The estimated costs of advice and administration linked to the long term incentive programmes are approximately SEK 5 million

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1 LONG TERM INCENTIVE PROGRAMMES At an extraordinary general meeting of Ahlsell held on 16 October 2016, Ahlsell s shareholders resolved to introduce long-term incentive programmes for the Company s senior executives and a number of key employees. With the assistance of third party experts, the board of directors has conducted a thorough evaluation of the remuneration structure in the Company following a listing on Nasdaq Stockholm with the aim to ensure that incentives offered are in line with market practice and are competitive. The purpose of the incentive programmes is to encourage wide ownership of the Company s shares among the Company s key employees, recruit and retain highly qualified and talented employees, increase the link between the goals of key employees and those of the Company, and increase motivation. The programmes have been structured with the purpose of finding a balance between the risk taken by key employees through the requirement to invest his or her own savings in the Company and the opportunity for key employees to receive a performancebased allotment of shares and/or the opportunity to subscribe for new shares. Full participation in the programmes corresponds to investments by the key employees of a total of approximately SEK 200 million 1 (the maximum single investment offered is approximately SEK 12 million) of own funds. Ahlsell will not assist with the individual financing of the investments and thus the investment creates a substantial financial commitment by key employees. Also, a portion of the key employee s remuneration is linked to Ahlsell s long-term performance and shares, and therefore the key employee will have the same objectives as the Company s shareholders. The overall assessment of the board is that the incentive programmes are suitable to achieve their purpose. The estimated costs of advice and administration linked to the long term incentive programmes are approximately SEK 5 million Share savings programme As one of the two parts of the long term incentive programmes, Ahlsell has decided to establish a share savings programme. The share savings programme will be made available to approximately 110 employees who are considered to be particularly important to generating profits for Ahlsell, including certain key employees and members of the Company s Group executive management. Participation in the share savings programme presupposes that the participants acquire or hold a minimum number of shares in Ahlsell. Participants who retain the requisite number of shares ( Savings Shares ) until the end of three qualification periods of the programme (ending after the day after interim report for the third quarter 2019, the day after the year-end report 2019 and the day after the year-end report 2020), and continue to be employed by Ahlsell during the respective qualification periods above, can receive up to three (3) shares for every Savings Share, determined based on a number of defined performance-based requirements during the qualification period ( Performance-Based Shares ). Delivery of the first vested Performance-Based Shares may take place no earlier than three years after the start of the programme. 1 Of which approximately SEK 4 million is invested in the warrants programme.

2 There are three performance-based criteria that qualify for up to one third of one Performance- Based Share per year for the three respective performance measurement periods. Vesting will occur independently on each criteria, meaning that vesting according to the performance of one criteria one year does not affect the vesting according to that criteria in any subsequent year or the vesting in the same or subsequent years according to the other performance criteria. The performance-based requirements take into account the Company s financial targets and are based on: (i) sales growth in 2018, 2019 and 2020 respectively; (ii) the average adjusted EBITA margin for the period , and respectively; and (iii) total shareholder return minus the return on SIX Return Index in 2018, 2019 and 2020 respectively. The board of directors of Ahlsell has set the vesting levels of the abovementioned performancebased requirements as follows: Performance Based Share Measurement Vesting requirements Growth share Annual growth in revenues during a financial year minus GDP growth <2%: no vesting 2-5%: 25% vested 3-%: 50% vested GDP growth measured as GDP growth in Sweden, 4-5%: 75% vested Finland and Norway weighted according to the >5%: full vesting relative proportion of Ahlsell s sales in each respective country EBITA share Rolling 3 year average adjusted EBITA margin TSR share Total shareholder return (change in share price plus dividend yield) minus the return on SIX Return Index <8.5%: no vesting %: 25% vested %: 50% vested %: 75% vested 10.0-%: 100% vested <1%: no vesting 1-2%: 1/3 vesting 2-3%: 2/3 vesting >3%: full vesting

3 Participating key employees will be invited to invest at different levels depending on their position and their ability to influence the Company s development. The potential maximum dilution effect of the share savings programme amounts to up to 2.7 percent of the total number of shares in the Company and the potential maximum number of Performance-Based Shares in the programme amounts to a total of 11.7 million shares. The estimated potential maximum total cost for Ahlsell (including social security costs) of the share savings programme over its lifespan, based on maximum investment by participating key employees and 100% vesting of every level, is up to approximately SEK 788 million, based on IFRS accounting principles, with prudent assumptions. 2 This represents the theoretical maximum cost based on the specific assumptions in footnote 2. In case of lower level of vesting and/or investment the total cost from an accounting perspective would be significantly lower, see illustrative example below. The cost of the share savings programme will be reported in accordance with "IFRS 2 Share-based Payment" and impact the Company's EBITA. The accounting cost of the programme will be allocated in each year of the four year period ( ) in the following approximate proportions: c. 30%, c. 30%, c. 30% and c. 10%, respectively. 3 Calculation example In order to further explain the economic impact and corresponding accounting cost impact of differing outcomes against the abovementioned performance-based requirements, five illustrative examples have been set out below determined by achieved revenue growth, average adjusted EBITA margin and TSR. All of the scenarios assume full participation and investment in the programmes. It should be noted that vesting criteria across the three Performance-Based Shares are evaluated independently with vesting levels across the three criteria individually being able to vary between 0% and 100%. These examples are provided for illustration only and do not represent an opinion on future performance of the Company or levels of investment by employees. The calculations in the illustrative examples are based on general accepted 2 The calculations for the theoretical maximum cost are based on prudent assumptions such as no dividends paid during the qualification period, no reduction factor for market related performance conditions, all performance conditions are met in full and an assumption that all participants remain employed during the qualification period and have maintained their holdings of saving shares, an assumption that all participants are taxable in Sweden with social security costs of 31.4%. 3 Smaller proportion of accounting cost will also affect 2016 and 2021.

4 valuations methods and strive to reflect reasonably expected costs level at different scenarios fulfilment in performance criteria. 4 1 The average annual total cost over the years 2017 to 2020 includes social charges. The cost in the Minimum performance not met case, is a non-cash accounting cost in connection with the market related performance condition (TSR). In order to limit the exposure of the share savings programme, the board intends to adopt hedging measures in the form of equity swaps with third parties and/or to carry out share buybacks. Accounting treatment Under IFRS, a company shall recognize compensation costs for share-based compensation programs based on a measure of the value to the company of services received under the plans. This value is based on the fair value of, for example, performance-based shares at grant date, measured as share price as per the investment date. The value at grant date is charged to the income statement as any other remuneration over the service period. The amount charged to the income statement is reversed in equity each time of the income statement charge. The reason for this IFRS accounting principle is that compensation cost is a cost with no direct cash flow impact. The purpose of share-based accounting according to IFRS (IFRS 2) is to present the impact of share-based programs, being part of the total remuneration, in the income statement. 4 Key assumptions include dividends according to equity research consensus estimates, reduction factor for market related performance conditions of 0.33, and an assumption of annual turnover of personnel of 10%, and an annual increase in share price of 10% and an assumption of average social security costs of 27.7% taking into consideration the mix of nationalities of the participants.

5 Social charges on the fair value of the shares are also charged to the income statement and are paid when the employee receives the shares at the end of the program. The hedging measures the board intends to adopt in the form of share buybacks and/ or equity swaps with third parties is charged to equity and result in payments when the transaction occurs. Warrants programme The shareholders also resolved at the extraordinary general meeting to issue warrants for offering to approximately ten senior executives at the Company, including members of the Company s group executive management. The warrants issue amounts to a total of up to 1.5 million warrants, entitling the holders to subscribe for a corresponding number of new shares in the Company. For practical reasons, all warrants will be subscribed for by a wholly-owned subsidiary of Ahlsell, following which the majority of the warrants will be offered to the Company s current senior executives, including members of the Company s group executive management. The remaining warrants will be held by Ahlsell to be offered to any senior executives employed by the Company in the future. The participants will be invited to acquire the warrants at their market value. If the maximum number of warrants to subscribe for new shares is exercised, this will result in a total dilution effect of up to 0.3 percent of the total number of shares in the Company. The participants will be offered to acquire warrants which can be exercised during the period 28 October October In the event Ahlsell s share price at the time the warrants are exercised amounts to more than 170 percent of the share price in the IPO (the Cap ), the number of shares each warrant entitles to will be reduced to the extent the total value per warrant at the time of exercise does not exceed the difference between the Cap and the Exercise Price. The Company has reserved the right to buy back warrants under certain circumstances if a participant is no longer employed by the Company or if a participant wishes to transfer the warrants to a third party. *********************