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BOARD PROPOSALS TO LÄNNEN TEHTAAT ANNUAL GENERAL MEETING

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LÄNNEN TEHTAAT PLC  Stock exchange release Feb. 24, 2005 9;00 a.m.


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
2004.


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
1,263,514 or an amount smaller than this, which corresponds,
taking into account existing unused authorizations, to no more
than one tenth 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 631,757 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.

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

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.

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 the Helsinki
Stock Exchange.

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

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.


IV AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board of Directors proposes to the Annual General Meeting that
sections 2, 5 6, 7, 10 and 11 of the Articles of Association be
amended to be as follows:

Existing section 2
     Sphere of operations
     The Company engages in commercial activities concerning food,
     animal feed, the metal industry and seedling technology and
     other related activities in Finland and abroad either
     directly or through subsidiaries or associated companies. The
     Company may own and manage real estate and shares and other
     securities and engage in trade in them.

Amended section 2
     Sphere of operations
     The Company engages in commercial activities concerning food,
     animal feed and seedling technology and other related
     activities in Finland and abroad either directly or through
     subsidiaries or associated companies. The Company may own and
     manage real estate and shares and other securities and engage
     in trade in them.
     
Existing section 5
     Board of Directors
     By a decision of the Administrative Council, the Board of
     Directors shall comprise at least four and at most seven
     members, one of whom shall be the Company's President.
     Persons who have attained the age of 65 are ineligible for
     election to the Board of Directors.

     The term of a member of the Board of Directors ends at the
     close of the Administrative Council meeting following the
     first Annual General Meeting immediately after the election.

     The Board of Directors is quorate when the chairman or deputy
     chairman and at least half the other Board members are
     present.

Amended section 5
     Board of Directors
     By a decision of the Supervisory Board, the Board of
     Directors shall comprise at least five and at most seven
     members. Persons who have attained the age of 65 are
     ineligible for election to the Board of Directors.

     The term of a member of the Board of Directors ends at the
     close of the Supervisory Board meeting following the first
     Annual General Meeting immediately after the election.

     The Board of Directors is quorate when the chairman or deputy
     chairman and at least half of the other Board members are
     present.

Existing section 6
     President
     The Company has a President elected by the Administrative
     Council.

     The Company may have one or more Vice-Presidents appointed by
     the Board of Directors.

Amended section 6
     President
     The Company has a President elected by the Board of
     Directors.

     The Company may have one or more Vice-Presidents appointed by
     the Board of Directors.

Existing section 7
     Authorization to sign for the Company
     The Company is signed for by the members of the Board of
     Directors, two together, or a holder of procuration
     authorized by the Board of Directors together with a member
     of the Board of Directors or another holder of procuration.

Amended section 7
     Authorization to sign for the Company
     The Company is signed for by the members of the Board of
     Directors, two together, and the President or a holder of
     procuration authorized by the Board of Directors together
     with a member of the Board of Directors or another holder of
     procuration.

Existing section 9
     Administrative Council
     The Administrative Council shall supervise the management of
     the Company exercised by the Board of Directors and the
     President.

     In addition, the Administrative Council shall:

     1. decide on the number of members of the Board of Directors,
     elect the members of the Board and fix the fees and other
     remunerations payable to the members of the Board,
     2. elect a chairman and deputy chairman from among the
     members of the Board,
     3. elect the President and decide his/her salary and other
     benefits
     4. decide on any substantial changes in the Company's
     business
     5. issue an opinion on the financial statements and auditors'
     report
     6. convene shareholders' meetings and prepare the issues to
     be dealt with at them.

Amended section 9
     Supervisory Board
     The Supervisory Board shall supervise the management of the
     Company exercised by the Board of Directors and the
     President.

     In addition, the Supervisory Board shall:
     1. decide on the number of members of the Board of Directors,
     elect the members of the Board and fix the fees and other
     remunerations payable to the members of the Board,
     2. elect a chairman and deputy chairman from among the
     members of the Board,
     3. supervise the management of the Company exercised by the
     Board of Directors and the President
     4. issue an opinion on the financial statements and auditors'
     report

Existing section 10
     Summons to a shareholders' meeting
     The summons to a shareholders' meeting shall be published in
     at least two national newspapers determined by the
     Administrative Council, at the earliest two months and at the
     latest 17 days before the shareholders' meeting and one week
     before the prior registration date specified in the summons.

     In order to attend the meeting, shareholders shall register
     with the Company at the latest on the date specified in the
     Administrative Council summons, at the earliest ten days
     before the meeting.

Amended section 10
     Summons to a shareholders' meeting
     The summons to a shareholders' meeting shall be published in
     at least two national newspapers determined by the Board of
     Directors, at the earliest two months and at the latest 17
     days before the shareholders' meeting and one week before the
     prior registration date specified in the summons.

     In order to attend the meeting, shareholders shall register
     with the Company at the latest on the date specified in the
     Board of Directors summons, at the earliest ten days before
     the meeting.
     
Existing section 11
     Shareholders' meeting
     The Annual General Meeting shall be held annually at the
     latest by the end of May on a date determined by the
     Administrative Council.

     At the Annual General Meeting the following shall be
     presented

     1. the financial statements,
     2. the auditors' report,
     3. the Administrative Council's opinion on the financial
     statements and the auditors' report;

     decided

     4. approval of the Company income statement and balance sheet
     and the consolidated income statement and balance sheet,
     5. measures called for by the profit or loss reported in the
     approved balance sheet or consolidated balance sheet,
     6. granting discharge of liability to the members of the
     Board of Directors and Administrative Council and to the
     President,
     7. the number of Administrative Council members and their
     remuneration
     8. the number of auditors and their remuneration

     elected

     9.  the members of the Administrative Council,
     10. the auditors,

     dealt with

     11. any other matters mentioned in the summons to the
     meeting.

     Individual shareholders are not entitled to exercise voting
     powers representing more than one tenth of the votes at the
     meeting.

Amended section 11
     Shareholders' meeting
     The Annual General Meeting of shareholders shall be held
     annually at the latest by the end of May on a date determined
     by the Board of Directors.

     At the Annual General Meeting the following shall be
     
     presented

     1. the financial statements,
     2. the auditors' report,
     3. the Supervisory Board's statement on the financial
     statements and the auditors' report;

     decided

     4. approval of the Company income statement and balance sheet
     and the consolidated income statement and balance sheet,
     5. measures called for by the profit or loss reported in the
     approved balance sheet or consolidated balance sheet,
     6. granting discharge of liability to the members of the
     Board of Directors and Supervisory Board and to the
     President,
     7. the number of the members of the Supervisory Board and
     their remuneration,
     8. the number of auditors and their remuneration,

     elected

     9.  the members of the Supervisory Board,
     10. the auditors,

     dealt with

     11. any other matters mentioned in the summons to the
     meeting.

     Individual shareholders are not entitled to exercise voting
     powers representing more than one tenth of the votes at the
     meeting.


LÄNNEN TEHTAAT PLC
Board of Directors

Erkki Lepistö
CEO

More details: Erkki Lepistö, CEO, tel. +358 10 402 4002

Distribution:
Helsinki Stock Exchange
Main media
www.lannen.fi

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