Enclosures to the agenda for the 96th Ordinary
General Meeting of Forbo Holding Ltd
Agenda item 4 – Amendment of the Articles of Association to the
new company law

Table of Contents
Explanation of the Board of Directors

Page 2

1.

Introduction of a capital band

Page 2

2.

Use of digital technologies at the General Meeting

Page 33.

Further amendments to the Articles of Association

Page 3

3.1 Interim dividends

Page 3

3.2 Strengthening the rights of shareholders

Page 3

3.3 Tasks of the Board of Directors

Page 3

3.4 Editorial amendments to the Articles of Association

Page 4

Enclosure A (to agenda item 4.1)

Page 5Introduction of a capital band

Enclosure B (to agenda item 4.2)

Page 7

Use of digital technologies at the General Meeting

Enclosure C (to agenda item 4.3)

Page 8Further amendments to the Articles of Association

Page 1 of 16

Explanation of the Board of Directors on the proposed amendments to the
Articles of Association
Dear shareholders,
The reform of the company law, which was passed by Parliament in June 2020 andsubstantiated by amendments to the Swiss Code of Obligations (CO) and the Commercial
Register Ordinance (HRegV), has been in force since January 1, 2023.
Companies have two years from the entry into force of the new provisions to adapt their
Articles of Association to the new law. The Board of Directors is implementing these newrequirements with the proposed amendments to the Articles of Association.
We are pleased to summarize below the most important provisions in connection with
Forbo Holding Ltd's proposed implementation of the revised company law.
1. Introduction of a capital band
The revised law makes capital increases and decreases more flexible. With the resolution on
the capital band, the General Meeting authorizes the Board of Directors to change the sharecapital within the framework set by the General Meeting and, if necessary, subject to certain
conditions and requirements. This enables the Board of Directors to reduce or increase theshare capital within a range of plus/minus 10 % of the registered share capital within thecapital band within a maximum of five years. In particular, this leads to a more flexible
design and adjustment of the capital structure in connection with a share buyback
program.
The introduction of the capital band is carried out by a publicly notarized resolution of theGeneral Meeting and must be registered in the commercial register. The key data of thecapital band, in particular the lower and upper limits of the capital band, must be set out in
the Articles of Association in terms of amount and deleted from the Articles of Association
at the end of the term. The resolution of the General Meeting must be passed with aqualified resolution (cumulatively at least two-thirds of the votes represented and amajority of the par value of shares represented). The General Meeting may also amend orcancel the capital band during its term.

Page 2 of 16

2. Use of digital technologies at the General Meeting
The revised company law offers more flexibility in the planning and implementation ofGeneral Meetings with regard to meeting venues and the use of digital technologies,
whereby virtual General Meetings can now also be held if the Articles of Association
provide a corresponding basis for this. Although there are currently no plans to holdGeneral Meetings virtually, a corresponding revision of the Articles of Association is being
proposed as a precautionary measure as part of this amendment to the Articles of
Association.
3. Further amendments to the Articles of Association
3.1

Interim dividends

The new company law also stipulates that interim dividends can be distributed.
Determining the interim dividend and approving the interim accounts required for this are
now among the inalienable powers of the General Meeting.
3.2

Strengthening the rights of shareholders

The required share quota for the right to request the convening of an Extraordinary General
Meeting was reduced from 10 % to 5 %; the share quota for requesting the inclusion of
agenda items was reduced from 1 % to 0.5 %.
Each shareholder can now be represented at the General Meeting by any third party.
3.3

Tasks of the Board of Directors

In addition to monitoring the balance sheet situation regarding a possible loss of capital,
the law now also expressly provides for the duty to monitor the solvency, i.e. the liquidity of
the company. If the company threatens to become insolvent, the Board of Directors musttake measures to ensure its solvency. If necessary, the Board of Directors must take further
measures to restructure the company or propose such measures to the General Meeting,insofar as they fall within the competence of the General Meeting. If necessary, the Board of
Directors must even submit an application for a debt restructuring moratorium.

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3.4

Editorial amendments to the Articles of Association

Finally, the Board of Directors is making further amendments to the Articles of Associationand editorial changes due to the revised company law.

A complete version of the current and revised Articles of Association can be found on our
website at https://www.forbo.com/en-gl/investors/ordinary-general-meeting/.

Forbo Holding Ltd
On behalf of the Board of Directors

This E. Schneider
ChairmanPage 4 of 16

Enclosure A
Agenda item 4.1: Introduction of a capital band
CURRENT VERSIONREVISED VERSION[yet non-existent]§4a Capital band:
1

The Board of Directors is entitled, at any time anduntil December 31, 2028, to apply one or several
increases and/or reductions to the share capital
within the upper limit of CHF 163,350.00, i.e.
1,633,500 registered shares each with a par valueof CHF 0.10 and the lower limit of
CHF 133,650.00, i.e. 1,336,500 registered shareseach with a par value of CHF 0.10. Capital
reductions may be made via a reduction of thepar value of the shares as well as the cancellationof shares.

2

In the event of a capital increase:
1. the Board of Directors determines the numberof shares, the issue price, the contribution
type, date of issue, conditions for exercising
subscription rights and the commencementof entitlement to dividends. In doing so, theBoard of Directors may issue new shares bymeans of firm underwriting through a bank oranother third party and subsequent offers toprevious shareholders. The Board of Directors
is entitled to limit or exclude any mattersconcerning subscription rights. The Board of
Directors may forfeit subscription rights orplace them or the shares for which thesubscription rights are granted, but not
exercised, under market conditions orotherwise use them in the interests of theCompany;

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CURRENT VERSIONREVISED VERSION[yet non-existent]

2. the Board of Directors is entitled to revoke orlimit the subscription rights of shareholders in
the event of a takeover of the Company, partsof the Company or holdings, as well as in thecase of employee participation, and toallocate subscription rights to individual
shareholders or third parties.
3

Within the framework of this capital band, theBoard of Directors is also entitled to:
1. apply a capital increase via the conversion offree reserves in share capital;
2. implement capital reductions via reductions
in par value up to four times a year and to pay
out the reduction amount to shareholders inline with the Articles of Association.

4

The subscription and acquisition of new shares
and any subsequent transfer of shares will be
subject to the limitations of Clause 6 of these
Articles of Association.

5

The Board of Directors will remove this provisionfrom the Articles of Association upon expiry ofthe duration of the capital band.

Page 6 of 16

Enclosure B
Agenda item 4.2: Use of digital technologies at the General Meeting
CURRENT VERSIONREVISED VERSION[yet non-existent]§9a Venue
The Board of Directors shall determine the venue
for the General Meeting. The Board may further
decide that:
1. the General Meeting be conducted atalternative locations at the same time;
2. shareholders, who are not present at theGeneral Meeting venue, may exercise theirrights electronically;
3. the General Meeting be held with no venue
by electronic means.

§12 Eligibility and representation§12 Eligibility and representation; Use ofelectronic means[yet non-existent]

6§14 Voting procedure§14 Voting procedure[yet non-existent]

4

The Board of Directors regulates the use ofelectronic means on the occasion of hybrid or
virtual General Meetings. It ensures that:
1. the identity of the participants is established;
2. oral contributions in the General Meeting aretransmitted immediately;
3. each participant can table motions andparticipate in the debate;
4. the result of the vote cannot be falsified.

Should substantial technical issues on the part of
the Company arise during a hybrid or virtual
General Meeting, with the result that the General
Meeting cannot be duly conducted, the meetingmust be held again. Resolutions passed by theGeneral Meeting prior to the occurrence oftechnical issues shall remain valid.

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Enclosure C
Agenda item 4.3: Further amendments to the Articles of Association
CURRENT VERSIONREVISED VERSION§4 Conditional share capital§4 Conditional share capital1

The registered capital of the Company
will be increased by the issue of a
maximum of 166,450 registered shares
to be fully liberated each with a parvalue of CHF 0.10 up to a maximum
amount of CHF 16,645 by the exercise of
option or conversion rights to be
granted in connection with loan
obligations to the Company or one of its
subsidiaries, and by the exercise of
option rights to be granted to theshareholders.

1

The registered capital of the Company will be
increased by the issue of a maximum of 166,450
registered shares to be fully liberated each with apar value of CHF 0.10 up to a maximum amountof CHF 16,645 by the exercise of option orconversion rights to be granted in connection
with loan obligations to the Company or one ofits subsidiaries (not more than 133,160 registeredshares), and by the exercise of option rights to be
granted to the shareholders (not more than
32,290 registered shares).

3

The conditions for options orconversions will be established by the
Board of Directors. When granting
option or conversion loans, the Board of
Directors may remove the shareholders’right of pre-emption on compelling
grounds within the meaning of Article
653c Paragraph 2 CO. In that event, thestructure, duration and amount of theloan must be established by the Boardof Directors in accordance with market
conditions at the time of granting.

3

The conditions for options or conversions will beestablished by the Board of Directors. When
granting option or conversion loans, the Board of
Directors may remove the shareholders’ right ofpre-emption on compelling grounds within themeaning of Article 653c Paragraph 23 CO. In thatevent, the structure, duration and amount of theloan must be established by the Board of
Directors in accordance with market conditions
at the time of granting.

5

The exercise of conversion or option rights andwaiving of said rights must be made in writing orelectronically[yet non-existent]

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CURRENT VERSIONREVISED VERSION§5 Shares§5 Shares

8

The Company in General Meetings may
convert registered shares into bearer
shares and bearer shares into registeredshares by amendment of the Articles of
Association§6 Share register, restrictions ofregistration and Nominees
2

On request, acquirers of registeredshares will be registered as shareholders
with voting rights in the share register ifthey expressly declare that they haveacquired the shares in their own nameand for their own account. If theacquirer is not prepared to make such a
declaration, registration with voting
rights may be refused.

8

The Company in General Meetings may convert
registered shares into bearer shares and bearer
shares into registered shares by amendment of
the Articles of Association.

§6 Share register, restrictions of registration
and Nominees
2

On request, acquirers of registered shares, which
may also be transferred electronically, will be
registered as shareholders with voting rights inthe share register if they expressly declare that (i)they have acquired thethose registered shares intheir own name and for their own account, (ii) noagreements exist regarding the redemption or
return of those registered shares, (iii) they bear all
risks associated with the shares and (iv) thereporting obligations pursuant to the Swiss
Financial Market Infrastructure Act of 19 June2015 have been fulfilled. If the acquirer is notprepared to make such a declaration, registration
with voting rights may be refused.

§8 Powers§8 Powers

The most senior authority for theCompany is the General Meeting, which
has the following unassignable powers:

The most senior authority for the Company is theGeneral Meeting, which has the following
unassignable powers:

3. Approval of the management report
and the Group Accounts;

3. Approval of the management report, and theGroup Accounts and further reports to besubmitted to the General Meeting;[yet non-existent]

5. Establishment of interim dividends andapproval of the necessary interim accounts;

Page 9 of 16

CURRENT VERSIONREVISED VERSION[yet non-existent]

6. Passing resolutions on repaying the statutory
capital reserves;

5. [...]

5.7.

[new numbering]

6. [...]

6.8.

[new numbering][yet non-existent]

9. Delisting the equity securities of the Company;

7. [...]

7.10. [new numbering]§9 Convocation and agenda items§9 Convocation and agenda items

2

The Ordinary General Meeting will takeplace annually within six months of theend of the financial year. The Annual
Report, the Remuneration Report
including the Audit Certificate and the
Auditors Report must be made available
for inspection by the shareholders at theregistered office of the company at least
20 days prior to the Ordinary General
Meeting. The availability of the reports
should be referred to in the notice of
the General Meeting.

2

The Ordinary General Meeting will take place
annually within six months of the end of thefinancial year. The Annual Report, theRemuneration Report including the Audit
Certificate and the Auditors Report must be
made available for inspection by theshareholders at the registered office of thecompany at least 20 days prior to the Ordinary
General Meeting. The availability of the reports
should be referred to in the notice of the General
Meeting.

3

Extraordinary General Meetings will becalled as often as necessary, in particularin the events provided for by law. The
Board of Directors will call an
Extraordinary General Meeting byresolution of the General Meeting or if
one or more shareholders who
represent at least 10% of registeredcapital so request in writing, giving thereasons for calling the meeting and theagenda items.

3

Extraordinary General Meetings will be called asoften as necessary, in particular in the events
provided for by law. The Board of Directors willcall an Extraordinary General Meeting byresolution of the General Meeting or if one ormore shareholders who collectively represent atleast 10%5 % of registered capital or votes sorequest in writing, giving the reasons for callingthe meeting and the agenda items.

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CURRENT VERSION

4

Shareholders, who collectively represent at least
1%0,5 % of the registered capital or votes, may
request items to be listed on the agenda. An
appropriate written request setting out the
proposals must be submitted to the Board of
Directors at least 45 days prior to the meeting.

[yet non-existent]

5

The Annual Report and the Auditor’s Report must
be made accessible to shareholders at least 20
days prior to the General Meeting. Should it not be
possible to access the documents electronically,each shareholder can request the prompt delivery
thereof.

§10 Form of the convocation§10 Form of the convocation

4

Shareholders, who represent at least 1%of the registered capital, may request
items to be listed on the agenda. An
appropriate written request setting out
the proposals must be submitted to theBoard of Directors at least 45 days prior
to the meeting.

REVISED VERSION

1The General Meeting will be called by
way of a one-time publication in the
Swiss Official Gazette of Commerce atleast 20 days before the day of themeeting. The convocation can also
occur via non-registered letter to theaddresses entered in the share registeror, at the request of the registeredshareholders, electronically.

1

The Convocation to the General Meeting will becalled by way of a one-time publication in the
Swiss Official Gazette of Commerce at least 20
days before the day of the meeting in themanner prescribed in Clause 32 concerning
correspondence to shareholders The
convocation can also occur via non-registeredletter to the addresses entered in the shareregister or, at the request of the registeredshareholders, electronically.

2

The notice of the meeting must containthe items for discussion and proposals
by the Board of Directors and theshareholders seeking a General Meetingor the listing of an item on the agenda
and, in the case of elections, the namesof the candidates.

2

The following information must be included in
the notice of convening the meeting: must
contain the items for discussion and proposals by
the Board of Directors and the shareholders
seeking a General Meeting or the listing of an
item on the agenda and, in the case of elections,the names of the candidates.

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CURRENT VERSIONREVISED VERSION
1. the date, the starting time, the form and thelocation of the general meeting;
2. the business to be discussed;
3. the motions of the board of directors and ashort explanation for these motions;
4. if applicable, the shareholders’ motions with ashort explanation of each;
5. the name and the address of the independent
voting representative.

3

Resolutions may not be passed in
respect of agenda items which are notsubmitted in this way, subject to theconditions governing universal
meetings, with the exception of
proposals for calling an Extraordinary
General Meeting or to carry out a special
audit.

§12 Eligibility and representation

3

Resolutions may not be passed in respect ofproposals which have not been announced on
the agenda, with the exception of proposals forcalling an Extraordinary General Meeting or tocarry out a special audit and to elect a statutory
auditor. Resolutions may not be passed in
respect of agenda items which are not submitted
in this way, subject to the conditions governing
universal meetings, with the exception of
proposals for calling an Extraordinary General
Meeting or to carry out a special audit.

§12 Eligibility and representation; Use ofelectronic means

1

At General Meetings, every share carries
one vote.

1

At General Meetings, every share registered in
the share register on the definitive reference datecarries one vote.

3

Every shareholder may be represented
by its statutory representative or
another shareholder. If the representative is not a statutory representative, hemust be identified by a written proxy.

3

Every shareholder may be represented by its
statutory representative or another shareholder athird party. If the representative is not a statutory
representative, he must be identified by a writtenproxy.

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CURRENT VERSIONREVISED VERSION§14 Voting procedure§14 Voting procedure2

Votes and elections will be held either
openly (on a show of hands), secretly orelectronically. In principle, votes andelections will be held electronically,
unless the General Meeting resolves tohold them secretly or open or if the
Chairman so decides.

2

Votes and elections will be held either openly (ona show of hands), secretly or electronically. In
principle, votes and elections will be heldelectronically, unless the General Meeting
resolves to hold them secretly or open or if the
Chairman so decides.

3

The Chairman may order an election ora vote to be repeated either secretly orelectronically if, in his mind, there is any
doubt about the result of the vote. Inthat event, the initial election or votewill be deemed not to have taken place

3

The Chairman may order an election or a vote to
be repeated either secretly or electronically if, in
his mind, there is any doubt about the result of
the vote. In that event, the initial election or votewill be deemed not to have taken place§16 Formation, meetings andresolution
5

Resolutions can also be made by way ofcirculars, or by telegram, fax, e-mail oranother form of transmission whichenables written proof to be provided,
unless any one member requires theBoard to meet in person.

§17 Responsibilities
2

[...]

8. Notification of the judge in case of overindebtedness.

§16 Formation, meetings and resolution
5

Resolutions can also be made by way of circulars,
or by telegram, fax, e-mail or another form oftransmission which enables written proof to beprovided, unless any one member requires theBoard to meet in person.

§17 Responsibilities
2

8.

[...]
Filing an application for a debt restructuringmoratorium and notification Notification of thejudge court in case of over-indebtedness.

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CURRENT VERSIONREVISED VERSION§22 Mandates outside the ForboGroup§22 Mandates outside the Forbo Group

1

Members of the Board of Directors are
permitted to hold a maximum of five
mandates in listed legal entities andtwenty mandates in non-listed legal
entities.

1

Members of the Board of Directors are permitted
to hold a maximum of five sixteen mandates
outside the Forbo Group, thereof not more than
five mandates in listed legal entities and a total ofeight twenty mandates in non-listed legal
entities subject to ordinary audit.

2

Members of the Executive Board are
permitted to hold a maximum of two
mandates in listed legal entities andseven mandates in non-listed legal
entities. Members of the Executive
Board require the advance consent of
the Board of Directors before accepting
any mandates.

2

Members of the Executive Board are permitted tohold a maximum of two five mandates outside
the Forbo Group, thereof not more than one
mandate in a listed legal entity entities and a
total of two seven mandates in non-listed legal
entities subject to ordinary audit. Members of the
Executive Board require the advance consent of
the Board of Directors before accepting any
mandates.

3

Mandates in the most senior
management or administration bodies
of legal entities that require entry into
the commercial register or comparable
foreign registers, and which are not partof the Forbo Group, is considered amandate in the sense of this Clause.
Mandates in companies that areassociated with one another outside theForbo Group are in each case viewed as
one mandate.

3

Mandates in the most senior management oradministration bodies of legal entities that
require entry into the commercial register orcomparable foreign registers, and in comparable
positions in other undertakings with commercial
objects which are not part of the Forbo Group,
are considered a mandate in the sense of thisClause. Mandates in companies that areassociated with one another outside the ForboGroup are in each case viewed as one mandate.

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CURRENT VERSIONREVISED VERSION§23 The Statutory Auditor§23 The Statutory Auditor

4

The Statutory Auditor will be appointed
for one financial year. The appointment
will end on the date of approval of thelast annual accounts. The Statutory
Auditor may be re-appointed. The
Statutory Auditor may be dismissed at
any time without notice.

4

The Statutory Auditor will be appointed for one
financial year. The appointment will end on thedate of approval of the last annual accounts. The
Statutory Auditor may be re-appointed. The
Statutory Auditor may only be dismissed forgood cause at any time without notice.

§24 Approval of the remuneration§24 Approval of the remuneration[yet non-existent]

5§26 Principles regarding fixed andvariable remuneration and theallocation of participation rights of theCompany§26 Principles regarding fixed and variable
remuneration and the allocation ofparticipation rights of the Company

2[...]. The remuneration under long-term
incentive plans may be a maximum of
100% of the fixed remuneration of therespective member of the Executive
Board. [...].

§27 Loans, credits and benefits beyond
occupational pensions
1

The Company may pay members of the
Executive Board loans, credits andbenefits beyond occupational pensions
up to a maximum amount equal to theannual remuneration of the relevant
member.

2

The Remuneration Report must be submitted to
the General Meeting for an advisory vote.

[...].The remuneration under long-term incentive
plans may be a maximum of 100%200 % of the
fixed remuneration of the respective member ofthe Executive Board. [...].

§27 Loans, credits and benefits beyond
occupational pensions
1

The Company may pay current and former
members of the Executive Board loans, credits
and benefits beyond occupational pensions up
to a maximum amount equal to the annual
remuneration of the relevant member.

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CURRENT VERSIONREVISED VERSION§29 Distribution of Profits§29 Distribution of Profits

2

Dividends which are not drawn will beat the Company’s disposal after five
years.

§32 Notices

2

Dividends, interim dividends and repayments ofstatutory capital reserves which are not drawn
will be at the Company’s disposal after five years.

§32 Notices

1

The official body of publication for theCompany is the Swiss Official Gazette ofCommerce. The Board of Directors may
also appoint other publishing bodies.

1

The official body of publication for the Company
is the Swiss Official Gazette of Commerce. The
Board of Directors may also appoint otherpublishing bodies.

2

Notices to shareholders will be given by
publication in the official body of
publication of the Company, to theextent no provision is made by law for
another form of notice. Written notices
to the shareholders will be given by
ordinary letter to the address shown inthe share register.

2

Notices to shareholders will be given by
publication in the official body of publication of
the Company, to the extent no provision is madeby law for another form of notice. Written notices
to the shareholders will be given by ordinary
letter to the address shown in the share register.

3

Notices to individual shareholders canalso occur electronically if their written
permission has been obtained.

3

Notices to individual shareholders can also occur
electronically if their written permission has beenobtained.

Convocations and correspondence to shareholders
may, at the Board of Directors’ option, be renderedeffective by means of publication in the Swiss
Official Gazette of Commerce, by letter or e-mail orin any other form, which acts as proof by text, tothe shareholder contact details last entered in theshare register.

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