Minutesof the 89th Ordinary General Meeting of

Forbo Holding Ltd
held on April 6, 2017, at 2.30 p.m. at Lorzensaal Cham1

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 2016 and the main focus areas and topics for the 2017 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 15, 2017;

the invitation, a summary of the 2016 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 14, 2017;

and that the 89th Ordinary General Meeting was duly convened and no requests by shareholders havebeen received.
The Chairman designates Karim Hanna, Head Corporate Legal Services, as Secretary according toClause 11 Paragraph 2 of the Articles of Association and asks Peter Keller, Zürcher Kantonalbank,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 fails. The Chairman
further welcomes the present representatives of the Statutory Auditor, KPMG Ltd in Zurich, Rolf
Hauenstein und Regula Tobler, the independent proxy, René Peyer, Attorney-at-Law and Notary
Public in Zug as well as Daniel Grunder, 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 122 shareholders are present and thatfrom the total share capital of CHF 180,000.00, divided into 1,800,000 shares with a par value of
CHF 0.10 each, a total of 1,261,741 registered shares with a par value of CHF 0.10 each are represented
and belong to the following categories:a)b)

Shareholders: 580,043 registered shares with a par value of CHF 0.10 each;
Independent proxy: 681,698 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 2.54 pm.

Forbo Holding Ltd – Ordinary General Meeting 2017 – Minutes (unofficial translation)

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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 2016 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 2016 business year and to receive the reports of the
Statutory Auditor. The Chairman continues to vote on agenda item 1 as there are 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 2016 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 of
the Board of Directors and the Executive Board. There is no opposition on the proposal of the
Chairman 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 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 and withholding tax-free
distribution from free capital contribution reserves

Proposal of the Board of Directors

The Board of Directors proposes a total distribution of CHF 19 per registered share and proposes
the following appropriation of the available earnings of CHF 420,958,211 (consisting of the 2016
net profit of CHF 203,458,815, retained earnings of CHF 227,549,421, release of general capital
contribution reserves in the amount of CHF 14,191,705 less the value of treasury shares in theamount of CHF 24,241,730): CHF 14,191,705 shall be utilized for a withholding tax-free repaymentof capital contribution reserves in the amount of CHF 8,30 per registered share, CHF 18,295,331
shall be distributed as ordinary dividend of CHF 10,70 per registered share and the amount of
CHF 388,471,175 shall be carried 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.

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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 large majority.
No objection is raised against this statement.
The Chairman mentions that dividends will be paid as from April 12, 2017.
Agenda item 4:A.

Approval of a new share buyback program

Proposal of the Board of Directors

The Chairman presents the proposal of the Board of Directors, according to which the Board of
Directors shall be authorized to buy back own shares up to the maximum of 10% of the sharecapital registered in the Commercial Register over a period of three years optionally on a second
trading line at the SIX Swiss Exchange or otherwise. These shares are definitely intended to becancelled and therefore do not fall under the 10% threshold for own shares as defined by Article
659 of the Swiss Code of Obligations and that the necessary amendment to the Articles of
Association (reduction of share capital) is then to be submitted to the shareholders for approval.
This shall allow Forbo to repatriate liquid funds not required for operational purposes to theshareholders, thereby increasing their stakes in the Company and concentrating profits.
The Chairman points out, that the Board of Directors has again chosen a two-stage process, inwhich the shareholders pass the fundamental resolution at this Ordinary General Meeting andpass a resolution concerning the cancellation of the repurchased shares at one of the next
General Meetings.
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 an 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:A.

Adaption of the Articles of Association in connection with theimplementation of a long-term incentive plan for the Executive Board

Proposal of the Board of Directors

The Board of Director proposes to adapt Clause 24 Paragraph 2 and Clause 26 Paragraphs 2, 3 and
6 of the Articles of Association of Forbo Holding Ltd and to cancel Clause 26 Paragraph 4 of the
Article of Association of Forbo Holding Ltd. The respective amendments are projected on thescreen. When asked by of the Chairman, no shareholder desired a reading of the individualchanges. As nobody requests to speak, the Chairman proceeds to the vote on agenda item 5.
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 6:

Approval of remunerations

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

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Agenda item 6.1:
A.

Consultative vote on the 2016 remuneration report

Proposal of the Board of Directors

The Board of Directors proposes to approvingly take note of the 2016 remuneration report in a
consultative vote. As nobody requests to speak, the Chairman proceeds to the vote on agenda
item 6.1.
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 6.2:
A.

Approval of the maximum total remuneration of the Board of Directors
for 2018

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 2018 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 6.2.
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 6.3:

A.

Approval of the maximum fixed remuneration of the Executive Board for
2018

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 2018 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 6.3.
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 6.4:
A.

Approval of the variable remuneration of the Executive Board for 2016

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 2016 business year of CHF 1,460,000 (including thereon
accumulated old-age and survivor's contributions contained in column ”Other remuneration” inthe 2016 remuneration report). As nobody requests to speak, the Chairman proceeds to the voteon agenda item 6.4.
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.

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No objection is raised against this statement.
Agenda item 6.5:
A.

Approval of the maximum variable long-term remuneration of the
Executive Board for 2017 (allocation of reversionary subscription rights)

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the maximum variable long-term
remuneration to be paid to the Executive Board for the 2017 business year of CHF 225,000(including the usual social insurance contributions). As nobody requests to speak, the Chairman
proceeds to the vote on agenda item 6.5.
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 7:

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 close of the next
Ordinary General Meeting.
Agenda item 7.1:
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 to re-elect him as a member andExecutive 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 7.2:
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 of
Directors. 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.

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Agenda item 7.3:
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 of
Directors. 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.
Agenda item 7.4:
A.

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

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 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 7.5:
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 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 7.6:
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 of
Directors. 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 the
proposal of the Board of Directors with a large majority.

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No objection is raised against this statement.
The Chairman congratulates Vincent Studer on this excellent result. Vincent Studer accepts theelection.
Agenda item 8:

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 8.1:
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 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 8.2:
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 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 8.3:
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 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 9:
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 the
proposal 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 10:
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 the
proposal 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 the
event of his election.

The Chairman finally announces that the next Ordinary General Meeting will take place on
April 6, 2018, at the Casino in Zug, and closes the meeting at 3.56 p.m.

Baar, April 6, 2017

The Chairman:

The Secretary:

This E. Schneider

Karim Hanna

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