Rocla Oyj - Notice to general meeting

INVITATION TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF ROCLA OYJ

ROCLA OYJ	 STOCK EXCHANGE ANNOUNCEMENT MARCH 3, 2008 AT 8.30 A.M.

INVITATION TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF ROCLA OYJ

The shareholders of Rocla Oyj are invited to the Annual General Meeting that
will be held on Wednesday, March 26, 2008 at 5.00 p.m. at the following
address: Aikuiskoulutuskeskus Adulta, Wärtsilänkatu 61, Järvenpää. 

Before the Annual General Meeting, Rocla Oyj will arrange an information
briefing and a factory visit to its Järvenpää factory, adjacent to the meeting
venue. The information briefing will begin at 3.00 pm at Adulta. 

MEETING AGENDA

1. Annual General Meeting issues according to the Articles of Association,
paragraph 11 

2. Proposal by the Board of Directors to pay a cash bonus to the personnel

The Board of Directors proposes to the Annual General Meeting of Shareholders
that a cash bonus of eur 1,056 be paid to those employees of Rocla Group who
have served the Group during the full year of 2007. 

3. Proposal for authorising the Board of Directors to decide on an acquisition
of Rocla Oyj shares 

The Board of Directors proposes that the Annual General Meeting of Shareholders
authorise the Board to decide on an acquisition of Rocla Oyj shares using the
company's distributable earnings in such a way that the maximum number of Rocla
Oyj shares to be acquired is 194,535. 

Shares are acquired in another proportion than the shareholders' proportional
shareholdings through public trading arranged by the Helsinki Exchanges. The
shares are acquired at their current value formed at the time of acquisition in
public trading. 

The authorisation is valid until the Annual General Meeting of Shareholders in
2009, however, not longer than for 18 months from the decision of the Annual
General Meeting. 

4. Proposal for authorising the Board of Directors to decide on issuing shares 

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on transfer of treasury shares held by the Company
as follows. 

The Board proposes that under the authorization, the Board may issue a maximum
of 230,000 shares based on one or several decisions. The authorisation is valid
for a paid share issue. 

The authorisation is valid until the Annual General Meeting of Shareholders in
2009. 

The authorisation includes waiving the existing shareholders' pre-emptive right
to subscribe to shares (directed share issue) based on the prerequisites stated
in the law. 

The Board proposes that under the authorisation the Board of Directors shall
have the right to decide on how the subscription price is entered in the
Company's balance sheet. The subscription price may be paid either by money
settlement or partly or entirely in exchange for a consideration in kind or by
using the right of set-off. The Board has the right to decide on all other
conditions of the share issue. 

5. Proposal of the Board of Directors concerning the issue of stock options 

The Board of Directors proposes that stock options be issued by the Annual
General Meeting of Shareholders to the key personnel and board members of Rocla
Oyj as well as to a fully owned subsidiary of the Company 

The maximum total number of stock options issued shall be 300,000, and they
entitle their owners to subscribe for a maximum total of 300,000 new shares in
the Company or existing shares held by the Company. 

The stock options shall be issued gratuitously to the Company's key personnel
and members of the Board of Directors as well as to a fully owned subsidiary of
the Company. The Company has a weighty financial reason for the issue of stock
options, since the stock options are intended to form part of the Company's
incentive and commitment program for the Company's senior management and key
personnel. 

In maximum 60,000 options will be offered to the members of the Board of
Directors. Up to 20,000 stock options with symbol 2008A shall be issued to
board members elected in 2008, up to 20,000 stock options with symbol 2008B to
board members elected in 2009 and up to 20,000 stock options with symbol 2008C
to board members elected in 2010.  The chairman of the Board will be issued
5,000 stock options and the members of the board will be issued 3,000 stock
options each year. 

On the stock options, 100,000 shall be marked with the symbol 2008A, 100,000
shall be marked with the symbol 2008B and 100,000 shall be marked with the
symbol 2008C. The share subscription period shall be for stock option 2008A
April 1, 2011 - March 31, 2013, for stock option 2008B April 1, 2012 - March
31, 2014 and for stock option 2008C April 1, 2013 - March 31, 2015. 

The share subscription price shall be for stock option 2008A the weighted
average price of the Company share during April 2008 with an addition of 10 %,
for stock option 2008B the weighted average price of the Company share during
April 2009 with an addition of 10 % and for stock option 2008C the weighted
average price of the Company share during April 2010 with an addition of 10 %. 

If only newly issued shares are used for share subscriptions, the shares
subscribed under the Stock Options 2008 constitute a maximum of 6.6 percent of
the total number of the Company's shares after the subscription. 

The complete terms and conditions are attached as Appendix [1].

COMPOSITION OF THE BOARD AND ELECTION OF THE AUDITOR

The Board has been informed that shareholders who own about 60% of the total
votes of the shares of the Company will propose to the Annual General Meeting
that the number of members of the Board of Directors remain six, that the
present members of the Board, Ilkka Hakala, Eero Karvonen and Vesa Puttonen be
re-elected to continue as Board Members and that Gregory E. King, Naoyuki
Matsumura and Christian Ramm-Schmidt be elected as new members until the end of
the following Annual General Meeting. Naoyuki Matsumura serves as senior
manager at Mitsubishi Heavy Industries Ltd. in Japan. Gregory E. King is a
director at Mitsubishi Caterpillar Forklift America Inc. Both Gregory E. King
and Naoyuki Matsumura have served at Rocla Oyj Board in earlier years.
Christian Ramm-Schmidt is senior partner in Merasco Capital Ltd and has
previously served e.g. as President of Baltic Beverages Holding Ltd. 

The Board will propose to the Annual General meeting of shareholders that the
current auditor KPMG Oy Ab with Lasse Holopainen as the responsible auditor be
re-elected to act as the auditor of the Company. 

THE DOCUMENTS CONNECTED TO THE PROPOSALS OF THE BOARD, THE FINANCIAL STATEMENTS
AND THE ANNUAL REPORT 

The documents will be available to the shareholders for inspection from March
18th, 2008 at the Company's head-office and copies of them will be sent to
shareholders upon request. 

THE RIGHT TO PARTICIPATE IN THE MEETING

Shareholders who have registered their holdings in the share register kept by
the Finnish Central Securities Depositary Ltd. by the record-date March 14,
2008 are entitled to participate in the meeting. Shareholders with
nominee-registered shares must contact their bank, broker or other custodian to
be temporarily recorded in the Register of Shareholders so that recording is
effective March 14, 2008. 

NOTIFICATION

Shareholders who wish to participate in the Annual General Meeting should
notify the Company of their intention to do so by March 20 , 2008 before 4 p.m.
(Finnish time) either in writing, by telephone or by telefax message. The
address is: Rocla Oyj, Annual General Meeting, P.O.Box 88, 04401 Järvenpää,
Finland. The telephone number is +358 20 778 1841/Ms Susanna Furu and the fax
number is +358 20 778 1475. Notification of participation in the Annual General
Meeting or the information briefing preceding it can also be submitted by
e-mail to: susanna.furu@rocla.com. The notification of participation by e-mail,
mail or by telefax should arrive at the Company before the end of the
notification period. Proxies entitling to exercise shareholders' rights at the
meeting should be forwarded to the Company by the notification date. 

DIVIDENDS

The Board proposes to the Annual General Meeting that a dividend of EUR 0,25
per share be paid for the fiscal year 2007. If the Annual General Meeting
approves of the Board's proposal the record-date for dividend payments is March
31, 2008 and the pay-date April 7, 2008. 

Järvenpää, March 3, 2008 

THE BOARD OF DIRECTORS

Appendix [1]

ROCLA OYJ STOCK OPTIONS 2008

I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The maximum total number of stock options issued shall be 300,000, and they
entitle their owners to subscribe for a maximum total of 300,000 new shares in
the Company or existing shares held by the Company. 

2. Stock Options

On the stock options, 100,000 shall be marked with the symbol 2008A, 100,000
shall be marked with the symbol 2008B and 100,000 shall be marked with the
symbol 2008C. 

The persons, to whom stock options are issued, shall be notified in writing by
the Board of Directors about the offer of stock options. The stock options
shall be delivered to the recipient when he or she has accepted the offer of
the Board of Directors. 

3. Right to Stock Options

The stock options shall be issued gratuitously to the Company's key personnel
and members of the Board of Directors as well as to a fully owned subsidiary of
the Company. The Company has a weighty financial reason for the issue of stock
options, since the stock options are intended to form part of the Company's
incentive and commitment program for the Company's senior management and key
personnel. 

4. Distribution of Stock Options

The Board of Directors shall at its discretion decide upon the distribution of
the stock options to the key personnel employed by or to be recruited by the
Company and the annual general meeting decides upon the distribution of the
stock options to the members of the Board of Directors of the Company. In
maximum 60,000 options will be offered to the members of the Board of
Directors. Up to 20,000 stock options with symbol 2008A shall be issued to
board members elected in 2008, up to 20,000 stock options with symbol 2008B to
board members elected in 2009 and up to 20,000 stock options with symbol 2008C
to board members elected in 2010 . The subsidiary shall be granted stock
options to such extent that the stock options are not distributed to the
Company's key personnel or members of the Board of Directors. 

The Board of Directors shall later decide upon the further granting of the
stock options that were granted to the subsidiary or returned later to the
subsidiary, to the key personnel employed by or to be recruited by the Company. 

5. Transfer of Stock Options and Obligation to Offer Stock Options

The stock options are freely transferable, when the relevant share subscription
period has begun. The Board of Directors may, however, permit the transfer of a
stock option also before such date. The Company shall hold the stock options on
behalf of the stock option recipient until the beginning of the share
subscription period. The stock option recipient has the right to acquire
possession of the stock options when the relevant share subscription period
begins. Should the stock option recipient transfer his or her stock options,
such person is obliged to inform the Company about the transfer in writing,
without delay. 

Should a stock option recipient cease to be employed by or in the service of
the Company, for any reason than the death of a stock option recipient, or the
statutory retirement of a stock option recipient, such person or his/her legal
successor shall, without delay, offer to the Company or its order, free of
charge, the stock options for which the share subscription period specified in
Section II.2 has not begun, on the last day of such person's employment or
service. The Board of Directors can, however, in the above-mentioned cases,
decide that the stock option recipient is entitled to keep such stock options,
or a part of them, which are under the offering obligation. 


Regardless of whether the stock option recipient or his/her legal successor has
offered the stock options to the Company or not, the Company is entitled to
inform the stock option recipient in writing that the stock option recipient
has lost his/her stock options on the basis of the above-mentioned reasons.
Should the stock options be transferred to the book-entry account, the Company
has the right, whether or not the stock options have been offered to the
Company, to request and get transferred all the stock options under the
offering obligation from the stock option recipient's book-entry account to the
book-entry account appointed by the Company, without the consent of the stock
option recipient. In addition, the Company is entitled to register transfer
restrictions and other respective restrictions concerning the stock options to
the stock option recipient's book-entry account, without the consent of the
stock option recipient. 

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to Subscribe for New Shares

Each stock option entitles its owner to subscribe for one new share in Rocla
Oyj. As a result of the share subscriptions, the number of the Company's shares
may be increased by a maximum total of 300,000 new shares. The share
subscription price shall be entered as an increase in the reserve of invested
unrestricted equity. 
The Board of Directors shall have, however, the right to determine that
existing shares held by the Company are used for share subscriptions with equal
terms. 

2. Share Subscription and Payment

The share subscription period shall be

- for stock option 2008A April 1, 2011 - March 31, 2013,
- for stock option 2008B April 1, 2012 - March 31, 2014 and
- for stock option 2008C April 1, 2013 - March 31, 2015.

Share subscriptions shall take place at the head office of Rocla Oyj or
possibly at another location determined later. Payment for the shares
subscribed for shall be made upon subscription. The Board of Directors shall
decide on all measures concerning the share subscription. 

3. Share Subscription Price

The share subscription price shall be

- for stock option 2008A the weighted average price of the Company share during
April 1, 2008- April 30, 2008 with an addition of 10 %, 
- for stock option 2008B the weighted average price of the Company share during
April 1, 2009- April 30, 2009 with an addition of 10 %, and 
- for stock option 2008C the weighted average price of the Company share during
April 1, 2010- April 30 with an addition of 10 %, 2010. 

If the dividend record date falls on the period for determination of the share
subscription price, such dividend shall be added to the trading prices of the
share trading made after the dividend record date, when calculating the trade
volume weighted average quotation of the share. The proceedings shall be
similar, if the Company distributes funds from the non-restricted equity fund
or distributes share capital to the shareholders. 

The share subscription price of the stock options may be decreased in certain
cases mentioned in Section 7 below. The share subscription price shall,
nevertheless, always amount to at least the nominal value of the share. 

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the book-entry
account of the subscriber. 
5. Shareholder Rights

The dividend rights of the shares and other shareholder rights shall commence
when the increase of the share capital has been entered into the Trade
Register. 

6. Share Issues, Stock Options and Other Special Rights for Shares before Share
Subscription 

If the Company, prior to share subscription, decides to issue shares or new
stock options or other special rights entitling to shares, a stock option
holder shall have the same right as, or an equal right to, that of a
shareholder. Equality is reached in the manner determined by the Board of
Directors by adjusting the number of shares available for subscription, the
share subscription price or both of these. 

7. Rights in Certain Cases

If the Company distributes dividends or similar funds from the non-restricted
equity fund, from the share subscription price of the stock options, shall be
deducted the amount of the dividend or the amount of the distributable
non-restricted equity paid after the beginning of the period for determination
of the share subscription price but before share subscription, as per the
dividend record date or the record date of the repayment of equity. 

If the Company reduces its share capital by distributing share capital to
shareholders, from the subscription price of a stock option shall be deducted
the amount of distributable share capital paid after the beginning of the
period for the determination of the subscription price but before the
subscription, as at the record date of repayment of share capital. 

If the Company is placed in liquidation before the share subscription, the
stock option holder shall be given an opportunity to exercise his or her
subscription right before the liquidation begins, within a period of time
determined by the Board of Directors. If the Company is removed from the
register prior to the share subscription, the option holder has the same or
equal rights with a shareholder. 

If the Company resolves to merge in another company as the company being
acquired or in a company to be formed in a combination merger or if the Company
resolves to be divided, the stock option owner shall, before the merger or
division, be given the right to subscribe for the shares with his or her stock
options, within a period of time determined by the Board of Directors. After
such date no subscription right shall exist. In the above situations, the stock
option owners shall have no right to require that the Company redeem the stock
options from them at their market value. 

If the Company resolves to merge in another company as the company acquiring
the other company the terms and conditions of the subscription remain
unchanged. 

If the Company, after the beginning of the share subscription period, resolves
to acquire or to redeem its own shares by an offer made to all shareholders,
the stock option owners shall be made an equivalent offer. In other cases,
acquisition or the redemption of the Company's own shares or stock options or
other special rights entitling to shares by the Company, shall not affect the
position of stock option holders. 

If a redemption right and obligation to all of the Company's shares, as
referred to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any
of the shareholders, prior to the end of the share subscription period, on the
basis that a shareholder possesses over 90% of the shares and the votes of the
shares of the Company, the stock option owners shall be given a possibility to
use their right of share subscription by virtue of the stock options, within a
period of time determined by the Board of Directors. A shareholder who
possesses over 90% of the shares and the votes of the shares of the Company has
the right to buy the stock option owner's stock options and when a shareholder
exercises this right the stock option owner is under obligation to sell them to
the shareholder for market value. 

III OTHER MATTERS

These terms and conditions shall be governed by the laws of Finland. Disputes
arising in relation to the stock options shall be settled by arbitration in
accordance with the Arbitration Rules of the Central Chamber of Commerce by one
single arbitrator. 

The Board of Directors may decide on the transfer of the stock options to the
book-entry account at a later date compared earlier mentioned and make also
other such technical amendments and specifications, which are not considered
essential, to these terms and conditions. 

Other matters related to the stock options shall be decided on by the Board of
Directors and it may impose binding rules on stock option recipients. 

If the stock option owner acts against these terms and conditions, or against
any decisions, orders, or instructions given by the Company or against
applicable laws and regulations of the authorities, the Company shall be
entitled to withdraw the stock options which have not been transferred, or with
which shares have not been subscribed for free of charge. 

The stock options shall not constitute a part of employment or service contract
of a stock option recipient, and they shall not be regarded as salary or fringe
benefit. Stock option recipients shall have no right to receive compensation on
any grounds, on the basis of stock options, during employment or service or
thereafter. 

Stock option recipients shall be liable for all taxes and tax-related
consequences arising from receiving or exercising stock options. 

The Company can keep a register of stock option owners, including stock option
owners' personal data. The Company can send information on the stock options to
the stock option owners by email. 

These terms and conditions have been made in Finnish and in English. In the
case of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions shall prevail.