Bang & Olufsen A/S : Notice of Annual General Meeting

BANG& OLUFSEN A/SANNOUNCEMENT NO. 17.07 14 AUGUST2017 TRANSLATION

Bang & Olufsen a/s' Annual General Meeting will be held on Wednesday 13 September 2017 at 16:30 pm CEST at Struer Statsgymnasium, Jyllandsgade 2, DK-7600 Struer, Denmark.

1. The Board of Directors' report on the company's activities in the past year.

2. Presentation and adoption of the company' s audited annual re- port for the financial year 2016/17, including resolution concern- ing discharge to the Executive Management Board and the Board of Directors.

3. Resolution as to the distribution of profit or the covering of loss in accordance with the approved annual report.

4. The Board of Directors proposes that no dividend be paid.

5. Proposals from the Board of Directors.

   The Board of Directors proposes the following:

6. That the remuneration to the Board of Directors in the future is approved for the current financial year

   instead of being approved for the preceding financial year together with the annual report. This means that in 2017 remuneration for both the financial year 2016/17 and the financial year 2017/18 is to be ap-

   proved by the General Meeting.

   That the proposed remuneration to the Board of Di- rectors for the financial year 2016/2017 is approved by the General Meeting. Reference is made to page 65 of the company' s annual report (note 2.2).

   That the following remuneration level for the finan- cial year 2017/2018 is approved by the General Meet- ing:

7. The annual base remuneration paid to the mem-

   bers of the Board of Directors is DKK 300,000 for each member with respect to board members elected by

   the General Meeting or the employees, respectively, with 3 t imes the base remuneration and 1.5 t imes the base remuneration paid to the Chairman and Deputy Chairman, respectively.

8. The remuneration paid to the members of the Board of Directors serving on the company's Audit

   Committee is DKK 75,000 for each member, with two t imes the remuneration paid to the Chairman of the Audit Committee.

9. The remuneration paid to the members of the Board of Directors serving on the company' s Remu-

   neration Committee, Nomination Committee or Tech- nology Committee is DKK 75,000 for each member.

10. That, in the period until 30 September 2018, the Board of Directors is authorised to let the company acquire own shares up to a nominal value corre-

    sponding to 10 per cent of the company's share capi- t al, provided that the share price does not deviate by more than 10 per cent from the most recently

    quoted market price for the shares on NASDAQ Co- penhagen A/S at the t ime of the purchase.

11. That the company' s " General guidelines concerning incentive-based remuneration" are amended to the effect that (i) the maximum number of Investment Shares which the participating members of the Exec- utive Management Board may t ransfer to each

    Matching Shares Program will be determined at the discretion of the Board of Directors, but may in no event exceed 30% of the CEO's (unchanged) and

    25% of the additional Executive Management Board members' annual base salary and (ii) three years after the participating member has been offered and ac- cepted to participate in a Matching Shares Program

    and subject to fulfilment of certain conditions, in- cluding agreed performance t argets, the company will free of charge provide such members with

    Matching Shares in the company.

    Amendment (ii) is a clarification that the Investment Shares matures from the t ime when the participating member has accepted to participate in the Matching Shares Program. At the discretion of the Board of Di- rectors, amendment (ii) can be applied for current Matching Shares Programs and will be applied in fu- ture Matching Shares Programs.

    The full t ext of the revised " General guidelines con- cerning incentive-based remuneration" is set out in Appendix 1.

12. That the company' s remuneration policy is revised in accordance with the draft remuneration policy (and redline) as set out in Appendix 2.

13. Election of members to the Board of Directors.

    Pursuant to Article 8, section 2, of the Articles of Association, the members of the Board of Directors elected by the General Meet- ing stand for election each year at the Annual General Meeting.

    Deputy Chairman Jim Hagemann Snabe has informed the Board of Directors that he does not seek re-election to the Board of Di- rectors.

    The Board of Directors proposes the re-election of Ole Andersen, Jesper Jarlbæ k, Majken Schultz, Albert Bensoussan, Mads Nipper, Juha Christensen and Kai Lap (Ivan) Tong.

    The composition of the Board of Directors reflects the skills and

    experience required to manage a public list ed company. The com- pany aims at composing the Board of Directors of persons who

    possess the professional skills and international experience re- quired to serve as a board member.

    With respect to the existing board members' qualifications, in- cluding management positions in other businesses, reference is made to pages 34-35 of the annual report. All existing board

    members are considered as independent, except for Kai Lap (Ivan)

    Tong. Kai Lap (Ivan) Tong is not deemed to be an independent candidate for the Board of Directors since he has a material com- mercial relation to the company through his position as a chair-

    man of the board of directors of Sparkle Roll Group Limited which is a distributor for e.g. B&O PLAY products in China.

14. Appointment of auditors.

    The Board of Directors proposes re-election of Ernst & Young P/S as auditors of the company.

15. Any other business.

16. The agenda together with the complete proposals, as well as the annual report, are available for the shareholders' inspection at

    the company's offices at Peter Bangs Vej 15, DK-7600 Struer, Den- mark, from Monday 14 August 2017. The above documents and

    the notice convening the Annual General Meeting, information

    about the total number of shares and voting rights as at the date of distribution of the notice convening the Annual General Meet- ing and the forms to be used for voting by proxy and postal vot- ing are also available at the company's website w w w .b a n g -

    o lu fse n .co m /in ve st o r.

    All proposals may be passed by a simple majority of votes.

    At the date of distribution of the notice convening the Annual General Meeting, the company's nominal share capital totals DKK 431,974,780, divided into shares of a nominal value of DKK 10

    each or multiples thereof. Each share of a nominal value of DKK 10 carries one vote.