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

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 10, 2016, at 10:00 a.m. at Coor Alviks Strand
Konferens, Gustavslundsvägen 141 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, May 3, 2016, and
  · notify the Company of their intention to attend the AGM, no later than at
4:00 p.m. on Tuesday, May 3, 2016, 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 any advisers (maximum
two) and, when applicable, the name of a proxy or legal representative.

Trustee registered shares

Shareholders who have registered their shares in the name of a trustee must
request registration of the shares in their own names (through the agency of the
nominee) in the register maintained by Euroclear Sweden AB in order to
participate at the AGM. Registration of shareholders should be completed not
later than Tuesday, May 3, 2016. The shareholder should notify the trustee well
in advance of this date. Such registration may be temporary.

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 Auditors’ 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 guidelines for the remuneration of senior executives
16. Close of the Meeting

Proposals for resolution

Item 1 – Election of Chairman for the Meeting

The Nomination Committee proposes the election of Anders Moberg 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 2.14 per share. The proposed
record date for payment of the dividend is Thursday, May 12, 2016. If the AGM
resolves in accordance with the motion, the dividend is scheduled to be
distributed by Euroclear Sweden AB on Tuesday, May 17, 2016.

Items 11 – 14

The Nomination Committee, comprising Cecilia Marlow Chairman of the Nomination
Committee, representing Nordea Investment Funds, Lennart Francke, representing
Swedbank Robur fonder, and Hans Ek, representing SEB Investment Management, who
together represent a combined total of approximately 27 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 seven (7) with no deputies. Furthermore, the Committee proposes one
(1) auditor with no deputy.
The proposal entails an increase of the number of Board members elected by the
AGM from six (6) to seven (7).

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

The Nomination Committee proposes the payment of Directors’ fees totaling SEK
2,225,000, of which SEK 575,000 to the Chairman and SEK 275,000 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 25,000 and to
the other Board members of SEK 15,000 each compared with the year earlier.
Furthermore, the proposal regarding increase of the number of Board members
elected by the AGM entails that directors’ fees shall be paid out to one (1)
additional Board member. Accordingly, total directors’ fees will increase by SEK
375,000 compared with the preceding year.
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, Lottie Svedenstedt, Karin Hygrell
-Jonsson, Hannele Kemppainen and Daniel Mühlbach. Furthermore, the Nomination
Committee proposes new election of the following Board members: Ullrika Eliasson
and Mikael Norman. Stig Notlöv has declined re-election.

It is proposed that Anders Moberg be re-elected as Chairman of the Board.

Ullrika Eliasson was born in 1967 and has extensive experience of sourcing,
category management and merchandising, at both Nordic and European level. In
addition, she has considerable experience of business integration. In 2016, Ms.
Eliasson joined OneMed Group as Vice President, Category and Sourcing and,
previously, she was Director and Head of Category Management at Staples Europe.
In addition, Ms. Eliasson’s previous assignments include Supply Chain Manager at
Apoteket AB, and Assortment and Purchasing Director at Kronans Droghandel. Ms.
Eliasson has also completed the Leadership Development Program at Harvard in
2014 and studied at the Nordic Business Institute in Växjö, Sweden. Ms. Eliasson
holds no other Board appointments. Ms. Eliasson is deemed independent in
relation to the Company and its management and independent in relation to the
Company’s major shareholders.

Mikael Norman was born in 1958 and has substantial experience of issues related
to company acquisitions, restructuring and stock market communication. Mr.
Norman joined Nobia in 2010 as Group CFO and has previously held a number of
positions in the Electrolux Group, including that of Group Controller. Mr.
Norman has a Master of Laws and studied economics at Stockholm University. Mr.
Norman acts as secretary to the Board of Nobia AB and is a Board member of
several of Nobia’s subsidiaries as well as of Cloetta AB. Mr. Norman 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.com.

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 2017 AGM. Öhrlings PricewaterhouseCoopers AB have notified that
Authorized Public Accountant Ann-Christin Hägglund will continue to serve as the
Auditor in Charge if the company is re-elected as auditor.

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
2017 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 is to be a member of 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 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. Unless otherwise decided by the Nomination Committee, the
member representing the largest shareholder should be appointed Chairman of the
Nomination Committee. 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 AGM, thereby providing all shareholders with
information regarding 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
should be contacted by the Chairman of the Nomination Committee and be asked to
appoint a member of the Committee. The Chairman of the Nomination Committee
should then inform the other members of this shareholder’s wishes. If the
ownership change is not insignificant, the member appointed by the shareholder
that is no longer among the three (3) largest shareholders must 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. If a member leaves the Nomination
Committee prior to completion of the Committee’s work, the Nomination Committee
is to invite the shareholder who appointed the departing member to appoint a new
member. In the event that no new member is appointed by the shareholder who
appointed the departing member and if the Committee finds it necessary to
replace this member, a new member should be appointed 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 Annual General Meeting;
  · 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
  · resolution on policies regulating the appointment of the Nomination
Committee

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 the same as those
guidelines adopted at the 2015 AGM, with the exception that a proposed warrants
program is not 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 market averages. However, overall
remuneration, including STIs and LTIs, entails that the market average may 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 and 2015 AGMs resolved on LTI programs in the form of a warrants-based
incentive program. The incentive programs are described in Note 9 of the 2015
Annual Report and can be viewed on the Company’s website, www.byggmax.com.

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.

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 19, 2016. 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 2016

Byggmax Group AB (publ)

Board of Directors
For more information, please contact:

Pernilla Walfridsson, CFO
Mobile: +46 76119 00 40
E-mail: pernilla.walfridsson@byggmax.se

Magnus Agervald, CEO
Mobile: +46 76119 00 20
E-mail: magnus.agervald@byggmax.se
About Byggmax

The Byggmax Group consists of Byggmax, Buildor and Skånska Byggvaror. Byggmax
was launched in 1993 and currently has 77 stores in Sweden from Ystad to Luleå.
The company had net sales of approximately SEK 3.5 billion in 2014 and is
continuing to expand strongly. Byggmax also has 30 stores in Norway and 13 in
Finland.  The website sells the entire store assortment, as well as an extensive
range of products available to order. From the very beginning, Byggmax’s
business concept has been to be the best and most inexpensive alternative for
consumers in need of high-quality construction materials. Byggmax has a drive-in
system at all its stores, enabling customers to load their products into their
vehicles directly. This makes life easy and efficient for customers,
particularly when buying heavy construction materials. Buildor is a rapidly
growing online retailer within building materials, with sales of almost SEK 50
million for the last 12 months, until September 2015), and with a growth rate of
more than 150% over the same time period. Buildor and Skånska Byggvaror were
acquired by the Byggmax Group in November 2015. The Byggmax Group was listed on
the Nasdaq OMX Stockholm Exchange in June 2010.