Minutesof the 96th Ordinary General Meeting of

Forbo Holding Ltd
held on April 5, 2024, at 2.30 p.m. at the at the Casino in Zug, Artherstrasse 2, 6300 Zug 1

This E. Schneider, Executive Chairman of the Board of Directors, opens the meeting and takes thechair.
At first, the Chairman mentions that the votes and elections will be conducted electronically, and he
explains the handling of the electronic voting device. He then summarizes the business development
and the results in the past business year in his Chairman’s address. Andreas Jaeger, CFO, then provides
information on the operational development of both divisions in the past business year and explains
the key financial figures for 2023. The Chairman then presents the focus topics for the current year andgives an outlook for 2024.
Before the Chairman begins with the statutory part of the Ordinary General Meeting, he gives theshareholders the opportunity to comment on what has just been said or to make general commentsthat do not fit in with an individual agenda item and points out that the further course of the meeting
will be recorded on tape.
As there are no requests to speak, the Chairman moves on to the statutory part of the meeting andstates that:•the invitation with the agenda of the meeting was published in the Swiss Official Gazette ofCommerce on March 14, 2024;•

the invitation and a summary of the 2023 Annual Report were directly sent to the addressesof 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 13, 2024;•

and that the 96th Ordinary General Meeting was duly convened and no requests byshareholders have been received.

The Chairman designates Karim Hanna, Head Corporate Legal Services and Corporate Compliance
Officer, as Secretary pursuant to Clause 11 Paragraph 2 of the Articles of Association and asks Christine
Steiner-Dadier, Société Générale Paris SA, Erich Storchenegger, Credit Suisse, Holger Reichert, Basler
Kantonalbank und Roland Duppenthaler, Zürcher Kantonalbank, to act as vote counters. He explainsthat the vote counters will step in if the electronic voting system failed.
The Chairman further welcomes the present representatives of the Statutory Auditor, KPMG Ltd in
Zurich, Regula Tobler and André Stampfli, the independent proxy, René Peyer, attorney-at-law andnotary public in Zug as well as Diego Benz, attorney-at-law and notary public in Zug.
The Chairman then states that the General Meeting is duly constituted and according to Clause 13 of
the Articles of Association competent to pass resolutions, irrespectively of the number of shareholders
present and the amount of share capital represented.
No objection is raised against these findings.

1

This is an unofficial translation of the German original.

Forbo Holding Ltd – Ordinary General Meeting 2024 – Minutes (unofficial translation)

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The Secretary reads out the attendance notification 2. He announces that of the total share capital of
CHF 148,500.00, divided into 1,485,000 registered shares at CHF 0.10 each, a total of 1,058,918
registered shares are directly or indirectly represented, which corresponds to a representation
quorum of 71.31 % of the total share capital. In addition, the Secretary announces that 126
shareholders are present in person and represent 459,366 registered shares and that the independent
proxy represents a total of 599,552 registered shares.
The Chairman then moves on to the agenda items:
Agenda item 1.1: Annual Report, annual statements, and consolidated financial statements forthe 2023 business year and receipt of the reports of the Statutory Auditor
A.

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 2023 business year and to receive the reports of the
Statutory Auditor.
As there are no requests to speak the Chairman proceeds to vote on agenda item 1.1.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a clear majority.
Detailed result:

REPRESENTED
1,058,918

YES
1,055,441

99.68%NO

ABSTENTION

116

3,361

No objection is raised against this statement.
Agenda item 1.2: Sustainability Report for the 2023 business year
A.

Proposal of the Board of Directors

The Board of Directors proposes to approve the Sustainability Report for the 2023 business year. As
there are no requests to speak the Chairman proceeds to vote on agenda item 1.2.
C.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a clear majority.
Detailed result:

REPRESENTED
1,058,918

YES
989,54193.45%NO

ABSTENTION

65,987

3,390

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 2023 business year.
The Chairman points out that the members of the Board of Directors and people who have been
involved in the company’s management are excluded from the right to vote in connection with
2 The attendance notification as read out corresponds to the status at 2.45 p.m.

Forbo Holding Ltd – Ordinary General Meeting 2024 – Minutes (unofficial translation)

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agenda item 2 and that therefore the number of represented shares and the absolute majority is
reduced accordingly. As nobody requests to speak, the Chairman 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 vote that the General Meeting has approved the proposal of
the Board of Directors with a clear majority.
Detailed result:

REPRESENTED
591,188

YES
585,474

99.02%NO

ABSTENTION

2,694

3,020

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 25.00 per registered share andproposes the following appropriation of the available earnings of CHF 397.1 million (consisting of
the 2023 net profit of CHF 87.2 million, retained earnings of CHF 387.5 million less the value oftreasury shares in the amount of CHF 77.6 million): CHF 35.2 million shall be distributed as ordinary
gross dividend of CHF 25.00 per registered share and the amount of CHF 361.9 million shall be
carried forward.
The Chairman opens the discussion on agenda item 3 and proceeds to the vote on theappropriation of available earnings as nobody requests to speak.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a clear majority.
Detailed result:

REPRESENTED
1,058,918

YES
1,057,997

99.92%NO

ABSTENTION

566

355

No objection is raised against this statement.
The Chairman mentions that dividends will be paid as from April 12, 2024.
Agenda item 4:

Amendment of the Articles of Association to the new company law

The Chairman summarizes the most important provisions in connection with the proposed
implementation of the revised company law by Forbo Holding Ltd.
With regards to the detailed explanation of the proposed amendments to the Articles of Association,
he refers to the corresponding explanations in the Enclosures to the agenda.
The Chairman explained that a qualified majority was required for the adoption of agenda item 4.1. As
no one requested to speak, the Chairman proceeded to the discussion of agenda item 4.1.

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Agenda item 4.1: Introduction of a capital band
A.

Proposal of the Board of Directors

The Board of Directors proposes the amendment of the Articles of Association in accordance withthe detailed description in Enclosure A to the agenda. The Chairman then opens the discussion on
agenda item 4.1.
As there are no requests to speak, agenda item 4.1 is put to the vote.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a large majority.
Detailed result:

REPRESENTED
1,058,918

YES
751,583

70.97%NO

ABSTENTION

301,349

5,986

No objection is raised against this statement.
Agenda item 4.2: Use of digital technologies at the General Meeting
A.

Proposal of the Board of Directors

The Board of Directors proposes the amendment of the Articles of Association in accordance withthe detailed description in Enclosure B to the agenda. The Chairman then opens the discussion on
agenda item 4.2.
As there are no requests to speak, agenda item 4.2 is put to the vote.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a large majority.
Detailed result:

REPRESENTED
1,058,918

YES
977,892

92.35%NO

ABSTENTION

73,848

7,178

No objection is raised against this statement.
Agenda item 4.3: Further amendments to the Articles of Association
A.

Proposal of the Board of Directors

The Board of Directors proposes the amendment of the Articles of Association in accordance withthe detailed description in Enclosure C to the agenda. The Chairman then opens the discussion on
agenda item 4.3.
As there are no requests to speak, agenda item 4.3 is put to the vote.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a large majority.
Detailed result:

REPRESENTED
1,058,918

YES
986,435

93.15%NO

ABSTENTION

66,261

6,222

No objection is raised against this statement.

Forbo Holding Ltd – Ordinary General Meeting 2024 – Minutes (unofficial translation)

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Agenda item 5:

Approval of remunerations

The Chairman explains that detailed information on the different remunerations can be found in the
remuneration report.
Agenda item 5.1: Consultative vote on the 2023 remuneration reportA.

Proposal of the Board of Directors

The Board of Directors proposes to approvingly take note of the 2023 remuneration report in a
consultative vote.
As nobody requests to speak, the Chairman proceeds to the vote on agenda item 5.1.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a majority.
Detailed result:

REPRESENTED
1,058,918

YES
620,446

58.59%NO

ABSTENTION

435,3223,150

No objection is raised against this statement.
Agenda item 5.2: Approval of the maximum total remuneration of the Board of Directors for
2025
A.

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 2025 business year of CHF 3,200,000 (including the usualsocial insurance contributions, private company car use, as well as lump sum or location expenses).
The Chairman opens the discussion on agenda item 5.2. A request to speak is made by Peter Ullifrom Lungern:

Mr. Ulli wanted to know why the remuneration of the Board of Directors was higher than that of the
Executive Board.
The Chairman explained that the remuneration systems of the Board of Directors and the Executive
Board were different. He mentioned that, as full-time Chairman of the Board of Directors, he did notreceive any cash compensation, but only shares at market price, which were blocked for three years.
The remuneration system for the Executive Board consists of a fixed cash component, a bonus thatcan be received in cash or shares, and a long-term compensation component.

B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a large majority.
Detailed result:

REPRESENTEDSUBMITTED

1,058,918

1,056,605

YES
940,744NO
89.03%

115,861

No objection is raised against this statement.

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Agenda item 5.3: Approval of the maximum fixed remuneration of the Executive Board for
2025
A.

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 2025 business year of CHF 2,700,000 (including the 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 5.3.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a large majority.
Detailed result:

REPRESENTEDSUBMITTED

1,058,908

1,055,085

YES
1,039,730

NO
98.54%

15,355

No objection is raised against this statement.
Agenda item 5.4: Approval of the variable remuneration of the Executive Board for 2023
A.

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 2023 business year of CHF 390,000 (including thereon accumulated
old-age and survivor's contributions contained in the column ”Other remuneration” in the 2023
remuneration report). As nobody requests to speak, the Chairman proceeds to the vote on agenda
item 5.4.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a large majority.
Detailed result:

REPRESENTEDSUBMITTED

1,058,908

1,056,121

YES
814,971NO
77.17%

241,150

No objection is raised against this statement.
Agenda item 5.5: Approval of the maximum variable long-term remuneration of the Executive
Board for 2024 (allocation of reversionary subscription rights)
A.

Proposal of the Board of Directors

The Board of Directors proposes to approve the amount of the maximum variable long-term
remuneration (long-term incentive plan 2024 – 2026) to be paid to the Executive Board for the2024 business year of CHF 1,000,000 (including the usual social insurance contributions). As
nobody requests to speak, the Chairman proceeds to the vote on agenda item 5.5.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a large majority.
Detailed result:

REPRESENTEDSUBMITTED

1,058,908

1,054,854

YES
1,014,635

Forbo Holding Ltd – Ordinary General Meeting 2024 – Minutes (unofficial translation)

NO
96.19%

40,219Page 6 of 9

No objection is raised against this statement.
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 close of the next
Ordinary General Meeting.
The Chairman explains that the vote on agenda items 6.1 to 6.7 will be carried out in a multi-voting
procedure, i.e. each individually, but all seven agenda items will be voted on in one step.
A. Proposals of the Board of Directors
The Chairman explains that the Board of Directors proposes to the General Meeting that he be reelected to the Board of Directors and at the same time as its Chairman (agenda item 6.1). The
Chairman then explains that the Board of Directors proposes the re-election of Mr. Michael Pieper(agenda item 6.2), of Ms. Claudia Coninx-Kaczynski (agenda item 6.3), of Dr. Eveline Saupper(agenda item 6.4) and of Mr. Vincent Studer (agenda item 6.5) to the Board of Directors. The
Chairman briefly introduces Jörg Kampmeyer and Bernhard Merki and then explains that the Boardof Directors proposes the election of Mr. Jörg Kampmeyer (agenda item 6.6) and of Mr. Bernhard
Merki (agenda item 6.7).
The Chairman opens the discussion on agenda item 6. A request to speak is made by Ursel Kälin
from St. Margrethen/SG:

Ms. Kälin wants to know whether Mr. Pieper was now Vice-Chairman due to the order in which theBoard members were elected, as she thought that Dr. Altdorfer had been Vice-Chairman.
The Chairman explains that Dr. Altdorfer had previously been the so-called "Lead Independent
Director" and that Mr. Pieper had previously been Vice-Chairman already.

Ms Kälin further wants to know why there was no information on the career and other mandates of the
Chairman of the Board of Directors on page 44 of the 2023 Annual Report.
The Chairman explains that only vested interests were shown on page 44 and that he currently had noother mandates in addition to his Board of Directors’ mandate at Forbo. With regards to his career, herefers to page 85 of the Corporate Governance Report, where a corresponding summary can be found.

As there are no further requests to speak, the Chairman proceeds to the vote on agenda items 6.1
to 6.7 in a multi-voting procedure.
B. Voting results
After the passing of the resolution, the Chairman announces that the General Meeting has
approved the proposals of the Board of Directors with a predominant majority in each case.
Detailed results:
AGENDA ITEMREPRESENTED

YES

NO

ABSTENT.

6.1 – RE-ELECTION THIS E. SCHNEIDER

1,058,928

1,018,24196.16%

38,6502,037

6.2 – RE-ELECTION MICHAEL PIEPER

1,058,928

931,39387.96%

125,732

1,803

6.3 – RE-ELECTION CLAUDIA CONINX-KACZYNSKI

1,058,928

967,31191.34%

89,7781,839

6.4 – RE-ELECTION DR. EVELINE SAUPPER

1,058,928

1,055,337

99.66%

1,493

2,098

6.5 – RE-ELECTION VINCENT STUDER

1,058,928

942,665

89.02%

113,941

2,322

6.6 – ELECTION JÖRG KAMPMEYER

1,058,928

1,054,128

99.54%

2,654

2,146

6.7 – ELECTION BERNHARD MERKI

1,058,928

1,049,000

99.06%

7,712

2,216

No objection is raised against this statement.

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The Chairman congratulates all those elected on their re-election respectively election. He notesthat all those elected have accepted the election.
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.
The Chairman explains that the vote on agenda items 7.1 to 7.3 will again be conducted in a multivoting procedure.
A. Proposals of the Board of Directors
The Chairman explains that the Board of Directors proposes the re-election of Ms. Claudia ConinxKaczynski (agenda item 7.1) and of Mr. Michael Pieper (agenda item 7.2) as well as the election of
Mr. Bernhard Merki (agenda item 7.3) to the Renumeration Committee.
As there are no requests to speak, the re-election of Claudia Coninx-Kaczynski and Michael Pieper
respectively the election of Bernhard Merki as independent members of the Renumeration
Committee is put to the vote by multi-voting procedure.
B. Voting results
After the passing of the resolution, the Chairman announces that the General Meeting has
approved the proposals of the Board of Directors with a predominant majority in each case.
Detailed results:
AGENDA ITEMREPRESENTED

YES

NO

ABSTENT.

7.1 – RE-ELECTION CLAUDIA CONINX-KACZYNSKI

1,058,928

855,804

80.81%

201,378

1,746

7.2 – RE-ELECTION MICHAEL PIEPER

1,058,928

816,559

77.12%

240,638

1,731

7.3 – ELECTION BERNHARD MERKI

1,058,928

1,045,321

98.72%

11,592

2,015

No objection is raised against this statement.
The Chairman congratulates all those elected on their election. He notes that all those electedhave accepted the election.
Agenda item 8:
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 vote that the General Meeting has approved the proposal of
the Board of Directors with a clear majority.
Detailed result:

REPRESENTED
1,058,928

YES
1,056,113

99.74%NO

ABSTENTION

2,365

450

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. He states that KPMG Ltd has thus accepted the election.

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Agenda item 9:
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 for the attentionof the shareholders of Forbo Holding Ltd and that his election will be valid until the close of thenext Ordinary General Meeting.
As nobody requests to speak, the Chairman proceeds to the vote.
B.

Voting result

The Chairman announces after the vote that the General Meeting has approved the proposal of
the Board of Directors with a clear majority.
Detailed result:

REPRESENTED
1,058,928

YES
1,056,535

99.77%NO

ABSTENTION

928

1,465

No objection is raised against this statement.
The Chairman explains that independent proxy had provided a written acceptance of election for
the event of his election. He states that René Peyer has thus accepted the election.
The Chairman finally announces that the next Ordinary General Meeting will take place on Friday,
April 4, 2024, at the Casino in Zug, and closes the meeting at 3.59 p.m.

Zug, April 18, 2024

The Chairman:

The Secretary:

This E. Schneider

Karim Hanna

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