Etteplan Oyj - Notice to general meeting

INVITATION TO ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROPOSAL OF BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

ETTEPLAN OYJ      STOCK EXCHANGE RELEASE      MARCH 2, 2010, AT 2 P.M.          


INVITATION TO ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROPOSAL
OF BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS            

The shareholders of Etteplan Oyj are invited to the Annual General Meeting of   
Shareholders. The meeting will be held on March 24, 2010 at 1 p.m. at premises  
of the Company in Vantaa at the address of Ensimmäinen Savu, 01510 Vantaa.      
Recording of the persons signed in for the meeting and delivering of the ballots
will start at 12.30 p.m.                                                        

MATTERS ON THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS                    

1. Opening of the Meeting                                                       

2. Election of the Chairman of the Meeting                                      

3. Recording the legality and the quorum of the Meeting                         

4. Election of person to scrutinize the minutes                                 

5. Presentation of the financial statements for 2009, including consolidated    
   financial statements, and annual report                                      
   - Presentation of the CEO´s review 

6. Presentation of the auditor´s report                                         

7. Adoption of the financial statements of the parent company and consolidated  
   financial statements                                                         

8. Resolution on the use of the profit shown on the balance sheet and the       
   payment of the dividend                                                      

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.04 per share be paid from the financial year 2009. The remaining funds    
shall be left to the unrestricted equity. The dividend will be paid to the      
shareholders registered in the shareholders' register maintained by Euroclear   
Finland Ltd (formerly Finnish Central Securities Depository Ltd) as the record  
date. The record date of the payment of dividend is March 29, 2010. The dividend
shall be paid on April 7, 2010.                                                 

9. Resolution on the discharge from liability of members of the Board of        
   Directors and the CEO                                                        

10. Resolution on the number of members of the Board of Directors as well as    
    resolution on the remuneration of the members of the Board of Directors and 
    the auditor                                                                 

The Board of Directors proposes to the Annual General Meeting that the number of
the Board of Directors shall be six members. Additionally, it is proposed that  
the remuneration of the members of the Board of Directors shall be EUR 600 per  
meeting and the remuneration for the Chairman of the Board shall be EUR 1,200   
per meeting. Additionally, it is proposed that the remuneration of the Board of 
Directors shall be EUR 1,300 per month for the member of the Board and EUR 2,600
for the Chairman of the Board. The Board of Directors proposes that the auditor 
will be paid a fee against invoice by the principles approved by the Board of   
Directors.                                   

11. Election of the Board of Directors                                          

The Board of Directors´ Nomination and Compensation Committee of Etteplan Oyj   
proposes that the Annual General Meeting re-elects the present members Tapio    
Hakakari, Heikki Hornborg, Robert Ingman and Pertti Nupponen as members of the  
Board of Directors, and additionally Satu Rautavalta and Teuvo Rintamäki shall  
be elected as new members of the Board of Directors. Shareholders representing  
approximately 45 percent of the company´s shares and voting rights have         
announced to support the proposal.                                              

Personal data of Satu Rautavalta and Teuvo Rintamäki is available at the        
company´s website at www.etteplan.com.                                          

12. Election of auditor                                                         

The Board of Directors proposes that Authorized Public Accounting Firm          
PricewaterhouseCoopers Oy, with Authorized Public Accountant Mr Mika Kaarisalo  
as the main responsible auditor be elected as the company´s auditor.            

13. Board of Directors´ proposal to authorize the Board of Directors to decide  
    on share issue and option rights and other special rights entitling to      
    shares as well as to decide on the transfer of the company´s own shares     

The Board of Directors' proposal that the Annual General Meeting of Shareholders
resolves to authorize the Board of Directors to decide to issue maximum of      
4,000,000 shares through issuance of shares, option rights or other special     
rights entitling to shares under Chapter 10, Section 1 of the Companies Act in  
one or more issues. The authorization includes a right to issue new shares or   
assign company's own shares held by the company.                                

The authorization includes a right to deviate from the existing shareholders'   
pre-emptive subscription right as set forth in the Companies Act Chapter 9,     
Section 3. Therefore, the Board of Directors has a right to direct the share    
issue or issuance of option rights or other special rights entitling to shares. 
The authorization includes also a right to determine on all the terms of share  
issue, option rights or other special rights entitling to shares. The           
authorization includes therefore a right to determine on share subscription     
prices, persons entitled to subscribe the shares and other terms and conditions 
applicable to the subscription. In order to deviate from the shareholders'      
pre-emptive subscription right, the company must have a substantial financial   
reason such as financing of a company acquisition, other arrangement in         
connection with the development of the company's business or equity or an       
incentive scheme to the personnel. In connection of the share issuance the Board
of Directors is entitled to decide that the shares may be subscribed against    
contribution in kind or otherwise under special terms and conditions. The       
authorization includes a right to determine whether the subscription price will 
be entered into the share capital or into the reserve of invested non-restricted
equity.                                                                         

The authorization is effective for a period of five (5) years from the          
resolution of the Annual General Meeting, i.e. from March 24, 2010 to March 24, 
2015. The authorisation shall replace the previous authorization granted to the 
Board of Directors.                                                             

14. Board of Directors´ proposal to authorize the Board to acquire the          
    company's own shares                                                        

Board of Directors´ proposal, whereby the Annual General Meeting grants the     
Board the authority to acquire the company´s own shares in one or more lots     
using the company´s unrestricted equity. A maximum of 2,000,000 of the company's
own shares can me acquired. The Board of Directors shall have the right to      
decide who the shares are acquired from or, the Board of Directors has the right
to decide on a directed acquisition of own shares.                              

The authorization includes the right to decide the acquiring of the company´s   
own shares through a tender offer made to all shareholders on equal terms and   
conditions and at the price determined by the Board of Directors or in public   
trading organized by the NASDAQ OMX Helsinki at the market price valid at any   
given time so that the company´s holdings of combined own shares is maximum of  
ten (10) per cent of all the company´s shares. The minimum price for the shares 
to be acquired is the lowest market price quoted for a share in public trading  
during the validity of the authorization and, correspondingly, the maximum price
is the highest market price quoted for a share in public trading during the     
validity of the authorization.                                                  

If the shares are acquired in public trading, the shares will not be acquired in
proportion of the current shareholdings. Thus, there must be a substantial      
financial reason from the company´s point of view for the acquisition of the own
shares. The shares may be acquired in order to be used as consideration in      
potential company acquisitions or in other structural arrangements. The shares  
may be used as well for carrying out company's incentive scheme provided to the 
personnel. The acquired shares may be kept by the company, invalidated or       
assigned onwards.                                                               

Acquiring will reduce the non-restricted equity.                                

The authorization is valid for 18 months from the date of the decision of the   
Annual General Meeting starting on March 24, 2010 and ending on September 24,   
2011. The authorization shall replace the previous authorization.               
15. Amending articles of association                                            

The Board of Directors proposes that the Annual General Meeting shall adopt a   
resolution to amend the articles of association's paragraph 9 as follows:       "9 § Invitation to the General Meeting of Shareholders                          

Invitation to the General Meeting of Shareholders shall be published in the     
company's website no earlier than two (2) calendar months and no later than     
three (3) weeks prior to the meeting, but no later than nine (9) days before the
record date of the General Meeting. The Board of Directors may also decide to   
publish the invitation to the General Meeting of Shareholders in a one Finnish  
national newspaper determined by the Board of Directors."

16. Closing of the Meeting                                                      

DOCUMENTS OF THE GENERAL MEETING OF SHAREHOLDERS                                

The proposals of the Board of Directors and its committees relating to the      
agenda of the Annual General Meeting as well as this notice are available on    
Etteplan Oyj's website at www.etteplan.com. The company's Annual Accounts, the  
report of the Board of Directors and the Auditor's report, are available on the 
above-mentioned website no later than on March 3, 2010. Copies of the documents 
will be sent to shareholders on request and also be available at the Annual     
General Meeting. The minutes of the meeting will be available on the            
above-mentioned website as from April 7, 2010 at the latest.                    

INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING OF SHAREHOLDERS        

Right to attend and registration                                                

A shareholder who on Friday March 12, 2010, is registered as a shareholder in   
the company´s shareholder register maintained by Euroclear Finland Ltd (Finnish 
Central Securities Depository Ltd) is entitled to attend the Annual General     
Meeting.                                                                        

A shareholder who wishes to attend in the Annual General Meeting must notify the
company of his/her intention to do so by March 19, 2010 at 4 p.m. Finnish time  
either by mail to Etteplan Oyj, Yhtiökokous, Terveystie 18, 15860 Hollola, by   
telephone to number +358 10 307 2006 or by e-mail to registration@etteplan.com. 

In connection with the registration, a shareholder shall notify his/her name,   
personal identification number or business ID, address, telephone number and the
name of a possible assistant. The personal data given to Etteplan Oyj is used   
only in connection with the Annual General Meeting and with the processing of   
related registrations.                                                          

Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is    
present at the General Meeting has the right to request information with respect
to the matters to be considered at the Meeting.                                 

Written notifications to participate in the Meeting must have arrived to the    
company prior to the expiry of the registration period.                         
Proxy representative and powers of attorney                                     

Shareholders may attend the Annual General Meeting and exercise their rights at 
the Meeting by way of proxy representation. Proxy representatives must produce a
dated letter of proxy or demonstrate in some other reliable manner their right  
to represent the shareholder at the Meeting.                                    

Any proxy forms, identified and dated, should be delivered to the company to be 
inspected to the address mentioned above before the deadline to notify the      
attending of the Meeting.                                                       

When a shareholder participates in the Annual General Meeting by means of       
several proxy representatives representing the shareholder with shares at       
different securities accounts, the shares by which each proxy representative    
represents the shareholder shall be identified in connection with the           
registration for the Annual General Meeting.                                    

Nominee-registered shareholders                                                 

Nominee-registered shareholders are advised to request the necessary            
instructions regarding entry in the company´s shareholder register, the issuing 
of proxy documents and registration for the Annual General Meeting from their   
account holder.                                                                 

The account management organization of the custodian bank will register a holder
of nominee registered shares, who wants to participate in the Annual General    
Meeting, to be temporarily entered into the shareholders' register of the       
company at the latest on March 19, 2010 at 10.00 a.m.                           

Other instructions and information                                              

At the date of this Invitation, March 2, 2010, the total number of shares and   
votes conveyed by these shares in Etteplan Oyj is 20,179,414.                   


Hollola, March 2, 2010                                                          

Etteplan Oyj                                                                    

BOARD OF DIRECTORS                                                              


Additional information:                                                         
President and CEO Matti Hyytiäinen, tel. +358 400 710 968                       


DISTRIBUTION:                                                                   
NASDAQ OMX Helsinki                                                             
Major media                                                                     
www.etteplan.com          

Etteplan is a specialist in industrial equipment engineering and technical      
product information solutions and services. Our customers are global leaders in 
their fields and operate in areas like the automotive, aerospace and defence    
industries as well as the electricity generation and power transmission sectors,
and material flow management.                                                   

Etteplan has comprehensive competence in electronics and embedded systems       
development, automation and electrical design, mechanical design and technical  
product information solutions and services.                                     

Etteplan's strength lies in its highly skilled employees who, being located near
to the customers, are able to develop close, long term business relationships.  
We implement solutions globally according to customer needs.                    

Etteplan's shares are listed on NASDAQ OMX Helsinki Ltd under the ETT1V ticker.