Board of Directors has not
used the said authorisation, and delete corresponding notation 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 480,656.50.

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 29 March 2006 
to 29 March 2007.

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 ten (10) 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 ten (10) per 
cent of the company's share capital and no more than ten (10) 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 29 March 2006 
to 29 March 2007.

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.

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 
22 March 2006 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 17 March 2006.

Eligibility to attend the meeting

A shareholder who on Friday 17 March 2006 is registered as
shareholder in the company's shareholder register maintained
by the Finnish Central Securities Depositary has the right to
attend the Annual General Meeting.

Shareholders wishing to attend the Annual General Meeting should
notify the company of their intention to do so by 22 March 2006
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 0.20 per share shall be 
paid for the financial year 2005. The remaining profit will be 
kept in the free equity. The dividend will be paid to the 
shareholders registered in the shareholders register maintained
by the Finnish Central Securities Depositary as at the record 
date. The record date of the payment of dividend is 3 April 2006. 
The dividend shall be paid on 10 April 2006.

Board of Directors' composition

The Shareholders representing more than 30 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 of 
Directors are the Chairman of the Board Mr Tapani Mönkkönen,
Managing Director Mr Heikki Hornborg, Mr Tapio Hakakari, 
Mr Pertti Nupponen and Mr Matti Virtaala.


Hollola, 8 March 2006

Etteplan Oyj

Board of Directors


For additional information, contact: CEO Heikki Hornborg,
tel. +358 400 873 063.


DISTRIBUTION: Helsinki Stock Exchange
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              www.etteplan.com