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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of GenCorp Inc.:
 
The annual meeting of shareholders of GenCorp Inc., an Ohio corporation, will be held on March 28, 2007, at 9:00 a.m. local time, at the Lake Natoma Inn, 702 Gold Lake Drive, Folsom, California 95630, for the following purposes:

1. To consider amending the Company's Amended Articles of Incorporation and the Company's Amended Code of Regulations to declassify the Board of Directors to provide that the Company's Directors are each elected on an annual basis for a term of one year;
2. To consider amending the Company's Amended Articles of Incorporation to provide that Ohio's Control Share Acquisitions Act (O.R.C. Section 1701.831) does not apply to the Company;
3. To consider amending the Company's Amended Articles of Incorporation to provide that Ohio's Interested Shareholders Transactions Law (O.R.C. Section 1704) does not apply to the Company;
4. To consider amending the Company's Amended Code of Regulations to formally provide for the appointment of a non-executive Chairman;
5.  To elect three Directors to serve until (i) the 2010 annual meeting of shareholders if shareholders do not approve Proposal 1 amending the Company's Amended Articles of Incorporation to provide that the Company's Directors are each elected on an annual basis for a term of one year or (ii) the 2008 annual meeting of shareholders if shareholders approve amending the Company's Amended Articles of Incorporation to provide that the Company's Directors are each elected on an annual basis for a term of one year — this amendment requires the affirmative vote of at least 80% of the common shares issued and outstanding as of the record date;
6. To elect six additional Directors to serve until the 2008 annual meeting of shareholders if shareholders approve amending the Company's Amended Articles of Incorporation to provide that the Company's Directors are each elected on an annual basis for a term of one year;
7.  To ratify the Audit Committee's appointment of PricewaterhouseCoopers LLP as independent auditors of the Company for fiscal year 2007; and
8. To consider and act on such other business as may properly come before the annual meeting of shareholders or any adjournments or postponements thereof.

View the entire GenCorp 2007 Proxy Statement
(printer-friendly format).

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