Minutesof the 88th Ordinary General Meeting of

Forbo Holding Ltd
held on April 29, 2016, at 2.30 p.m. at Casino Zug1

This E. Schneider, Executive Chairman of the Board of Directors, opens the meeting and takes thechair.
The Chairman initially explains that elections and votes will at this General Meeting be heldelectronically and he explains the handling of the electronic voting device. He then summarizes thecourse of business as well as the financial results of the past business year. Stephan Bauer, CEO,
presents the operational development of both divisions in 2015 and the main focus areas and topics
for the 2016 business year.
Before moving on to the statutory part of the General Meeting, the Chairman offers the shareholders
the opportunity to comment the statements made or to make general statements not connected witha particular agenda item and he points out that the further course of the meeting will be recorded on
tape.

Request to speak from Mr. Albert Huber from Brussels:
Mr. Huber would like to know more about Forbo’s main competitors, the production share in Switzerland
compared to the one abroad, where the once numerous Dutch members of the Executive Board were andwhether Forbo, in view of the strong Swiss Franc, intends to relocate production.
The Chairman explains that the competitive situation of Movement Systems is difficult to assess as many of thecompetitors are privately held companies and hence no comparable figures are available. Nevertheless it canbe said that in 2015 Forbo presumably has especially in growth markets where Forbo has production sites,
gained market shares. The assessment of Flooring Systems’ competitive situation is difficult too, as there are
only a few comparable competitors and one of them filed for insolvency a year ago and another one developed
similarly to Forbo. The Chairman continues and explains that Forbo’s production share in Switzerland amounts
to approximately two to three percent. In Giubiasco, special vinyl floor coverings are produced while special
power transmission belts are produced in Wallbach. The Chairman emphasizes that Forbo is a Swiss but also a
global company. The Chairman with regards to the relocation of production mentions that Forbo does notintend to relocate activities abroad but that it became challenging to export products from Switzerland. This
however has been compensated through focusing on the production of rather premium products in
Switzerland and mass production for instance in China. Regarding the composition of the Executive Board, theChairman explains that the company’s structure was remodeled in 2004/05 based on the change of strategy
and that the divisional managers are now located at the main production sites, for example in the Netherlands.
The Chairman points out that Forbo has a very international Executive Board. Upon request whether allquestions are answered, Mr. Huber confirms this.

As no other shareholders takes the floor, the Chairman continues with the statutory part and states
that:

1



the invitation with the agenda of the meeting was published in the Swiss Official Gazette ofCommerce on April 8, 2016;

the invitation, a summary of the 2015 Annual Report and afterwards the admission cards
were directly sent to the addresses of the shareholders known to Forbo Holding Ltd;

the Annual Report and the reports of the Statutory Auditor have been available for inspection
at the registered office of Forbo Holding Ltd as from April 7, 2016;

This is an unofficial translation of the German original. The minutes are available for inspection at the registered office of thecompany.

Forbo Holding Ltd – Ordinary General Meeting 2016 – Minutes (unofficial translation)

Page 1 of 9and that the 88th Ordinary General Meeting was duly convened and no requests by shareholders havebeen received.
The Chairman designates Mr. Karim Hanna, Head Corporate Legal Services, as Secretary according toClause 11 Paragraph 2 of the Articles of Association and asks Ronnie Müller, Credit Suisse, Michael
Keller, UBS AG and Holger Reichert, Basler Kantonalbank, to act as tellers. He explains that the tellers
will step in if the electronic voting systems would fail. René Peyer, Attorney-at-Law and Notary Publicin Zug is present as independent proxy. The Chairman further welcomes the present representativesof the Statutory Auditor, KPMG Ltd in Zurich, Rolf Hauenstein und Regula Tobler as well as Rahel
Merenda, Attorney-at-Law and Notary Public in Baar.
The Chairman then states that the Ordinary General Meeting is duly constituted and according toClause 13 of the Articles of Association competent to pass resolutions, irrespectively of the number ofshareholders present and the amount of share capital represented.
No objection is raised against these findings.
The Secretary presents the attendance figures2, stating that 109 shareholders are present and thatfrom the total share capital of CHF 199,000.00, divided into 1,990,000 shares with a par value of
CHF 0.10 each, a total of 1,316,196 registered shares with a par value of CHF 0.10 each are represented
and belong to the following categories:a)

Shareholders: 14,068 registered shares with a par value of CHF 0.10 each;b)

Independent proxy: 1,302,128 registered shares with a par value of CHF 0.10 each;and then announces that shares held by the company have no voting rights and are therefore notrepresented at the General Meeting.
The Chairman then moves on to the agenda items:
Agenda item 1:

A.

Annual Report, annual statements and consolidated financial statements
for the 2015 business year and receipt of the reports of the Statutory
Auditor

Proposal of the Board of Directors

The Chairman states that the Board of Directors proposes to approve the Annual Report, theannual statements and the consolidated financial statements for the 2015 business year and toreceive the reports of the Statutory Auditor.
The Chairman continues to vote on agenda item 1 as there were no requests to speak.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.

Agenda item 2:
A.

Discharge of the members of the Board of Directors and the Executive
Board

Proposal of the Board of Directors

The Board of Directors proposes to grant discharge to the members of the Board of Directors andthe Executive Board for the 2015 business year.
The Chairman briefly explains the consequences of the discharge and points out that themembers of the Board of Directors and persons who have been involved in the company’s

2

The presented attendance reflects the figures as at 2.43 pm.

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management are excluded from the right to vote in connection with agenda item 2 and that
therefore the number of represented shares and the absolute majority is reduced accordingly.
The Chairman offers shareholders the opportunity to comment on agenda item 2 and, as nobody
takes the floor, proceeds to the vote on the discharge of the members of the Board of Directors
and the Executive Board altogether.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.

Agenda item 3:

A.

Appropriation of available earnings, allocation from the general capital
contribution reserves to free capital contribution reserves andwithholding tax-free distribution of a dividend from free capital
contribution reserves

Proposal of the Board of Directors

The Chairman states that the Board of Directors proposes to the General Meeting to distribute a
withholding tax-free repayment of capital contribution reserves in the amount of CHF 29,043,786
out of the available earnings in the amount of CHF 231,827,625 (consisting of the net profit 2015of CHF 211,569,033, retained earnings of CHF 227,049,935, release of general capital contribution
reserves in the amount of CHF 29,043,786 less the value of treasury shares in the amount of
CHF 235,835,129) and to carry forward onto new account CHF 202,783,839. This would result in a
dividend in the amount of CHF 17 per registered share qualified for dividend with a par value of
CHF 0.10. The Chairman explains that for shares held by Forbo Holding Ltd or its subsidiaries, norepayment of capital contribution reserves will be distributed which is why the amountdefinitively specified for the release of general capital contribution reserves and the withholding
tax-free distribution may change due to changes in the amount of treasury shares held at the dayof determination of the qualification for dividend.
The Chairman opens the discussion on agenda item 3.

Request to speak from Mr. Albert Huber from Brussels:
Mr. Huber would like to know how long Forbo could maintain the favorable distribution from capital
contribution reserves, whether the Board of Directors intends to cancel a part of its large holding oftreasury shares and whether the dividend could be increased at the next General Meeting.
The Chairman answered the first question to the effect that this is the last distribution purely made from
capital contribution reserves and that next year a part will need to be distributed as ordinary dividend.
With regards to the question about cancelation of treasury shares the Chairman refers to the following
agenda item. The Chairman finally explains that a dividend increase can’t be excluded but he emphasizes
that the Board of Directors will in spring 2017 and based on the results for 2016 decide what he willpropose to the next General Meeting.

As no other shareholder takes the floor, the Chairman proceeds to the vote on agenda item 3.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman mentions that dividends will be paid as of May 6, 2016.

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Agenda item 4:A.

Capital reduction as a result of the share buyback program andcorresponding amendment to the Articles of Association

Proposal of the Board of Directors

The Board of Directors proposes to pass the following resolutions:a) The ordinary share capital of the company of CHF 199,000.00 shall be reduced by
CHF 19,000.00 to CHF 180,000.00 by way of canceling 190,000 shares with a par value of
CHF 0.10 each that were acquired under the share buyback program approved by theOrdinary General Meeting on April 24, 2015, in the period from September 10, 2015, toDecember 23, 2015. The amount of the capital reduction will be used to reduce the account”treasury shares” (negative item in the position ”shareholders' equity”) as referred to in
Article 959a Paragraph 2 Clause 3 Litera e of the Swiss Code of Obligations (CO) in the amountof the actual capital reduction.
b) As a result of the audit report of the accredited audit expert KPMG Ltd pursuant with
Article 732 Paragraph 2 CO it is to be declared that the claims of the creditors remain fully
covered even after the reduction of the share capital.
c) On implementation of the reduction in share capital Clause 3 of the Articles of Association is
to be amended in accordance with the following wording (changes in bold):“The share capital of the company is CHF 180,000.00 and is divided into 1,800,000 fully paid
up registered shares with a par value of CHF 0.10 each.”d) The Board of Directors is to be instructed to carry out the resolutions of the Ordinary General
Meeting, in particular to give appropriate notice to the creditors by publishing them threetimes in the Swiss Official Gazette of Commerce (”Schweizerisches Handelsamtsblatt”) in
accordance with Article 733 CO, and to conduct the application to the Commercial Register
following completion of the reduction.
The Chairman offers shareholders the opportunity to comment on agenda item 4 and, as nobody
takes the floor, proceeds to the vote on agenda item 4.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman points out that due to statutory provisions the capital reduction is expected to beregistered in the Register of Commerce by mid July 2016.

Agenda item 5:

Approval of remunerations

The Chairman explains that the Ordinary General Meeting will separately and with binding effectvote on the remunerations to be paid to the Board of Directors and the Executive Board as well as
on a consultative basis vote on the remuneration report.
Agenda item 5.1:
A.

Consultative vote on the 2015 remuneration report

Proposal of the Board of Directors

The Chairman explains that the shareholders are again given the opportunity to vote on the
remuneration report in a consultative vote. The Board of Directors proposes to approvingly takenote of the 2015 remuneration report in a consultative vote. As nobody requests to speak, theChairman proceeds to the vote on agenda item 5.1.

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B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a clear majority.
No objection is raised against this statement.
Agenda item 5.2:
A.

Approval of the variable remuneration for the Executive Board for 2015

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the variable remuneration to be paid
to the Executive Board for the 2015 business year of CHF 830,000 (including thereon accumulated
old-age and survivor's contributions contained in column ”Other remuneration” in the 2015
remuneration report). As nobody requests to speak, the Chairman proceeds to the vote on
agenda item 5.2.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
Agenda item 5.3:
A.

Approval of the maximum total remuneration for the Board of Directors
for 2017

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the maximum total remuneration to
be paid to the Board of Directors for the 2017 business year of CHF 4,000,000 (including usualsocial insurance contributions, the private company car use as well as lump sum or local
expenses). As nobody requests to speak, the Chairman proceeds to the vote on agenda item 5.3.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
Agenda item 5.4:

A.

Approval of the maximum fixed remuneration for the Executive Board for
2017

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the maximum fixed remuneration to
be paid to the Executive Board for the 2017 business year of CHF 2,300,000 (including usual social
insurance and pension fund contributions as well as private company car use). As nobody
requests to speak, the Chairman proceeds to the vote on agenda item 5.4.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.

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Agenda item 6:

Elections to the Board of Directors

The Chairman explains that the General Meeting has to elect the members as well as the
Chairman of the Board of Directors individually and that each election will be valid until the closeof the next Ordinary General Meeting.
Agenda item 6.1:
A.

Re-election of This E. Schneider as Executive Chairman of the Board of
Directors

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect him as a member and Executive Chairman of the Board of Directors. As nobody requests to
speak, a vote is taken on the re-election of This E. Schneider.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
This E. Schneider accepts the election.

Agenda item 6.2:
A.

Re-election of Dr. Peter Altorfer as a member of the Board of Directors

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect Dr. Peter Altorfer as a member of the Board of Directors. As nobody requests to speak, a voteis taken on the re-election of Dr. Peter Altorfer.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman congratulates Dr. Peter Altorfer on this excellent result. Dr. Peter Altorfer accepts
the election.
Agenda item 6.3:
A.

Re-election of Michael Pieper as a member of the Board of Directors

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect Mr. Michael Pieper as a member of the Board of Directors. As nobody requests to speak, avote is taken on the re-election of Michael Pieper.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman congratulates Michael Pieper on this excellent result. Michael Pieper accepts theelection.

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Agenda item 6.4:
A.

Re-election of Claudia Coninx-Kaczynski as a member of the Board of
Directors

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect Mrs. Claudia Coninx-Kaczynski as a member of the Board of Directors. As nobody requests to
speak, a vote is taken on the re-election of Claudia Coninx-Kaczynski.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman congratulates Claudia Coninx-Kaczynski on this excellent result. Claudia ConinxKaczynski accepts the election.
Agenda item 6.5:
A.

Re-election of Dr. Reto Müller as a member of the Board of Directors

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect Dr. Reto Müller as a member of the Board of Directors. As nobody requests to speak, a vote istaken on the re-election of Dr. Reto Müller.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman congratulates Dr. Reto Müller on this excellent result. Dr. Reto Müller accepts theelection.
Agenda item 6.6:
A.

Re-election of Vincent Studer as a member of the Board of Directors

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect Mr. Vincent Studer as a member of the Board of Directors. As nobody requests to speak, avote is taken on the re-election of Vincent Studer.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman congratulates Vincent Studer on this excellent result. Vincent Studer accepts theelection.

Agenda item 7:

Elections to the Remuneration Committee

The Chairman explains that the General Meeting elects the members of the Remuneration
Committee individually and that each election will be valid until the close of the next Ordinary
General Meeting.

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Agenda item 7.1:
A.

Re-election of Dr. Peter Altorfer as a member of the Remuneration
Committee

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect Dr. Peter Altorfer as a member of the Remuneration Committee. As nobody requests to
speak, a vote is taken on the re-election of Dr. Peter Altorfer.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman congratulates Dr. Peter Altorfer on this excellent result. Dr. Peter Altorfer accepts
the election.
Agenda item 7.2:
A.

Re-election of Claudia Coninx-Kaczynski as a member of theRemuneration Committee

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect Mrs. Claudia Coninx-Kaczynski as a member of the Remuneration Committee. As nobody
requests to speak, a vote is taken on the re-election of Claudia Coninx-Kaczynski.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman congratulates Claudia Coninx-Kaczynski on this excellent result. Claudia ConinxKaczynski accepts the election.
Agenda item 7.3:
A.

Re-election of Michael Pieper as a member of the Remuneration
Committee

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes the Ordinary General Meeting to reelect Mr. Michael Pieper as a member of the Remuneration Committee. As nobody requests to
speak, a vote is taken on the re-election of Michael Pieper.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman congratulates Michael Pieper on this excellent result. Michael Pieper accepts theelection.

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Agenda item 8:
A.

Election of the Statutory Auditor

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes that the mandate of KPMG Ltd as
Statutory Auditor be extended for a further year.
As nobody requests to speak, the Chairman proceeds to the vote.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman explains that KPMG Ltd has provided a written acceptance of their election.

Agenda item 9:
A.

Election of the independent proxy

Proposal of the Board of Directors

The Chairman presents the proposal of the Board of Directors to elect René Peyer, Attorney-atLaw and Notary Public in Zug as independent proxy until the close of the next Ordinary General
Meeting. René Peyer is a partner at Schweiger Advokatur und Notariat in Zug and he has provided
a written declaration of independence for the attention of the shareholders of Forbo Holding Ltd.
As nobody requests to speak, the Chairman proceeds to the vote.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved the
proposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman explains that René Peyer has provided a written acceptance of his election.

The Chairman finally announces that the next Ordinary General Meeting will take place on
April 6, 2017, at the Lorzensaal in Cham, and closes the meeting at 3.54 p.m.

Baar, April 29, 2016

The Chairman:

The Secretary:

This E. Schneider

Karim Hanna

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