Agenda for the 88th Ordinary General
Meeting of Forbo Holding Ltd

April 29, 2016 at 2.30 p.m. (doors open 2 p.m.)
Casino Zug, Artherstrasse 2, 6300 Zug

flooring. movement.

1. Reporting on the 2015 business year
Annual Report, annual statements and consolidated financial statements for the 2015 business year andreceipt of the reports of the Statutory Auditor
The Board of Directors proposes to approve the Annual Report, the annual statements and the consolidated financial
statements for the 2015 business year and to receive the reports of the Statutory Auditor.
2. Discharge of the members of the Board of Directors and the Executive Board
The Board of Directors proposes to grant discharge to the members of the Board of Directors and the Executive Boardfor the 2015 business year.
3.

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

The Board of Directors proposes to appropriate the available earnings as follows:
Net profit 2015
Retained earnings
Release of general capital contribution reserves
Treasury shares
Total at the Ordinary General Meeting's disposal
Withholding tax-free distribution of CHF 17 per registered share
Balance to be carried forward
Total at the Ordinary General Meeting's disposal

CHF
CHF
CHF– CHF
CHF

211,569,033
227,049,935
29,043,786
235,835,129
231,827,625

CHF
CHF
CHF

29,043,786
202,783,839
231,827,625

Explanatory notes: If the proposal for the appropriation of available earnings is approved, dividends will be paid to all shareholders as of May 6, 2016. No
distribution will be made for the treasury shares held by Forbo Holding Ltd or a subsidiary thereof on the record date, which is why the amount definitively specified for the release of general capital contribution reserves and the withholding tax-free distribution may change.

4.

Capital reduction as a result of the share buyback program and corresponding amendment to the Articlesof Association
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 the Ordinary 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 theposition ”shareholders' equity”) as referred to in Article 959a Paragraph 2 Clause 3 Litera e of the Swiss Code ofObligations (CO) in the amount of 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 inaccordance 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 shareswith 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 three times in the Swiss Official Gazette of Commerce (”Schweizerisches Handelsamtsblatt”) in accordance with Article 733 CO, and to conduct the application tothe Commercial Register following completion of the reduction.

Explanatory notes: Under the share buyback program approved by the Ordinary General Meeting on April 24, 2015, Forbo Holding Ltd bought back atotal of 190,000 shares between September 10, 2015, and December 23, 2015, for a fixed-price and on the second trading line of the SIX Swiss Exchange.
All shares repurchased under this share buyback program are now to be canceled.

5.
Approval of remunerations
5.1 Consultative vote on the 2015 remuneration report
The Board of Directors proposes to approvingly take note of the 2015 remuneration report in a consultative vote.
5.2 Approval of the variable remuneration for the Executive Board for 2015
The Board of Directors proposes to approve the amount of the variable remuneration to be paid to the Executive Boardfor 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).
5.3 Approval of the maximum total remuneration for the Board of Directors for 2017
The Board of Directors proposes to approve the amount of the maximum total remuneration to be paid to the Board ofDirectors for the 2017 business year of CHF 4,000,000 (including usual social insurance contributions, the private company car use as well as lump sum or local expenses).
5.4 Approval of the maximum fixed remuneration for the Executive Board for 2017
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).
Explanatory notes: The relevant information on the remuneration report is to be found in the 2015 Annual Report on pages 75 to 91. In accordance withArticle 18 of the Ordinance against Excessive Remuneration in Listed Public Companies (OaER) and Clause 24 Paragraph 1 and 2 of the Articles of Association of Forbo Holding Ltd, the Ordinary General Meeting approves on an annual basis, separately and with binding effect, the entire amount of the maximum fixed remuneration to be paid to the Board of Directors and the Executive Board for the business year that follows the Ordinary General Meeting aswell as the entire amount of variable remuneration to be paid to the Executive Board for the business year preceding the Ordinary General Meeting.
Additional information on agenda items 5.2 to 5.4 can be found in the 2015 remuneration report on pages 86 and 87.

6. Elections to the Board of Directors
6.1 Re-election of This E. Schneider as Executive Chairman of the Board of Directors
The Board of Directors proposes that This E. Schneider be re-elected as a member and Executive Chairman of the Boardof Directors.
6.2 Re-election of Dr. Peter Altorfer as a member of the Board of Directors
The Board of Directors proposes that Dr. Peter Altorfer be re-elected as a member of the Board of Directors.
6.3 Re-election of Michael Pieper as a member of the Board of Directors
The Board of Directors proposes that Michael Pieper be re-elected as a member of the Board of Directors.
6.4 Re-election of Claudia Coninx-Kaczynski as a member of the Board of Directors
The Board of Directors proposes that Claudia Coninx-Kaczynski be re-elected as a member of the Board of Directors.
6.5 Re-election of Dr. Reto Müller as a member of the Board of Directors
The Board of Directors proposes that Dr. Reto Müller be re-elected as a member of the Board of Directors.
6.6 Re-election of Vincent Studer as a member of the Board of Directors
The Board of Directors proposes that Vincent Studer be re-elected as a member of the Board of Directors.
Explanatory notes: In accordance with Article 3 respectively Article 4 OaER the General Meeting elects the members of the Board of Directors as well as
the Chairman of the Board of Directors. Each election will then be valid until the close of the next Ordinary General Meeting.

7. Elections to the Remuneration Committee
7.1 Re-election of Dr. Peter Altorfer as a member of the Remuneration Committee
The Board of Directors proposes to re-elect Dr. Peter Altorfer as a member of the Remuneration Committee.
7.2 Re-election of Claudia Coninx-Kaczynski as a member of the Remuneration Committee
The Board of Directors proposes to re-elect Claudia Coninx-Kaczynski as a member of the Remuneration Committee.
7.3 Re-election of Michael Pieper as a member of the Remuneration Committee
The Board of Directors proposes to re-elect Michael Pieper as a member of the Remuneration Committee.
Explanatory notes: In accordance with Article 7 OaER the General Meeting elects the members of the Remuneration Committee. Each election will then bevalid until the close of the next Ordinary General Meeting.

8. Election of the Statutory Auditor
The Board of Directors proposes that the mandate of KPMG Ltd as Statutory Auditor be extended for a further year.
9. Election of the independent proxy
The Board of Directors proposes that René Peyer, attorney-at-law and notary public in Zug, be re-elected as independent proxy.
Explanatory notes: In accordance with Article 8 OaER the General Meeting elects the independent proxy. The election will be valid until the close of thenext Ordinary General Meeting. The independent proxy meets the mandatory requirements on the independence according to Article 8 OaER.

Annual Report
The 2015 Annual Report including the business report, the annual statements and the consolidated financial statements, the remuneration report, the corporate governance report as well as the reports of the Statutory Auditor will beavailable for inspection by the shareholders at the registered office of the company from April 7, 2016. The AnnualReport can also be downloaded from Forbo’s website at www.forbo.com – Investors and will be sent by the company
to any shareholder on request.
Access to the Ordinary General Meeting
The shareholders entered in the share register will receive notice of this meeting by regular mail or notification into
their indirect voting platform, if they have renounced to receive notifications by regular mail. A reply card (attendanceat the Ordinary General Meeting) as well as a summary of the Annual Report is attached to that notice. The entries inthe share register on April 25, 2016, shall determine the rights to attend the Ordinary General Meeting and powers ofrepresentation of the shareholders. The last transfers of share ownership will be accepted up to April 22, 2016,
4 p.m. After that the share register will be closed.
Granting of proxies and instructions
Shareholders who do not wish to attend the Ordinary General Meeting in person may be represented by anothershareholder registered in the share register. To grant the proxy, shareholders can either use the reply card enclosed with
the invitation, or they can use the proxy form on the back of the admission card. Shareholders will receive the admission card after they have returned the reply card.

In addition, shareholders may appoint Mr. René Peyer, attorney-at-law and notary public, Schweiger Advokatur/Notariat, Dammstrasse 19, 6300 Zug, as an independent proxy exercising voting rights as defined by Article 8 ff. OaER. To
grant power, the proxy provided on the reply card is to be signed and sent to the independent proxy together with therelevant instructions.
The shareholders of Forbo Holding Ltd can grant proxies and instructions to the independent proxy electronically via
the indirect voting platform (IDVS) of our share register. Furthermore the shareholders can thereon subscribe for theOrdinary General Meeting, order the admission card and other documents. Shareholders who don't have an IDVS
account have to subscribe therefore first. The relevant personalized access data, along with all other information on theregistration, will be sent to shareholders along with the invitation documents.

Baar, April 7, 2016		

Forbo Holding Ltd
On behalf of the Board of Directors

This E. Schneider
Executive Chairman