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PROPOSALS OF BOARD OF TECNOMEN CORPORATI

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Tecnomen Corporation                STOCK EXCHANGE RELEASE
                                    27 February 2004 at 10.00 am


PROPOSALS OF BOARD OF TECNOMEN CORPORATION TO ANNUAL GENERAL MEETING
OF SHAREHOLDERS ON 24 MARCH 2004

The Board of Directors of Tecnomen Corporation has decided to make the
following proposals to the company’s Annual General Meeting of
Shareholders on 24 March 2004:


1) Authorisation of Board of Directors to dispose of the company's own
shares

The Board of Directors of Tecnomen Corporation proposes that the
Annual General Meeting of Shareholders authorise the Board to dispose
of all the company's own shares acquired under the authorisation given
to the Board or otherwise in the possession of the company. The
authorisation includes the right to decide on the parties to whom the
company’s shares are to be disposed and with what priority, the right
to disapply shareholders' pre-emptive rights of subscription when
disposing of the shares, and the right to determine the criteria for
setting the selling price. The shares can also be disposed of in
public trading on the Helsinki Exchanges.

The company's own shares can be disposed of to be used as
consideration in company acquisitions, in purchasing assets relating
to the company's business operations or in carrying out other
arrangements to develop the company's business, in consolidating the
company's capital structure, to cover the social security costs
arising from stock options, or as part of the company's remuneration
or incentive scheme, or otherwise for resale issuance or for
invalidation in a manner and to an extent to be decided by the Board.
Shares may be disposed of for other consideration than cash. It is not
proposed that the authorisation include the right to dispose of shares
to the company’s insiders.

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

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
of Shareholders on 25 March 2003, be cancelled.


2) Authorisation of Board of Directors to raise the company's share
capital by issuing new shares and/or convertible bonds and/or stock
options

The Board of Directors of Tecnomen Corporation proposes that the
Annual General Meeting of Shareholders authorise the Board to decide
to raise 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 7,518,515 shares, and the company's share capital may rise by at
most a total of EUR 601,481.20.

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

The Board may disapply shareholders’ pre-emptive rights if it is
justified by some weighty financial consideration from the company’s
perspective, such as to carry out company acquisitions or other
arrangements to develop the company's business operations, to finance
investments, to reinforce the company's capital structure, to cover
the social security costs arising from share options, or to set up a
remuneration or incentive scheme for the company.

The Board is authorised to decide on those who are entitled to
subscribe, but the decision may not be made so that it benefits the
company's insiders. In addition, the Board may decide that
subscription to an issue of new shares, convertible bonds or share
options may be in kind, may use the right of set-off or may be on
other specific conditions.

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

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
of Shareholders on 25 March 2003, be cancelled.


3) Payment of dividend

The Board of Directors proposes to the Annual General Meeting of
Shareholders to be held on 24 March 2004 that no dividend be paid for
the financial period that ended on 31 December 2003 and that the loss
for the year be transferred to the retained earnings account.


Espoo, 27 February 2004

TECNOMEN CORPORATION

Board of Directors


FURTHER INFORMATION
Jarmo Niemi, President and CEO, tel. +358 (0)9 8047 8799

DISTRIBUTION
Helsinki Exchanges
Main media

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