The enclosed Schedule 14D-9 contains a complete discussion of these and other significant factors contributing to your Board’s recommendation. For the reasons described above and in the enclosed Schedule 14D-9, your Board of Directors unanimously recommends that you REJECT MR. ICAHN’S OFFER and NOT TENDER your shares pursuant to the Offer.

We urge you to read the Schedule 14D-9 carefully and in its entirety so you will be fully informed as to your Board’s recommendation. If you have questions concerning the Oshkosh Schedule 14D-9 or need additional copies of the Company’s publicly filed materials, please contact our proxy solicitor, Innisfree M&A Incorporated, at (877) 750-9499 (Toll Free).

We appreciate your continued support as we work to protect your investment and create value for all Oshkosh shareholders.

Sincerely,
Richard M. Donnelly

Chairman of the Board
 

Charles L. Szews

Chief Executive Officer
 

Board Adopts Shareholder Rights Plan

Oshkosh also announced that its Board of Directors has adopted a shareholder rights plan (the “Rights Plan”) and declared a dividend of one right on each outstanding share of the Company’s common stock.

The Rights Plan is intended to enable all shareholders to realize the long-term value of their investment in the Company and to protect them from unfair or coercive takeover tactics. The Rights Plan is intended to deter such tactics and provide the Board of Directors of the Company with sufficient time to consider any and all alternatives to such tactics and does not prevent the Board from considering or accepting an offer for the Company if the Board believes such action is fair, advisable and in the best interests of the Company’s shareholders. The Board of Directors of the Company deemed the adoption of the Rights Plan in the best interests of the Company and its shareholders.

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