PROPOSALS OF BOARD OF TECNOMEN CORPORATI

Tecnomen Corporation          STOCK EXCHANGE RELEASE
                              14 February 2003 at 8.45 a.m.

PROPOSALS OF BOARD OF TECNOMEN CORPORATION TO ANNUAL GENERAL MEETING
OF SHAREHOLDERS ON 25 March 2003

The Board of Directors of Tecnomen Corporation has decided to make the
following proposals to the company’s Annual General Meeting of
Shareholders on 25 March 2003:


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

The Board of Directors of Tecnomen Corporation proposes that the
Annual General Meeting of Shareholders authorise the Board to purchase
the company's own shares such that, including the shares already in
the possession of the company, the shares purchased shall have a total
nominal value that represents at most 5 per cent of all the company’s
current share capital and associated rights. The shares are to be
purchased out of distributable funds and will reduce the company's
distributable non-restricted equity.

The shares can be purchased otherwise than in proportion to the
holdings of the shareholders, in public trading on the Helsinki
Exchanges. The shares will be purchased at the share price prevailing
on the Helsinki Exchanges. The purchase price of the shares will be
paid to the sellers within a payment period set in accordance with the
regulations of the Helsinki Exchanges and the Finnish Central
Securities Depository.

The company's own shares may be purchased to be used as consideration
in company acquisitions, in purchasing assets relating to the
company's business operations or in making other arrangements for
developing 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.

Since the shares to be purchased together with the shares already in
the possession of the company are at most 5 per cent of all the
company’s shares and of the voting rights carried by the shares,
purchasing the shares will not significantly change share ownership
and the voting structure in the company.

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 purchase the company’s own
shares given to the Board of Directors at the Annual General Meeting
of Shareholders on 11 April 2002,be cancelled in so far as the
authorisation has not been used.


2) 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. 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.
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 11 April 2002, be cancelled.


3) 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 610,481.20.

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 11 April 2002, be cancelled.


4) Payment of dividend

The Board of Directors proposes to the Annual General Meeting of
Shareholders to be held on 25 March 2003 that no dividend be paid for
the financial period that ended on 31 December 2002 and that the loss
for the year be transferred to the retained earnings account.


Espoo, 13 February 2003

TECNOMEN CORPORATION

Board of Directors


FURTHER INFORMATION
Vesa Helkkula, President and CEO, tel. +358 (0)9 804 781

DISTRIBUTION
Helsinki Exchanges
Main media



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