Bang & Olufsen

AGM Information • Aug 18, 2015

Annual General Meeting in Bang & Olufsen a/s

Bang & Olufsen a/s' Annual General Meeting will be held on Thursday 10 September 2015 at 2:00 pm CEST at Struer Statsgymnasium, Jyllandsgade 2, DK-7600 Struer, Denmark.

Agenda

• $1.$ The Board of Directors' report on the company's activities in the past year.
• $2.$ Presentation and adoption of the company's audited annual report for the financial year 2014/15, including resolution concerning discharge to the Management Board and the Board of Directors.
• $\overline{3}$ . Resolution as to the distribution of profit or the covering of loss in accordance with the approved annual report.
• $3.1$ The Board of Directors proposes that no dividend shall be paid.
• $\overline{4}$ . Proposals from the Board of Directors.

The Board of Directors proposes the following:

$4.1$ That the proposed remuneration to the Board of Directors for the current financial year is approved. The proposed remuneration, which remains unchanged since the last financial year, is as follows:

(i) The annual base remuneration paid to the members of the Board of Directors remains at DKK 275,000 for each member with respect to board members elected by the General Meeting or the employees, respectively, with 3 times the base remuneration and 2 times the base remuneration paid to the Chairman and Deputy Chairman, respectively.

The Board of Directors proposes the re-election of Ole Andersen, Jesper Jarlbæk, Jim Hagemann Snabe, Majken Schultz, Albert Bensoussan and Mads Nipper.

The composition of the Board of Directors reflects the skills and experience required to manage a public listed company. The company aims at composing the Board of Directors of persons who possess the professional skills and international experience required to serve as a board member.

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

1. Appointment of auditors.

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

1. Any other business.

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, Denmark, from Tuesday 18 August 2015. 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 Meeting and the forms to be used for voting by proxy and postal voting are also available at the company's website www.bang-olufsen.com/investor.

All proposals require 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.

The notice convening the Annual General Meeting will be published and distributed in accordance with article 6 of the Articles of Association. The Annual General Meeting will be convened by notice in the newspapers "Dagbladet