ROCLA OYJ STOCK EXCHANGE RELEASE 19 December 2008 at 9.45 am
INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF ROCLA OYJ
Mitsubishi Caterpillar Forklift Europe B.V. has announced that it will complete
its public tender offer for all the shares and option rights in Rocla Oyj. The
sale and purchase of the Rocla shares and option rights that have been validly
tendered into the tender offer will be settled on or about 23 December 2008,
upon which time title to such shares and option rights will pass to Mitsubishi
Caterpillar Forklift Europe B.V. against the payment of the offer consideration.
Following its decision to complete the tender offer, Mitsubishi Caterpillar
Forklift Europe B.V., which upon the settlement of the above completion trades
will become the owner of 98.6 per cent of all the shares and voting rights in
Rocla Oyj, has requested that the Board of Directors of Rocla Oyj convenes an
Extraordinary General Meeting to elect a new Board of Directors for the Company.
The shareholders of Rocla Oyj are thus invited to the Extraordinary General
Meeting that will be held on Tuesday, 13 January 2009 at 5:00 p.m. at Rocla Head
Office, address Jampankatu 2, 04440 Järvenpää.
MEETING AGENDA
At the General Meeting, the following proposals by the shareholder Mitsubishi
Caterpillar Forklift Europe B.V. will be considered:
1. Release of the current members of the Board of Directors from their office:
Mitsubishi Caterpillar Forklift Europe B.V. proposes that the Extraordinary
General Meeting decides to release all current members of the Board of Directors
with immediate effect from their office.
2. Number and election of Board members:
Mitsubishi Caterpillar Forklift Europe B.V. proposes that the number of members
of the Board of Directors shall be five (5). Mitsubishi Caterpillar Forklift
Europe B.V. further proposes that the Extraordinary General Meeting elects Mr.
Yuichi Mano, Mr. Hiroyuki Shimma and Mr. Herman Hofland as new members of the
Board of Directors and re-elects Mr. Naoyuki Matsumura and Mr. Vesa Puttonen as
members of the Board of Directors.
RIGHT TO PARTICIPATE IN THE MEETING
Shareholders, who are registered in the shareholder register kept by Finnish
Central Securities Depositary Ltd. on the record date 2 January 2009, are
entitled to participate in the Extraordinary General Meeting. Shareholders with
nominee-registered shares, who wish to participate in the Extraordinary General
Meeting, shall contact their custodian bank to be temporarily recorded in the
shareholder register on 2 January 2009 for the purpose of participating in the
meeting.
REGISTRATION
Shareholders, who wish to participate in the Extraordinary General Meeting
should notify the Company of their intention to do so by 7 January 2009 before
4:00 p.m. (Finnish time) either by telephone to the telephone number +358 40 525
5754 /Ms. Piia Jokela or by e-mail to address piia.jokela@rocla.com. Proxies
entitling to exercise a shareholder's rights at the meeting should be forwarded
to the Company by the above registration date to the address Rocla Oyj,
Yhtiökokous, PL 88, 04401 Järvenpää or as an e-mail attachment to
piia.jokela@rocla.com.
In Järvenpää on 19 December 2008
THE BOARD OF DIRECTORS
Distribution
NASDAQ OMX Helsinki
Principal Media
BACKGROUND INFORMATION ON THE PROPOSED NEW BOARD MEMBERS
Yuichi Mano
Group Manager - Corporate Planning Group, Material Handling Equipment Business
Department, General Machinery & Special Vehicle Headquarters, Mitsubishi Heavy
Industries, Ltd.
Born in 1963, Japanese national. MBA Carnegie Mellon University in the USA, BA
Social Studies Hitotsubashi University in Japan.
Hiroyuki Shimma
President of Mitsubishi Caterpillar Forklift Europe B.V.
Born in 1957, Japanese national. Bachelor of Economics at Waseda University in
Japan.
Herman Hofland
Vice President, Finance Division of Mitsubishi Caterpillar Forklift Europe B.V.
Born in 1956, Dutch national. Accountant (CPA).