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Forbo announces conditions of planned capital increase

NOT FOR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Eglisau/Zurich, December 2, 2004

The Board of Directors of Forbo Holding Ltd. has defined the final conditions of the proposed capital increase in the amount of approximately CHF 200 million by way of a rights issue. The shareholders shall be offered one new registered share for each registered share held, at a subscription price of CHF 150 per share. The new shares have been fully underwritten by a bank syndicate led by Credit Suisse First Boston.

Subject to the approval of today’s extraordinary general assembly of shareholders, the ordinary capital increase by about CHF 200 million will be made through the issuance of 1,356,576 new registered shares with a nominal value of CHF 20 each. The subscription price is CHF 150 per new registered share. This corresponds to a discount of 52.6 % on the closing price of
CHF 316.50 on December 1, 2004.

The shareholders of Forbo Holding shall receive one subscription right for each registered share held on December 3, 2004. The subscription ratio is 1: 1; this means that each shareholder is entitled to subscribe for one new registered share per one registered share held.

The bank syndicate led by Credit Suisse First Boston, which also includes Lombard Odier Darier Hentsch and OZ Bankers as co-managers has fully underwritten the new shares, subject to customary conditions.

The subscription rights will be traded on the SWX Swiss Exchange from 6 to 13 December 2004 and can be exercised from 6 to 14 December 2004 12:00 noon (CET).

The new shares will be listed on the SWX Swiss Exchange. The start of trading of the new shares is planned for December 15, 2004.

The new shares are equal to the old shares and will be fully eligible for dividends in case of a distribution for the business year 2004. Following the conclusion of the transaction, a total of 2,713,152 registered shares with a nominal value of CHF 20 per share will be outstanding.

Forbo combines leading producers and suppliers of adhesives, belting and flooring under a single holding. The products and services are anchored and recognized worldwide. In the adhesives business, high-performance products ensure stable and permanent bonds between a wide range of materials. In the belting business, applications are developed and distributed under the „Siegling“ brand for transport, processes and drives. In the flooring business, the company focuses on environmentally favorable and design-oriented linoleum and high-quality cushion vinyls.

Disclaimer
The purpose of this publication is to inform Forbo Holding shareholders and the public. It contains information on the planned capital increases and related resolutions to be adopted by the extraordinary shareholders meeting of 2 December 2004. This press release does not constitute an offer to buy or to subscribe for shares or other securities of Forbo Holding and it does not constitute an offering circular within the meaning of Art. 652a of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of SWX Swiss Exchange. Should Forbo Holding make in the future one or more capital increases, investors should take their decision to buy or to subscribe to new shares or other securities solely based on the relevant offering circular. Investors are furthermore advised to consult their bank or financial adviser.

This publication contains specific forward-looking statements, e.g., statements including terms like "believe", "assume", "expect" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not rely on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

These materials are not for distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia.

They are not an offer to subscribe for or purchase securities in Forbo Holding, whether in the United States or elsewhere. The securities of Forbo Holding may not be offered or sold in the United States, Canada, Japan or Australia, unless they are registered or exempt from registration. There will be no public offer of securities in Forbo Holding in the United States, Canada, Japan or Australia.

Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance.

Contact:

Corina Atzli
Head of Corporate Communications
Tel +41 1 868 25 69
Fax +41 1 868 35 69


Gerold A. Zenger
Chief Financial Officer
Tel +41 1 868 25 56
Fax +41 1 868 35 56