NOTIFICATION OF THE ANNUAL GENERAL MEETING OF BYGGMAX GROUP AB (PUBL)

Correction: The message sent out 2015-03-27 at 08:00 a.m. showed the wrong sum
on Guarenteed allocation of warrants per participant in the section Allotment
and general terms for the warrants for the President. The correct sum for the
President is 400,000 warrants.

The shareholders of Byggmax Group AB (publ), Corporate Registration Number
556656-3531, (the “Company”) are hereby notified of the Annual General Meeting
(AGM) to be held on Tuesday, May 5, 2015, at 10:00 a.m. at Primus Konferens,
Primusgatan 18 in Stockholm.
Notification, etc.

Shareholders who wish to participate at the AGM must:

  · both be listed in the register of shareholders maintained by Euroclear
Sweden AB on Tuesday, April 28, 2015, and
  · notify the Company of their intention to attend the AGM, no later than at
4:00 p.m. on Tuesday, April 28, 2015, to the address Byggmax Group AB (publ),
Box 6063, SE-171 06 Solna, Sweden (Labeled “Annual General Meeting”), by
telephone +46 (0) 8 514 930 60 or by e-mail to info@byggmax.se.

When giving notice of participation, shareholders must state: their name,
personal ID/corporate registration number (or equivalent), address, daytime
telephone number, shareholding in Byggmax, the names of aany advisers (maximum
two) and, when applicable, the name of a proxy or legal representative.

Trustee registered shares

In order to participate at the AGM, shareholders who have registered their
shares in the name of a trustee must temporarily re-register the shares in their
own names in the register of shareholders maintained by Euroclear Sweden AB.
Such temporary re-registration must be executed no later than Tuesday, April 28,
2015, which means that shareholders are advised to notify their trustee well in
advance of this date.

Proxies

Shareholders who intend to be represented by proxy must issue a dated power of
attorney for the proxy. If the power of attorney is issued by a legal entity, an
attested copy of the certificate of registration or its equivalent for the legal
entity must be enclosed with the notice of participation. The period of validity
of the power of attorney is permitted to extend to five years from the date of
issue. An original of the power of attorney and, when applicable, the
certificate of registration should be submitted to the Company at the above
address, in good time, prior to the AGM. The Company provides proxy forms on
request and these are also available from the Company’s website,
www.byggmax.com.

Number of shares and votes

The Company had a total of 60,737,045 shares at the date of issue of the
notification. The total number of votes in the Company is 60,737,045. The
Company does not own any treasury shares.

Proposed agenda

1. Opening of the Meeting and election of the Chairman for the Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one (1) or two (2) persons to verify the minutes
5. Determination of whether the Meeting has been duly convened
6. Presentation of the Annual Report and the Auditors’ Report, as well as the
Consolidated Financial Statements and the Consolidated Auditor’s Report
7. Address by the President
8. Resolution regarding the adoption of the income statement and balance sheet
as well as the consolidated income statement and consolidated balance sheet
9. Resolution regarding the appropriation of the Company’s profit in accordance
with the adopted Balance Sheet, and the record date for the dividend
10. Resolution regarding discharge from liability of the Board of Directors and
the President
11. Determination of the number of Board members, deputy Board members and
auditors
12. Determination of fees for members of the Board of Directors and auditors
13. Election of Board members, Chairman of the Board and auditors
14. Resolution on policies regulating the appointment of the Nomination
Committee and its work
15. Resolution on the guidelines for the remuneration of senior executives
16. Resolution regarding the incentive program, comprising a private placement
and assignment of warrants
17. Close of the Meeting

Proposals for resolution

Item 1 – Election of Chairman for the Meeting

The Nomination Committee proposes the election of Fredrik Cappelen as Chairman
of the Annual General Meeting.

Item 9 – Resolution regarding the appropriation of the Company’s profit in
accordance with the adopted balance sheet, and the record date for the dividend.

The Board of Directors proposes a dividend of SEK 2.60 per share. The proposed
record date for payment of the dividend is Thursday, May 7, 2015. If the AGM
resolves in accordance with the motion, the dividend is scheduled to be
distributed by Euroclear Sweden AB on Tuesday, May 12, 2015.

Items 11 – 14

The Nomination Committee, comprising Cecilia Marlow Chairman of the Nomination
Committee, representing Nordea investment Funds, Frank Larsson, representing
Handelsbanken Fonder, and Per Trygg, representing SEB Investment Management, who
together represent a combined total of approximately 21 percent of the total
number of votes in the Company, made the following proposals regarding items 11
– 14:

Item 11 – Determination of the number of Board members, deputy Board members and
auditors

The Nomination Committee proposes that the number of Board members elected by
the AGM is six (6) with no deputies. Furthermore, the Committee proposes one (1)
auditor with no deputy.

Item 12 – Determination of remuneration to the Board of Directors and auditor

The Nomination Committee proposes the payment of Directors’ fees totaling SEK
1,850,000, of which SEK 550,000 to the Chairman and SEK 260,000 each to the
other Board members. The fees include remuneration for committee work.

The proposal means an increase in the fee to the Chairman of SEK 50,000 and an
increase in fees to the other Board members of SEK 10,000 each compared with the
year earlier. Accordingly, total directors’ fees will increase by SEK 350,000
compared with the preceding year since it is proposed that all Board members
receive directors’ fees.

The Nomination Committee also proposes that fees to auditors are paid against
approved invoices.

Item 13 – Election of Board members, Chairman of the Board and auditors

The Nomination Committee proposes the re-election until the end of the next AGM
of the following Board members: Anders Moberg, Stig Notlöv, Lottie Svedenstedt
and Karin Hygrell-Jonsson and the election of Hannele Kemppainen and Daniel
Mühlbach as new Board members. Fredrik Cappelen and Stefan Linder have declined
re-election.
In addition, election is proposed of Anders Moberg as Chairman of the Board.

Hannele Kemppainen was born in 1970, is a citizen of Finland and has extensive
experience of consumer products and consumer marketing in Finland. Ms.
Kemppainen is currently General Manager at Colgate Palmolive Finland and,
previously, was Country Manager at Colgate Palmolive Finland. Ms. Kemppainen was
at Proctor & Gamble from 1991 through 2005 and Country Manager and Head of Trade
Marketing at Reckitt Benckiser from 2005 to 2010. Ms. Kemppainen holds a B.Sc.
in International Business and Marketing from the American College of Switzerland
and is a Board member and Chairman of the Finnish Cosmetics and Toiletries
Association. Ms. Kemppainen is deemed independent in relation to the Company and
its management and independent in relation to the Company’s major shareholders.

Daniel Mühlbach was born in 1974 and has extensive experience of e-commerce and
has started and operated highly profitable e-commerce companies. Mr. Mühlbach is
currently President and part-owner of FootWay Group AB, previously, he was
President of the Lensway Group from 1999 to 2010. Mr. Mühlbach has a M.Sc. in
engineering from Luleå University of Technology and is a Board member of, among
others, FootWay Group AB and Solidar Pension AB and previously on the Board of
Coastal Contacts Inc. among others. Mr. Mühlbach is deemed independent in
relation to the Company and its management and independent in relation to the
Company’s major shareholders.

A more detailed presentation of the proposed Board members is available on the
Company’s website, www.byggmax.se.
The Nomination Committee proposes the re-election of the Company’s current
auditor, the registered accounting firm Öhrlings PricewaterhouseCoopers AB until
the end of the 2016 AGM. Öhrlings PricewaterhouseCoopers AB have notified that
Authorized Public Accountant Ann-Christin Hägglund will be the Auditor in
Charge.

Item 14 – Resolution on policies regulating the appointment of the Nomination
Committee and its work

The Nomination Committee proposes that the AGM adopt the following policies
regulating the appointment of the Nomination Committee and its work ahead of the
2016 AGM:

1. Annually and not later than the end of the third quarter every year, the
Chairman of the Board of Directors convenes the three (3) largest shareholders
or shareholder groups (this includes directly registered and trustee-registered
shareholders) in the Company, as registered at August 31 according to Euroclear
Sweden AB, which are then each entitled to appoint one member of the Nomination
Committee. The appointee in question should not be a Board member. If any of the
three (3) largest shareholders wishes to refrain from appointing a member of the
Committee, the opportunity to appoint a member of the Committee is offered in
turn to the next-largest shareholder. In addition to the above, the Chairman of
the Board can be appointed to the Nomination Committee. If any shareholder
should waive their right to appoint a member of the Nomination Committee, only
the five (5) largest shareholders need to be asked unless this would result in
the Nomination Committee consisting of less than its minimum of three (3)
members (including, where applicable, the Chairman of the Board of Directors).
The President and senior executives of the Company are not permitted to be
members of the Nomination Committee.

2. The Chairman of the Board is the convener of the first meeting of the
Nomination Committee and one (1) owner representative should be appointed as
Chairman of the Nomination Committee. The Nomination Committee prepares written
rules of procedure to govern its work. The mandate period of the Nomination
Committee extends until such time as a new Nomination Committee has been
appointed.

3. The composition of the Nomination Committee must be announced a minimum of
six (6) months prior to the Annual General Meeting (AGM), thereby providing all
shareholders with information about which individuals to contact regarding
nomination issues.

4. If shareholders have been added among the three (3) largest shareholders
after the Nomination Committee has held its statutory meeting, said shareholders
may contact the Chairman of the Nomination Committee to make a request to
appoint a member of the Committee. The Chairman of the Nomination Committee then
informs the other members of this wish. If the ownership change is not
insignificant, the member appointed by the shareholder that is no longer among
the three (3) largest shareholders should vacate his position and the new
shareholder can then be permitted to appoint one (1) member. However, the
structure of the Nomination Committee should not be changed less than two (2)
months prior to the AGM. Should a member of the Nomination Committee leave the
Committee prior to completion of the Committee’s work and if the Committee finds
it necessary to replace this member, the Nomination Committee should appoint a
new member in accordance with the principles set out in item 1 above, based on
the share register maintained by Euroclear Sweden AB, as soon as possible after
the member has left the Committee. Changes in the Nomination Committee are
announced immediately.

5. The Nomination Committee should prepare and submit proposals to the General
Meeting in respect of:
• the election of the Chairman of the AGM;
• number of Board members;
• the election of the Chairman of the Board of Directors and other Board members
on the Company’s Board of Directors;
• directors’ fees specified between the Chairman of the Board of Directors and
other Board members;
• the election of and approval of fees to the auditor and deputy auditor (where
applicable), and
• resolutions on policies regulating the appointment of the Nomination Committee
(where applicable).

6. No fees are payable to members of the Nomination Committee. The Nomination
Committee is entitled to charge the Company with expenses including the cost of
recruitment consultants or other expenses required for the Nomination Committee
to fully execute its assignment.

Item 15 – Resolution on guidelines for the remuneration of senior executives

The Board of Directors proposes that the AGM passes a resolution on the
following guidelines for determining remuneration and other terms of employment
for the President (the “President”) and other senior executives (“Senior
Executives”). The proposal for guidelines for determining remuneration and other
terms of employment for the President and Senior Executives is, essentially, the
same as those guidelines adopted at the 2014 AGM, with the exception that a
proposed warrants program is included in the proposal.

The overriding policies for remuneration of Senior Executives are that
remuneration should reflect the position, the individual’s performance and the
Group’s earnings, and be market-based and competitive in the country of
employment. Total remuneration to Senior Executives should comprise a fixed
salary, variable salary in the form of Short-Term Incentives (STIs) based on
annual performance targets, Long-Term Incentives (LTIs) based on performance
over a multi-year period as well as pension and other benefits. In addition to
the aforementioned come the terms for notice of termination and severance pay.
Fixed salaries should be set below median market rates, however, total
remuneration, including STIs and LTIs, should enable median market salaries to
be exceeded. Total remuneration should be reviewed annually to ensure that it
reflects market rates and is competitive. Comparisons should take into
consideration the position, the Company’s size, the level of salary and the
individual’s experience.

Fixed salary

Fixed salary comprises the basis for total remuneration. The fixed salary should
relate to the relevant market and reflect the scope of the responsibility
entailed by the position.

Variable salary (Short Term Incentives “STI”)

In addition to their fixed salaries, Senior Executives should receive STIs for
performance that surpasses one or more predetermined performance targets during
the fiscal year. Remuneration from the STI program is limited to a maximum of
100% of the fixed salary for the President and 30% of fixed salary for other
management, which means that Byggmax can immediately calculate the maximum
variable remuneration level. STIs are measured with qualitative and quantitative
measures. The maximum cost of the Byggmax Group’s STI program is estimated to
amount to about SEK 6.0 million (6), excluding social security contributions.

Long Term Incentives “LTI”

The 2013 AGM resolved on an LTI program in the form of a warrants-based
incentive program. This incentive program is described in Note 9 of the 2014
Annual Report and can be viewed on the Company’s website, www.byggmax.com.

The Board has evaluated the need of an additional incentive program and decided
to propose that the 2015 AGM resolve to adopt a warrants-based incentive program
in accordance with separate decision data.

Pension

Where possible, pension agreements should be premium-based and designed in
accordance with the levels and practices applicable in the country where the
Senior Executive is employed.

Other benefits

Other benefits may be provided in accordance with the conditions that apply in
the country where the Senior Executive is employed. However, all such benefits
should be as limited in scope as possible and are not permitted to comprise a
significant proportion of total remuneration.

Notice period and severance pay

Senior Executives should be offered terms complying with prevailing legislation
and practices in the country of employment of the Senior Executive. During the
notice period, Senior Executives should be prevented from working in a competing
business. In specific cases, a non-compete clause against continued compensation
is applicable for a period of up to 24 months after termination of the notice
period. At present, the longest notice period in the Byggmax Group is 12 months
and no severance pay agreement exists in any employment contract.

The Board has the right to deviate from the aforementioned guidelines if the
Board deems that it is motivated in specific cases.

Item 16 – Resolution regarding the incentive program, comprising a private
placement and assignment of warrants

The Board proposes that the AGM resolve on a long-term incentive program as
follows, comprising a private placement of warrants and the assignment of
warrants.

Background and motive

The Board deems it important and in the interest of all shareholders that the
employees of the Byggmax Group have a long-term interest in a favorable trend in
the Company’s share price. The Company has previously adopted warrants-based
incentive programs at the 2011 and 2013 AGMs. Of these programs, the warrants
-based incentive program adopted at the 2013 AGM is still outstanding while the
incentive program adopted at the 2011 AGM has expired without any shares being
subscribed for under the warrants (for additional information see the heading
“Outstanding and previous share-related incentive programs” below).

A warrants-based incentive program for the Byggmax Group’s employees enables the
reward of employees to be linked to the Company’s future earnings and value
trends. Long-term growth in value is thereby prioritized and the goals of
shareholders and the employees concerned coincide. In addition, share-related
incentive programs create a Group-wide focus for these employees and thus
prioritize actions for the long-term. The incentive program is also assessed as
facilitating the recruitment and retention of key employees by the Company.

In light of the terms and conditions, the size of the allocation and other
circumstances, the Board is of the opinion that the proposed incentive program,
in accordance with the following, is both reasonable and advantageous for the
Company and its shareholders.

Allotment and general terms for the warrants

A maximum issue of 1,344,000 warrants is proposed. The warrants are intended to
be offered to employees at market rates in even lots of 2,000 warrants.
Participants in the incentive program are divided into three (3) categories. The
Company’s Board should be empowered to decide on allocation of the warrants in
accordance with the following guidelines:

+-----------+---------------+------------------------+
| Category  |    No. of     |Guaranteed allocation of|
|           |participants in|warrants per participant|
|           | the category  |                        |
+-----------+---------------+------------------------+
| President |       1       |        400,000         |
+-----------+---------------+------------------------+
|   Other   |       6       |         80,000         |
|management |               |                        |
+-----------+---------------+------------------------+
|    Key    |      29       |         16,000         |
|individuals|               |                        |
+-----------+---------------+------------------------+
|   Total   |      36       |       1,344,000        |
+-----------+---------------+------------------------+

Over-subscription is permitted with a maximum of 50 percent of the above
guidelines per participant. In the case of over-subscription, allocation over
and above the guaranteed allocation per participant as detailed above will be
performed pro rata to the above guidelines. The highest possible allocation per
participant is 600,000 warrants for the category “President”, 120,000 for the
category “Other management” and 24,000 for the category “Key individuals.”

All warrants are to be issued free of any consideration to Byggmax AB (Corporate
Registration Number 556645-6215) (the Subsidiary), a wholly-owned subsidiary of
Byggmax Group AB, to later, in turn, be assigned to the participants in the
incentive program. In this connection, the price per warrant should therefore
correspond to the warrant’s market value estimated through application of the
customary valuation model (the Black-Scholes model) based on the share price of
the listed share and other market conditions prevailing on the date of
assignment.

Each warrant entitles the holder, during the period May 30, 2018 through
November 30, 2018, to subscribe for one (1) new share in the Company at a
subscription price amounting to 115% of the mean value of the volume-weighted
-average for each trading day of the price paid for the Company’s share on
Nasdaq OMX Stockholm during the period May 7, 2015 through May 21, 2015. Days on
which no price paid or bid price is recorded should not be included in the
calculation. The subscription price arrived at through this calculation should
be rounded off to the nearest whole ten öre, whereby 4 öre (4) should be rounded
down and 5 öre (5) and above rounded up. The subscription price is not permitted
to be lower than the quotient value of the Company’s shares.

The calculation of the market value and calculation of the subscription price
for subscription for new shares in the Company must be performed by an
independent rating agency.

Subscription to warrants should be performed on the subscription list by May 19,
2015. The Board of Directors retains the right to extend the subscription
period.

The subscription price and number of shares that every warrant entitles the
holder to subscribe for is recalculated in the event of a split, a reverse
split, new share issues, etcetera in accordance with customary conversion rules.
Furthermore, in accordance with customary terms, warrants should be possible to
exercise prematurely in the event of a compulsory redemption of shares,
liquidation or merger whereby the Company is absorbed into another company.

A prerequisite for the allocation of warrants is that the participant signs a
pre-emption agreement with the Subsidiary.
The underlying reasons for deviation from the shareholders’ preferential rights
is specified under the heading “Background and motive.”

Costs, dilution effects and effects on relevant key ratios

It is proposed that the participants’ acquisition of warrants is subsidized by
the Byggmax Group through the participants receiving a cash bonus after tax
corresponding to not more than 50 percent of the price of the warrants acquired
by the respective participants. This bonus will be paid in the following stages:
one third on subscription, one third one (1) year following subscription and one
third two (2) years after subscription and requires that before each payment the
respective participant is still an employee of the Byggmax Group and still holds
the acquired warrants or, where applicable, the shares subscribed through
exercising the warrants. The AGM’s resolution on this matter will authorize the
Board to prepare complete terms and conditions for this bonus program.

The incentive program is expected to result in costs of about SEK 2,500,000 per
year, a total of SEK 7,500,000 for the period until the last day of subscription
for the warrants, for the Byggmax Group. The costs are primarily attributable to
the payment of bonuses and associated employers’ contributions for the Company’s
subsidy of the participants’ acquisition of warrants.

The proposed incentive program comprises a maximum of 1,344,000 warrants that
can be utilized for subscribing for a maximum of 1,344,000 shares, which
corresponds to an increase in the number of shares outstanding and votes in the
Company with a maximum of approximately 2.2%. The Company’s share capital can
increase by a maximum of SEK 448,000, with reservation for any increase caused
by recalculation in line with the terms of the warrants.

Dilution and the costs of establishing and administering the incentive program
are expected to have a marginal impact on the Byggmax Group’s key ratios.

Outstanding and previous share-related incentive programs

At the 2013 AGM, the Company resolved to adopt an incentive program, comprising
a private placement and assignment of warrants to the President, other
management and key individuals. The warrants were issued free of any
consideration to the Subsidiary, to later, in turn, be assigned to the
participants in the incentive program. The program comprised a total of 828,000
warrants of which. 600,000 warrants were assigned to participants in the
incentive program. Each warrant entitles the holder to subscribe for one new
share in the Company in the period from May 30, 2017 until November 30, 2017 at
a price of SEK 42.8 per new share. The participants in the warrants program have
entered into a pre-emption agreement.

The warrants-based incentive program adopted at the 2011 AGM has expired without
any shares being subscribed for under the warrants. The program comprised a
total of 600,000 warrants of which. 565,000 warrants were assigned to
participants in the incentive program.

The Board of Directors does not intend to implement incentive programs on an
annual basis.

Majority requirement

A resolution in favor of the proposal requires the support of shareholders
representing a minimum of nine tenths of the votes cast and nine tenths of the
shares represented at the AGM.

Information concerning the AGM

The Board of Directors and the President must, if a shareholder so requests and
the Board of Directors considers it possible without this resulting in material
damage to the Company, provide information concerning, conditions that could
influence the assessment of an item on the agenda, conditions that could
influence assessments of the financial condition of the Company or subsidiaries
and the company’s relationship to other Group companies.

Documentation for the Annual General Meeting

The financial statements and auditors’ report, the auditors’ opinion on the
application of guidelines for the remuneration of Senior Executives, a complete
set of proposals for the resolutions, and, where applicable, reasoned opinions
as well as other documents pursuant to the Companies Act will be available from
the Company at Armégatan 40 in Solna, Sweden, and on the Company’s website,
www.byggmax.com, not later than three weeks before the AGM, that is, not later
than April 14, 2015. Copies of the documents are sent to shareholders who have
requested this and provided their postal address. The documents will also be
available at the AGM.

Stockholm, March 2015
Byggmax Group AB (publ)
Board of Directors