NOTIFICATION OF THE EXTRAORDINARY GENERAL MEETING OF MEKONOMEN AKTIEBOLAG (PUBL)

02 February 2011 17:45

Shareholders of Mekonomen Aktiebolag (publ), Corporate Registration Number 556392-1971, are hereby invited to an Extraordinary General Meeting on Friday, 25 February 2011 at 2:00 p.m. at the Quality Hotel Prince Philip, Oxholmsgränd 2, in Skärholmen. Registration will commence at 1:00 p.m.

Registration
Shareholders who wish to participate in the General Meeting must

- be recorded in the share register maintained by Euroclear Sweden AB not later than the record date, Saturday, 19 February 2011 (pertains to trustee-registered shares, refer to “Trustee-registered shares” below), and

- notify the company not later than Monday, 21 February 2011 at the address Mekonomen Extrastämma, Box 6077, SE-141 06 Kungens Kurva, Sweden, by telephone +46 (0)8-464 00 00 or by e-mail at: extrastamma@mekonomen.se. The notification must include the name, civil registration number or corporate registration number, address, number of shares and telephone number. Furthermore, the number of assistants (not more than two) must also be registered.

Trustee-registered shares
Shareholders who have trustee-registered shares through a bank or other trustee must temporarily re-register the shares in their own name with Euroclear Sweden AB to be entitled to participate in the Meeting. Shareholders who require such re-registration must inform their trustee of this in ample time prior to Friday, 18 February 2011, since such re-registration must be completed before the record date, which according to the above will be on Saturday, 19 February 2011.

Proxy, etc.
Shareholders may appoint one or more proxies. A shareholder who is represented by proxy must issue a written and dated power of attorney for the proxy. The power of attorney is valid for not more than one year from the date of issue, unless a longer period is specified in the power of attorney, however, not more than five years from the date of issue. If the power of attorney was issued by a legal entity, relevant authorisation documents (registration certificate or similar) must be enclosed. The original copy of the power of attorney and any authorisation documents should be sent in ample time prior to the General Meeting to Mekonomen Extrastämma, Box 6077, SE-141 06 Kungens Kurva, Stockholm. The power of attorney form is available on the company’s website, www.mekonomen.se, and will be sent to shareholders who request it.

Proposal for agenda
1. Opening of the Meeting.
2. Election of a Chairman of the Meeting.
3. Preparation and approval of the list of voters.
4. Approval of the agenda.
5. Election of one or two persons to check minutes.
6. Determination that the Meeting has been duly convened.
7. The Board’s motion for resolution on a new share issue with non-cash consideration.
8. Close of Meeting.

Board of Directors’ motion for resolution

Item 7 – New emission of shares

As announced in a press release on 27 January 2011, Mekonomen has signed an agreement with Otto Olsen Invest AS to acquire all 75,920 shares in the Norwegian company, A/S Sørensen og Balchen, corporate registration number 916 591 144. The purchase consideration for said shares will, to a certain extent, be paid in cash totalling NOK 272,975,000 and the remaining portion will comprise 1,945,783 shares in Mekonomen. The acquisition is subject to examination and approval by the Norwegian Competition Authority.

The Board’s proposed non-cash issue is a phase in the acquisition of shares in A/S Sørensen og Balchen and the purpose of the non-cash issue is to enable the company to fulfil its obligation to pay the purchase consideration in accordance with what has been described.

Consequently, the Board proposes that the General Meeting approves a new issue of 1,945,783 shares, which will generate an increase of SEK 4,864,457.50 in the company’s share capital. The increase will correspond to a 5.9-per cent dilution of the share capital. Otto Olsen Invest AS will be entitled to subscribe for the new shares. In addition to payment for the 1,945,783 newly issued shares, Otto Olsen Invest AS, in connection with the subscription, will also contribute 43,487 shares in A/S Sørensen og Balchen (contribution in kind). Subscription of the shares will occur not later than 15 August 2011.

The value of all shares in A/S Sørensen og Balchen is estimated at SEK 721,020,184, of which the value of the contribution in kind is estimated at SEK 415,424,671. The value of the contribution in kind may change depending on Mekonomen’s share price on the date of the execution of the transaction.

The decision on the non-cash issue will be conditional upon the acquisition being implemented and Mekonomen taking over all shares in A/S Sørensen og Balchen.

Other
For a valid decision of the General Meeting pursuant to the Board’s motion under Item 7, the decision must be supported by shareholders representing more than half of the votes cast. Shareholders representing 29.18 per cent of all the shares and votes have pledged to vote in favour of the motion.   

On the date of this notification, the company had a total of 30,868,822 shares, carrying one vote each.

The Board of Directors’ complete motion for the decision on the new share issue and additional supplementary information will be available at the company’s head office at Smista Allé 11 in Kungens Kurva from 3 February 2011 and sent to shareholders who request it and provide their postal address. The documents will also be available from that date on the company’s website, www.mekonomen.se. The documents will be available at the General Meeting.

Shareholders will be informed of their rights, according to the Swedish Companies Act, to request information at the General Meeting pertaining to relationships that may influence assessment of an issue on the agenda.  

Stockholm, February, 2011

Board of Directors

MEKONOMEN AKTIEBOLAG (publ)