Agenda for the 89th Ordinary General
Meeting of Forbo Holding Ltd

Thursday, April 6, 2017, at 2.30 p.m. (doors open 2 p.m.)
Lorzensaal Cham, Dorfplatz 3, 6330 Chamflooring. movement.

1. Reporting on the 2016 business year
Annual Report, annual statements and consolidated financial statements for the 2016 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 2016 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 2016 business year.
3.

Appropriation of available earnings and withholding tax-free distribution from free capital contribution
reserves
The Board of Directors proposes a total distribution of CHF 19 per registered share and proposes the following­appropriation of available earnings and distribution from capital contribution reserves:
Net profit 2016
CHF 203,458,815
Retained earnings
CHF 227,549,421
Release of general capital contribution reserves
CHF
14,191,705
Treasury shares– CHF
24,241,730
Total at the Ordinary General Meeting’s disposal
CHF 420,958,211
Distribution from capital contribution reserves of CHF 8.30 per registered share
Distribution of an ordinary dividend of CHF 10.70 per registered share
Balance to be carried forward
Total at the Ordinary General Meeting’s disposal

CHF
CHF
CHF
CHF

14,191,705
18,295,331
388,471,175
420,958,211

Explanatory notes: If agenda item 3 is approved, dividends will be paid to all shareholders as of April 12, 2017. Contrary to the distribution of the ordinary
dividend, which is made net of the Federal Withholding Tax of 35%, the distribution from capital contribution reserves is made without deduction ofthe Federal Withholding Tax. 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 distribution of the ordinary dividend respectively the balance to be carried forward as well as thedefinitive amount to be released from general capital contribution reserves and the withholding tax-free distribution may change.

4. Approval of a new share buyback program
The Board of Directors proposes to pass the following resolution:
The Board of Directors is to be authorized to buy back own shares up to the maximum of 10% of the share capital­registered in the Commercial Register over a period of three years optionally on a second trading line at the SIX Swiss
Exchange or by other means. These shares are definitely intended to be canceled and therefore do not fall under the10% threshold for own shares as defined by Article 659 of the Swiss Code of Obligations. The necessary amendment tothe Articles of Association (reduction of share capital) is then to be submitted to the shareholders for approval.
Explanatory notes: The Board of Directors has again chosen a two-stage process, in which the shareholders pass the fundamental resolution at this­Ordinary General Meeting and pass a resolution concerning the cancelation of the repurchased shares at one of the next General Meetings.

5.

Adaption of the Articles of Association in connection with the implementation of a long-term incentive
plan for the Executive Board
The Board of Directors proposes to adapt Clause 24 Paragraph 2 and Clause 26 Paragraph 2, 3 and 6 of the Articles ofAssociation of Forbo Holding Ltd as follows and to cancel Clause 26 Paragraph 4 of the Articles of Association of Forbo
Holding Ltd:
Revised version of the Articles of Associations (amendments in italics and in blue)
Clause 24 Approval of the remuneration
The General Meeting approves, on an annual basis, separately, and with binding effect, the entire amount of the maximum fixed remuneration to bepaid to the Executive Board for the financial year following the General Meeting, and the amount of the variable remuneration to be paid to the Executive
Board for the financial year preceding the General Meeting under a performance-based bonus program and the entire amount of the maximum v­ ariable
remuneration to be paid to the Executive Board for the current financial year under a long-term incentive plan.
2

Clause 26 Principles regarding fixed and performance-based variable remuneration and the allocation of shares participation rights of theCompany
2
The members of the Executive Board receive a fixed and variable remuneration. The variable remuneration is composed of the performance-based
remuneration (‘bonus’) and of the allocation of shares of the Company, reversionary subscription rights on shares of the Company and/or of similar­instruments under a long-term incentive plan. The bonus is associated with the achievement of the individual (qualitative) objectives of the respective­Executive Board member, as well as of the financial (quantitative) objectives of the Company, whereby the financial goals may relate to Group and/or­divisional objectives, depending on the role and responsibility of the respective member of the Executive Board. The Board of Directors determines andweights the individual and financial objectives. The bonus may be a maximum of 200% of the fixed remuneration of the respective member of the­Executive Board. The allocation of shares of the Company respectively the conversion of reversionary subscription rights or similar instruments into shares of theCompany are associated with the achievement of performance indicators during the performance period as well as any further qualitative and quantitative­targets. The remuneration under long-term incentive plans may be a maximum of 100% of the fixed remuneration of the respective member of the Executive
Board. The fixed or performance-based variable remuneration can be paid out to the members of the Executive Board partially or wholly in the form ofrestricted shares of the Company. The bonus can, in specific cases such as the termination of the employment contract, be adjusted based on with theassumption that the objectives determined by the Board of Directors have been achieved in full.

3
If the fixed or performance-based variable remuneration is not paid out partially or wholly in cash, but in the form of shares, of reversionary subscription
rights on shares of the Company and/or of similar instruments, the Board of Directors defines factors that are decisive for the valuation of the shares issued,
respectively the allocated reversionary subscription rights on shares of the Company or similar instruments, such as the time and method of valuation as well as
the duration of the performance periods and lock-up periods associated with them. The duration of the performance period respectively the lock-up period is
generally three to five years. The Board of Directors may arrange that conditions precedent and for the lock-up periods are being omitted entirely or partially
if certain events occur (such as a change of control, termination of the employment contract respectively mandate, retirement or death).

4[canceled]

Taking into account the above paragraphs, the Board of Directors regulates all details of performance-based variable remuneration and the awarding ofshares of the Company under participation schemes in a separate sets of regulations.
65

Explanatory notes: The entire version of the currently valid Articles of Association of Forbo Holding Ltd is available on the Forbo website atwww.forbo.com – ­Investors – Ordinary General Meeting.

6. Approval of remunerations
6.1 Consultative vote on the 2016 remuneration report
The Board of Directors proposes to approvingly take note of the 2016 remuneration report in a consultative vote.
6.2 Approval of the maximum total remuneration of the Board of Directors for 2018
The Board of Directors proposes to approve the amount of the maximum total remuneration to be paid to the Boardof Directors for the 2018 business year of CHF 4,000,000 (including the usual social insurance contributions, privatecompany car use as well as lump sum or local expenses).
6.3 Approval of the maximum fixed remuneration of the Executive Board for 2018
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 usual social insurance and pension fund contri­
butions as well as private company car use).
6.4 Approval of the variable remuneration of the Executive Board for 2016
The Board of Directors proposes to approve the amount of the variable remuneration to be paid to the Executive Boardfor the 2016 business year of CHF 1,460,000 (including thereon accumulated old-age and survivor’s contributions­contained in column ‘Other remuneration’ in the 2016 remuneration report).
6.5 Approval of the maximum variable long-term remuneration of the Executive Board for 2017
(allocation of reversionary subscription rights)
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).

Explanatory notes: The relevant information on the remuneration report is to be found in the 2016 Annual Report on pages 75 to 91. In accordance with
Article 18 of the Ordinance against Excessive Remuneration in Listed Public Companies (OaER) and Clause 24 Paragraph 1 and 2 of the Articles of Asso­
ciation of Forbo Holding Ltd, the Ordinary General Meeting approves on an annual basis, separately and with binding effect, the entire amount of themaximum fixed remuneration to be paid to the Board of Directors and the Executive Board for the business year that follows the Ordinary General M­ eeting
and the entire amount of variable remuneration to be paid to the Executive Board for the business year preceding the Ordinary General Meeting. If agenda
item 5 is accepted, the Ordinary General Meeting will additionally approve the amount of the maximum variable remuneration to be paid to the Executive
Board under the long-term incentive plan for the current business year. Additional information on agenda items 6.2 to 6.5 can be found in the 2016
­remuneration report on pages 78, 86 and 87.

7. Elections to the Board of Directors
7.1 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.
7.2 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.
7.3 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.
7.4 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.
7.5 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.
7.6 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.

8. Elections to the Remuneration Committee
8.1 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.
8.2 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.
8.3 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 be valid until the close of thenext Ordinary General Meeting.

9. 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.
10. 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 the next Ordinary General Meeting.
The independent proxy meets the mandatory requirements on independence according to Article 8 OaER.

Annual Report
The 2016 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 March 14, 2017. 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 via the indirect
voting platform if they have renounced to receive notifications by regular mail. A reply card (attendance of the OrdinaryGeneral Meeting) as well as a summary of the Annual Report is attached to that notice. The entries in the share registeron March 31, 2017, shall determine the rights to attend the Ordinary General Meeting and powers of representation ofthe shareholders. The last transfers of share ownership will be accepted up to March 30, 2017, 4 p.m. After that theshare 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 withthe relevant 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 register for the Ordinary
General Meeting, order the admission card and other documents via this platform. Shareholders who don’t have anIDVS account have to register on the platform first. The relevant personalized access data, along with all other informa­tion on the registration, will be sent to shareholders along with the invitation documents.

Baar, March 14, 2017		

Forbo Holding Ltd
On behalf of the Board of Directors

This E. Schneider
Executive Chairman

flooring. movement.