NOTICE OF ANNUAL GENERAL MEETING OF MEKONOMEN AKTIEBOLAG

The shareholders of Mekonomen Aktiebolag (publ), reg. no 556392-1971, are hereby
invited to attend the Annual General Meeting to be held at 4 p.m. on Wednesday,
23 May 2012 in Kungsträdgården in Stockholm, Sweden. The meeting will be held
next to the main stage in a tent set up for the occasion. Registration will open
at 3 p.m.

Right to participate and notification
Shareholders who wish to
participate in the proceedings of the Annual General Meeting shall

  · be
registered in the register of shareholders maintained by Euroclear Sweden AB as
per Wednesday, 16 May 2012 (for shares registered in the name of a nominee, see
also "Nominee-registered shares" below), and
  · give notice of attendance to
the company no later than Wednesday, 16 May 2012, in writing to Mekonomen
Årsstämma, c/o Euroclear Sweden, PO Box 7842, SE-103 98 Stockholm, Sweden, by
phone + 46 8 402 90 47 or by the application form available on Mekonomen’s
website, www.mekonomen.se. In its notice, a shareholder shall state name and
social security number/date of birth or corporate name and corporate
registration number. In addition, address, number of shares and day-time
telephone number and the number of any assistants accompanying the shareholder
to the meeting (maximum of two) shall be stated.

Nominee-registered
shares
Shareholders whose shares are registered in the name of a nominee
through a bank or other nominee must, in order to be allowed to participate in
the proceedings of the Annual General Meeting, request to have their shares
temporarily re-registered in their own names in the register of shareholders
maintained by Euroclear Sweden AB. Shareholders who wish to request such re
-registration must inform its nominee of this well before Wednesday, 16 May
2012, when such re-registration must be executed.

Proxies etc
Shareholders
may appoint one or more proxies. Shareholders who are represented by proxy must
issue a written and dated power of attorney for their proxy. A power of attorney
remains valid for a maximum of one year from its time of issue unless a longer
validity period is specifically stated on the power of attorney, but not longer
than five years from its time of issue. If the power of attorney is issued by a
legal entity, copies of authorization documents (certificate of registration or
similar) must be attached. The power of attorney, in original, and any
authorization documents should sent by post well in advance of the Annual
General Meeting to the following address: Mekonomen Årsstämma, c/o Euroclear
Sweden AB, PO Box 7841, SE-103 98 Stockholm, Sweden. Proxy forms are available
for downloading from Mekonomen's website: www.mekonomen.se.

Proposed
agenda

1. Opening of the meeting.
2. Election of Chairman of the
meeting.
3. Preparation and approval of the voting list.
4. Approval of the
agenda of the meeting.
5. Election of one or two persons to approve the
minutes.
6. Decision as to whether the meeting has been duly convened.
7.
Presentation of the Annual Report, the Auditors’ Report, the consolidated
accounts and the auditors’ report on the consolidated accounts.
8. Address by
the Managing Director and questions from shareholders.
9. Decision concerning
adoption of the profit and loss account and the balance sheet, the consolidated
profit and loss account and the consolidated balance sheet.
10. Decision
concerning allocation of the profit in accordance with the approved balance
sheet.
11. Decision on discharge from liability of the directors of the Board
and the Managing Director.
12. Determination of the number of directors of the
Board and deputies of the Board.
13. Determination of compensation payable to
the directors of the Board and Auditors.
14. Election of directors of the
Board, Chairman of the Board, deputy directors and Auditor.
15. Determination
of guidelines for appointment of the Nominating Committee.
16. Determination of
guidelines for compensation to senior management.
17. Proposal for employees’
acquisition of shares in subsidiaries.
18. Proposal for authorization of the
Board of Directors to issue new shares.
19. Closing of the
meeting.

Proposals

Item 2 - Chairman of the meeting
The Nominating
Committee proposes Fredrik Persson, Chairman of the Board, as chairman to
preside over the annual general meeting.

Item 11 - Dividend
The Board
proposes a dividend of SEK 8 per share and 28 May 2012 as record date for
dividend. Provided the Annual General Meeting adopts the proposal, dividends are
expected to be paid out via Euroclear Sweden AB on 31 May 2012. The last day to
trade in Mekonomen’s shares including a right to dividend is 23 May
2012.

Items 12-14 - The composition of the Board of Directors, fees and
auditor
In accordance with the guidelines decided upon at the 2011 annual
general meeting, a Nominating Committee has been appointed. The Nominating
Committee consists of Göran Ennerfelt, (Axel Johnson group) committee chair, Eva
Fraim Påhlman (own shares), Johan Lannebo (Lannebo Fonder AB) and Åsa Nisell
(Swedbank Robur fonder). Fredrik Persson, Chairman of the Board, has been a
coopted member. The Nominating Committee proposes:

  · Seven meeting-elected
directors of the Board and no deputy directors.
  · Directors’ fees totalling
SEK 1,700,000 (same as 2011), of which SEK 400,000 payable to the Chairman, SEK
300,000 to the Vice Chairman, and SEK 200,000 to each of the other non-executive
directors, and no fees for committee work.
  · Auditors’ fees payable on
approved account.
  · Re-election of directors Antonia Ax:son Johnson, Kenny
Bräck, Anders G Carlberg, Wolff Huber, Fredrik Persson, Helena Skåntorp and
Marcus Storch.
  · Re-election of Fredrik Persson as Chairman of the Board.
· Re-election of the chartered accounting firm Deloitte AB as the company's
auditor through the conclusion of the 2013 Annual General Meeting.

Further
information from the Nominating Committee is available as set out below under
’Additional information’.

Item 15 - Guidelines for appointment of the
Nominating Committee

The Nominating Committee proposes that the Annual
General Meeting resolve to adopt the following guidelines for appointment of the
Nominating Committee.

Mekonomen shall have a Nominating Committee consisting
of four directors. The four largest shareholders of Mekonomen shall be entitled
to appoint one member each. The four largest shareholders, based on the
statistics of registered shareholders kept by Euroclear Sweden AB on 31 August
2012, will be contacted by the Board of Directors. If any of the four largest
shareholders wishes to abstain from its right to appoint a member to the
Nominating Committee, the right to appoint such member shall transfer to the
subsequent largest shareholder. The Nominating Committee’s composition shall be
publicly announced by Mekonomen as soon as the Nominating Committee has been
appointed, however no later than six months before the Annual General Meeting.
The Nominating Committee’s mandate period runs until a new Nominating Committee
has been appointed. The Chairman of the Nominating Committee shall, unless the
directors agree otherwise, be the member representing the largest shareholder.
If a member of the Nominating Committee leaves the committee before its
assignment has been completed or if a material change occurs in the ownership
structure after the appointment of the Nominating Committee, the Nominating
Committee’s composition shall be changed in accordance with the abovementioned
principles. Changes in the Nominating Committee’s composition shall be publicly
announced on Mekonomen’s website. Fees will not be paid to the directors of the
Nominating Committee.

The Nominating Committee is tasked with submitting
recommendations for the following ahead of the Annual General Meeting:

  ·
Chairman to preside over the Annual General Meeting,
  · The number of
directors and deputy directors,
  · Directors' and auditor's fees, and any
special fees for committee work,
  · Directors and auditors,
  · Chairman of
the Board of Directors
  · Guidelines for appointment of the Nominating
Committee.

The Nominating Committee’s recommendations shall be publicly
announced in connection with the publication of the notice of the Annual General
Meeting. In connection with its assignment in general, the Nominating Committee
shall fulfil the duties which, according to the Swedish Code of Corporate
Governance, are incumbent upon Mekonomen’s nominating process, and at the
request of the Nominating Committee, Mekonomen shall provide personnel
resources, such as a secretarial function for the committee, to facilitate its
work. Where needed, Mekonomen shall also be able to bear reasonable cost for
external consultants which are deemed by the Nominating Committee to be
necessary for the committee to fulfil its assignment.

Item 16 - Guidelines
for compensation to senior management

The Board of Directors proposes that
the Annual General Meeting resolve to adopt the following guidelines for
compensation to senior management.

The Board of Directors is of the opinion
that it is important that there is a clear relationship between the compensation
and the values and financial objectives of the Mekonomen group, both in the
short-term and the long-term. The Board of Directors’ proposal for guidelines
for compensation to the senior management entail that the company shall offer
its management competitive compensation, which will enable the Mekonomen group
to recruit and keep management personnel, and that the criteria for deciding the
compensation shall be based on the importance of the work duties and competence,
experience and performance of the employee. The compensation shall consist of
the following components:

  · fixed base salary,
  · variable
compensation,
  · pension benefits,
  · other benefits, and
  · severance
terms.

The senior management consist at present of nine persons including the
Managing Director.

The proposal of the Board of Directors for guidelines is
in accordance with previous year’s compensation principles and it is based on
agreements in place between the company and its senior management.

The
compensation to the senior management is set by the compensation committee of
the Board of Directors. The compensation for the Managing Director is however
set by the Board of Directors in its entirety.

Fixed base salary

The
management shall receive a fixed base monthly salary which shall be competitive
in comparison with the market conditions. The fixed salary constitutes
compensation for committed work performed at a high professional level, which
creates added value for the customers, shareholders and personnel of
Mekonomen.

Variable compensation

The senior management shall in addition
to the fixed base salary be offered a variable compensation which shall be based
on the fulfilment of Mekonomen’s objectives for:

  · the result of the
Mekonomen group, and
  · individual qualitative parameters.

The allocation
between base salary and variable compensation shall be proportionate to the
responsibility and authority of the member of the management. The variable
compensation to the Managing Director and other management amounts to a maximum
of 60 per cent of the base salary for the Managing Director and a maximum of 33
per cent of the base salary for other members of the senior management.

In
addition thereto a separate program for variable compensation applies over three
years for the Managing Director and the senior management calculated on the
result of the Mekonomen group for the financial years 2011-2013. The total cost
for Mekonomen over the period for this program is MSEK 24. The criteria for
deciding the amount for each participating member of the senior management is
decided by the Board of Directors. The Annual General Meeting 2011 adopted the
guidelines in this respect.

The right to variable compensation expires upon
resignation made by a senior management member, provided resignation precedes
the disbursal of the compensation.

Pension benefits

Pension benefits are
paid with an amount based on the Swedish ITP-plan or the corresponding system
for employees abroad. The pension qualifying income is the fixed base salary.
However, the Managing Director’s pension benefit amounts instead to a maximum of
29 per cent of the fixed base salary.

Other benefits and severance terms

A
maximum notice period of twelve months applies for members of the senior
management. Severance pay upon termination from the company amounts to a maximum
of twelve month’s salary. The notice period for members of the senior
management, by their own initiative, is six months. Other benefits consist
mainly of car benefit.

Information on compensation decided previously

All
previously decided compensation that has not yet been paid out is within the
parameters set out above. The guidelines adopted by the Annual General Meeting
2011 have been followed.

Authorization of the Board of Directors

The Board
of Directors is authorized to depart from these guidelines, if in an individual
case there are special reasons for doing so.

Item 17 - Employees’ acquisition
of shares in subsidiaries

The Board of Directors proposes that the Annual
General Meeting resolve to adopt the following proposal for employees to acquire
shares in subsidiaries.

The Mekonomen group of companies contains wholly and
partly owned Swedish and non-Swedish companies which operate Mekonomen stores
throughout the Nordic region, so-called store companies. The partners in these
store companies are, alongside the Mekonomen group, the store manager in the
store company. The Mekonomen group of companies also contains wholly and partly
owned Swedish and non-Swedish companies which operate Mekonomen workshops, so
called workshop companies (in addition to the workshops which are part of the
Mekonomen network as independent businesses). The partners in these workshop
companies are, alongside the Mekonomen group, the manager in the workshop
company. Mekonomen deems it important that the store managers and workshop
managers employed by the Mekonomen group have an interest in the long term
financial development of the said companies.

With the purpose of increasing
the long term commitment among the store and workshop managers also in the
wholly owned companies and to increase their interest in the proceeds of the
stores and workshops, the Board of Directors proposes that the Annual General
Meeting decides that the employed store and workshop managers in the wholly
owned companies shall be entitled to acquire shares in the relevant company by
the means of a directed issue of shares or the purchase of existing shares, in
order to make such managers partners in the store or workshop companies.

The
thus acquired shares shall amount to a maximum of nine (9) per cent of the share
capital in each store company. The Mekonomen group will thus hold shares
corresponding to at least ninety-one (91) per cent of the share capital.

The
acquisitions shall be made at market value. Payment for such shares shall be
made in cash. The acquisitions shall be completed no later than 31 December
2012.

Since 2008, when the Annual General Meeting initially resolved on this
form of acquisitions, the result has been positive and the Board of Directors is
of the opinion that additional store managers and in addition workshop managers
should be offered to acquire shares in the company in which they are employed
also during 2012, in accordance with the principles which were adopted by the
Annual General Meeting 2011.

At the date of this notice, the Mekonomen group
contains 93 wholly owned store companies which operate 157 stores and 66 partly
owned companies which operate 76 stores. The Mekonomen group further contains 13
wholly owned and two partly owned companies which operate the same number of
workshops in the aggregate.

A decision by the Annual General Meeting in
accordance with the Board's proposal requires that it has the support of
shareholders with at least nine-tenths of the number of votes and shares
represented at the Annual General Meeting.

Item 18 - Authorization of the
Board to issue shares

The Board of Directors proposes that the Annual General
Meeting resolves on the following authorization of the Board to decide on share
issues in the share capital of the company.

The Board of Directors is
authorized, for the time period until the next Annual General Meeting, at one or
several occasions, with or without deviation from the shareholders’ preferential
rights, to adopt resolutions upon an increase of Mekonomen’s share capital
through new issues of a maximum of 6,368,343 shares. Out of these, 3,086,822
shares regards a renewed authorization which is allocated to be used as
compensation in Mekonomen’s acquisition of Meca Scandinavia AB, which shall be
completed when the requisite approval of the transaction is granted by the
Norwegian competition authority.

Such decision on new issue may include
provisions that payment shall be made in kind, through set-off or as else is set
forth in chapter 13 section 5 paragraph 1 item 6 of the Swedish Companies Act.
The Board is also authorized to further resolve upon other terms for such
issue.

The reason for the proposal is to enable Mekonomen to issue shares as
payment in relation to acquisitions of companies or parts of companies and/or of
assets, which the Board of Directors deems to add value to the business of the
Mekonomen group.

A decision by the Annual General Meeting in accordance with
the Board of Director's proposal requires that it has the support of
shareholders with at least two-thirds of the number of votes and shares
represented at the annual general meeting.

Additional information
The total
number of shares in Mekonomen at the day of this notice is 32,814,605, each
entitling its holder to one (1) vote.

The Nominating Committee’s proposals,
its motivating statement and information about the directors recommended for the
Board are available at Mekonomen’s head office at Smista Allé 11 in Kungens
Kurva, Sweden and on the company’s website, www.mekonomen.se. The Nominating
Committee's proposal as set out in item 15 is complete as provided in this
notice.

The Board of Director's proposals as set out in items 16-18 are
complete as provided in this notice.

The Annual Report and the Auditor’s
Report will be held available at the company’s head and on its website,
www.mekonomen.se, as of Monday, 30 April 2012. The auditor’s statement on
application of previously adopted guidelines for compensation of senior
management is available correspondingly.

Copies of the above documents will
be sent to shareholders who so request and state their postal address. All
documents will also be held available at the Annual General Meeting.

The
Board of Directors and the Managing Director shall, if any shareholder so
requests and the Board of Directors believes that it can be done without
material harm to the company, provide information regarding circumstances that
may affect the assessment of an item on the agenda and circumstances that can
affect the assessment of the company’s or its subsidiaries’ financial situation
and the company’s relation to other companies within the Mekonomen
group.

Stockholm, April 2012

The Board of Directors
MEKONOMEN
AKTIEBOLAG
This is a translation of the Swedish version of the notice. In case
of any discrepancies, the Swedish version shall prevail.