TECNOMEN'S BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING

Tecnomen Corporation                    STOCK EXCHANGE RELEASE
                                        14 February 2006 at 09.00 a.m.


TECNOMEN'S BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING

The Board of Directors of Tecnomen has in its meeting decided to propose that the
following matters be decided by the Company's Annual General Meeting to be held
on Wednesday 15 March 2006:

1) Matters to be resolved by the Annual General Meeting pursuant to the Article
14 of the Articles of Association of the Company.

2) Dividend proposal

The Board of Directors proposes that dividend of EUR 0.02 per share be
distributed from the financial year 2005. The dividend shall be paid to
shareholders who are registered in the register of shareholders maintained by the
Finnish Central Securities Depository on the dividend record date 3 March 2006.
The Board of Directors proposes to the Annual General Meeting that the dividend
be paid on 27 March 2006.

3) Election of auditor

In accordance with the proposal of the Audit Committee, the Board of Directors
proposes that KPMG Oy Ab, corporation of Authorised Public Accountants, continues
as the Company's auditor. The auditor has given its consent for the re-election.

4) Decrease of share premium fund

The Board of Directors proposes to the Annual General Meeting that the Company's
share premium fund be decreased according to following terms:


   1. The share premium fund be decreased by a maximum of 66,177,792 euros.

   2. From the aggregate amount of the  decrease  a  minimum  of  5,817,398
      euros and  a  maximum  of  6,003,928  euros  be  distributed  to  the
      shareholders  as  a  return  of  invested   restricted   capital   in
      proportion to each shareholder's ownership in  the  Company  so  that
      the shareholders are returned  0.10  euros  per  each  share  of  the
      Company. The number of shares on the record date of the returning  of
      the funds determines the exact amount of the funds to be returned  to
      the shareholders as a result of decreasing the  share  premium  fund.
      To the extent the funds are not distributed to the shareholders as  a
      return of invested capital, the amount of the decrease of  the  share
      premium fund is transferred to a fund belonging to the Company's non-
      restricted equity.

   3. An advance ruling on  the  tax  effects  of  the  partial  return  of
      invested capital has  been  sought  from  the  Uusimaa  Regional  Tax
      Office and the Board of Directors' proposal  to  decrease  the  share
      premium fund by  returning  restricted  capital  to  shareholders  is
      conditional upon obtaining a favourable advance ruling from  the  Tax
      Office.

   4. In addition the decrease of the share premium fund to distribute  the
      funds in part to the shareholders as well as to  transfer  the  funds
      to a fund in non-restricted equity  are  conditional  upon  obtaining
      the permission of the National Board of Patents and Registration,  as
      stipulated in Chapter 6, Section 5 of the Finnish Companies Act.  The
      permission from the National Board of Patents  and  Registration  can
      be expected to be received approximately within five  to  six  months
      after the decision by the Annual General Meeting.

   5. The decision to decrease the share  premium  fund  will  conclusively
      come into effect only on the day the National Board  of  Patents  and
      Registration gives  its  permission.  The  Board  of  Directors  will
      convene soonest  after  the  permission  has  been  received  and  is
      authorized to decide on the record date of the  distribution  of  the
      funds to the shareholders and on the date of payment of the funds  to
      the shareholders. The aim is to set the dates as  close  as  possible
      to the date of the permission. The funds will be distributed  to  the
      shareholders who are listed in the shareholders' register  maintained
      by the Finnish Central Securities  Depository  on  the  above  record
      date.

   6. The Company's shares will not be nullified or redeemed in  connection
      with the decrease of the share premium fund. Therefore, the  decrease
      of the share premium fund and the distribution of the  funds  to  the
      shareholders as well as the transfer of  funds  to  a  fund  in  non-
      restricted equity do not affect the number or the  nominal  value  of
      shares or the distribution of voting rights  in  the  Company.  As  a
      result of the decrease of the share premium fund, the  Company's  and
      group's equity will decrease by a  minimum  of  5,817,398  euros  and
      maximum of 6,003,928.

   7. In connection with the returning of capital, the Board  of  Directors
      proposes that the subscription  price  per  share  of  shares  to  be
      subscribed according to the stock option  program  of  year  2002  be
      decreased with 0.10 euros per each option right on  the  record  date
      of the distribution of the funds to  the  shareholders,  however,  so
      that the subscription price is always at least the nominal  value  of
      the Tecnomen share. The adjustment  of  the  subscription  price  per
      share of the stock option program of year 2002  is  conditional  upon
      the decrease of the share premium fund for the distribution of  funds
      to the shareholders being completed in accordance with  the  proposal
      of the Board of Directors.

   8. The Board of Directors will  decide  on  all  the  practical  matters
      concerning the decrease of the share premium fund,  the  distribution
      of funds and the transfer  of  funds  to  a  fund  in  non-restricted
      equity.

      Grounds for the proposal to decrease the share premium fund:

      According to the current growth plans, the Company's needs of growth
      can be financed with cash flow. As grounds for the decrease is  also
      aim to obtain more efficient capital structure.

5) Authorisation of the Board of Directors to decide on acquisition of own shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on acquisition of a maximum of 5,817,397 own shares.
After the acquisition, the aggregate nominal value of the shares or the votes
attached to the shares, together with the own shares already in the possession of
the Company or its subsidiaries, may not exceed 10 per cent of the registered
share capital of the Company or votes attached to all shares. The acquisition of
shares can be financed only with distributable funds and the acquisition will
decrease the Company's distributable non-restricted equity.

The shares can be acquired from shareholders in deviation from the proportional
ownership of the shareholders through public trade arranged by the Helsinki Stock
Exchange. The shares will be acquired at the market price in public trade
prevailing on the date of acquisition. The purchase price for the shares shall be
paid to the sellers within the time limit set forth in the Rules of the Helsinki
Stock Exchange and the Finnish Central Securities Depository.

Own shares can be acquired for the purpose of developing the capital structure of
the Company, to be used in financing corporate acquisitions or for other
arrangements to develop the business of the Company, to be used as a part of the
Company's incentive and remuneration schemes or to be otherwise disposed of or
nullified in the extent and manner decided by the Board of Directors. The Board
of Directors will decide on other terms of acquisition of own shares.

As the maximum number of shares to be acquired, together with the shares already
in the possession of the Company, is less than 10 % of the total number of shares
and the voting rights related thereto, the acquisition will have no significant
effect on the distribution of ownership and voting rights in the Company.

The authorisation will be effective for one year from the decision of the Annual
General Meeting of Shareholders.

6) Authorisation of the Board of Directors to decide on disposing of own shares

The Board of Directors proposes that the Annual General Meeting of Shareholders
authorise the Board to decide on disposing of Company's own shares. The
authorisation shall cover all shares acquired under the authorisations given to
the Board or otherwise already in the possession of the Company. Consequently, by
virtue of this authorisation, maximum of 5,952,197 shares can be disposed of. The
authorisation includes the right to decide to whom and in which order the own
shares are disposed of as well as the right to deviate from the shareholders' pre-
emptive subscription rights when disposing of the shares, provided that from the
viewpoint of the Company there is a valid economic reason for the deviation. The
authorisation includes the right to determine the criteria for the setting of the
selling price. The shares can also be disposed of in public trade arranged by the
Helsinki Stock Exchange or against other than money consideration. The
authorisation does not include the right to dispose of shares for the benefit of
persons belonging to the Company's inner circle.

The shares can be disposed of as consideration in possible corporate
acquisitions, used to carry out and finance other arrangements and investments
related to the development of Company's business, used as a part of the Company's
incentive and remuneration schemes in the extent and manner decided by the Board
of Directors. The Board of Directors will decide on other terms of disposing of
own shares.

The authorisation will be effective for one year from the decision of the Annual
General Meeting.

It is proposed that the authorisation to dispose of the Company's own shares,
given to the Board of Directors at the Annual General Meeting on 16 March 2005 be
cancelled.

7) Authorisation of the Board of Directors to increase the Company's share
capital by issuing new shares and/or convertible bonds and/or stock options

The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide to increase the share capital by issuing new shares and/or
convertible bonds and/or stock options in one or more issues. The number of new
shares through share issuance or subscription of shares in exchange for the
convertible bonds or pursuant to the stock options may be at most 11,661,755
shares and the Company's share capital may be increased by at most 932,940.40
euros.

The Board proposes that the authorisation include the right to deviate from the
shareholders' pre-emptive subscription rights - as stated in Chapter 4, Section 2
of the Companies Act - to subscribe for new shares, convertible bonds and/or
stock options, and the right to determine the criteria for the setting of the
subscription price and the right to set the subscription price as well as the
right to determine the terms for subscription of new shares and the terms of
convertible bonds and/or share options. The subscription price may not, however,
be less than the nominal value of the shares.

The Board may deviate from the shareholders' pre-emptive subscription rights if
it is justified due to a valid economic reason from the viewpoint of the Company,
such as carrying out corporate acquisitions or other arrangements related to
developing the Company's business operations, financing investments, reinforcing
the Company's capital structure, covering the social security costs arising from
share options, or establishing a remuneration or incentive scheme for the
Company.

The Board is authorised to decide who are entitled to subscribe, but the decision
may not be made so that it benefits persons belonging to the Company's inner
circle. In addition, the Board is authorised to decide that in issue of new
shares, convertible bonds or share options the subscription may be made in kind,
by using the right to set-off or according to other specific conditions.

The authorisation is effective for one year from the decision of the Annual
General Meeting.

It is proposed that the authorisation to increase the Company's share capital by
issuing new shares and/or convertible bonds and/or stock options given to the
Board of Directors at the Annual General Meeting on 16 March 2005 is cancelled.

8) Proposal concerning the issue of stock options

The Board of Directors proposes that  stock  options  be  issued  by  the  General
Meeting of Shareholders to the key personnel of the Tecnomen Group, as well as  to
a  wholly  owned  subsidiary  of  Tecnomen  Corporation  by  deviating  from   the
shareholders'  pre-emptive  subscription  rights.  It   is   proposed   that   the
shareholders' pre-emptive subscription rights be deviated  from  since  the  stock
options are intended to form a part of the incentive and  commitment  program  for
the key personnel. The purpose of the  stock  options  is  to  encourage  the  key
personnel to work on a long-term basis to increase shareholder value. The  purpose
of the stock options is also to commit the key personnel to the Company.

The maximum total number of stock options issued shall  be  2,001,000.  The  stock
options entitle to subscribe for a  maximum  total  of  2,001,000  shares  in  the
Company. Of the stock options, 667,000 shall be  marked  with  the  symbol  2006A,
667,000 shall be marked with the symbol 2006B and 667,000  shall  be  marked  with
the symbol 2006C. The stock options shall  be  gratuitously  distributed,  by  the
resolution of the Board of Directors, to the key personnel employed by  or  to  be
recruited by the Group. Upon issue, those stock options that are  not  distributed
to the key personnel shall be  granted  to  Tecnomen  Japan  Oy,  a  wholly  owned
subsidiary of Tecnomen Corporation.

The share subscription price for stock options 2006A shall  be  the  trade  volume
weighted average quotation of the Company share on  the  Helsinki  Stock  Exchange
during 1 January - 31 March  2006,  for  stock  options  2006B  the  trade  volume
weighted average quotation of the Company share on  the  Helsinki  Stock  Exchange
during 1 January - 31 March 2007 and for stock  options  2006C  the  trade  volume
weighted average quotation of the Company share on  the  Helsinki  Stock  Exchange
during 1 January - 31 March 2008. From  the  share  subscription  price  of  stock
options shall, as per the dividend record date, be  deducted  the  amount  of  the
dividend decided after the beginning  of  the  period  for  determination  of  the
subscription price but before share subscription.

The share subscription period shall be: for stock options 2006A, 1  April  2007  -
30 April 2010, for stock options 2006B, 1 April 2008  -  30  April  2011  and  for
stock options 2006C, 1 April 2009 - 30 April 2012.

As a result of the share subscriptions with the  2006  stock  options,  the  share
capital of the Company may be increased by a maximum total of EUR 160,080 and  the
number of shares by a maximum total of 2,001,000 new shares.

Some of the people entitled to the stock options belong to  the  inner  circle  of
the Company. The maximum total share ownership of these people is 0,14  %  of  the
Company's shares and voting rights of the shares at the moment.

The stock options now issued can be exchanged for shares  constituting  a  maximum
total of 3.3% of the Company's shares and voting rights of the  shares  after  the
potential share capital increase.

The detailed proposal for the new incentive scheme of the Company is available  in
Tecnomen's website at www.tecnomen.com/investors.


The notice of the Annual General Meeting will be published in Helsingin Sanomat
and Hufvudstadsbladet, and as a stock exchange release on 23 February 2006. The
notice of the meeting will be available on the Tecnomen's website at
www.tecnomen.com from the same date.


TECNOMEN CORPORATION

The Board of Directors


FURTHER INFORMATION
Lauri Ratia, chairman of the Board, tel. +358 020 447 7375
Jarmo Niemi, President and CEO, tel. +358 (09) 8047 8799


DISTRIBUTION
Helsinki Exchanges
Main media





















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