Minutesof the 90th Ordinary General Meeting ofForbo Holding Ltd
held on April 6, 2018, 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 be held electronically and he explains thehandling of the electronic voting device. He then summarizes the development of business as well as
the financial results of the past business year. Stephan Bauer, CEO, presents the operational
development of both divisions in 2017 and the main focus areas and topics for the 2018 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 related to aparticular agenda item and he points out that the further course of the meeting will be recorded ontape.
As no shareholder takes the floor, the Chairman continues with the statutory part and states that:•the invitation with the agenda of the meeting was published in the Swiss Official Gazette ofCommerce on March 16, 2018;•the invitation, a summary of the 2017 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 March 6, 2018;•and that the 90th Ordinary General Meeting was duly convened and no requests byshareholders have been received.

The Chairman designates Karim Hanna, Head Corporate Legal Services, as Secretary according toClause 11 Paragraph 2 of the Articles of Association and asks Roland Duppenthaler, Zürcher
Kantonalbank, Ronnie Müller, Credit Suisse, Philipp Steinmann, UBS AG and Holger Reichert, Basler
Kantonalbank, to act as tellers. He explains that the tellers will step in if the electronic voting systemfails. The Chairman further welcomes the present representatives of the Statutory Auditor, KPMG Ltdin Zurich, Rolf Hauenstein and Regula Tobler as well as the independent proxy, René Peyer, Attorneyat-Law and Notary Public in Zug.
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 158 shareholders are present and thatfrom the total share capital of CHF 180,000.00, divided into 1,800,000 shares with a par value ofCHF 0.10 each, a total of 1,167,835 registered shares with a par value of CHF 0.10 each are represented
and belong to the following categories:a)b)

Shareholders: 542,750 registered shares with a par value of CHF 0.10 each;
Independent proxy: 625,085 registered shares with a par value of CHF 0.10 each.

1This is an unofficial translation of the German original. The minutes are available for inspection at the registered office of thecompany.

2

The presented attendance reflects the figures as at 2.38 pm.

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The Chairman then moves on to the agenda items:
Agenda item 1:

A.

Annual Report, annual statements and consolidated financial statements
for the 2017 business year and receipt of the reports of the Statutory
Auditor

Proposal of the Board of Directors

The Board of Directors proposes to approve the Annual Report, the annual statements and theconsolidated financial statements for the 2017 business year and to receive the reports of theStatutory Auditor. The Chairman continues to vote on agenda item 1 as there are no requests tospeak.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved theproposal 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 ExecutiveBoard

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 2017 business year.
The Chairman points out that the members of the Board of Directors and persons who have been
involved in the company’s management are excluded from the right to vote in connection withagenda 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 ofthe Board of Directors and the Executive Board. There is no opposition on the proposal of theChairman to discharge all members of Board of Directors and the Executive Board altogether.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved theproposal of the Board of Directors with a large majority.
No objection is raised against this statement.
Agenda item 3:
A.

Appropriation of available earnings

Proposal of the Board of Directors

The Board of Directors proposes a total distribution of CHF 19.00 per registered share andproposes the following appropriation of the available earnings of CHF 407,714,140 (consisting ofthe 2017 net profit of CHF 91,248,219, retained earnings of CHF 420,047,659 less the value oftreasury shares in the amount of CHF 103,581,738): CHF 32,384,436 shall be distributed asordinary dividend of CHF 19.00 per registered share and the amount of CHF 375,329,704 shall becarried forward. The Chairman opens the discussion on agenda item 3. As no 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 theproposal of the Board of Directors with a large majority.
No objection is raised against this statement.

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The Chairman mentions that dividends will be paid as from April 13, 2018.
Agenda item 4:

Approval of remunerations

The Chairman explains that detailed information to the different remunerations can be read in theremuneration report.

Agenda item 4.1:
A.

Consultative vote on the 2017 remuneration report

Proposal of the Board of Directors

The Board of Directors proposes to approvingly take note of the 2017 remuneration report in aconsultative vote. As nobody requests to speak, the Chairman proceeds to the vote on agenda
item 4.1.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved theproposal of the Board of Directors with a large majority.
No objection is raised against this statement.
Agenda item 4.2:
A.

Approval of the maximum total remuneration of the Board of Directors
for 2019

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the maximum total remuneration tobe paid to the Board of Directors for the 2019 business year of CHF 4,000,000 (including the usualsocial insurance contributions, 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 4.2.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved theproposal of the Board of Directors with a large majority.
No objection is raised against this statement.
Agenda item 4.3:

A.

Approval of the maximum fixed remuneration of the Executive Board for
2019

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the maximum fixed remuneration tobe paid to the Executive Board for the 2019 business year of CHF 2,300,000 (including the usualsocial 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 4.3.
B.

Voting result

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

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Agenda item 4.4:
A.

Approval of the short-term variable remuneration of the Executive Boardfor 2017

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the short-term variable remuneration
to be paid to the Executive Board for the 2017 business year of CHF 895,000 (including thereon
accumulated old-age and survivor's contributions contained in column ”Other remuneration” inthe 2017 remuneration report). As nobody requests to speak, the Chairman proceeds to the voteon agenda item 4.4.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved theproposal of the Board of Directors with a large majority.
No objection is raised against this statement.
Agenda item 4.5:
A.

Approval of the maximum long-term participation of the Executive Boardfor 2018 (allocation of future subscription rights)

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the maximum long-term participation(long-term incentive plan 2018 - 2020) to be allocated to the Executive Board for the 2018business year of CHF 240,000 (including the usual social insurance contributions). As nobody
requests to speak, the Chairman proceeds to the vote on agenda item 4.5.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved theproposal of the Board of Directors with a large majority.
No objection is raised against this statement.
Agenda item 5:

Elections to the Board of Directors

The Chairman explains that the General Meeting has to elect the members as well as the Chairman ofthe Board of Directors individually and that each election will be valid until the close of the next
Ordinary General Meeting.
Agenda item 5.1:
A.

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

Proposal of the Board of Directors

The Chairman explains that the Board of Directors proposes to re-elect him as a member andExecutive Chairman of the Board of Directors. As nobody requests to speak, a vote is taken on there-election of This E. Schneider.
B.

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

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Agenda item 5.2:
A.

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

Proposal of the Board of Directors

The Board of Directors proposes to re-elect Dr. Peter Altorfer as a member of the Board ofDirectors. 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 theproposal 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 5.3:
A.

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

Proposal of the Board of Directors

The Board of Directors proposes to re-elect Mr. Michael Pieper as a member of the Board ofDirectors. 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 theproposal 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.
Agenda item 5.4:
A.

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

Proposal of the Board of Directors

The Board of Directors proposes to re-elect Mrs. Claudia Coninx-Kaczynski as a member of theBoard 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 theproposal 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 5.5:
A.

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

Proposal of the Board of Directors

The Board of Directors proposes to re-elect Dr. Reto Müller as a member of the Board of Directors.
As nobody requests to speak, a vote is taken on the re-election of Dr. Reto Müller.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved theproposal of the Board of Directors with a large majority.

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No objection is raised against this statement.
The Chairman congratulates Dr. Reto Müller on this excellent result. Dr. Reto Müller accepts theelection.
Agenda item 5.6:
A.

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

Proposal of the Board of Directors

The Board of Directors proposes to re-elect Mr. Vincent Studer as a member of the Board ofDirectors. As nobody requests to speak, a vote 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 theproposal 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 6:

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.
Agenda item 6.1:
A.

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

Proposal of the Board of Directors

The Board of Directors proposes to re-elect Dr. Peter Altorfer as a member of the RemunerationCommittee. 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 theproposal 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 6.2:
A.

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

Proposal of the Board of Directors

The Board of Directors proposes to re-elect Mrs. Claudia Coninx-Kaczynski as a member of theRemuneration Committee. As nobody requests to speak, a vote is taken on the re-election ofClaudia Coninx-Kaczynski.
B.

Voting result

The Chairman announces after the electronic vote that the General Meeting has approved theproposal 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.

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Agenda item 6.3:
A.

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

Proposal of the Board of Directors

The Board of Directors proposes to re-elect 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 theproposal 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.
Agenda item 7:
A.

Election of the Statutory Auditor

Proposal of the Board of Directors

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 theproposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman explains that KPMG Ltd had provided a written acceptance of election for the eventof its election.
Agenda item 8:
A.

Election of the independent proxy

Proposal of the Board of Directors

The Board of Directors proposes to re-elect René Peyer, Attorney-at-Law and Notary Public in Zug
as independent proxy. The Chairman explains that René Peyer is a partner at Schweiger
Advokatur und Notariat in Zug, that he has provided a written declaration of independence forthe attention of the shareholders of Forbo Holding Ltd and that his election will be valid until theclose of the next Ordinary General Meeting.
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 theproposal of the Board of Directors with a large majority.
No objection is raised against this statement.
The Chairman explains that René Peyer had provided a written acceptance of election for theevent of his election.
The Chairman finally announces that the next Ordinary General Meeting will take place on
April 5, 2019, at the Casino in Zug, and closes the meeting at 3.51 p.m.
Baar, April 6, 2018

The Chairman:

The Secretary:

This E. Schneider

Karim Hanna

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