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BOARD PROPOSALS TO LÄNNEN TEHTAAT ANNUAL

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LÄNNEN TEHTAAT PLC  Stock exchange release   Feb. 24, 2004 at 9;00 am


BOARD PROPOSALS TO LÄNNEN TEHTAAT ANNUAL GENERAL MEETING

I DIVIDEND

The Board of Directors proposes to the Annual General Meeting that a
dividend of EUR 0.65 per share be paid for the financial year 2003.

II AUTHORIZATION TO INCREASE SHARE CAPITAL

The Board of Directors proposes to the Annual General Meeting that the
Company’s Board of Directors be authorized, in derogation from the
shareholders’ pre-emptive right to subscribe, to decide on increasing
the share capital by one or more new issues and/or taking out a
convertible loan in one or more tranches on the following conditions:

1. The new issue and/or new issue based on the convertible loan will
allow the share capital to be increased by a maximum of EUR 1,222,514
or an amount smaller than this, which corresponds, taking into account
existing unused authorizations, to no more than one fifth of the
company’s share capital registered at the time of the AGM
authorization decision and the Board of Directors’ decision to make
the increase, and of the combined voting rights of the shares so that
a maximum of 611,257 shares will be put up for subscription at a
nominal value of EUR 2 per share.

2. The authorization covers the right in targeted issues to disregard
the shareholders’ pre-emptive right to subscribe new shares and/or
convertible loans on condition that the company has a pressing
financial reason to do so, and the right to decide on the new issue so
that the shares can be subscribed against property given as a
subscription in kind or otherwise under certain conditions or by using
the right of set-off.

The authorization can be used, for example, for implementing a
corporate acquisition, some other development of the company’s
business operations, broadening the ownership base or strengthening
the capital structure or for similar purposes.

3. The authorization also covers the right to decide on those who are
entitled to subscribe, the subscription prices and terms and
conditions, the terms and conditions of the convertible loan and other
terms and conditions and matters associated with the new issue and/or
taking out the convertible loan. The Board of Directors is not
permitted to make a decision about derogating from the pre-emptive
right to subscribe if this would be for the benefit of a person
belonging to the inner circle of the Company.

4. The authorization is valid for one year from the decision of the
AGM.

III AUTHORIZATION FOR SURRENDER OF OWN SHARES

The Board of Directors will propose to the Annual General Meeting that
the Board be authorized to surrender the company’s own shares in
derogation from the shareholders’ prior subscription right.

1.The authorization concerns the 65,000 company shares acquired for
  the company under authorization of the AGM on April 5, 2001.

2.The Board of Directors will be authorized to decide to whom and
  in what order company shares will be surrendered. The shares can be
  surrendered in one or more lots. The Board can decide on surrender of
  its own shares otherwise than in the pre-emptive right of shareholders
  to acquire company’s own shares.

3.The shares can be surrendered in one or more lots as decided by
  the Board in connection with corporate transactions or other
  arrangements, or for some other similar purpose that the Board
  considers practicable.

  The shares can also be sold in public trading on Helsinki Exchanges.
  
4.Shares will be surrendered at their current value at the time of
  surrender, determined in public trading on Helsinki Exchanges. They
  can also be surrendered against other than monetary consideration.

5.The authorization is valid for one year from the AGM decision.

Justification for divergence from right of pre-emption;
When shares are surrendered, the Board can decide to diverge from the
shareholders' right of pre-emption within the limits laid down in the
Companies Act if there is some weighty financial reason for so doing
on the company's part. The shares can also be surrendered through
public trading, when all would have an equal right to purchase them.


LÄNNEN TEHTAAT PLC
Board of Directors

Erkki Lepistö
President & CEO

More details: Erkki Lepistö, President & CEO, tel. +358 2 8397 4001

Distribution:
Helsinki Exchanges
Main media
www.lannen.fi

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